UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: March 18 23, 2026 (Date of earliest event reported)

i-80 GOLD CORP.

(Exact Name of Registrant as Specified in Its Charter)


British Columbia	001-41382	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification)

150 York Street, Suite 1802, Toronto, Ontario M5H 3S5

(Address of principal executive offices) (Zip Code)

(775) 525-6450

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	IAUX	NYSE American LLC
Warrants to Purchase Common Shares	IAUX.WS	NYSE American LLC
Common Shares	IAU	The Toronto Stock Exchange
Warrants to Purchase Common Shares	IAU.WT.U	The Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry Into or Amendment of a Material Definitive Agreement.

~~Indenture~~On March 23, 2026, i-80 Gold Corp. (the “Company”) entered into a Supplementary Terms Agreement (the “Gold Prepay” or the “Facility”) with National Bank of Canada, as a bank and ~~Notes~~the administrative agent, and Macquarie Bank Limited (together, the “Banks”) for a gold prepayment facility.

OnPursuant ~~March 23,~~to ~~2026, i-80 Gold Corp. (~~the ~~“Company”)~~terms ~~issued~~and aconditions ~~total~~ of ~~$287.5 million~~the ~~aggregate~~Gold ~~principal~~Prepay, ~~amount~~the ofCompany ~~3.75%~~received ~~Convertible~~from ~~Senior Notes due 2031 (~~the ~~“Notes”).~~Banks ~~The~~aggregate ~~Notes~~upfront ~~were~~proceeds ~~issued~~of ~~pursuant~~up to ~~an indenture~~$150, ~~dated March 23~~000,000 ~~2026~~ (the “~~Indenture~~Prepayment Amount”), ~~between~~with the ~~Company~~resulting ~~and~~obligation ~~Computershare~~to ~~Trust~~deliver ~~Company, N.A., as trustee. Pursuant~~ to ~~the~~National ~~purchase~~Bank ~~agreement, dated March 18, 2026, between the Company~~ and ~~the~~Macquarie ~~representatives of the initial purchasers of the Notes~~39,978 ~~the~~ounces ~~Company granted the initial purchasers an option to purchase up to an additional $37.5 million aggregate principal amount~~ of ~~Notes,~~gold ~~exercisable~~over ona orperiod ~~before the 20th day after the initial issue date~~ of ~~the~~approximately ~~Notes.~~30 Onmonths ~~March 20,~~in ~~2026,~~periodic ~~the~~installments ~~initial~~beginning ~~purchasers exercised this option~~ in ~~full,~~January ~~and the Notes issued include the additional $37~~2028.~~5 million aggregate principal amount of Notes.~~

~~The~~In ~~Notes~~addition ~~are~~to ~~general~~the ~~unsecured~~customary ~~senior~~terms ~~obligations~~and ofconditions, the ~~Company~~Facility ~~and~~provides ~~will~~that ~~mature~~prior onto ~~April 15,~~the ~~2031~~second anniversary of the Facility, ~~unless~~the ~~earlier~~amounts ~~converted~~available under the Facility may be increased by up to an additional $100,000,000 ~~redeemed~~(the “Accordion Feature”), orsubject ~~repurchased.~~to ~~Interest~~the onsatisfaction of specified financial and technical conditions specified in the ~~Notes~~Facility ~~will~~including, ~~accrue~~but atnot limited to, a ~~rate~~feasibility ofstudy ~~3.75%~~with ~~per~~respect ~~year~~to ~~from~~the ~~March 23,~~Granite ~~2026~~Creek underground mine, updated consolidated financial models for the Company’s projects and ~~will~~internal betechnical ~~payable~~information ~~semiannually~~with inrespect ~~arrears~~to onthe ~~April 15~~construction and ~~October 15~~operation of ~~each~~the ~~year,~~Archimedes ~~beginning~~underground ~~on October 15, 2026~~mine.

~~Subject~~The toobligations ~~earlier~~under ~~redemption~~the orGold ~~purchase,~~Prepay ~~holders~~are ~~may~~secured ~~convert~~by ~~their Notes at any time until~~ the ~~close~~assets of ~~business on~~ the ~~second~~Company ~~business~~and ~~day~~its ~~immediately~~material ~~preceding April 15~~subsidiaries, ~~2031.~~including ~~Upon~~deeds ~~conversion, holders~~ of ~~Notes~~trust ~~will~~over ~~receive~~the ~~our~~Company’s ~~common~~projects ~~shares~~at ~~based~~Ruby ~~on an initial conversion rate~~Hill, ~~subject~~Granite ~~to adjustment~~Creek, ofLone ~~519.4805~~Tree ~~shares~~and ~~per $1,000 principal amount of Notes (which represents an initial conversion price of approximately $1~~Cove.93 per share). A holder that surrenders Notes for conversion in connection with a “make-whole fundamental change” or a notice of redemption may in certain circumstances be entitled to an increased conversion rate. No sinking fund is provided for the Notes.

The ~~Company~~description ~~may~~above is not ~~redeem~~intended the Notes before April 20, 2029, except in the event of certain changes in Canadian tax law. At any time on or after April 20, 2029, the Company may redeem all or part of the Notes for cash, but only if the last reported sale price of our common shares for 20 or more trading days in a period of 30 consecutive trading days ending on the trading day prior to ~~the date the Company provides notice of redemption exceeds 130% of the conversion price in effect on each such trading day. The redemption price will~~ be ~~equal~~complete ~~to the sum of (1) 100% of the principal amount of the Notes to be redeemed~~ and ~~(2) accrued~~is ~~and~~qualified ~~unpaid interest, if any, to, but excluding, the redemption date. The Company may also redeem the Notes upon the occurrence of certain changes~~ in ~~Canadian~~its ~~tax~~entirety ~~law.~~by Inreference ~~addition, the Company will be required~~ to ~~offer to purchase for cash all of~~ the outstanding Notes upon a fundamental change at a purchase price in cash equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase dateagreement.

~~The~~Item ~~Indenture~~2.03 ~~includes~~Creation ~~customary covenants and sets forth certain events~~ of ~~default~~a ~~after~~Direct ~~which~~Financial ~~the~~Obligation ~~Notes may be declared immediately due and payable and sets forth certain types of bankruptcy~~ or ~~insolvency~~an ~~events~~Obligation ofunder ~~default~~an ~~involving~~Off-Balance ~~the~~Sheet ~~Company~~Arrangement ~~after which the Notes become automatically due and payable. The following events are considered “events~~ of ~~default”~~a ~~under the Indenture:~~Registrant.

•The ~~our~~information ~~failure~~regarding ~~to pay~~ the ~~principal~~Facility ondisclosed ~~any~~under ~~Note~~Item ~~when~~1.01 ~~due,~~in ~~whether~~incorporated atby ~~maturity,~~reference ~~on a fundamental change purchase date with respect to a fundamental change, on a redemption date or otherwise;~~herein.

•Item ~~our~~7.01. ~~failure~~Regulation toFD ~~pay an installment of interest (including additional interest, if any) on any Note when due, if the failure continues for 30 days after the date when due;~~Disclosure.

•On ~~our~~March 24, ~~failure~~2026, the Company issued a press release titled “i-80 Gold Closes Gold Prepayment facility for up to ~~satisfy~~$250 ~~our~~Million; ~~conversion~~Completes ~~obligations~~Recapitalization ~~upon~~Establishing ~~the~~a ~~exercise~~Fully Funded Development Plan.” A copy of athe ~~holder’s~~press ~~conversion~~release ~~right;~~is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

•The ~~our~~information ~~failure~~contained toin ~~timely~~this ~~provide~~Item a7.01 ~~fundamental~~and ~~change~~Exhibit ~~notice~~99.1 orattached ~~notice~~hereto is being furnished and shall not be deemed filed for purposes of ~~redemption~~Section 18 ~~(as~~of ~~defined~~the inSecurities Exchange Act of 1934, as amended (the ~~Indenture~~“Exchange Act”), or otherwise subject to ~~timely~~the ~~provide~~liability of that section, and shall not be incorporated by reference into any ~~notice~~registration ~~pursuant~~statement toor other document filed under the Securities Act of 1933, ~~and~~as inamended, ~~accordance~~or ~~with~~the Exchange Act, ~~certain~~except ~~Indenture~~as ~~provisions~~shall ~~relating~~be toexpressly aset ~~make-whole~~forth ~~fundamental~~by ~~change;~~specific reference in such filing.

•Item a8.01 ~~termination~~Other ~~of trading (as defined in the Indenture) occurs;~~Events.

•As ~~our~~previously ~~failure~~disclosed toin ~~comply~~the ~~with~~Current ~~any~~Report ~~other~~on ~~term,~~Form ~~covenant~~8-K orfiled ~~agreement~~by ~~contained~~the inCompany ~~the~~on ~~Notes~~March 17, or2026, the ~~indenture~~Company ~~(other~~and ~~than~~its ~~a term~~subsidiaries, ~~covenant~~Premier orGold ~~agreement~~Mines ~~that~~USA, isInc., ~~the~~Au-Reka ~~subject~~Gold ofLLC, ~~one~~Ruby ofHill ~~the~~Mining ~~first~~Company, ~~five bullet points above)~~LLC, ifGoldcorp ~~the~~Dee ~~failure~~LLC isand ~~not~~Osgood ~~cured~~Mining ~~within~~Company, 60LLC ~~days~~entered ~~after~~into ~~written~~a ~~notice~~Net toSmelter usReturn byRoyalty Agreement (the ~~trustee~~“Royalty orAgreement”) ~~written~~with ~~notice~~Franco-Nevada toU.S. ~~the~~Corporation. ~~trustee~~A ~~and~~copy ~~us by holders~~ of atthe ~~least~~Royalty ~~25%~~Agreement inis ~~aggregate~~attached ~~principal~~as ~~amount~~Exhibit of10.1 ~~the~~hereto ~~Notes~~and ~~then~~is ~~outstanding,~~incorporated inherein ~~accordance~~by ~~with the indenture;~~reference.

• a default by us or any of our Subsidiaries (as defined in the Indenture) in the payment when due, after the expiration of any applicable grace period, of principal of, or premium, if any, or interest on, indebtedness for money borrowed (other than intercompany indebtedness) in the aggregate principal amount then outstanding of $20 million (or its equivalent in foreign currencies) or more, or acceleration of our or our Subsidiaries’ indebtedness for money borrowed in such aggregate principal amount or more so that it becomes due and payable before the date on which it would otherwise have become due and payable, if such default is not cured or waived, or such acceleration is not rescinded, in each case, within 30 days after notice to us by the trustee or to us and the trustee by holders of at least 25% in aggregate principal amount of Notes then outstanding, in accordance with the indenture;

• failure by us or any of our Subsidiaries to pay final judgments, the aggregate uninsured portion of which is at least $20 million (or its equivalent in foreign currencies), if the judgments are not paid, stayed or discharged within 60 days; and

• certain events of bankruptcy, insolvency or reorganization with respect to us or any of our subsidiaries that is a “significant subsidiary” (as defined in Regulation S-X under the Exchange Act) or any group of our subsidiaries that in the aggregate would constitute a “significant subsidiary.”

The Indenture provides that the Company shall not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property or assets to, another person, whether in a single transaction or series of related transactions, unless (i) the resulting, surviving or transferee person (if not the Company) (the “Successor”) is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia or the laws of Canada or any province or territory of Canada; (ii) the Successor assumes by supplemental indenture all the obligations of the Company under the Notes and the Indenture; and (iii) immediately after giving effect to such transaction or series of transactions, no default or event of default (as defined in the Indenture) shall exist.

The foregoing description is qualified in its entirety by reference to the text of the Indenture and the form of Notes, which are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02. Unregistered Sale of Equity Securities.

The information set forth under Item 1.01 under the heading “Indenture and Notes” of this Current Report on Form 8-K is incorporated herein by reference.

The Company offered and sold the Notes to the Purchasers in reliance on the exemption from registration provided by Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). The Notes were then resold to qualified institutional buyers (as defined in Rule 144A) in accordance with Rule 144A. The Company relied on these exemptions from registration based in part on representations made by the Purchasers in the purchase agreement dated March 18, 2026, by and between the Company and the representative of the Purchasers.

The Notes and the common shares issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

To the extent any common shares are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from the Securities Act by virtue of Section 3(a)(9) as involving an exchange by the Company exclusively with its security holders.

Initially, a maximum of 205,357,138 common shares may be issued upon conversion of the Notes based on the maximum conversion rate of 714.2857 common shares per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

Item 8.01. Other Events

On March 19, 2026, the Company issued a press release announcing the pricing of the Notes offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report and Form 8-K and is incorporated herein by reference.

On March 23, 2026, the Company issued a press release announcing the closing of the Notes offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report and Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
ExhibitNo.		Description
4.1		Indenture, dated March 23, 2026, between i-80 Gold Corp. and Computershare Trust Company, N.A.
10.1		Net Smelter Return Royalty Agreement, dated March 16, 2026, between the Company and its subsidiaries, Premier Gold Mines USA, Inc., Au-Reka Gold LLC, Ruby Hill Mining Company, LLC, Goldcorp Dee LLC and Osgood Mining Company, LLC and Franco-Nevada U.S. Corporation
4.2		Form of 3.75% Convertible Senior Note due 2031 (included in Exhibit 4.1)
99.1		News Release, dated March 24, 2026
99.1		News Release, dated March 19, 2026
99.2		News Release, dated March 23, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 2427, 2026


i-80 GOLD CORP.

By:		/s/ Ryan Snow
Name:		Ryan Snow
Title:		Chief Financial Officer

Filing Compare · i-80 Gold Corp.