Mr. Richard Young reports

I-80 GOLD COMPLETES CONDITIONS TO AMEND AND RESTATE CONVERTIBLE CREDIT AGREEMENT WITH ORION

Pursuant to the press release on Dec. 31, 2024, i-80 Gold Corp. has completed the amendment and restatement of its convertible credit agreement with an affiliate of Orion Mine Finance. As a result, the conditions relating to the previously announced deferral of gold and silver deliveries and the extension of the Orion convertible loan required to be completed to date have been satisfied.

Further to the A&R convertible credit agreement, Orion and i-80 Gold have extended the maturity date of the A&R convertible credit agreement by six months from Dec. 13, 2025, to June 30, 2026, and have put certain security in place to secure the company's obligations under the A&R convertible credit agreement. Additional security against the company's Ruby Hill and Granite Creek projects is required to be put in place by March 31, 2025. In connection with the extension of the A&R convertible credit agreement, the company has issued to Orion five million common share purchase warrants with an exercise price of $1.01 and an expiry date of Jan. 15, 2029. The 2025 Orion warrants will be subject to a hold period under applicable Canadian securities laws, which will expire four months and one day from the date of issuance. Neither the 2025 Orion warrants, nor the shares issuable upon exercise of the 2025 Orion warrants have been registered under the U.S. Securities Act of 1933 and are considered restricted securities. The company has agreed to grant Orion registration rights with respect to its securities.

Additionally, the company announces its intention to complete a prospectus financing of common shares for aggregate gross proceeds to the company of $10-million (U.S.). The company has been advised by certain of its largest shareholders as well as its board of directors and management team that they anticipate participating in the offering. The common shares will be priced in the context of the market. It is expected that the offering will close on or about Jan. 31, 2025.

The company anticipates using the net proceeds of the offering for the development of the company's projects in Nevada and for working capital and general corporate purposes as i-80 Gold works toward completion of the second phase of its recapitalization plan targeted on or about March 31, 2025.

The offering will be made pursuant to a prospectus supplement to the company's short form base shelf prospectus filed on June 21, 2024, which prospectus supplement will be prepared and filed by the company with the securities regulatory authorities in each of the provinces and territories of Canada other than Quebec prior to the closing of the offering, and will be filed with the U.S. Securities and Exchange Commission 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 U.S. Securities and Exchange Commission on June 25, 2024.

The consummation of the offering remains subject to the receipt of regulatory approvals, including the approval of the Toronto Stock Exchange and the NYSE American, and other customary closing conditions. No commission or finder's fee will be paid in connection with the offering.

Each of the A&R convertible credit agreement and the related issuance of the 2025 Orion warrants to Orion constitutes a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as Orion is a related party of the company given its greater-than-10-per-cent beneficial shareholding of the company (within the meaning of MI 61-101, which includes Orion's common shares, warrants and potential conversion rights in i-80 Gold securities under the A&R convertible credit agreement). The company has relied on exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 from the formal valuation and minority shareholder approval requirements of MI 61-101 in respect of the issuance of the 2025 Orion warrants, and Section 5.7(1)(a) of MI 61-101 from the minority shareholder approval requirement in respect of the A&R convertible credit agreement since neither the fair market value of the 2025 Orion warrants, nor the fair market value of the facility under the A&R convertible credit agreement exceeds 25 per cent of the company's market capitalization. Furthermore, a formal valuation is not required under MI 61-101 in respect of the A&R convertible credit agreement as the entering into of the A&R convertible credit agreement is not the type of related-party transaction that requires a formal valuation. The company has not filed a material change report 21 days prior to the closing of the A&R convertible credit agreement, including the issuance of the 2025 Orion warrants, since the terms and conditions of the A&R convertible credit agreement were not agreed upon until shortly prior to closing.

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 under the trading symbols IAU and IAUX, respectively.

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