i-80 Gold Corp.

Directors and officers participated in $12.6M concurrent private placement at public offering price ($0.50/unit) alongside $172.9M bought deal — CEO invested ~$647K, Chairman ~$100K

Concurrent with a $172.9M public bought deal offering (345.8M units at $0.50/unit), i-80 Gold closed a private placement to 'certain directors and officers' of 25.2M units at the same $0.50 price for gross proceeds of $12.6M. CEO Richard Young invested approximately $647,500 (1.295M units) and Chairman Ron Clayton invested $100,000 (200K units). Total insider participation was $12.6M. Each unit comprised one common share and one-half warrant (exercise $0.70, exp. November 16, 2027).

FY2025 net loss $198.8M on $95.2M revenue; zero mineral reserves defined at any Nevada property despite 4+ years as public company and $300M+ raised

Per the FY2025 Form 10-K (filed February 19, 2026, accession 0001628280-26-009886), i-80 Gold reported a net loss of $198.8M on revenue of $95.2M for fiscal year 2025, with cash used in operating activities of $83.6M. The Company has not defined any mineral reserves at any of its five Nevada properties despite more than four years as a public company and over $300M raised. All properties remain classified as exploration stage under SEC Regulation S-K 1300 despite active underground mining at Granite Creek and Archimedes.

Franco-Nevada acquired $250M NSR royalty on all i-80 Gold Nevada properties at 1.5% rising to 3.0% from 2031 — permanent escalating royalty burden on future gold production

Franco-Nevada U.S. Corporation acquired a net smelter return (NSR) royalty on all of i-80 Gold's Nevada properties for $250 million total consideration ($225M upfront at March 16, 2026 closing + $25M contingent on 2026 Mineral Point spending). The royalty rate is 1.5% initially, escalating to 3.0% beginning in 2031. This is a permanent royalty encumbrance on all five Nevada projects, representing a significant long-term production cost once the Company reaches its target of 300,000–600,000+ oz/year.

Nine Form 4 insider filings on 2026-03-27 for transaction date 2026-03-25, including 1,000,000-share open-market purchase at $1.40 ($1.4M), filed 48 hours after $150M gold prepay closed

On March 27, 2026, i-80 Gold Corp. filed 9 simultaneous Form 4 reports. Transaction date for the substantive purchases was March 25, 2026 — two days after the Company closed its $150 million gold prepayment facility with National Bank of Canada and Macquarie Bank (closed March 24, 2026). The largest disclosed transaction was 1,000,000 shares purchased at $1.40 per share ($1,400,000 total) by a single insider. A second insider purchased 6,500 shares at $1.40. The remaining 7 filings showed no transaction detail (likely compensation grants or non-cash items).

Orion Resource Partners holds tripartite conflict as ~9.8% shareholder, ~$95M creditor, and future offtake counterparty — primary governance risk

Orion Resource Partners (SC 13G/A filed November 14, 2024, accession 0000905148-24-003193) held approximately 42,000,000 shares of i-80 Gold as of September 30, 2024, representing approximately 9.8% of outstanding shares. Orion simultaneously holds a Convertible Loan (~$95M total including Gold Prepay and Silver Purchase agreements), has received multiple debt extensions and waivers, and holds a future offtake agreement (Orion Offtake Agreement commencing January 2029 when the Vox Offtake Agreement expires). This tripartite relationship — major creditor, ~10% shareholder, and future offtake counterparty — creates significant structural leverage over the Company.

i-80 Gold transitioned from FPI (40-F) to US domestic filer (10-K) in 2025, triggering Section 16 insider reporting obligations for the first time

i-80 Gold Corp. filed its first Form 10-K (for fiscal year 2024) on April 1, 2025, having previously filed Form 40-F as a Foreign Private Issuer. The last 40-F was filed March 12, 2024 for fiscal year 2023. This transition confirmed the Company lost FPI status no later than June 30, 2024, triggering US Section 16 reporting obligations for all directors and officers. The first Form 3 (initial beneficial ownership) appeared on EDGAR on May 8, 2025.

Director John Seaman received only 78.8% vote approval at June 2025 AGM — lowest among all nominees, possibly reflecting governance concerns from Premier Gold legacy

At the Company's June 17, 2025 Annual General Meeting, director John Seaman received only 78.8% of votes in favor — significantly below the 90%+ approval typical for uncontested Canadian mining boards and the lowest among all seven nominees. Richard Young received 96.7%. The differential may reflect institutional shareholder concerns about governance continuity from the Premier Gold Mines era (Seaman was formerly Lead Director and CFO of Premier Gold, i-80's predecessor). Seaman chairs the Audit Committee and sits on the Compensation Committee.

Three new independent directors added February 1, 2026 — six weeks before $500M financing package closed; board refreshment appears timed to financing requirements

Three new independent directors — Ronald Butler Jr., Michael Jalonen, and Steven Yopps — were appointed effective February 1, 2026. Steven Yopps retired in 2025 after serving as VP Nevada Projects for AngloGold Ashanti. The appointments expanded the Board to nine members. Timing is notable: these appointments were made exactly six weeks before the Franco-Nevada royalty financing closed (March 16, 2026) and seven weeks before the gold prepay facility closed (March 24, 2026). Board refreshment as a condition of institutional financing is a common governance requirement.