$IAUX·8-K

i-80 Gold Corp. · Jun 26, 8:17 AM ET

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i-80 Gold Corp. 8-K

Research Summary

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i-80 Gold Corp. Terminates Offtake, Issues Shares in $4.8M Settlement

What Happened

  • i-80 Gold Corp. (filed June 26, 2026) announced it and its subsidiaries have terminated the Amended and Restated Offtake Agreement dated August 23, 2023 (the “2023 Offtake Agreement”) with Vox Royalty Cayman SEZC (Vox Cayman) and related parties.
  • On June 25, 2026 the company entered an Offtake Termination and Settlement Agreement with Vox Cayman and Vox Royalty Corp. Under the settlement i-80 will issue 3,453,237 common shares to Vox’s parent (as nominee for Vox Cayman) as consideration. The shares have an aggregate value of $4,800,000.
  • The 2023 Offtake Agreement previously obligated i-80 and its subsidiaries to sell and deliver up to 40,000 ounces of refined gold per calendar year. i-80 will file a prospectus supplement to its Form S-3 registration statements to register the issued shares. Legal opinion from Stikeman Elliott LLP regarding the shares’ legality is filed as an exhibit.

Key Details

  • Shares issued: 3,453,237 common shares.
  • Settlement value: $4,800,000 (equivalent aggregate value of the shares).
  • Prior obligation: up to 40,000 ounces of refined gold per calendar year under the 2023 Offtake Agreement.
  • Date of Settlement Agreement: June 25, 2026; 8-K filed June 26, 2026. Prospectus supplement to Form S-3 will be filed to register the shares.

Why It Matters

  • This removes i-80’s contractual obligation to deliver up to 40,000 ounces of refined gold annually to Vox under the 2023 Offtake Agreement, which could affect future gold offtake volumes and related revenue recognition dynamics.
  • The settlement is equity-based (no cash payment) and creates immediate share issuance: that dilutes existing shareholders by the issued 3,453,237 shares; the company values the consideration at $4.8M.
  • Investors should watch the company’s forthcoming prospectus filing (Form S-3 supplement) for details on registration, any lock-up terms, and disclosures that could affect share supply and trading. This 8-K provides the principal terms but not projections or other financial impacts.

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