i-80 Gold Terminates Gold Offtake Agreement with Vox Royalty, Issues 3.45 Million Shares as Settlement

i-80 Gold has terminated its gold offtake agreement with Vox Royalty, removing its obligation to sell up to 40,000 ounces of gold annually from Granite Creek and Ruby Hill through 2028 in exchange for issuing 3.45 million shares valued at US$4.8 million. The company expects the termination to improve cash flow through 2028 and provide greater flexibility to optimise future gold sales and potential stockpiling strategies ahead of the planned commissioning of the Lone Tree Plant, a key component of its Phase 1 development plan.

Company Overview

i-80 Gold Corp. (NYSE: IAUX | TSX: IAU)  is a Nevada-focused mining company advancing a fully funded 3-phase development plan across a portfolio of high-grade, multi-stage gold projects. The Company is the 5th largest gold mineral resource holder in Nevada. i-80 Gold's hub-and-spoke regional processing strategy is centred on its central processing facility at the Lone Tree Complex, with operating and development assets at Granite Creek Underground, Archimedes Underground, Cove Underground, Granite Creek Open Pit, and Mineral Point Open Pit.

Offtake Agreement Termination

i-80 Gold Corp. has entered into a termination and settlement agreement with Vox Royalty Cayman SEZC and its parent company, Vox Royalty Corp., to terminate the company's gold offtake agreement. The termination eliminates i-80 Gold's fixed obligation to sell and deliver up to 40,000 ounces of refined gold per year from its Granite Creek and Ruby Hill properties through to the December 31, 2028, expiry date, subject to pricing based on a lookback period.

The termination is targeted to generate cash flow savings through 2028, based on the average offtake margin per ounce of gold sold in 2026 to date. The company states this provides greater flexibility to manage future gold sales based on prevailing gold pricing and to evaluate stockpiling opportunities in anticipation of the planned commissioning of the Lone Tree Plant within Phase 1 of its current development plan.

Settlement Terms

Pursuant to the terms of the Settlement Agreement, i-80 Gold will issue 3,453,237 common shares to Vox, as nominee of Vox Cayman, at a price per share of US$1.39, for aggregate consideration of US$4.8 million, calculated in compliance with the rules of the NYSE American and the Toronto Stock Exchange. The shares were issued pursuant to the company's existing US shelf registration statement.

Offtake Agreement History

The Offtake Agreement was originally entered into in June 2016 between the Orion Funds and certain predecessor entities to i-80 Gold. The agreement was included as part of the spin-out transaction that established i-80 Gold under an arrangement agreement with Equinox Gold in December 2020, and was subsequently amended and restated on August 23, 2023. The amended and restated Offtake Agreement was transferred through a series of entities and was held by Vox at the time of termination.

Next Steps

The Offtake Agreement has been terminated, with 3,453,237 common shares issued to Vox, as nominee for Vox Cayman, as full settlement of the company's obligations. No additional milestones were disclosed in connection with this announcement, other than the planned commissioning of the Lone Tree Plant within Phase 1 of the company's current development plan.