i-80 Gold Corp美股招股说明书(2025-05-14版)

US$160,000,000320,000,000 Units320,000,000 Common Shares underlying the Units160,000,000 Warrants to purchase Common Shares160,000,000 Common Shares underlying the Warrants This prospectus supplement (this “Prospectus Supplement”) ofi-80Gold Corp. (“i-80” or the “Company”), together with the accompanying baseshelf prospectus (the “Shelf Prospectus”), qualifies the distribution of an aggregate of 320,000,000 units of the Company (the “Units”) at a price ofUS$0.50per Unit (the “Offering Price”) for aggregate gross proceeds of US$160,000,000 (the “Offering”). Each Unit is comprised of one commonshare of the Company (each, a “Unit Share”) andone-halfof onecommon share purchase warrant of the Company (each whole warrant, a “Warrant”).Each Warrant is exercisable by the holder thereof to acquire one common share of the Company (each, a “Warrant Share”) at an exercise price ofUS$0.70 per Warrant Share at any time prior to 5:00 p.m. (Toronto time) on the date that is 30 months following the Closing Date (as defined herein),subject to customary anti-dilution adjustments. The Warrants will be governed by the terms of a warrant indenture (the “Warrant Indenture”) to beentered into on the Closing Date between the Company and TSX Trust Company, as warrant agent (the “Warrant Agent”). The Units will separate intoUnit Shares and Warrants immediately upon closing of the Offering. This Prospectus Supplement also registers the Unit Shares, the Warrants and theWarrant Shares. See “Plan of Distribution” and“Description of Securities Being Distributed”. The Company has granted to the Underwriters (as defined herein) an option (the “Over-Allotment Option”) exercisable, in whole or in part and fromtime to time, at the sole discretion of the Underwriters, at any time up to 30 days following the closing of the Offering, to purchase up to an additional25,760,000 Units (the “Over-Allotment Units”) at the Offering Price per Over-Allotment Unit to cover over-allotments, if any, and for marketstabilization purposes. The Over-Allotment Option may be exercised by the Underwriters to acquire: (i) Over-Allotment Units at the Offering Price; (ii)additional Unit Shares (the “Over-Allotment Unit Shares”) at a price of US$0.46 per Over-Allotment Unit Share; (iii) additional Warrants (the “Over-Allotment Warrants”) at a price of US$0.08 per Over-Allotment Warrant; or (iv) any combination of Over-Allotment Units, Over-Allotment UnitShares and/or Over-Allotment Warrants (together, the “Over-Allotment Securities”), so long as the aggregate number of Over-Allotment Securitieswhich may be issued in connection with the exercise of the Over-Allotment Option does not exceed 25,760,000 Over-Allotment Unit Shares and12,880,000 Over-Allotment Warrants. A purchaser who acquires Over-Allotment Securities forming part of the Underwriters’ over-allocation positionacquires those Over-Allotment Securities under this Prospectus Supplement, regardless of whether the over-allocation position is ultimately filledthrough the exercise of the Over-Allotment Option or secondary market purchases. Unless the context otherwise requires, references in this ProspectusSupplement to the “Offering” includes the Over-Allotment Option, and references to “Units”, “Unit Shares”, “Warrants” and “Warrant Shares”include the Over-Allotment Units, Over-Allotment Unit Shares and Over-Allotment Warrants, as applicable, issuable or made issuable upon exercise ofthe Over-Allotment Option. Concurrently with the Offering, the Company intends to complete a concurrent private placement offering (the “Concurrent Private Placement”) of upto 22,240,000 units (the “Private Placement Units”) at a price of US$0.50 per Private Placement Unit for aggregate gross proceeds of up toUS$11,120,000 with certain directors, officers and select individual shareholders of the Company (each a “Placement Investor”). The Company willenter into a subscription agreement with each Placement Investor setting out the detailed terms of the Concurrent Private Placement (the “PlacementSubscription Agreements”). Each Private Placement Unit is comprised of one Common Share and one-half of one Warrant, which is expected to havethe same terms as the Warrants issued under the Offering. The Company anticipates using the net proceeds of the Concurrent Private Placement forworking capital and general corporate purposes. See“Concurrent Private Placement”. The outstanding common shares in the capital of the Company (the “Common Shares”) are listed and posted for trading on the Toronto Stock Exchange(the “TSX”) under the trading symbol “IAU” and the NYSE American stock exchange (the “NYSE American”) under the trading symbol “IAUX”. OnMay12, 2025, the last trading day prior to the date of this Prospectus Supplement, the closing price of the Common Shares on the TSX and the NYSEAmerican was C$0.69 and US$0.50 per Common Share, respectively. Closing of the Offering is anticipated to occur on or about May16, 2025. Under Rule15c6-1of