ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Company Overview
i-80 Gold Corp. (the "Company" or "i-80 Gold") is a Nevada-focused growth-oriented gold and silver mining company engaged in the exploration and extraction of gold and silver. The Company is the fourth largest mineral resource holder in the state with a pipeline of three underground and two open pit projects strategically located in some of Nevada's most prolific gold-producing trends. The Company's wholly owned assets, which are at various stages of permitting, construction, technical studies, and development include the Granite Creek property, the Ruby Hill property, the Lone Tree property which hosts an autoclave processing plant which is expected to be refurbished ("Lone Tree Plant"), the Cove property and the FAD property.
The Company was incorporated on November 10, 2020, under the laws of the province of British Columbia, Canada. The Company’s common shares are listed on the NYSE American under the trading symbol IAUX and on the TSX under the trading symbol IAU. The Company’s head office is located in Reno, Nevada, United States ("US") and its principal executive office is located in Toronto, Ontario, Canada.
Reference to $ or USD is to US dollars, reference to C$ or CAD is to Canadian dollars.
Operational and Financial Highlights
Three months ended
December 31,
Year ended
December 31,
Revenue
Gross profit (loss)
Net loss
Loss per share
$/share
Adjusted loss 1
Adjusted loss per share 1
$/share
Cash flow used in operating activities
Cash and cash equivalents
Drilling
meters
Gold produced
Gold ounces sold 1
Average realized gold price 2
Three months ended December 31, 2025
• Revenue was $21.3 million which represented 5,477 ounces 1 at an average realized gold price 2 of $3,887 per ounce compared to $23.2 million represented by 9,053 ounces 1 at an average realized gold price 2 of $2,560 per ounce in the prior year period. The Company held a higher inventory balance at the end of the quarter due primarily to the timing of third-party processing. The stockpile balance was over 6,500 recovered ounces of gold which is expected to be processed during the first quarter of 2026.
• Gross profit increased to $4.7 million from $1.8 million in the prior year period due to higher gold prices. Granite Creek generated gross profit for the second half of 2025.
• Net loss increased to $85.6 million compared to $17.7 million in the prior year period due primarily to non-cash fair value revaluations on derivative financial instruments of $21.5 million driven by stronger metal prices and the Company's increased share price. Additionally, a non-cash write-down of $26.2 million related to Lone Tree Plant assets that were identified as obsolete following the completion of the related engineering study. Additionally, higher pre-development, evaluation and exploration expenses were incurred as the Company advances multiple projects within its development plan. Upon declaration of mineral reserves, certain pre-development, evaluation and exploration expenditures currently expensed, will be capitalized.
• Loss per share of $0.10 increased from $0.04 loss per share in the prior year period primarily due to higher net loss, partially offset by an increase in the number of outstanding common shares following the equity raise in May 2025.
1 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 59% in 2025 (2024 - 58%).
2 This is a Non-GAAP Measure; please see “Non-GAAP Financial Performance Measures” section.
• Adjusted loss increased to $37.8 million compared to $25.0 million in the prior year period due to increased spending on pre-development, evaluation and exploration expenses.
• Cash used in operating activities of $34.3 million increased compared to $9.2 million in the prior year period as a result of increased pre-development, evaluation, and exploration expenses.
• Cash and cash equivalents were $63.2 million as at December 31, 2025, a decrease of $39.6 million compared to September 30, 2025, primarily due to cash used in pre-development, evaluation, and exploration expenses, capital expenditures on property, plant, and equipment primarily for the Lone Tree Plant study, the repayment of the Sprott Convertible Loan and a build up of finished good and stockpile at the end of the year.
• Completed approximately 13,000 meters of drilling. Activities included drilling at Granite Creek underground to enhance mineral resource definition and support a planned feasibility study, infill drilling at Archimedes underground to enhance mineral resource definition ahead of mining and geotechnical drilling at Cove underground to support the planned feasibility study.
• Completed the Lone Tree Plant engineering study ("Study") which confirmed plant design, processing capacity and scope of work, resulting in a capital cost estimate of $412 million, inclusive of contingency, owner's cost and first fills, plus $18 million in capital spares for a total of $430 million.
Year ended December 31, 2025
• Revenue increased to $95.2 million from $50.3 million in the prior year which represented 28,196 ounces 1 at an average realized gold price 2 of $3,368 per ounce, compared to gold sales of 21,527 ounces 1 at an average realized gold price 2 of $2,332 per ounce in the prior year as mining activity at Granite Creek increased.
• Achieved 2025 guidance with 31,930 ounces of consolidated gold output, an increase from the prior year as mining activities continued to ramp up at Granite Creek underground.
• Gross profit improved to $11.5 million from a gross loss of $15.7 million in the prior year due to increased revenue. Granite Creek generated gross profit for the second half of 2025.
• Net loss of $198.8 million compared to $121.5 million in the prior year was higher due to other expenses from non-cash fair value revaluation losses, a non-cash write-down, and higher pre-development, evaluation and exploration expenses as the Company advances multiple projects with in the development plan partially offset by higher gross profit.
• Adjusted loss increased to $122.9 million from $111.2 million in the prior year due to increased spending on pre-development, evaluation and exploration expense as the Company advanced multiple projects within its development plan, partially offset by higher gross profit.
• Loss per share of $0.30 decreased from loss per share of $0.34 in the comparative prior year due to an increase in outstanding common shares following the equity raise in May 2025, partially offset by higher net loss.
• Cash used in operating activities was $83.6 million and was comparable to $82.5 million in the prior year.
• Cash balance of $63.2 million as at December 31, 2025, increased by $44.2 million during the year, due to proceeds from the brokered and private placements and higher gross profit, partially offset by a principal repayment on the Gold Prepay and Silver Purchase Agreement along with the Sprott Convertible Loan.
• Completed approximately 37,000 meters of drilling across the portfolio, including mineral resource definition drilling at Granite Creek underground project to support a feasibility study, technical drilling at Mineral Point open pit, infill drilling at Archimedes underground to enhance resource definition ahead of mining, and resource definition and geotechnical drilling at Cove underground to support a planned feasibility study.
• Total Recordable Injury Frequency Rate improved to 0.62 compared to 1.27 in the prior year.
• Strengthened technical leadership with the appointment of a new Chief Operating Officer and added depth across core management roles in operations, technical services and permitting.
• Received all required permits and commenced construction for the upper level of the Archimedes underground project – the Company's second underground mine – marking a key milestone in Phase one of its development plan.
• Commenced early work activities for the Lone Tree Plant refurbishment under a limited notice-to-proceed, followed by the completion of the Study of the refurbishment design and the capital costs.
• Stabilized groundwater inflow at Granite Creek underground - the Company's first brownfield project to be redeveloped - through enhanced dewatering infrastructure and a predictive ground water model improving development and mining rates.
1 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 59% in 2025 (2024 - 58%).
2 This is a Non-GAAP Measure; please see “Non-GAAP Financial Performance Measures” section.
Strategy Overview
i-80 Gold is executing a multi-asset development plan aimed at creating a mid-tier gold producer in Nevada. The near-term focus is on developing the Company’s two high-grade underground mines and the refurbishment and commissioning of the Lone Tree Plant, which will serve as a central processing hub for underground refractory material from all three underground projects. Development of the Company’s third underground mine as well as its two large, open pit oxide projects are expected to follow to support a long-term target of more than 600,000 1 ounces of annual gold output. All of the Company's properties are currently considered to be in the exploration stage as mineral reserves have yet to be defined.
In support of the three-phase development plan, the Company released Preliminary Economic Assessment prepared in accordance with NI 43-101 and the corresponding Initial Assessment prepared under S-K 1300 each published in the first quarter of 2025 and Initial Assessments ("PEA") in the first quarter of 2025 for all five core gold projects. These PEAs outlined a clear and achievable path to production and cash flow growth. Permitting, technical studies, development work and ramp up are actively being advanced across portfolio of core projects, as well as the Lone Tree Plant, in support of upcoming feasibility studies.
Phase one of the development plan includes the current ramp up at i-80 Gold’s first underground mine, Granite Creek, as well as commencing extraction at Archimedes, the second planned underground mine. A key milestone in this phase is the refurbishment and commissioning of the Lone Tree Plant to unlock the full value of the Company’s underground mines. Once commissioned, the Lone Tree Plant will enable processing of underground mineralized material to shift from third-party toll-milling to owner-operated processing in 2028. Average annual gold output is expected to increase to a range of between 150,000 to 200,000 ounces of gold in Phase one beginning in 2028 1 .
Phase two of the development plan focuses on bringing two additional projects into operation: Cove, the third planned underground mine, and Granite Creek open pit. Mineralized material from Cove is expected to be processed at the Lone Tree Plant beginning in 2029. With four producing assets, average annual gold output is expected to increase to a range of between 300,000 to 400,000 ounces of gold in 203 0 1 , representing a significant step in i-80 Gold’s transition to a mid-tier producer.
Phase three is anchored by the Mineral Point open pit project, which is expected to become the Company’s largest producing asset and projected to help the Company achieve its target of an average annual gold output beyond 600,000 ounces in the early 2030s 1 . The recent financing package provides flexibility to accelerate the feasibility study and permitting work for the Mineral Point open pit project. With several feasibility studies currently in progress, we continue to identify opportunities to optimize the development schedule for Phases two and three.
Recapitalization Plan
In 2025, the Company initiated a comprehensive recapitalization plan to strengthen its balance sheet and secure funding to execute on its three-phased development plan spanning six assets. During the year, the Company executed several financial initiatives in support of its recapitalization efforts.
During the first quarter, the Company entered into agreements to defer the December 2024 Orion Gold Prepay Agreement and January 2025 Silver Purchase Agreement deliveries, which were settled on April 2, 2025, by entering into a New Gold Prepay and Silver Purchase Agreement with National Bank with deliveries of 6,864 ounces of gold and 345,549 ounces of silver due by September 30, 2025. The arrangement with National Bank was settled in May 2025 for $32.3 million with proceeds from the equity raise in the second quarter.
During the second quarter, the Company closed a bought deal public offering of 345.8 million units at a price of $0.50 per unit for aggregate gross proceeds of $172.9 million. In addition to the offering, the Company closed a concurrent private placement of 25.2 million units of the Company at a price of $0.50 per unit for aggregate gross proceeds of $12.6 million and net proceeds of $12.5 million. Each unit was comprised of one common share and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of $0.70 until November 16, 2027. If fully exercised, the warrants could provide the Company with up to approximately $130 million in additional proceeds.
Subsequent to year-end, the Company announced on February 12, 2026 that it secured commitments for a financing package (the “Financing Package”) of up to $500 million, comprised of a royalty sale for $250 million and a gold pre-payment facility for up to $250 million. The Financing Package marked a significant milestone in achieving the Company’s recapitalization plans. The proceeds of the Financing Package will be used to advance the Company’s five gold projects through various stages of development, refurbish the Lone Tree Plant, and fund resource expansion and infill drilling, as well as for working capital purposes.
1 Consolidated gold output estimates and average annual gold output targets are based on the most recent LOM output schedules disclosed in the latest technical studies filed for each respective project and related property: Granite Creek underground project, Archimedes underground project, Cove underground project, Granite Creek open pit project, and Mineral Point open pit project. These anticipated output figures are preliminary in nature and are based on mineral resources, which do not have demonstrated economic viability, and are not mineral reserves. In addition, each of the foregoing technical reports are preliminary economic assessments/initial assessments that are preliminary in nature and each include an economic analysis that is based, in part, on inferred mineral resources. Inferred mineral resources are considered too speculative geologically to have for the application of economic considerations applied to them that would enable them to be categorized as mineral reserves. As such, there is no certainty that the output targets will be realized. The anticipated output targets are also pending the refurbishment and commissioning of the Lone Tree Plant. The output targets presented herein are Company goals and not a projection of results and should not be taken as output guidance. All of the Company’s projects are considered exploration stage projects under S-K 1300 because the Company has not determined mineral reserves at any of its properties pursuant to S-K 1300. With respect to Granite Creek underground and Archimedes underground, located on the Ruby Hill property, the Company has started extraction activities without determining mineral reserves. The following technical reports for each project and related property have been prepared in accordance with NI 43-101: Preliminary Economic Assessment Technical Report for the Cove Project, Lander County, Nevada (March 31, 2025); Preliminary Economic Assessment Technical Report for the Granite Creek Mine Project, Humboldt County, Nevada, USA (March 31, 2025); and Preliminary Economic Assessment NI 43-101 Technical Report for the Ruby Hill Project, Eureka Country, Nevada, USA (March 31, 2025). Corresponding technical reports prepared in accordance with S-K 1300 are as follows: Initial Assessment & Technical Report Summary for the Cove Project, Lander County, Nevada (March 26, 2025); Initial Assessment of the Granite Creek Mine, Humboldt County, NV (March 26, 2025); and Initial Assessment of the Ruby Hill Project, Eureka County NV (March 29, 2025).
The proceeds of the Financing Package, combined with the previously disclosed equity offerings above, completed by the Company in the second quarter of 2025 (the “Equity Offerings”), represent over $800 1 million in funding to support i-80 Gold’s objective of creating a mid-tier gold producer in Nevada. The final steps to complete the recapitalization plan targeting an overall amount of $900 million to $1 billion, include the Company’s plan to The Company has issued a notice of redemption of its existing convertible debentures as part of the recapitalization plan to provide the required security under the Financing Package. The Company is also contemplating the potential sale of a non-core asset and the issuance of debt or equity, or a combination thereof, to complete the recapitalization plan. This is expected to fully fund Phase one and Phase two of the development plan (2,3) , which is expected to increase annual production to approximately 300,000 – 400,000 ounces of gold 1 from less than 50,000 ounces currently, driven by the Company’s three underground mines and one oxide open pit operation.
Outlook
The Company achieved its 2025 guidance of 30,000 to 40,000 ounces, reporting 31,930 ounces of gold output, despite gold production being impacted by the timing of third-party processing. Granite Creek underground contributed 22,977 ounces within its expected range of between 20,000 to 30,000 ounces 1 . The Company’s two residual heap leach operations contributed 8,953 ounces of gold compared to the approximately 10,000 ounces expected in 2025. Had timing of processing by the Company’s third-party processor been in line with plan, production for the year would have been at the higher end of the guidance range, given as at the end of December 2025, over 6,500 recovered ounces of gold were stockpiled at the third-party processing facility.
In 2025, the Company met its expected growth expenditures of between $40 million to $50 million that is primarily recognized in pre-development, evaluation and exploration expenditures.
1 The proceeds of the financing package of up to $500 million announced by press release on February 12, 2026 (the “Financing Package”) will be used to retire all of the Company’s existing debt obligations, including approximately $95 million to settle the Gold Prepay Agreement and the Convertible Loan with Orion Resource Partners (across various funds) with the exception of a Silver Purchase and Sale Agreement held by Orion Mine Finance Fund III (HG) Ltd. Additionally, Convertible Debentures amounting to approximately $86 million will be retired from the proceeds of the Financing Package. Convertible Debenture holders have the right to elect to convert accrued interest into i-80 Gold common shares.
2 Consolidated gold output estimates and average annual gold output targets are based on the most recent LOM output schedules disclosed in the latest technical studies filed for each respective project and related property: Granite Creek underground project, Archimedes underground project, Cove underground project, Granite Creek open pit project, and Mineral Point open pit project. These anticipated output figures are preliminary in nature and are based on mineral resources, which do not have demonstrated economic viability, and are not mineral reserves. In addition, each of the foregoing technical reports are preliminary economic assessments/initial assessments that are preliminary in nature and each include an economic analysis that is based, in part, on inferred mineral resources. Inferred mineral resources are considered too speculative geologically to have for the application of economic considerations applied to them that would enable them to be categorized as mineral reserves. As such, there is no certainty that the output targets will be realized. The anticipated output targets are also pending the refurbishment and commissioning of the Lone Tree Plant. The output targets presented herein are Company goals and not a projection of results and should not be taken as output guidance. All of the Company’s projects are considered exploration stage projects under S-K 1300 because the Company has not determined mineral reserves at any of its properties pursuant to S-K 1300. With respect to Granite Creek underground and Archimedes underground, located on the Ruby Hill property, the Company has started extraction activities without determining mineral reserves. The following technical reports for each project and related property have been prepared in accordance with NI 43-101: Preliminary Economic Assessment Technical Report for the Cove Project, Lander County, Nevada (March 31, 2025); Preliminary Economic Assessment Technical Report for the Granite Creek Mine Project, Humboldt County, Nevada, USA (March 31, 2025); and Preliminary Economic Assessment NI 43-101 Technical Report for the Ruby Hill Project, Eureka Country, Nevada, USA (March 31, 2025). Corresponding technical reports prepared in accordance with S-K 1300 are as follows: Initial Assessment & Technical Report Summary for the Cove Project, Lander County, Nevada (March 26, 2025); Initial Assessment of the Granite Creek Mine, Humboldt County, NV (March 26, 2025); and Initial Assessment of the Ruby Hill Project, Eureka County NV (March 29, 2025).
3 Based on LOM gold output and capital costs outlined in the most recent LOM schedules disclosed in the latest technical studies filed for each respective project and related property: the Lone Tree Facility, Granite Creek underground, Archimedes underground, Cove underground and Granite Creek open pit when using a gold price assumption of $3,600/oz for the purposes of anticipated cash flow from operations. While the economics of the latest technical studies were completed at $2,175/oz with gold price sensitivities of up to $3,000/oz, a gold price assumption of $3,600/oz is in line with current long term consensus prices.
2026 Outlook
The Company’s 2026 production, operating and pre-development evaluation and exploration cost guidance is summarized below:
2026 Guidance
Production
Granite Creek underground
Archimedes underground and residual heap leach
Operating costs
Granite Creek underground
Archimedes underground
Sustaining capital
Growth capital
Lone Tree Plant
Granite Creek underground - water treatment
Pre-development expense
Granite Creek underground - mine development (a)
Archimedes underground - mine development
Evaluation and exploration expense
Resource expansion and infill drilling:
Granite Creek underground
Archimedes underground
Mineral Point open pit
Permitting and technical
(a) Granite Creek mine development costs will be capitalized upon declaration of reserves, assuming reserves will be declared in the feasibility study, which is expected in the second quarter of 2026.
At Granite Creek, guidance is largely in line with the PEA published in the first quarter of 2025, with some exceptions. As previously disclosed, the impact of underground water was not reflected in the PEA, resulting in (i) higher waste development rates required to catch up on development, (ii) additional capital required for dewatering infrastructure, (iii) lower grades processed in 2026 due to the delay in accessing the higher grade South Pacific Zone. Additionally, relative to the PEA, both recoveries and processing costs are higher due to the toll milling agreement entered into subsequent to the release of the PEA. Material mined is approximately 20% higher than the PEA, while mining, G&A and development and sustaining costs are in line. Step out and infill drilling budgets have been increased relative to the PEA due to the success of the 2025 program.
At Archimedes, tonnes and mined grade, and development costs are largely in line with the PEA. The exception is processing costs related to the new toll milling agreement entered into following the release of the PEA. Costs related to the Archimedes feasibility study have been brought forward to 2026 versus 2028 in the PEA. This includes infill drilling costs with an additional $10 million for an exploration drift and the cost of drilling longer holes.
Costs associated with pre-development activities at Mineral Point have been brought forward to 2026 from 2028. Resource expansion and infill drilling along with technical and early permitting activities are expected to total between $45 to $50 million and be funded through the portion of the proceeds from the Franco-Nevada Corporation royalty allocated to Mineral Point.
Other technical work, permitting activities, and holding costs are largely in line with estimates published in the respective PEAs.
This outlook, including expected results and targets, is subject to various risks, uncertainties and assumptions, which may impact future performance and the Company’s ability to achieve the results and targets discussed in this section. Please refer to "Forward-Looking Information" section. The Company may, but is under no obligation to, update this outlook depending on changes in metal prices and other factors.
Financing Overview
In support of the recapitalization strategy, the Company secured the following financing commitments:
Franco-Nevada Royalty
On February 12, 2026, the Company announced that it entered into a commitment letter with Franco-Nevada for $250 million in financing in exchange for a 1.5% LOM net smelter return royalty, stepping up to a 3.0% LOM net smelter return royalty on January 1, 2031 (the “Royalty
Financing”). The Royalty Financing is subject to customary closing conditions and is anticipated to be completed on or about March 17, 2026. The royalty payable to Franco-Nevada pursuant to the Royalty Financing would apply to production from all mineral properties in the portfolio, including Granite Creek, Cove, the Ruby Hill Complex and Lone Tree.
Upon closing of the Financing Package, $225 million of the Royalty Financing will be made available to the Company, of which $25 million is required to be allocated to the advancement of technical and permitting work for Mineral Point in 2026. An additional $25 million of the Royalty Financing is also expected to be made available in 2026 to further advance Mineral Point, following the expenditure of the initial disbursement toward the project. In total, the Financing Package allows the Company to allocate $50 million to advance exploration, technical work and permitting activities at Mineral Point in 2026.
Gold Prepayment Facility
On February 12, 2026, the Company announced it had secured commitments for a Gold Prepayment facility with National Bank and Macquarie, for an initial advance of $150 million at closing, with a $100 million accordion feature. Upon closing, the Company will have access to $150 million 1 , with the obligation to deliver 39,978 ounces of gold over a 30-month period beginning in January 2028. The accordion feature provides access to an additional $100 million for a 24-month period upon closing of the facility, subject to customary conditions and lender approval. The Company anticipates executing the accordion feature in the first half of 2027, at which point the number of additional gold ounces to be delivered will be determined. The Company expects the total ounces to be delivered for the full $250 million facility to represent approximately 15% of total gold output over the projected period of January 2028 to June 2030. Closing of the facility is subject to customary closing conditions, including but not limited to, inter-creditor arrangements and is anticipated to be completed by the end of the first quarter of 2026.
Further, i-80 Gold selected the facility with National Bank and Macquarie with a goal of transitioning the Gold Prepay into a corporate revolver following the completion of Phase one to fund the development of Mineral Point.
Year ended December 31, 2025
Orion Convertible Loan
On January 15, 2025, the Company completed the amendment and restatement of its convertible credit agreement with an affiliate of Orion Mine Finance ("Orion Convertible Loan"). The conditions relating to the deferral of certain gold and silver deliveries at the end of 2024 (collectively, the "Waiver Agreements").
Further to the Orion Convertible Loan, Orion and i-80 Gold extended the maturity date by six months from December 13, 2025, to June 30, 2026, and certain security was put in place to secure the Company’s obligations thereunder. Additional security against the Company’s Ruby Hill and Granite Creek projects was put in place on March 31, 2025. In connection with the extension of the Orion Convertible Loan, the Company issued five million common share purchase warrants to Orion with an exercise price of C$1.01 and an expiry date of January 15, 2029 (the “2025 Orion Warrants”).
In addition, in February 2025, i-80 Gold and Orion entered into an offtake agreement (the “Orion Offtake Agreement”). The Orion Offtake Agreement has similar terms to the Company's existing offtake agreement and commences once the current offtake agreement expires at the end of December 2028.
Prospectus Offering of Common Shares
On January 31, 2025, the Company closed a prospectus offering of 28.2 million common shares of the Company at a price of C$0.80 per share for aggregate gross proceeds of the Company of approximately $15.6 million (C$22.6 million).
On February 28, 2025, in connection with the prospectus offering, the Company closed a private placement of an aggregate of 1.0 million common shares to certain directors and officers of the Company at a price of C$0.80 per share for gross proceeds of approximately $0.6 million (C$0.8 million).
Convertible Debentures
On February 28, 2025, the Company entered into a supplemental indenture to effect certain amendments to its convertible debenture indenture dated February 22, 2023 (the "Indenture"). The amendments provided:
• the conversion price applicable to the debenture holder’s right to elect to convert outstanding and accrued interest on the convertible debentures is equal to the volume weighted average price of i-80 Gold’s common shares on the TSX during the five trading days immediately preceding the date of the debenture holder’s election notice, less a discount of 15%, converted into US dollars at the Bank of Canada rate on such date;
• the conversion price applicable to the Company’s right to elect to convert outstanding and accrued interest on the convertible debentures is equal to the greater of (x) 85% of the average closing price of the i-80 Gold common shares as measured in US dollars on the NYSE during the 10 business days immediately preceding the date of the Company’s election notice, and (y) the volume weighted average price of i-80 Gold common shares on TSX during the five trading days immediately preceding the date of the Company’s election notice, less a discount of 15%, converted into US dollars at the Bank of Canada rate on such date;
1 Under the terms of the Gold Prepay the drawdown would require a fully funded base case model following the completion of the recapitalization plan.
• that the Company’s right to grant security against the Cove project would rank subordinate to the security granted to the debenture holders; and
• the Company with a redemption right in respect of all of the outstanding convertible debentures which allows the Company to redeem, in its sole discretion, all of the outstanding convertible debentures for cash at a 104% premium of the outstanding principal and the accrued interest up to the redemption date.
At-the-Market Equity Program
During the first quarter of 2025, the Company issued 4.3 million common shares under the at-the-market equity program ("ATM program") for total gross proceeds of $2.5 million. From the inception of the ATM program until its expiration on March 31, 2025, the Company issued a total of 26.7 million common shares for total gross proceeds of $25.1 million.
New Gold Prepay and Silver Purchase Agreement
On March 31, 2025 the Company entered into a New Gold Prepay and Silver Purchase Agreement ("New Gold Prepay and Silver Purchase agreement") with National Bank of Canada ("National Bank") under which National Bank purchased approximately 6,864 ounces of gold and 345,549 ounces of silver from the Company for delivery to National Bank by September 30, 2025 or earlier, upon an infusion of capital in line with the recapitalization plan. The proceeds of this prepay arrangement were used to satisfy the March 31, 2025 gold and silver deliveries due to an affiliate of Orion Mine Finance under its respective Gold Prepay Agreement and Silver Purchase Agreement. The New Gold Prepay and Silver Purchase Agreement was fully repaid during May 2025.
Completed PEAs for Five Gold Projects
During the first quarter of 2025, the Company filed updated PEAs for its five gold projects within its development plan. The PEAs demonstrate the significant value of the Company's portfolio and support an updated mineral resource estimate and new development plan. Technical reports for each material project were filed in accordance with Subpart 1300 of Regulation S-K ("S-K 1300) and Item 601 of Regulation S-K in the United States and in accordance with National Instrument 43-101 - Standards for Disclosure of Mineral Projects ("NI 43-101") in Canada.
Third-party Processing Agreements
In March 2025, the Company finalized third-party processing agreements in respect of toll milling for refractory material as well as ore sales for oxide material. The agreements remain in effect through to December 31, 2027. The Company is targeting to have the anticipated refurbishment of its Lone Tree Plant complete by December 31, 2027, to allow for all material from the Company's three planned underground mines to be processed through the autoclave at the Lone Tree Plant.
Working Capital Facility
On April 29, 2025, the Company finalized an amended and restated master purchase and sale agreement with Auramet International, Inc. with a term of 18 months, which serves as a working capital facility (the "Auramet Agreement"). Under the Auramet Agreement, the Company may receive up to $12.0 million in prepayments for gold contained in mineralized material. During the year ended December 31, 2025, the Company delivered 6,100 ounces of gold, under the agreement, with total revenue of $20.4 million. As of December 31, 2025, no amounts were outstanding.
Bought Deal Offering and Private Placement
On May 16, 2025, the Company closed a bought deal public offering of 345.8 million units of the Company at a price of $0.50 per unit for aggregate gross proceeds of $172.9 million and net proceeds of $162.5 million. In addition to the offering, the Company closed a concurrent private placement of 25.2 million units to certain directors and officers and current shareholders of the of the Company at a price of $0.50 per unit for aggregate gross proceeds of $12.6 million. Each unit was comprised of one common share and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of $0.70 until November 16, 2027.
During the year ended December 31, 2025, the Company recorded the exercise of 11.5 million warrants at an exercise price of $0.70 per share, resulting in the issuance of 11.5 million shares of common shares and cash proceeds of $8.1 million.
DISCUSSION OF OPERATIONAL RESULTS
The Company owns and operates four past producing gold properties in Nevada, one of the largest gold producing regions in the world. The Company continued to advance its exploration stage gold properties following successful exploration programs.
Granite Creek Property
The Granite Creek property includes the Granite Creek underground project, a fully permitted, constructed and operating mine and the Granite Creek open pit oxide deposit adjacent to the underground project, currently in early-stage permitting and technical work. Granite Creek underground is the Company's first brownfield project to be redeveloped and is currently ramping up towards steady-state gold output.
Gold was initially discovered at Granite Creek in the mid to late 1930’s and includes the former Pinson mine. Approximately one million ounces have been produced from the property since that time. The Granite Creek property is comprised of several land parcels which now encompass
approximately 4,480 acres, located in the Potosi mining district, approximately 27 miles northeast of Winnemucca, within Humboldt County, Nevada. The seven-square miles of land contain all areas of past gold production and the area of mineral resources (underground and open pit).
Granite Creek Property
Three months ended
December 31,
Year ended
December 31,
Operational Statistics
Oxide mineralized material mined
tonnes
Sulfide mineralized material mined
tonnes
Total oxide and sulfide mineralized material mined
tonnes
Oxide mineralized material mined grade
Sulfide mineralized material mined grade
Low-grade mineralized material mined 1
tonnes
Low-grade mineralized material grade 1
Waste mined
tonnes
Total material mined
tonnes
Processed mineralized material - sulfide
tonnes
Processed mineralized material - leach
tonnes
Total processed mineralized material
tonnes
Gold produced 2
Gold sold 2
Underground mine development (pre-development)
meters
Drilling
meters
Financial Statistics
Mining cost (total mineralized material and waste)
Processing cost (processed mineralized material)
Site general and administrative (“G&A”) (total mineralized material mined 3 )
Royalties
Capital expenditure 4
Pre-development, evaluation and exploration expenses
1 Low-grade mineralized material extracted as part of the mining process that is below cut-off grade but incrementally economic.
2 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 59% in 2025 (2024 - 58%).
3 Total mineralized material mined consists of sulfide, oxide, and low-grade mineralized material.
4 Capital expenditure based on accrual basis.
Granite Creek Underground
Mineralized material mined at Granite Creek underground is processed as follows: (i) sulfide mineralized material is processed at a third-party processing facility and subject to a toll milling agreement entered into in March 2025, (ii) high-grade oxide mineralized material subject to an ore sales agreement, and (iii) low-grade oxide material is placed on a segregated section of the Company’s Lone Tree heap leach facility.
Mining activities for the current quarter and year ended December 31, 2025 exceeded the comparative prior-year periods. The outperformance was due to increased access to mineralized material from ongoing stope development, adjustments to mine sequencing, improving ground conditions and the delineation of additional high-grade areas through short-term drilling that were not included in the original resource model. Water inflows remained stable during the quarter and the upgraded pumping system continued to perform as expected. The construction of the water treatment plant is on track for completion near the end of the second quarter of 2026. The water treatment plant is designed to increase the capacity for surface water treatment and improve the management of water quality in preparation for ultimate discharge, supporting the Company's long-term groundwater management objectives and future operating stability.
The Company continues to encounter elevated levels of oxide mineralized material compared to levels anticipated in the March 2025 PEA at Granite Creek. The lower-grade oxide mineralized material continues to be suitable for processing via heap leach at the Company's Lone Tree heap leach facility.
During the year ended December 31, 2025, the Company's stockpile of sulfide mineralized material, which is processed under a third-party toll milling agreement, reached higher than expected levels due to delays at the third-party processing facility. As at December 31, 2025, the sulfide mineralized material stockpile of over 6,500 recovered ounces of gold is expected to be processed during the first quarter of 2026.
Pre-development, evaluation, and exploration expenses were $15.4 million for the three months ended December 31, 2025 and $38.0 million for the year ended December 31, 2025, which were primarily related to underground mine development and infill drilling to upgrade mineral resources.
Infill drilling of the South Pacific Zone was initiated in June 2025 and concluded at the end of the year. These infill drilling results successfully support the geological model, confirming the continuity and high-grade nature of the deposit. The overall program included 16,000 meters drilled over 46 holes, including six additional infill holes to test and confirm continuity of mineralization. Additionally, results from seven step-out holes reinforced the Company's belief in the potential to expand mineralization in the South Pacific Zone which could ultimately expand the Project's mine life. Assay results demonstrated robust high-grade mineralization throughout the South Pacific Zone and suggest the potential to continue to expand the South Pacific Zone to the north and at depth. Results from this drill program can be found in the most recent news release dated January 20, 2026 titled, "i-80 Gold Reports New High-grade Assay Results Reinforcing Resource Expansion Potential at Granite Creek Underground Project".
This program was primarily focused on infill drilling to support the conversion of mineral resources from the inferred resource category to the indicated category to form the basis for the upcoming feasibility study and mine plan for Granite Creek underground. Results from the 2025 drill program will be combined with infill drilling data from 2023 and 2024 to produce an updated mineral resource estimate using three years of additional data and to evaluate potential production and productivity improvements as the water management improves with additional lateral extent of the mineralized zone and improved ground conditions with depth. The feasibility study is planned for completion in the second quarter of 2026.
The Company is encouraged by the operating and technical improvements at Granite Creek and continues to believe this project represents significant future value. Exploration drilling is planned in 2026 to test high potential targets and additional drilling to further delineate resources.
Granite Creek Open Pit
Following the release of the Granite Creek open pit PEA, technical work has been underway to advance the project toward either a pre-feasibility or a feasibility level study. Simultaneously, technical trade off analyses are being conducted to optimize the project economics. Geotechnical and metallurgical drilling locations have been identified, and a study schedule is under management review. Geotechnical drilling in support of the selection of facility site locations was deferred in 2025 due to ongoing operating permit updates for the underground, pushing the start of drilling for the open pit project into 2026, and resulting in a timeline that is under review to optimize the future growth plan.
Permitting activities for the open pit expansion progressed as planned, with initial biological baseline field studies completed in the period ending December 2025. Based on preliminary assessments of potential environmental impacts, the project may require preparation of an Environmental Impact Statement ("EIS") under the Bureau of Land Management ("BLM") process. Early-stage permitting activities will continue in 2026 followed by commencement of baseline field studies in 2027 to support the National Environmental Policy Act (“NEPA”) permitting process.
Ruby Hill Property
The Ruby Hill property includes the Archimedes underground project, the Company's second planned underground mine for which construction began during the third quarter, and the Mineral Point open pit which is a large oxide gold and silver deposit with the potential to become the Company’s largest gold producing asset.
During the 1990’s, an ore body was discovered, which became the Archimedes open pit. Later discoveries included the Ruby Deeps Carlin-style sulfide mineralized deposit with the most recent discovery of the Hilltop zone. The Ruby Hill property is located within the Battle Mountain-Eureka trend, a northwest-trending geological belt located in north-central Nevada. The property contains gold, silver and base metal mineralization and exploration targets within the Archimedes underground project and Mineral Point open pit project. Processing infrastructure at Ruby Hill includes a primary crushing plant, grinding mill, leach pad, and carbon-in-column circuit, as well as associated mining infrastructure. Some of the existing facilities are expected to be utilized for Mineral Point, however new crushing, a Merrill Crowe plant and heap leach facilities will be required.
During the first quarter of 2025, the Company finalized a PEA for the Ruby Hill property covering both the Archimedes underground and Mineral Point open pit.
Ruby Hill Property
Three months ended
December 31,
Year ended
December 31,
Operational Statistics
Gold produced
Gold sold
Underground mine development (pre-development)
meters
Drilling
meters
Financial Statistics
Processing cost (produced oz)
Site G&A (produced oz)
Royalties
Capital expenditure 1
Pre-development, evaluation and exploration expenses
1 Capital expenditure based on accrual basis.
At Archimedes underground, permitting for mining above the 5100-foot level is complete. Construction has progressed above expectations and approximately 682 meters of development has been completed during the year. Infill delineation drilling of the 426 zone of upper Archimedes commenced in the fourth quarter and initiation of infill drilling in the Ruby Deeps zone of lower Archimedes is expected to commence in the second quarter of 2026, which will form the basis of a feasibility study expected in the first quarter of 2027, approximately 12 months earlier than indicated in the PEA. Predictive groundwater models for Archimedes underground have started with construction of an additional dewatering well in the first quarter of 2026. Permitting activities below the 5100-foot elevation are underway with an estimated completion by mid-2027, while reviewing opportunities to expedite the timeline.
The timeframe for first gold mined is in the second half of 2026. The Company continues to leach the historic leach pads on the property recovering minor amounts of gold.
At Mineral Point open pit, the drill program that commenced in the second quarter of 2025 continued with two surface core drill rigs and completed 5,532 meters of surface core drilling during the year ended December 31, 2025. This drill program was designed to support geotechnical, metallurgical and hydrogeology studies for baseline data to advance permitting and engineering work. Mineral Point currently hosts the Company’s largest gold and silver mineral resources. Due to the economic potential at Mineral Point, the Company is accelerating infill drilling and technical work to support pre-feasibility and feasibility studies. The proposed royalty financing comprising part of the Financing Package committed subsequent to December 31, 2025 contemplates $50 million available to advance these projects in 2026.
Capital expenditures for the year ended December 31, 2025, were primarily from the construction of a maintenance shop related to the Archimedes underground access portal and purchases of light equipment.
Pre-development, evaluation and exploration expenditures were $8.9 million and $18.4 million for the three and twelve months ended December 31, 2025, primarily due to increased spending at the Archimedes underground project. The higher expenditure is driven by a decline advance rate that exceeded expectations, resulting in accelerated development activity and the construction of surface infrastructure.
For the residual leaching process, management is focused on improving solution management and optimizing cyanide application rates with the objective of increasing production from the historic leach pad during the first quarter of 2026.
Cove Project
Cove is an advanced stage exploration project and is expected to be the Company's third underground mine. It covers 30,923 acres and is located 32 miles south of the town of Battle Mountain, in the Fish Creek Mountains of Lander County, Nevada, and lies within the McCoy Mining District. Modern exploration for copper and gold in the McCoy Mining District started in the 1960s. The Cove property is, for the most part, on land controlled by the U.S. Department of Interior, BLM and patented mining claims and consists of 100%-owned unpatented claims and twelve leased patented claims.
NEPA permitting activities are underway with the BLM at Cove in anticipation of an EIS. i-80 Gold is actively advancing major permit applications with the goal of aligning regulatory approvals with planned development timelines.
Cove Project
Three months ended
December 31,
Year ended
December 31,
Operational Statistics
Drilling
meters
Financial Statistics
Pre-development, evaluation and exploration expenses
Over the last two years, the Company completed approximately 32,992 meters of infill drilling at Cove. Drilling was conducted across the Gap and Helen zones on approximately 30-meter spacing. The result of this work advanced management's understanding of the Cove project by providing a more robust geological model, a greater understanding of the gold mineralization including continuity and grade, and increased confidence in future mineral resource delineation reinforcing the potential for a high-grade underground operation. Collectively, the program has strengthened the technical foundation required for the transition from the current PEA work towards completing a feasibility study, which is planned for completion in the second quarter of 2026 and which will replace the Cove PEA filed in March 2025.
Lone Tree Plant
The Lone Tree property is a historic producing mine that ceased mining operations in 2006 and is located within the Battle Mountain-Eureka Trend, midway between the Company's Granite Creek property and Cove underground project. The Lone Tree open pit is not currently included in the new development plan. The Lone Tree Plant is currently non-operational and a construction decision on its refurbishment was made by the Board of Directors subsequent to year-end. I-80 Gold is one of two gold companies in Nevada with an autoclave processing plant. The other being owned by Nevada Gold Mines Inc., a joint venture between Barrick Mining and Newmont Gold Corporation.
The Lone Tree Plant is envisioned to process material from the Company’s three underground mines, Granite Creek, Archimedes, and Cove, to establish a regional hub-and-spoke mining and processing model. Upon refurbishment and commissioning as planned, the Lone Tree Plant will allow the Company to transition from toll milling to owner-operated processing. This shift is expected to materially increase operating margins and enhance free cash flow generation.
During the fourth quarter, a Study was completed for the Lone Tree Plant refurbishment. The Study updates an internal feasibility study completed in 2023 to incorporate design optimizations, value engineering initiatives, a filtered tailings system, and updated cost estimates to support an improved execution strategy. A positive construction decision was made in the first quarter of 2026 with the recapitalization. Plant commissioning is anticipated at the end of 2027.
The Lone Tree Plant is expected to operate at a nameplate capacity of 2,268 tonnes per day or 827,806 tonnes per annum, consistent with historic production rates. The processing circuit will incorporate an integrated pressure oxidation (“POX”) and carbon-in-leach (“CIL”) circuits capable of processing both refractory (sulfide) and non-refractory (oxide) mineralized material. The scope of work includes a combination of improved design components and the replacement of some existing infrastructure aimed at modernizing the Lone Tree Plant to improve process efficiency and operating flexibility, and to meet new environmental compliance standards, including the upgrade of the existing autoclave to a modern pressure oxidation circuit.
The refurbishment has a capital cost estimate of $412 million, inclusive of contingency, owner’s costs, and first fills, plus $18 million in capital spares for a total of $430 million. The estimate is higher than the anticipated amount of approximately $400 million, largely due to increased costs associated with inflation and engineering design details, and additional redundancy by expanding the capacity of the filtered tailings system.
In August 2025, the Board of Directors approved a limited notice to proceed with detailed engineering to allow for the procurement of long-lead equipment and the details required for updating operating permits. The Lone Tree Plant is permitted for the existing operational components in use. The approval of new and revised permit applications pertaining to air quality, water pollution control, mercury abatement, and reclamation management programs for the new design remain outstanding. The Company is targeting submittal of the necessary applications for the primary environmental permits in the first quarter of 2026. Various construction activities are expected to commence upon the approval of the associated permits.
Lone Tree
Three months ended
December 31,
Year ended
December 31,
Operational Statistics
Gold produced
Gold sold
Financial Statistics
Processing cost (produced oz)
Site G&A (produced oz)
Capital expenditure 1
1 Capital expenditure based on accrual basis.
The leaching of the historic leach pad at Lone Tree continues to produce gold at profitable quantities.
Capital expenditures during the year ended December 31, 2025 and in the comparative period were primarily related to the technical work to support the refurbishment of the Lone Tree Plant.
DISCUSSION OF FINANCIAL RESULTS
Three months ended
December 31,
Year ended
December 31,
(in thousands of USD)
Revenue
Cost of sales
Depletion, depreciation and amortization
Gross profit (loss)
Expenses
Pre-development, evaluation and exploration
General and administrative
Property maintenance
Write-down of property, plant and equipment
Loss from operations
Other income and expenses, net
Interest expense
Loss before income taxes
Deferred tax recovery (expense)
Net loss
Financial results for the three months ended December 31, 2025
Revenue
Revenue for the three months ended December 31, 2025 was $21.3 million, a decrease from $23.2 million in the comparative prior year period. During the fourth quarter, the Company held a higher inventory balance due primarily to the timing of third-party processing. It is expected that the stockpile will be processed during the first quarter of 2026. During the three months ended December 31, 2025, gold ounces sold 1 totaled 5,477 ounces at an average realized gold price 2 of $3,887 per ounce compared to gold ounces sold 1 of 9,053 at an average realized gold price 1 of $2,560 per ounce during the same period of 2024.
1 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 59% in 2025 (2024 - 58%).
2 This is a Non-GAAP Measure; please see “Non-GAAP Financial Performance Measures” section.
Three months ended
December 31,
Spot price per ounce of gold ($)
% Change
Average
Low
High
Average realized
Cost of sales
Cost of sales for the three months ended December 31, 2025 was $16.4 million, a slight decrease from $20.9 million in the comparative prior year quarter due to lower gold ounces sold 1 , partially offset by an increase in costs largely related to processing costs.
Pre-development, evaluation and exploration expenses
Three months ended
December 31,
(in thousands of USD)
Granite Creek
Ruby Hill
Cove
Other
Total pre-development, evaluation and exploration
For the three months ended December 31, 2025, the Company incurred higher pre-development, evaluation and exploration expenses, compared to the prior year period reflecting the increased activity to advance key development milestones across all five gold projects within its development plan. At Granite Creek, expenses increased primarily due to increased underground development expenditures, largely related to dewatering infrastructure, along with drilling costs and other technical work related to the preparation of a feasibility study targeted for the second quarter of 2026. At Ruby Hill, spending increased primarily due to expenditures related to Archimedes underground development as the advancement rate of the decline exceeded expectations, resulting in accelerated development activity and higher drilling expenses related to geologic mapping of the underground and construction of the drill bays. Cove pre-development, evaluation and exploration expenditures decreased in the current quarter compared to the prior year quarter as the geotechnical drilling was completed in the fourth quarter of 2025, compared to underground delineation drilling on the Helen, the CSD, and Gap deposits from the same comparative period.
General and administrative
For the three months ended December 31, 2025, general and administrative expenses are higher compared to the prior year period primarily due to the revaluation of share based compensation based upon the increase in the Company's share price.
Write-down of property, plant and equipment
During the fourth quarter of 2026, a write-down of property, plant and equipment was recognized relating to the Lone Tree Plant. In conjunction with the Company's finalization of its Lone Tree study, the Company concluded on refurbishment requirements and based upon this assessment identified certain assets that would not be required for future use.
Other (expense) income
Three months ended
December 31,
(in thousands of USD)
Loss on Silver Purchase Agreement
(Loss) gain on fair value measurement of warrant liabilities
Interest income on cash equivalents
Loss on Gold Prepay Agreement
Gain on fair value measurement on Convertible Loans
Interest income on restricted cash
Gain (loss) on foreign exchange
Other expense
Total other (expense) income
Loss and gains on revaluation of the fair value of warrants was driven by changes in the Company’s share price during the periods.
Loss on Gold Prepay Agreement and Silver Purchase Agreement was comprised of revaluation losses which are driven by changes in the gold and silver forecast prices during the period.
Interest Expense
Three months ended
December 31,
(in thousands of USD)
Interest accretion on Convertible Loans
Interest accretion on Convertible Debentures
Interest accretion on Silver Purchase Agreement
Interest accretion on Gold Prepay Agreement
Amortization of finance costs
Other interest expense
Total interest expense
Interest expense for the three months ended December 31, 2025 was $6.6 million, decrease of $1.4 million compared to the prior year quarter. The decreased interest expense was primarily related to Gold Prepay Agreement interest accretion that has decreased as a result of settlements.
Financial results for the year ended December 31, 2025
Revenue
Revenue for the year ended December 31, 2025 was $95.2 million, an increase of 89% from $50.3 million in the comparative prior year period. The increase in revenue was equally driven by higher ounces sold 1 at Granite Creek and higher average realized gold prices 2 . During the year ended December 31, 2025, gold ounces sold 1 totaled 28,196 ounces at an average realized gold price 2 of $3,368 per ounce, compared to 21,527 ounces at an average realized gold price 2 of $2,332 per ounce during the same period of 2024.
Year ended
December 31,
Spot price per ounce of gold ($)
% Change
Average
Low
High
Average realized
Cost of sales
Cost of sales for the year ended December 31, 2025 was $82.0 million, which was an increase from $64.6 million in the comparative prior year period, largely driven by an increase in gold ounces sold 1 , partially offset by decreased inventory write-downs of $4.0 million compared to $13.1 million in the comparative period of 2024. During the second quarter of 2025, a write-down was recognized mainly due to higher processing fees related to sulfide mineralized material and heap leach material at Granite Creek
Depreciation, depletion and amortization
Total depreciation, depletion, and amortization expense for the year ended December 31, 2025 increased compared to the prior year mainly due to higher leach pad depreciation related to Granite Creek material which began in the fourth quarter of 2024.
1 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 59% in 2025 (2024 - 58%).
2 This is a Non-GAAP Measure; please see “Non-GAAP Financial Performance Measures” section.
Pre-development, evaluation and exploration expenses
Year ended
December 31,
(in thousands of USD)
Granite Creek
Ruby Hill
Cove
Other
Total pre-development, evaluation and exploration expenses
For the year ended December 31, 2025, the Company incurred $66.1 million of pre-development, evaluation and exploration expenses compared to $38.4 million of expenses for year ended December 31, 2024. The increase in pre-development, evaluation and exploration were primarily due to increased activity to advance key development milestones across all five gold projects in support of its development plan. At Ruby Hill, expenditures increased due to the initiation of construction at Archimedes underground in the third quarter where the advancement rate of the decline exceeded expectations, resulting in accelerated development activity, along with higher drilling expenses related to geologic mapping of the underground and construction of the drill bays. At Granite Creek, expenses increased due to underground development largely related to dewatering infrastructure, as well as drilling costs and other technical work related to the preparation of a feasibility study targeted for completion in the second quarter of 2026. Cove pre-development, evaluation and exploration expenditures decreased in the year ended December 31, 2025 compared to the prior year period as geotechnical drilling was completed in the fourth quarter of 2024 and delineation drilling completed in the first quarter of 2025.
General and administrative
For the year ended December 31, 2025, general and administrative expenses are higher compared to the prior year primarily due to the revaluation of share based compensation driven by the increase in the Company's share price.
Other (expense) income
Year ended
December 31,
(in thousands of USD)
Loss on sales from Gold Prepay Agreement
Loss on sales from silver purchase agreement
(Loss) gain on fair value measurement of warrant liabilities
(Loss) gain on fair value measurement of Convertible Loans
Interest income on cash equivalents
Interest income on restricted cash
Gain (loss) on foreign exchange
Other (expense) income
Total other (expense) income
Loss on the valuation of the fair value of warrants and the Convertible Loans conversion option derivatives were driven by changes in the Company’s share price at each reporting period.
Loss on the Gold Prepay Agreement and Silver Purchase Agreement was comprised of realized losses due to metal prices compared to agreement inception prices on settlement as well as unrealized fair value measurement gains and losses which are driven by changes in the gold and silver forecast prices during the period.
Interest Expense
Year ended
December 31,
(in thousands of USD)
Interest accretion on Convertible Loans
Interest accretion on Convertible Debentures
Interest accretion on Gold Prepay Agreement
Interest accretion on Silver Purchase Agreement
Interest accretion on long-term debt
Amortization of finance costs
Finance expense
Other interest expense
Total interest expense
Interest expense for the year ended December 31, 2025, decreased compared to the prior year due to decreased interest accretion on Gold Prepay Agreement as a result of deliveries.
DISCUSSION OF FINANCIAL POSITION
Balance Sheet Review
Assets
Cash and cash equivalents increased by $44.2 million from $19.0 million at December 31, 2024 to $63.2 million as at December 31, 2025. Refer to the Liquidity and Capital Resources section below for further details.
Inventory increased to $29.3 million as at December 31, 2025 from $15.3 million as at December 31, 2024 primarily due to increased stockpile and finished goods inventory as a result of timing of processing and deliveries.
Liabilities
Total liabilities as at December 31, 2025 were $356.6 million compared to $315.0 million as at December 31, 2024. The increase was due primarily to increases in other liabilities related to the Gold Prepay and Silver Purchase Agreement derivative which increased due to metal prices. The warrant liability has also increased due to the Company's share price.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity Outlook
Year ended
(in thousands of USD)
December 31, 2025
December 31, 2024
Cash and cash equivalents
Working capital
Changes in cash and cash equivalents are discussed in the cash flow section. The working capital deficit has increased since December 31, 2024 due to an increase in cash partially offset by current portion of long-term liabilities increasing.
Subsequent to December 31, 2025, the Company, through its recapitalization plan discussed in the Overview section, is in the process of providing the necessary liquidity to execute on its development plan. In the short term, the Company is in a solid position to meet its liquidity requirements, but in the longer term the Company may need to raise additional capital to execute on its three-phase development plan.
The Company's ability to make scheduled payments on the principal of, to pay interest on or to refinance its indebtedness depends on the Company's future performance, which is subject to economic, financial, competitive and other factors, many of which are not under the control of the Company. Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due, including, among others, debt repayments, interest payments and contractual commitments.
The Company may not generate cash flow from operations in the future sufficient to service the debt and make necessary capital expenditures. If the Company is unable to generate such cash flow, it may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. The Company's ability to refinance its indebtedness will depend on the capital markets and its financial condition at such time. The Company may not be able to engage in any of these activities, or engage in these activities on desirable terms, which could result in a default on its debt obligations.
In addition, the Company's arrangements with Orion and the Convertible Debentures require the Company to satisfy various affirmative and negative covenants and, in the case of the arrangements with Orion, to meet certain financial ratios and tests. These covenants limit, among other things, the Company's ability to incur further indebtedness, create certain liens on assets, or engage in certain types of transactions. There are no assurances that the Company will not, as a result of such covenants, be limited in its ability to respond to changes in its business or competitive activities, or be restricted in its ability to engage in mergers, acquisitions or dispositions of assets. Furthermore, a failure to comply with such covenants could result in an event of default under any debt instruments, which may allow the lenders thereunder to accelerate repayment obligations or enforce security, if any. However, subsequent to year end, the Company has called the Convertible Debentures for repayment.
Debt
Year ended
(in thousands of USD)
December 31, 2025
December 31, 2024
Convertible Debentures
Orion Convertible Loan
Sprott Convertible Loan
Gold Prepay Agreement
Silver Purchase Agreement
Other
Total
Convertible Debentures
The Convertible Debentures bear interest at a fixed rate of 8.0% per annum and will mature on February 22, 2027. Outstanding amounts under the Convertible Debentures are convertible into common shares of the Company at any time prior to maturity at the option of the lender (a) in the case of the outstanding principal, $3.38 per common share, and (b) in the case of accrued and unpaid interest at the market price of the common shares at time of the conversion of such interest less a 15% discount. As at December 31, 2025, total principal and accrued interest was $81.6 million.
On February 28, 2025, the Company entered into a supplemental indenture to effect certain amendments to the Indenture as described in the Financing Overview section.
Orion Convertible Loan
The Orion Convertible Loan bears interest at a rate of 8.0% annually and will mature on June 30, 2026. As at December 31, 2025, total principal and accrued interest was $69.2 million.
On January 15, 2025, the Company amended and restated its Orion Convertible Loan. As a result, the conditions relating to the deferral of gold and silver deliveries, and the extension of the Orion Convertible Loan (collectively, the "Waiver Agreements") required to be completed to-date have been satisfied.
Further to the amendment of the Orion Convertible Loan, Orion and i-80 Gold have extended the maturity date of the Orion Convertible Loan from December 13, 2025, to June 30, 2026, and have put certain security in place to secure the Company’s obligations. Additional security against the Company’s Ruby Hill and Granite Creek projects was put in place as of March 31, 2025. See additional discussion in the Gold Prepay and Silver Purchase Agreement deferral section below.
Sprott Convertible Loan
The Sprott Convertible Loan bears interest at a rate of 8.0% annually and matured on December 9, 2025 and was repaid.
Gold Prepay Agreement
On December 13, 2021, the Company entered into a Gold Prepay Agreement with Orion, which was later amended in April 2022 to adjust the quantity of the quarterly deliveries for aggregate deliveries of 30,400 ounces of gold which was satisfied as at September 30, 2025.
On September 20, 2023, the Company entered into the amended and restated Gold Prepay Agreement with Orion pursuant to which the Company received aggregate gross proceeds of $20.0 million (the "2023 Gold Prepay Accordion") structured as an additional accordion under the existing Gold Prepay Agreement. The 2023 Gold Prepay Accordion will be repaid through the delivery by the Company to Orion of 13,333 ounces of gold. The first delivery occurred on March 31, 2024, and the last delivery will occur on December 31, 2026.
As at December 31, 2025, the total liability is $8.2 million and the embedded derivative for the Gold Prepay Agreement was $9.3 million with 4,440 ounces of gold remaining to be delivered under the agreement.
Silver Purchase Agreement
On December 13, 2021, in exchange for $30.0 million, the Company entered into a silver purchase and sale agreement with Orion ("Silver Purchase Agreement"). Pursuant to the terms of the Silver Purchase Agreement, which commenced as of April 30, 2022, the Company is to deliver to Orion 100% of the silver production from the Granite Creek and Ruby Hill projects until the delivery of 1.2 million ounces of silver, after which the delivery will be reduced to 50% until the delivery of an aggregate of 2.5 million ounces of silver, after which the delivery will be reduced to 10% of the silver production solely from Ruby Hill Project. Orion will pay the Company an ongoing cash purchase price equal to 20% of the prevailing silver price. Until the delivery of an aggregate of 1.2 million ounces of silver, the Company is required to deliver the following minimum amounts of silver ("the Annual Minimum Delivery Amount") in each calendar year: (i) in 2022, 300,000 ounces, (ii) in 2023, 400,000 ounces, (iii) in 2024, 400,000 ounces, and (iv) in 2025, 100,000 ounces. In the event that in a calendar year the amount of silver delivered under the Silver Purchase Agreement is less than the Annual Minimum Delivery Amount, the Company shall make up such difference (the “Shortfall Amount”) by delivering on or before the fifteenth day of the month immediately following such calendar year (the "Delivery Deadline"). At the Company’s sole option, the obligation to make up the Shortfall Amount to Orion may be satisfied by the delivery of refined gold instead of refined silver, at a ratio of 1/75th ounce of refined gold for each ounce of refined silver. The Silver Purchase Agreement was funded April 2022.
As at December 31, 2025, the total liability is $18.8 million and the embedded derivative for the Silver Purchase Agreement was $20.4 million with 94,158 ounces remaining to be delivered under the 2025 annual minimum delivery amount and the future silver production from the Granite Creek and Ruby Hill properties at a range of 10% to 50% of total production.
Gold Prepay Agreement and Silver Purchase Agreement deferral
The Gold Prepay Agreement delivery scheduled for December 31, 2024, and the Silver Purchase Agreement delivery scheduled for January 15, 2025, were deferred to March 31, 2025. On January 15, 2025, in connection with Waiver Agreements, i-80 Gold issued to Orion five million common share purchase warrants priced at C$1.01. The 2025 Orion Warrants have a four-year term. In addition, i-80 Gold and Orion entered into the Orion Offtake Agreement. The Orion Offtake Agreement has similar terms to the existing agreement with Vox Royalty Corp. and will commence once the current offtake agreement expires at the end of December 2028. As amended by the Waiver Agreements the minimum cash requirements through March 31, 2025 were satisfied.
New Gold and Silver Prepay Agreement
On Ma rch 31, 2025 the Company entered into a New Gold Prepay and Silver Purchase Agreement with National Bank under which National Bank purchased 6,864 o unces of gold and 345,549 ounces of silver from the Company for delivery to National Bank by September 30, 2025 or earlier, upon an infusion of capital in line with the recapitalization plan. The proceeds of this new prepay arrangement was used to satisfy the March 31, 2025 gold and silver deliveries due to an affiliate of Orion Mine Finance under its respective Gold Prepay Agreement and Silver Purchase Agreement. The obligations under the New Gold Prepay and Silver Purchase Agreement with National Bank are secured by the FAD project. This was funded on April 1, 2025 and was subsequently settled during May 2025.
Working Capital Facility
On April 29, 2025, the Company finalized a master purchase and sale agreement with Auramet International, Inc. Under the Auramet Agreement, the Company can receive a prepayment of up to $12.0 million for gold contained in mineralized material. The Company recognized this contract as a revenue contract however the agreement provides the Company working capital flexibility.
During the year ended December 31, 2025, the Company delivered 6,100 ounces of gold under the agreement. As of December 31, 2025, no amounts were outstanding.
Equity
Outstanding share data
As of February 19, 2026
Common Shares
Warrants
Stock Options
Restricted Share Units ("RSU")
Performance Share Units ("PSU")
Deferred Share Units ("DSU")
Share Capital
During the year ended December 31, 2025 and 2024 the Company issued the following shares:
Year ended
(in thousands of U.S. dollars and shares)
December 31, 2025
December 31, 2024
Number of shares issued
Amounts
Number of shares issued
Amounts
Bought deal offering
Private placement
Prospectus offering and private placement
ATM Program
Share purchase warrants
Contingent payments
Convertible loan
Share-based compensation
Total
Bought Deal Offering and Private Placement
(a) On May 16, 2025, the Company closed a bought deal public offering of 345.8 million units of the Company at a price of $0.50 per unit for aggregate gross proceeds of $172.9 million and net proceeds of $162.5 million. In addition to the bought deal offering, the Company closed a concurrent private placement of 25.2 million units to certain directors and officers of the Company at a price of $0.50 per unit for aggregate gross proceeds of $12.6 million. Each unit was comprised of one common share and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of $0.70 until November 16, 2027.
On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69.7 million units at a price of C$1.65 per unit for aggregate gross proceeds to the Company of approximately C$115.0 million ($83.5 million). Each unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. The 34.8 million common share warrants issued in connection with the offering were valued at $8.9 million at inception using the closing price of the warrants of C$0.35 on May 1, 2024. The Company incurred $4.5 million in transaction costs in connection with the Offering, of which $4.1 million was allocated to shares issued and presented as a reduction to share capital within the statement of changes in equity. Each warrant entitles the holder to purchase one common share at a price of C$2.15 until May 1, 2028.
On February 20, 2024, the Company completed a non-brokered private placement of common shares. An aggregate of 13.1 million shares were issued by the Company at a price of C$1.80 per common share for aggregate gross proceeds of $17.4 million (C$23.5 million). Certain directors and/or officers of the Company subscribed for C$0.3 million in common shares under the private placement. Transaction costs incurred of $0.4 million are presented as a reduction to share capital.
Prospectus Offering of Common Shares
(b) On January 31, 2025, the Company closed a prospectus offering of 28.2 million common shares of the Company at a price of C$0.80 per share for aggregate gross proceeds of the Company of approximately $15.6 million (C$22.6 million).
On February 28, 2025, in connection with the prospectus offering, the Company closed a private placement of an aggregate of 1.0 million common shares to certain directors and officers of the Company at a price of C$0.80 per share for gross proceeds of approximately $0.6 million (C$0.8 million).
ATM Program
(c) During the year ended December 31, 2025, the Company issued 4.3 million c ommon shares under the ATM Program for total gross proceeds of $2.5 million (2024 - 22.4 million common shares for total gross proceeds of $22.6 million).
Share Purchase Warrants
(d) During the year ended December 31, 2025, the Company recorded the exercise of 11.5 million warrants at an exercise price of $0.70 per share, resulting in the issuance of 11.5 million shares of common shares and cash proceeds of $8.1 million.
Contingent Payment
(e) On February 9, 2024, the Company issued 1.6 million common shares to Waterton at a price of C$1.80 as partial consideration of the contingent value rights payment related to Granite Creek due upon production of the first ounce of gold following a 60 consecutive day period where gold prices have exceeded $2,000 per ounce.
On March 20, 2024, the Company issued 1.1 million common shares to Waterton at a price of C$1.73 as partial consideration of the contingent value rights payment related to Granite Creek.
Shares issued Convertible loan
(f) On October 31, 2024, The Company issued common shares in connection with Sprott's conversion under the Sprott Convertible Loan.
Cash Flows
Three months ended
December 31,
Year ended
December 31,
(in thousands of U.S. dollars, unless otherwise noted)
OPERATING ACTIVITIES
Net loss
Adjustments
Net change in operating assets and liabilities
Cash used in operating activities
INVESTING ACTIVITIES
Capital expenditures on property, plant and equipment
Disposal proceeds
Cash used in investing activities
FINANCING ACTIVITIES
Net proceeds from shares issued in equity offerings
Principal repayment on Gold Prepay Agreement
Principal repayment on Silver Purchase Agreement
Proceeds from New Gold Prepay and Silver Purchase Agreement
Repayment on New Gold Prepay and Silver Purchase Agreement
Principal repayment on Convertible Loan
Warrant and stock option exercises
Finance fees paid
Contingent payments
Other
Cash (used in)/provided by financing activities
Change in cash, cash equivalents and restricted cash during the period
Cash, cash equivalents and restricted cash, beginning of period
Effect of exchange rate changes on cash held
Cash, cash equivalents and restricted cash, end of period
Cash flows for the three months ended December 31, 2025
Cash used in operating activities for the three months ended December 31, 2025, was $34.3 million compared to $9.2 million cash used in operating activities in the comparative period in 2024. The change in cash used in operating activities for the three months ended December 31, 2025 was primarily due to increased pre-development, evaluation, and exploration expenses and a lower change in comparative working capital.
Cash used in investing activities was primarily for the engineering study at Lone Tree, the Granite Creek water treatment plant, and Archimedes underground development at Ruby Hill.
Cash used in financing activities for the three months ended December 31, 2025 was $0.1 million compared to cash provided by financing activities of $8.1 million in the comparative period of 2024. Cash used in financing activities for the three months ended December 31, 2025, was lower than the comparative period as repayments for the Sprott convertible loan and the gold prepay and silver purchase agreement were partially offset by proceeds from warrant exercises. In the comparative prior year period, the Company’s ATM program generated $8.8 million.
Cash flows for the year ended December 31, 2025
Cash used in operating activities for the year ended December 31, 2025, was $83.6 million compared to $82.5 million in the prior year. The increase in cash used in operating activities was due to increased gross profit and a positive change in comparative working capital of $3.1 million partially offset by higher expenditures related to the Company’s development plan.
Cash used in investing activities for the year ended December 31, 2025 was $9.6 million compared to $1.6 million in the prior year. Cash used in investing activities for the year ended December 31, 2025 was primarily driven by capital expenditures related to processing plant studies at Lone Tree, Granite Creek water treatment plant and construction in preparation of portal access at Archimedes underground as well as surface infrastructure.
Cash provided by financing activities for the year ended December 31, 2025 was $139.0 million compared to $82.7 million for the year ended December 31, 2024. Cash provided by financing activities for the year ended December 31, 2025 was higher than the prior year due to higher proceeds from the share issued in brokered placement and equity issuances, partially offset by principal repayments made on the Gold Prepay Agreement, the Silver Purchase Agreement and the convertible loan.
COMMITMENTS AND CONTINGENCIES
The Company has described its commitments and contingencies in Note 18 of the Financial Statements for the year ended December 31, 2025.
RELATED PARTY TRANSACTION
The Company has described related party transactions in Note 17 of the Financial Statements for the year ended December 31, 2025.
CRITICAL ACCOUNTING ESTIMATES
Critical accounting policies and estimates used to prepare our financial statements are discussed with our audit committee as they are implemented. There were no significant changes in our critical accounting policies or estimates since the Annual Report Form 10-K for December 31, 2024. For further details on the Company’s accounting policies and estimates, refer to the Company’s Financial Statements for the year ended December 31, 2025.
NON-GAAP FINANCIAL PERFORMANCE MEASURES
The Company has included certain terms or performance measures commonly used in the mining industry that are not defined under US GAAP in this document. These include adjusted loss, adjusted loss per share, and average realized price per ounce. Non-GAAP financial performance measures do not have any standardized meaning prescribed under US GAAP, and therefore, they may not be comparable to similar measures employed by other companies. The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures prepared in accordance with US GAAP and should be read in conjunction with the Company's Financial Statements.
Definitions
"Average realized gold price” per ounce of gold sold is a non-GAAP measure and does not constitute a measure recognized by US GAAP Accounting Standards and does not have a standardized meaning defined by US GAAP Accounting Standards. It may not be comparable to information in other gold producers’ reports and filings. Management believes this non-GAAP measure improves the understanding of revenue.
"Adjusted loss” and “adjusted loss per share” are non-GAAP financial performance measures that the Company considers to better reflect normalized earnings because it eliminates temporary or non-recurring items such as: (loss) gain on warrants, gain (loss) on Convertible Loans, and loss on fair value measurement of Gold Prepay Agreement and Silver Purchase Agreement. Adjusted loss per share is calculated using the weighted average number of shares outstanding under the basic calculation of earnings per share.
Average realized gold price per ounce of gold sold 1
Three months ended
December 31,
Year ended
December 31,
(in thousands of U.S. dollars, unless otherwise noted)
Consolidated
Revenue
Silver revenue
Gold revenue
Gold sold¹
Average realized gold price ($/oz)
Granite Creek
Revenue
Gold ounces sold 1
Average realized gold price ($/oz)
Lone Tree
Revenue
Silver revenue
Gold revenue
Gold sold
Average realized gold price ($/oz)
Ruby Hill
Revenue
Silver revenue
Gold revenue
Gold sold
Average realized gold price ($/oz)
Adjusted loss 1
Adjusted loss and adjusted loss per share exclude a number of temporary or one-time items detailed in the following table:
Three months ended
December 31,
Year ended
December 31,
(in thousands of U.S. dollars, unless otherwise noted)
Net loss
Adjust for:
Write-down of property, plant and equipment
Loss on Silver Purchase Agreement and embedded derivative
(Loss) gain on fair value measurement of warrant liability
Loss on Gold Prepay Agreement and embedded derivative
Gain (loss) on fair value measurement of Convertible Loans
Loss on deferred consideration
Inventory NRV adjustment
Total adjustments
Adjusted loss
Weighted average shares
Adjusted loss per share
1 Gold ounces sold include attributable gold from mineralized material sales at a payable factor of 59% in 2025 (2024 - 58%)
Adjusted loss is higher for the three months and year ended December 31, 2025, compared to the prior year periods due to increased pre-development, evaluation and exploration expenses partially offset by higher gross profit.
