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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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i-80 Gold Corp. (Name of Issuer) |
Common shares, no par value (Title of Class of Securities) |
44955L106 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 44955L106 |
| 1 | Names of Reporting Persons
Condire Management, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
81,171,808.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person: These shares are held (or issuable upon the exercise of warrants or debentures held) for the accounts of Condire Resource Master Partnership, LP, a Cayman Islands exempted limited partnership ("Condire Resource"), and Condire Alpha Partners, LP, a Texas limited partnership ("Condire Alpha"). Condire Management, LP, a Texas limited partnership ("Condire Management"), acts as investment manager to, and manages investment and trading accounts of, Condire Resource and Condire Alpha. As such, Condire Management may be deemed an indirect beneficial owner of securities held by Condire Resource and Condire Alpha.
Calculation is based upon (i) 811,358,811 Shares outstanding as of June 30, 2025, per the Prospectus Supplement Amendment No.1 filed by the Issuer with the SEC on May 14, 2025, the Form 8-K filed by the Issuer with the SEC on May 16, 2025, and the Form 8-K filed by the Issuer with the SEC on May 30, 2025 and (ii) 1,171,808 Shares issuable upon the exercise of warrants or conversion of debentures held by Condire Resource and Condire Alpha, both of which are subject to a "blocker" agreement that limits the combined shareholdings of Condire Resource, Condire Alpha and their affiliates in the Issuer to less than 10% of the then-outstanding common shares of the Issuer.
SCHEDULE 13G
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| CUSIP No. | 44955L106 |
| 1 | Names of Reporting Persons
Condire Management GP Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
81,171,808.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: These shares are held (or issuable upon the exercise of warrants or debentures held) for the accounts of Condire Resource Master Partnership, LP, a Cayman Islands exempted limited partnership ("Condire Resource"), and Condire Alpha Partners, LP, a Texas limited partnership ("Condire Alpha"). Condire Management, LP, a Texas limited partnership ("Condire Management"), acts as investment manager to, and manages investment and trading accounts of, Condire Resource and Condire Alpha. Condire Management GP Holdings, LLC, a Texas limited liability company ("Condire Management GP"), serves as the general partner of Condire Management. As such, Condire Management GP may be deemed an indirect beneficial owner of securities held by Condire Resource and Condire Alpha.
Calculation is based upon (i) 811,358,811 Shares outstanding as of June 30, 2025, per the Prospectus Supplement Amendment No.1 filed by the Issuer with the SEC on May 14, 2025, the Form 8-K filed by the Issuer with the SEC on May 16, 2025, and the Form 8-K filed by the Issuer with the SEC on May 30, 2025 and (ii) 1,171,808 Shares issuable upon the exercise of warrants or conversion of debentures held by Condire Resource and Condire Alpha, both of which are subject to a "blocker" agreement that limits the combined shareholdings of Condire Resource, Condire Alpha and their affiliates in the Issuer to less than 10% of the then-outstanding common shares of the Issuer.
SCHEDULE 13G
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| CUSIP No. | 44955L106 |
| 1 | Names of Reporting Persons
Ryan E. Schedler | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
81,171,808.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: These shares are held (or issuable upon the exercise of warrants or debentures held) for the accounts of Condire Resource Master Partnership, LP, a Cayman Islands exempted limited partnership ("Condire Resource"), and Condire Alpha Partners, LP, a Texas limited partnership ("Condire Alpha"). Condire Management, LP, a Texas limited partnership ("Condire Management"), acts as investment manager to, and manages investment and trading accounts of, Condire Resource and Condire Alpha. Condire Management GP Holdings, LLC, a Texas limited liability company ("Condire Management GP"), serves as the general partner of Condire Management, and Ryan E. Schedler is a managing member of Condire Management GP. As such, Mr. Schedler may be deemed an indirect beneficial owner of securities held by Condire Resource and Condire Alpha.
Calculation is based upon (i) 811,358,811 Shares outstanding as of June 30, 2025, per the Prospectus Supplement Amendment No.1 filed by the Issuer with the SEC on May 14, 2025, the Form 8-K filed by the Issuer with the SEC on May 16, 2025, and the Form 8-K filed by the Issuer with the SEC on May 30, 2025 and (ii) 1,171,808 Shares issuable upon the exercise of warrants or conversion of debentures held by Condire Resource and Condire Alpha, both of which are subject to a "blocker" agreement that limits the combined shareholdings of Condire Resource, Condire Alpha and their affiliates in the Issuer to less than 10% of the then-outstanding common shares of the Issuer.
SCHEDULE 13G
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| CUSIP No. | 44955L106 |
| 1 | Names of Reporting Persons
Bradley J. Shisler | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
81,171,808.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: These shares are held (or issuable upon the exercise of warrants or debentures held) for the accounts of Condire Resource Master Partnership, LP, a Cayman Islands exempted limited partnership ("Condire Resource"), and Condire Alpha Partners, LP, a Texas limited partnership ("Condire Alpha"). Condire Management, LP, a Texas limited partnership ("Condire Management"), acts as investment manager to, and manages investment and trading accounts of, Condire Resource and Condire Alpha. Condire Management GP Holdings, LLC, a Texas limited liability company ("Condire Management GP"), serves as the general partner of Condire Management, and Bradley J. Shisler is a managing member of Condire Management GP. As such, Mr. Shisler may be deemed an indirect beneficial owner of securities held by Condire Resource and Condire Alpha.
Calculation is based upon (i) 811,358,811 Shares outstanding as of June 30, 2025, per the Prospectus Supplement Amendment No.1 filed by the Issuer with the SEC on May 14, 2025, the Form 8-K filed by the Issuer with the SEC on May 16, 2025, and the Form 8-K filed by the Issuer with the SEC on May 30, 2025 and (ii) 1,171,808 Shares issuable upon the exercise of warrants or conversion of debentures held by Condire Resource and Condire Alpha, both of which are subject to a "blocker" agreement that limits the combined shareholdings of Condire Resource, Condire Alpha and their affiliates in the Issuer to less than 10% of the then-outstanding common shares of the Issuer.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
i-80 Gold Corp. | |
| (b) | Address of issuer's principal executive offices:
5190 Neil Road, Suite 460 Reno, NV, 89502 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule is being filed on behalf of each of the following persons (each, a "Reporting Person" and collectively, the "Reporting Persons"):
(i) Condire Management, LP ("Condire Management");
(ii) Condire Management GP Holdings, LLC ("Condire Management GP");
(iii) Ryan E. Schedler ("Mr. Schedler"); and
(iv) Bradley J. Shisler ("Mr. Shisler"). | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 1717 McKinney Ave., Suite 850, Dallas, Texas 75202. | |
| (c) | Citizenship:
(i) Condire Management is a Texas limited partnership;
(ii) Condire Management GP is a Texas limited liability company;
(iii) Mr. Schedler is a citizen of the United States of America; and
(iv) Mr. Shisler is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Common shares, no par value | |
| (e) | CUSIP No.:
44955L106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference. | |
| (b) | Percent of class:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The information contained in Items 2 and 4 of this Schedule 13G is incorporated herein by reference. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Mr. Schedler and Mr. Shisler are filing this Schedule 13G as control persons in respect of shares beneficially owned by Condire Management, LP, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit A: Joint Filing Agreement |