Previously Announced Amendments to
Convertible Debenture Indenture and Closing of Concurrent Private
Placement Completed
This news release constitutes a "designated
news release" for the purposes of the Company's prospectus
supplement dated August 12, 2024, to
its short form base shelf prospectus dated June 21, 2024
RENO,
Nev., Feb. 28, 2025 /CNW/ - i-80 GOLD
CORP. (TSX: IAU) (NYSE: IAUX) ("i-80 Gold", or the
"Company") is pleased to announce the completion of
certain amendments to its $65 million
convertible debenture indenture dated February 22, 2023 (the "Indenture") as
previously disclosed in the Company's press release dated
January 13, 2025. Additionally, the
Company announces the closing of the private placement with certain
insiders of the Company, undertaken concurrently with the
previously announced prospectus offering of common shares which
closed on January 31, 2025, as
previously disclosed in the Company's press releases dated
January 27, 2025 and January 31, 2025 (the "Concurrent Private
Placement").
The completion and closing of each of Indenture amendments and
the Concurrent Private Placement support i-80 Gold's
recapitalization plan by improving its near-term liquidity as well
as facilitating its refinancing flexibility as it works towards a
recapitalization plan intended to better align its capital
structure with the Company's long-term growth strategy and
development plan.
First Supplemental Indenture to Convertible Debenture
Indenture
The Company is pleased to announce that it has entered into a
first supplemental indenture to the Indenture (the "Supplemental
Indenture") with the TSX Trust Company (the "Trustee")
to finalize the proposed amendments to the terms of the terms of
the Indenture as previously disclosed in its prior press release on
January 13, 2025.
On February 22, 2023, the Company
closed a private placement offering of $65
million principal amount of secured convertible debentures
(the "Convertible Debentures") pursuant to the Indenture
among the Company and the Trustee.
On October 15, 2024, debenture
holders representing not less than 66 2/3% of the principal amount
of the Convertible Debentures appointed, by written resolution, a
committee of the debenture holders (the "Committee"), to
exercise, and to direct the Trustee to exercise, on behalf of the
debenture holders, the powers of the debenture holders set out in
the Indenture.
On February 28, 2025, the
Committee delivered to the Company and the Trustee an extraordinary
resolution approved by the Committee, acting on behalf of the
debenture holders, by instrument in writing effective, to approve
the amendments to the Indenture as set forth in the Supplemental
Indenture and to authorize and to direct the Trustee to enter into
and execute the Supplemental Indenture (the "Amending
Resolution").
The Supplement Indenture amends the Indenture, to among other
things, provide as follows:
(i) that the
definitions relating to the conversion prices applicable to the
conversion of the accrued and unpaid interest on the Convertible
Debentures were revised to provide:
(a) the conversion price applicable
to the a 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
Toronto Stock Exchange ("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;
(b) the conversion price applicable
to the Company' right to elect to convert outstanding and accrued
interest on the Convertible Debentures is equal to equal to the
greater of * 85% of the average closing price of the i-80 Gold
common shares as measured in US dollars on the NYSE American 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;
(ii) that the
Company's right to grant security against the McCoy-Cove Project
would rank subordinate to the security granted to the debenture
holders; and
(iii) 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, along with accrued interest up to the
redemption date.
The description of the Supplemental Indenture in this press
release, is a summary only, and is not exhaustive nor is it
intended as a substitute for reviewing the Supplemental Indenture
and is qualified in its entirety by reference to the full text of
the Supplemental Indenture, which can be found under the Company's
issuer profile on SEDAR+ at www.sedarplus.ca.
Closing of Concurrent Private Placement
The Company is also pleased to announce the closing of the
Concurrent Private Placement of an aggregate of 997,871 common
shares to certain directors and officers of the Company at a price
of C$0.80 per share for gross
proceeds of approximately C$798,297.
Further to its press release dated January
27, 2025 in connection with its proposed private placement
of subscription receipts at a price of $0.80 per subscription receipt involving certain
directors and officers of the Company, the Company subsequently
received a waiver from the NYSE American from having to obtain
shareholder approval for the participation of its directors and
officers in an equity financing by the Company at a price that is
at a discount to market price and obtained approval to complete the
Concurrent Private Placement of common shares to such directors and
officers.
All of the subscribers under the Concurrent Private Placement
were "insiders" of the Company (the "Insider
Participation"). Each of the subscriptions by an "insider" is
considered to be a "related party transaction" for purposes of
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61‑101"). The Insider
Participation is exempt from the formal valuation and minority
shareholder requirements under MI 61-101 in reliance upon the
exemptions contained in section 5.5(a) and 5.7(1)(a), respectively,
of MI 61-101 as the fair market value of the transaction, insofar
as it involves interested parties, is not more than the 25% of the
Company's market capitalization. The Company did not file a
material change report more than 21 days before the expected
closing date of the Concurrent Private Placement as the details of
the Concurrent Private Placement and the Insider Participation were
not settled until shortly prior to the closing of the Concurrent
Private Placement, and the Company wished to close the Concurrent
Private Placement on an expedited basis for sound business
reasons.
All securities issued under the Concurrent Private Placement are
subject to a hold period in Canada
expiring four months and one day from the date hereof and are
subject to a hold period in the United
States of at least six months from the date of issuance
pursuant to the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"). The Concurrent Private Placement is
subject to final acceptance by the Toronto Stock Exchange and the
NYSE American.
The Company anticipates using the net proceeds of the Concurrent
Private Placement for working capital and general corporate
purposes.
The participation of directors and officers in the offering
reflects continued confidence in the Company's strategic direction
and growth potential.
The securities issued under the Concurrent Private Placement
have not been registered under the U.S. Securities Act, or any
state or other applicable jurisdiction's securities laws, and may
not be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the U.S. Securities Act and
applicable state or other jurisdictions' securities laws. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any offer, solicitation or sale of these securities in any
jurisdiction in which such offer, solicitation, or sale would be
unlawful.
About i-80 Gold Corp.
i-80 Gold Corp. is a Nevada-focused mining company with the fourth
largest gold mineral resources in the state of Nevada. The recapitalization plan underway is
designed to unlock the value of the Company's high-grade gold
deposits to create a Nevada
mid-tier gold producer. i-80 Gold's common shares are listed on the
TSX and the NYSE American under the trading symbol IAU:TSX and
IAUX:NYSE. Further information about i-80 Gold's portfolio of
assets and long-term growth strategy is available at
www.i80gold.com or by email at info@i80gold.com.
FORWARD LOOKING INFORMATION
Certain statements in this release constitute "forward-looking
statements" or "forward-looking information" within the meaning of
applicable securities laws, including but not limited to,
statements regarding: the use of proceeds in connection with the
Concurrent Private Placement; the Company's ability to obtain the
approval of the Toronto Stock Exchange and the NYSE American for
the Concurrent Private Placement; and the Company's other future
plans and expectations, including its recapitalization plan. Such
statements and information involve known and unknown risks,
uncertainties and other factors that may cause the actual results,
performance or achievements of the company, its projects, or
industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements or information. Such statements can be
identified by the use of words such as "may", "would", "could",
"will", "intend", "expect", "believe", "plan", "anticipate",
"estimate", "scheduled", "forecast", "predict" and other similar
terminology, or state that certain actions, events or results
"may", "could", "would", "might" or "will" be taken, occur or be
achieved. These statements reflect the Company's current
expectations regarding future events, performance and results and
speak only as of the date of this release.
Forward-looking statements and information involve significant
risks and uncertainties, should not be read as guarantees of future
performance or results and will not necessarily be accurate
indicators of whether or not such results will be achieved. A
number of factors could cause actual results to differ materially
from the results discussed in the forward-looking statements or
information, including, but not limited to: material adverse
changes, unexpected changes in laws, rules or regulations, or their
enforcement by applicable authorities; the failure of parties to
contracts with the company to perform as agreed; social or labour
unrest; changes in commodity prices; and the failure of exploration
programs or studies to deliver anticipated results or results that
would justify and support continued exploration, studies,
development or operations. For a more detailed discussion of such
risks and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking
statements, refer to i-80's filings with Canadian securities
regulators, including the most recent Annual Information Form,
available on SEDAR+ at www.sedarplus.ca.
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SOURCE i-80 Gold Corp
