iaux-20250331

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ____ to ____

Commission File Number: 001-41382

I-80 GOLD CORP.
(Exact Name of Registrant as Specified in Its Charter)


British Columbia		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

5190 Neil Road, Suite 460 Reno, Nevada, USA		89502
(Address of Principal Executive Offices)		(Zip Code)

(775) 525-6450 (Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)		Name of each exchange on which registered
Common Shares	IAUX		NYSE American LLC
Common Shares	IAU		The Toronto Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒
Smaller reporting company ☒	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 2, 2025, the registrant had 443,358,811 common shares, no par value, outstanding.


PART I - FINANCIAL INFORMATION		PAGE

Forward-Looking Statements
Item 1.	Financial Statements and Supplementary Data	5
	Condensed Consolidated Balance Sheets (unaudited)	5
	Condensed Consolidated Statements of Operations (unaudited)	6
	Condensed Consolidated Statements of Cash Flows (unaudited)	7
	Condensed Consolidated Statements of Changes in Equity (unaudited)	8
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2.	Management's Discussion of Analysis of Financial Condition and Results of Operations	20
	Overview	20
	Discussion of Operational Results	23
	Discussion of Financial Results	27
	Liquidity and Capital Resources	29
	Non-GAAP Financial Performance Measures	34
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	36
Item 4.	Controls and Procedures	37


PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales Of Equity Securities And Use Of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	38
Signatures		40

FORWARD-LOOKING INFORMATION

Certain information set forth in this Report Form 10-Q, including but not limited to management's assessment of the Company's future plans and operations, the perceived merit of projects or deposits, and the impact and anticipated timing of the Company’s development plan and recapitalization plan, production guidance and outlook, the anticipated growth expenditures, the anticipated timing of permitting, production, project development or technical studies constitutes forward looking statements or forward-looking information within the meaning of applicable securities laws. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "continues", "forecasts", "projects", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Readers are cautioned that the assumptions used in the preparation of information, although considered reasonable at the time of preparation, may prove to be inaccurate and, as such, reliance should not be placed on forward looking statements. The Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits, if any, that the Company will derive there from. By their nature, forward looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company’s control, including general economic and industry conditions, volatility of commodity prices, title risks and uncertainties, ability to access sufficient capital from internal and external sources, the Company may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. The Company's ability to refinance its indebtedness will depend on the capital markets and its financial condition at such time, currency fluctuations, construction and operational risks, licensing and permit requirements, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, imprecision of mineral resource, or production estimates and stock market volatility. Please see “Risks Factors” in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for more information regarding risks regarding the Company which is available on EDGAR at www.sec.gov/edgar and SEDAR+ at www.sedarplus.ca. All forward-looking statements contained in this Report Form 10-Q speak only as of the date of this Report on Form 10-Q or as of the dates specified in such statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by applicable law.

PART I

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

I-80 GOLD CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Stated in thousands of United States Dollars, except for share data)

(Unaudited)


	Note	March 31, 2025		December 31, 2024
ASSETS
Current assets
Cash and cash equivalents		$	13,475	$	19,001
Receivables, net		2,334		3,273

Inventory	3	24,001		15,331
Prepaids and deposits		3,787		3,421
Current portion of other assets		1,278		1,278
Total current assets		44,875		42,304
Non-current assets
Other assets		650		594
Restricted cash		40,948		40,289


Property, plant and equipment, net	4	572,495		572,442
Total non-current assets		614,093		613,325
Total assets		$	658,968	$	655,629

LIABILITIES
Current liabilities
Accounts payable and accrued liabilities		$	25,003	$	26,420




Current portion of long-term debt	5	40,825		37,842
Current reclamation liabilities		1,154		906
Current portion of other liabilities	6	18,683		8,882
Total current liabilities		85,665		74,050
Non-current liabilities
Deferred tax liabilities		16,401		16,401
Long-term debt	5	156,650		153,555
Reclamation liabilities		57,103		55,710
Non-current portion of other liabilities	6	25,191		15,249
Total non-current liabilities		255,345		240,915
Total liabilities		341,010		314,965

COMMITMENTS AND CONTINGENCIES	16

EQUITY
Common shares, unlimited authorized shares with no par value, 443,358,810 and 409,786,956 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	7	624,998		606,505
Additional paid-in capital		18,983		18,977
Accumulated deficit		(326,023)		(284,818)
Total equity		317,958		340,664
Total liabilities and equity		$	658,968	$	655,629

See accompanying notes to the Condensed Consolidated Financial Statements

I-80 GOLD CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Stated in thousands of United States Dollars, except for share data)

(Unaudited)


		Three months ended March 31,
	Note		2025		2024
Revenue	10		$	14,048	$	8,413
Cost of sales			(10,766)		(8,332)
Depletion, depreciation and amortization	4		(376)		(377)
Gross profit (loss)			2,906		(296)

Expenses
Pre-development, evaluation and exploration			9,545		7,274
General and administrative			4,990		4,225

Property maintenance			4,147		4,322
Loss from operations			(15,776)		(16,117)

Other income	11		511		9,262
Other expense	11		(17,736)		(4,423)
Interest expense	12

SEC Form 10-Q filed by i-80 Gold Corp.