8-K - i-80 Gold Corp. | StockGist

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i-80 Gold Corp. issued $287.5 million aggregate principal amount of 3.75% Convertible Senior Notes due 2031 on March 23, 2026, pursuant to an indenture with Computershare Trust Company, N.A., including the full exercise of a $37.5 million option by initial purchasers. The notes are general unsecured senior obligations convertible into common shares at an initial rate of 519.4805 shares per $1,000 principal amount (approximately $1.93 per share).

Key Takeaways

1Issued $287.5 million 3.75% Convertible Senior Notes due April 15, 2031 on March 23, 2026

2Interest accrues at 3.75% per year, payable semiannually starting October 15, 2026

3Initial conversion rate of 519.4805 common shares per $1,000 principal (initial conversion price ~$1.93 per share)

4Initial purchasers exercised option for additional $37.5 million aggregate principal on March 20, 2026

5Notes sold to qualified institutional buyers under Rule 144A exemption from Securities Act registration

6Net proceeds to advance gold projects, refurbish Lone Tree processing plant, fund drilling, and general corporate purposes

Current Report Details

Event Type

Material Agreement+4 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry Into or Amendment of a Material Definitive Agreement. Indenture and Notes On March 23, 2026, i-80 Gold Corp. (the “Company”) issued a total of $287.5 mi

Material Agreement

$37.5M$37.5M$1.0K$1.93

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

Financing

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 i

Securities Issuance

$1.0K

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 Ex

Other Event

9.01

. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated March 23, 2026, between i-80 Gold Corp. and Computershare Trust C

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: Indenture
Parties: i-80 Gold Corp., Computershare Trust Company, N.A., as trustee

•$287.5 million aggregate principal amount of 3.75% Convertible Senior Notes due 2031
•Interest at 3.75% per year from March 23, 2026, payable semiannually on April 15 and October 15
•Convertible at any time until close of business on second business day preceding April 15, 2031
•Initial conversion rate 519.4805 shares per $1,000 principal (initial conversion price ~$1.93 per share)
•No sinking fund
•Redemption not before April 20, 2029 except certain Canadian tax changes
•Fundamental change purchase offer at 100% principal plus accrued interest
•Customary covenants and events of default
•Merger restrictions requiring successor assumption and no default post-transaction

Debt / Financing

Instrument: 3.75% Convertible Senior Notes
Principal: $287.5 million
Rate: 3.75% per year
Maturity: April 15, 2031
Use of Proceeds: advance the Company’s gold projects through various stages of development, refurbish the Lone Tree processing plant, fund resource expansion and infill drilling, general corporate and working capital purposes

Exhibits (4)

4.1

EX-4.1

8-K

99.1

EX-99.1

99.2

EX-99.2