Mr. Richard Young reports

I-80 ANNOUNCES PROPOSED AMENDMENTS TO ITS CONVERTIBLE DEBENTURES

i-80 Gold Corp. has reached an agreement with certain convertible debentureholders to implement proposed amendments to the terms of its convertible debentures, which are expected to assist in the second phase of the company's recapitalization plan.

On Feb. 22, 2023, the company closed a private placement offering of $65-million principal amount of secured convertible debentures pursuant to an indenture agreement among the company and the trustee, the TSX Trust Company (see press release dated Feb. 22, 2023).

On Oct. 15, 2024, debentureholders representing approximately 66-2/3rds per cent of the principal amount of the convertible debentures appointed, by written resolution, a committee of the debentureholders to exercise and to direct the trustee to exercise, on behalf of the debentureholders, the powers of the debentureholders set out in the indenture.

Pursuant to the agreement, the company and the investors have agreed on a series of amendments to address certain requests of debentureholders as well as to address a company request to facilitate its previously disclosed recapitalization plan which it anticipates completing by the end of the first quarter of 2025. The company and the investors have agreed to submit to the committee, for approval, three separate amendments to the indenture.

The first amendment involves changing the conversion price applicable to the noteholders' conversion of outstanding and accrued interest on the convertible debentures to equal the volume-weighted average price of i-80 Gold common shares on the Toronto Stock Exchange during the five trading days immediately preceding the date the convertible debenture holders make such election, less a discount of 15 per cent, converted into U.S. dollars. Additionally, corresponding changes will be made to the provisions relating to the right of the company to elect to convert the interest payable under the convertible debentures into common shares, including updating the conversion price to reflect a 15-per-cent discount to market price.

The second amendment removes the company's right to grant security, on a pari passu basis, against McCoy-Cove, leaving convertible debentureholders as senior secured on McCoy-Cove with any additional debt subordinated.

The third amendment provides for a new redemption right of the convertible debentures, allowing the company to redeem them for cash at its election at a 104-per-cent premium of the outstanding principal, along with accrued interest up to the redemption date. This amendment provides the company with greater flexibility as it works toward the execution of its recapitalization plan. The agreement also included a waiver of an event of default under the indenture relating to a forward-looking minimum cash requirement included in the Orion gold prepay and silver stream agreements, which was waived and amended by Orion on Dec. 31, 2024, in accordance with the terms described in the company's press release of that day. The committee's waiver is conditioned upon the amendments described herein being implemented by Feb. 28, 2025.

The amendments to the indenture remain subject to receipt of the approval of the committee, the TSX and the NYSE American exchange, as applicable. Additionally, pursuant to the terms of the indenture, a supplemental indenture to the indenture will be entered into by the company and the trustee to reflect the proposed amendments.

"We are pleased to announce these amendments with debentureholders' representatives. This agreement is a win-win for both parties as debentureholders were seeking adjustments to the existing conversion option and security position and i-80 Gold was pursuing greater flexibility in executing on its recapitalization plan. On Dec. 31, 2024, i-80 Gold announced the completion of the first phase of its recapitalization plan with the deferral of its gold and silver deliveries. Today's announcement marks the first step in the second phase of our plan to recapitalize the company and unlock the value of our high-grade gold projects in Nevada," said Ryan Snow, chief financial officer of i-80 Gold.

About i-80 Gold Corp.

i-80 Gold is a Nevada-focused mining company with the third-largest gold mineral resources in the state of Nevada. The recapitalization plan under way is designed to unlock the value of the company's high-grade gold deposits to create a Nevada mid-tier gold producer. i-80 Gold's common shares are listed on the TSX and the NYSE American exchange under the trading symbol IAU and IAUX, respectively.

We seek Safe Harbor.