NYSE: IAUX

Intercorporate Relationships

The Company's material wholly-owned subsidiary is Premier USA, a Delaware corporation. Premier USA has four material wholly-owned subsidiaries: (i) Au-Reka Gold LLC, a Delaware limited liability company ("Au-Reka LLC"); (ii) Goldcorp Dee LLC, a Nevada limited liability company ("Dee LLC"); (iii) Osgood Mining Company LLC, a Nevada limited liability company ("Osgood LLC"); and (iv) Ruby Hill Mining Company, LLC, a Nevada limited liability company ("Ruby Hill LLC"). On May 8, 2023, the Company acquired all of the issued and outstanding common shares of Paycore Minerals Inc. ("Paycore") pursuant to a plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the "Paycore Arrangement"), which owns the FAD Project located in Eureka County, Nevada. As of the date of this Annual Report, the Company does not consider the FAD Project to be a material property within the meaning of National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI-43-101") of the Canadian Securities Administrators or pursuant to Subpart 1300 of Regulation S-K ("S-K 1300").

The following diagram illustrates the condensed corporate structure of the Company and the location of the Company's principal assets as at the date hereof.

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Bankruptcy and Similar Procedures

There have been no bankruptcy, receivership or similar proceedings against the Company or any subsidiary of the Company, or any voluntary bankruptcy, receivership or similar proceedings by the Company or any subsidiary of the Company, within the three most recently completed financial years or during, or proposed for, the current financial year.

Reorganizations and Acquisitions

Other than in connection with the Paycore Arrangement, there have been no material reorganizations of the Company or any subsidiary of the Company, or acquisitions within the three most recently completed financial years or completed during, or proposed for, the current financial year.

General Description of the Business

Principal Products and Markets

The Company is a Nevada-focused, growth-oriented gold and silver company engaged in the exploration and advancement of gold and silver mineral deposits. The Company's mineral properties include: (i) a 100% interest in the McCoy-Cove gold properties located on the Battle Mountain-Eureka Trend in Lander County, Nevada (collectively, the "Cove Project" or "Cove"); (ii) a 100% interest in the Granite Creek gold properties (formerly referred to as the Getchell project) located at the intersection of the Getchell gold belt and the Battle Mountain-Eureka Trend in Humboldt County, Nevada, which includes both an underground mine and an open pit project (collectively, the "Granite Creek Projects" or "Granite Creek"); (iii) a 100% interest in the Lone Tree and Buffalo Mountain gold deposits and Lone Tree processing complex (the "Lone Tree Plant"), located midway between the Company's Cove and Granite Creek Projects in Humboldt County, Nevada (collectively, the "Lone Tree Project" or "Lone Tree"); (iv) a 100% interest in the Ruby Hill property located along the Battle Mountain-Eureka Trend in Eureka County, Nevada which includes an underground project, referred to as "Archimedes", and an open pit gold deposit referred to as "Mineral Point", collectively the "Ruby Hill Projects" or "Ruby Hill"; and (v) a 100% interest in the FAD property located along the Battle Mountain-Eureka Trend in Eureka County, Nevada (the "FAD Project" or "FAD").

The below figure shows the location of the Cove, Granite Creek, Lone Tree, Ruby Hill, and FAD projects within the State of Nevada. Each of the Cove, Granite Creek, and Ruby Hill projects are considered advanced properties within the meaning of NI-43-101 and material properties under S-K 1300. Under S-K 1300, all our properties are exploration stage as no mineral reserves have been defined. As of the date of this Annual Report, the Company does not consider the FAD Project to be a material property within the meaning of NI 43-101 or S-K 1300.

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The Company's business strategy is focused on creating value for stakeholders through its ownership and advancement of its mineral properties. In November 2024, the Company announced a new development plan, which outlined a path for advancing the Company’s Nevada gold projects to create a mid-tier gold producer. As part of the development plan, the Lone Tree Plant is expected to be refurbished to serve as a central hub for processing refractory material from the Company’s three anticipated high-grade underground mines: Granite Creek, Archimedes, and Cove. The plan also includes simultaneously accelerating permitting activities, technical work, and the development of two large oxide open pit deposits: Granite Creek open pit and the Mineral Point open pit which is located within the Ruby Hill Project area. The Company considers this development plan to be the most effective strategy to generate near term and sustainable free cash flow as it prioritizes high-grade underground projects while progressing earlier stage projects to provide a pipeline of growth over the medium and long term. In conjunction with the new development plan, the Company initiated a recapitalization plan to strengthen its balance sheet to support the new development plan. The recapitalization plan is well underway and expected to be completed March 31, 2026.

Preliminary Economic Assessments/Initial Assessments covering the Company’s five gold projects were filed in March 2025 and outline three focus areas of growth over the next three years to support the advancement of the Company’s gold projects. These growth areas, which are discretionary and subject to available resources, ranked from highest priority are: (i) advancing permitting activities, (ii) completing pre-feasibility and feasibility studies, and (iii) development work at Archimedes underground. The completion of the recapitalization plan allows for the refurbishment of the Lone Tree Plant, which is a key element in the first phase of the development plan.

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Granite Creek underground is the Company's first brownfield project to be redeveloped and is currently ramping up towards steady-state gold output. In the second half of 2025, construction was initiated at Archimedes underground and the Company's board of directors (the "Board") approved a limited notice to proceed with detailed engineering to allow for the procurement of long-lead equipment and the commencement of permitting updates for the refurbishment of the Lone Tree Plant. The Board has subsequently approved the refurbishment of the Lone Tree Plant. Commissioning of the Lone Tree Plant is expected to begin in the fourth quarter of 2027. Upon commissioning, the Lone Tree Plant is anticipated to begin processing refractory material from the Company’s Granite Creek and Archimedes underground mines. Prior to the commissioning, both underground projects are expected to process refractory material under a third-party autoclave toll-milling agreement.

The Lone Tree open pit project has a variety of financial, technical, environmental and social issues to be addressed. It is expected that the project will likely remain deferred for the foreseeable future.

Distribution Methods

The Company is engaged in the exploration, advancement and extraction of gold and silver deposits in the State of Nevada. The Company's principal objective is to become a sustainable gold and silver producer. There are global markets for gold and silver into which the Company can sell its gold and, as a result, notwithstanding the Vox Offtake Agreement and the Orion Offtake Agreement (each described below), the Company is not dependent on a particular purchaser with regard to the sale of any gold that it produces. As noted above, the Company's metals are expected to be processed through a combination of internal and third-party facilities through 2027. The Company expects that beginning in 2028 all materialized materials will be processed through internal processing facilities.

Competitive Conditions

The mineral exploration and mining business is very competitive in all phases of exploration, development and production. The Company competes with a number of other mining companies in the search for and acquisition of mineral properties, and to retain qualified personnel, suitable contractors for drilling operations and underground mining, technical and engineering resources and necessary exploration and mining equipment. Many of the companies that the Company competes with, including those active in the regions where the Cove Project, the Granite Creek Projects, the Lone Tree Project and the Ruby Hill Projects are located, have greater financial resources, operational expertise and/or more advanced properties than the Company. The Company's ability to acquire precious metal mineral properties in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable producing properties or prospects for precious metal development or mineral exploration. The Company has put in place experienced management personnel and will continue to evaluate the required expertise and skill to carry out its operations. As a result of this competition, the Company may be unable to achieve its exploration and development objectives in the future on terms it considers acceptable or at all. See "Risk Factors".

Specialized Skill and Knowledge

All aspects of the Company's business require specialized skills and knowledge. Such skills and knowledge include the areas of finance, operations, geology, drilling, logistical planning, implementation of exploration and development programs and mine plans, environmental management, health and safety, community relations, project construction, accounting, and mining operations. The Company retains executive officers and consultants with experience in these areas in Canada and the United States generally, as well as executive officers and consultants with relevant accounting experience. In order to attract and retain personnel with the specialized skills and knowledge required for its operations, the Company maintains remuneration and compensation packages that it believes to be competitive. The Company has been successful to date in identifying and retaining personnel with such skills and knowledge.

Environmental Protection and Regulation

The Company's exploration, development and production activities are subject to, and any future development and production operations will be subject to, environmental laws and regulations in the jurisdictions in which its operations are carried out. Mining is an extractive industry that impacts the environment. The Company's goal is to constantly evaluate ways to minimize that impact. The Company has strived to meet or exceed environmental standards at its mineral properties, and the Company expects to continue this approach through effective engagement with affected stakeholders, including local communities, government entities and regulatory agencies.

The Company is currently active only in the State of Nevada, which has established environmental standards and regulations that the Company strives to exceed. The Company's environmental performance is overseen at the Board level and environmental performance is the responsibility of the Company. In common with other natural resources and mineral processing companies, the Company's operations generate hazardous and non-hazardous waste, effluent and emissions into the atmosphere, water and soil in compliance with local and international regulations and standards. There are numerous environmental laws in the United States that apply to the Company's operations, exploration, development projects and land holdings. These laws address such matters as protection of the natural environment, air and water quality, emissions standards and disposal of waste. In accordance with applicable state laws, the Company currently has in place surety bonds in the aggregate amount of $137.7 million in favor of either the United States Department of the Interior, Bureau of Land Management or the State of Nevada, Department of Conservation and Natural Resources, as financial support for environmental reclamation and exploration permitting at its properties.

The Company recognizes environmental management as a corporate priority and places a strong emphasis on preserving the environment for future generations, while also providing for safe, responsible and profitable operations by developing natural resources for the benefit of its employees, shareholders and communities. The Company intends to maintain the standards of excellence for environmental performance that have been set at its mining properties into the future, and has adopted, or plans to adopt, various measures in order to do so. Cognizant of its responsibility to the environment, the Company strives to conform with all applicable environmental laws and regulations and to promote the respect of the environment in its activities. Employees are expected to maintain compliance with the letter and spirit of all laws governing the jurisdictions in which they perform

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their duties. Specifically, employees are expected to support the Company's efforts to develop, implement and maintain procedures and programs designed to protect and preserve the environment.

Employees

As at the date hereof, the Company has 133 employees across all of its operations.

The Company believes that its success is dependent on the performance of its management team and key individuals, many of whom have specialized skills in the strategic development of a mining company, finance, financial reporting, legal, exploration, development and operation of mines in the United States and the precious metals industry. The Company believes that it has adequate personnel with the specialized skills required to carry out its current operations and anticipates making ongoing efforts to match its workforce capabilities with its business strategy for its operations as it evolves. The Board will continue to evaluate the required expertise and skills to execute the strategy described herein, and will seek to attract and retain the individuals required to meet the Company's goals.

Recent Developments in the Business

Development Plan Updates

As described above under Principal Products and Markets, in November, 2024 the Company announced a new development plan following a review of the strategic direction of the Company requested by the newly appointed CEO in September of 2024. The new development plan includes the development of three underground mines, as well as accelerating technical studies, permitting activities, and the development of two large oxide open pit deposits, one at Granite Creek and the other, Mineral Point, within the Ruby Hill Project area. As well as the refurbishment of the Lone Tree Plant. The new development plan is viewed by the Company as the most effective strategy to generate free cash flow while progressing earlier stage projects to provide a pipeline of growth over the medium and long term.

In conjunction with the development plan, the Company initiated a recapitalization of its balance sheet to support the new development plan. The Lone Tree Plant remains the centralized refractory mineral processing facility for the three planned underground mines within the new development plan. In August of 2025, the Board approved a limited notice to proceed in 2025 with detailed engineering to allow for the procurement of long-lead equipment and the commencement of permitting updates for the refurbishment of the Lone Tree Plant. In February 2026 the Board fully approved proceeding with the Lone Tree Plant refurbishment project.

Further, Management reported that a base metal focused joint venture on the Ruby Hill property does not fit the new development plan and gold-focused strategy. Given the Company’s balance sheet constraints and additional capital required for the new development plan, all higher risk projects with low certainty of economic viability have been terminated or deferred. The Company will consider focusing on such projects when the balance sheet is in a stronger position and the Board approves allocating risk capital to these types of projects.

Orion Convertible Loan

On January 15, 2025, the Company completed the amendment and restatement of its convertible credit agreement with an affiliate of Orion ("Orion Convertible Loan"). As a result, the conditions relating to the deferral of gold and silver deliveries, and the extension of the Orion Convertible Loan (collectively, the "Waiver Agreements") required to be completed to date have been satisfied.

Further to the Orion Convertible Loan, Orion and i-80 Gold extended the maturity date by six months from December 13, 2025, to June 30, 2026, and certain security was put in place to secure the Company’s obligations thereunder. Additional security against the Company’s Ruby Hill and Granite Creek projects was put in place on March 31, 2025. In connection with the extension of the Orion Convertible Loan, the Company issued five million common share purchase warrants to Orion with an exercise price of C$1.01 and an expiry date of January 15, 2029 (the “2025 Orion Warrants”).

In addition, in February 2025, i-80 Gold and Orion entered into an offtake agreement (the “Orion Offtake Agreement”). The Orion Offtake Agreement has similar terms to the Company's existing offtake agreement and commences once the current offtake agreement with Vox Royalty Corp. (the "Vox Offtake Agreement") expires at the end of December 2028.

Non-Brokered Prospectus Offering

On January 31, 2025, the Company announced the closing of its previously announced non-brokered prospectus offering of 28,212,593 Common Shares (the “Offered Shares”) at a price of C$0.80 per Offered Share for aggregate gross proceeds to the Company of approximately C$22,570,074.

The Offered Shares were offered in each of the provinces and territories of Canada, other than Québec, pursuant to a prospectus supplement dated January 27, 2025 (the “Prospectus Supplement“) to its short form base shelf prospectus filed on June 21, 2024 (the “Shelf Prospectus“) and in the United States pursuant to the Company’s U.S. registration statement on Form F-10 (Registration No. 333-279567), which includes the Shelf Prospectus and was declared effective by the United States Securities and Exchange Commission on June 25, 2024.

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On February 28, 2025 the Company closed a private placement to certain insiders of the Company of an aggregate of 997,871 Common Shares at a price of C$0.80 per share for gross proceeds of approximately C$798,297.

First Supplemental Indenture to Convertible Indenture

On February 28, 2025, the Company announced that it entered into a first supplemental indenture (the "Supplemental Indenture") to the Convertible Debenture Indenture dated February 22, 2023 (the "Indenture") between the Company and the TSX Trust Company (the “Trustee”) to finalize the proposed amendments to the terms of the Indenture as previously disclosed in the Company's news release issued on January 13, 2025.

On February 22, 2023, the Company closed a private placement offering of US$65 million principal amount of secured convertible debentures (the “Convertible Debentures”) pursuant to the Indenture.

On October 15, 2024, holders of Convertible Debentures representing not less than 66 2/3% of the principal amount of the Convertible Debentures appointed, by written resolution, a committee of the Convertible Debenture holders (the “Committee”), to exercise, and to direct the Trustee to exercise, on behalf of the Convertible Debenture holders, the powers of the Convertible 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 Convertible 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 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 the Common Shares on the (“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 (x) 85% of the average closing price of the 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 Common Shares on the 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 Cove Project would rank subordinate to the security granted to the Convertible 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 Convertible Debentures are senior unsecured obligation of the Company and are secured on a limited recourse basis by Premier USA, the Company's wholly-owned subsidiary, with recourse limited to a pledge of all present and future limited liability company units issued by its wholly-owned subsidiary, Au-Reka LLC. The Convertible Debentures are guaranteed on a full recourse basis by Au-Reka LLC which is secured by a first ranking security over all of Au-Reka LLC's present and future real and personal property (including the Cove Project). The Convertible Debentures are not redeemable prior to their maturity date, other than as set out above.

On February 11, 2026 the Company confirmed the mailing of a conditional mandatory redemption notice to all holders of the Convertible Debentures which are expected to be redeemed, as per the terms above, on March 16, 2026 subject to completion of the anticipated net smelter royalty financing agreement with Franco-Nevada U.S. Corporation which the Company announced on February 12, 2026.

Completed PEAs/Initial Assessments for Five Gold Projects

Technical reports for each material project were filed at the end of the first quarter of 2025 in accordance with S-K 1300 and Item 601 of Regulation S-K in the United States and in accordance with NI 43-101 in Canada.

Renewal of Third-Party Processing Agreements

On March 19, 2025 the Company confirmed it had finalized the extension of two third-party processing agreements (the “Processing Agreements”) in respect of toll milling as well as ore sales for refractory and oxide material, respectively. The toll milling agreement is an extension and amendment of a prior processing agreement which expired in the fourth quarter of 2024, while the ore sales agreement is an amended and restated version of an existing agreement. The updated toll milling agreement is now extended until December 31, 2027. As part of this renewal process, the Company also confirmed that it is targeting to have the anticipated refurbishment of its autoclave facility at the Lone Tree Plant completed by December 31, 2027, to allow for all material from the Company’s underground gold mines to be processed at its autoclave facility.

The impact of the economic terms of the Processing Agreements on the anticipated life of mine cash flows for the Archimedes underground project and the Granite Creek underground project are set out in the preliminary economic assessments, also known as "Initial Assessments" for each of the Ruby Hill Projects and the Granite Creek Projects originally filed on EDGAR at www.sec.gov in 2025 and are incorporated by reference as exhibits to this Annual on the date hereof in accordance with S-K 1300 and Item 601 of Regulation S-K, and on SEDAR+ (www.sedarplus.ca) in accordance with NI 43-101, and previously disclosed in the Company's press releases dated February 18, 2025 and March 5, 2025, respectively.

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New Gold & Silver Prepay Agreement & Working Capital Facility

On March 31, 2025 the Company entered into a new gold and silver prepay arrangement with National Bank of Canada ("National Bank") under which National Bank purchased approximately 6,800 ounces of gold and 345,000 ounces of silver from the Company for delivery to National Bank by September 30, 2025 or earlier, upon an infusion of capital in line with the recapitalization plan (The "National Bank Prepay"). The proceeds of the National Bank Prepay were used to satisfy the March 31, 2025 gold and silver deliveries due to an affiliate of Orion Mine Finance ("Orion") under its respective Gold Prepay and Silver Purchase and sale agreements. On May 16, 2025 the National Bank Prepay was repaid in full with proceeds from the Bought Deal Offering and Private Placement of the same date (described further below).

Working Capital Facility

On April 29, 2025, the Company finalized an amended and restated master purchase and sale agreement with Auramet International, Inc. with a term of 18 months, which serves a working capital facility (the "Auramet Agreement"). Under the Auramet Agreement, the Company may receive up to $12.0 million in prepayments for gold contained in mineralized material.

Bought Deal Offering and Private Placement

On May 16, 2025, the Company closed a bought deal public offering of 345.8 million units of the Company at a price of $0.50 per unit, comprised of one common share and one half of one common share purchase warrant (a "Warrant"), for aggregate gross proceeds of $172.9 million and net proceeds of $162.7 million. Each Warrant entitles the holder to purchase one common share at a price of $0.70 until November 16, 2027. In addition to the offering, the Company closed a concurrent private placement of 25.2 million units to certain directors and officers of the Company at a price of $0.50 per unit for aggregate gross proceeds of $12.6 million.

Available Information

General information about the Company is available through the Company’s website at https://www.i80gold.com. The Company’s press releases and filings with the SEC in the United States and on SEDAR+ in Canada are available free of charge within the Investors section of the Company’s website at https://www.i80gold.com/investors/. In addition, the SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers, such as the Company, that are filed electronically with the SEC. The address of that website is https://www.sec.gov. The documents that the Company files under Canadian securities law requirements are available on SEDAR+ at the following address https://sedarplus.ca. The information on or linked to the Company’s website is neither a part of nor incorporated by reference in this Annual Report or any of the Company’s other SEC filings or filings made on SEDAR+. All references to www.i80gold.com in this Annual Report are inactive textual references only and information contained at that website is not incorporated herein and does not constitute a part of this Annual Report.

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