i-80 GOLD CORP. (TSX: IAU) (NYSE: IAUX) is pleased to announce the closing of the previously announced upsized “best efforts” private placement offering of US$65,000,000 principal amount of secured convertible debentures of the Company (see press releases dated February 2, 2023 and February 3, 2023). The Offering was led by Sprott Capital Partners LP and CIBC World Markets Inc., as co–lead agents, on behalf of themselves and Stifel Nicolaus Canada Inc., National Bank Financial Inc., Canaccord Genuity Corp., RBC Capital Markets Inc., Scotia Capital Inc. and Cormark Securities Inc.

The Convertible Debentures will bear a fixed interest of 8.00% per annum and will mature on February 22, 2027, being the date that is four years from the Offering closing date. The Convertible Debentures will be the senior unsecured obligation of the Company, and will be secured on a limited recourse basis by Premier Gold Mines USA, Inc., the Company’s wholly-owned subsidiary, with recourse limited to a pledge of all present and future limited liability company units issued by its wholly-owned subsidiary, Au-Reka Gold LLC. The Convertible Debentures will be guaranteed on a full recourse basis by Au-Reka which is secured by a first ranking security over all of Au–Reka’s present and future real and personal property (including the McCoy-Cove project).

The Convertible Debentures are not redeemable prior to the Maturity Date; provided, however, that, if the Company has not executed the security documents relating to the security being provided in connection with the Offering within 90 days from the date hereof, the Company shall be obligated to repurchase the Convertible Debentures, by the date that is 120 days from the date hereof, at a price equal to 100% of the principal amount of the Convertible Debentures then outstanding plus any accrued and unpaid interest thereon up to and including the date of redemption.

Ewan Downie, John Seaman and Matthew Gollat, each of whom is a director and/or officer of the Company, subscribed for US$150,000, US$50,000 and US$25,000, respectively, in principal amount of Convertible Debentures under the Offering. Each of the subscriptions by Ewan Downie, John Seaman and Matthew Gollat is considered to be a “related party transaction” for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Insider Participation is exempt from the formal valuation and minority shareholder requirements under MI 61-101 in reliance upon the exemptions contained in section 5.5(a) and 5.7(1)(a), respectively, of MI 61-101. The Company did not file a material change report more than 21 days before the expected closing date of the Offering as the details of the Offering and the Insider Participation was not settled until shortly prior to the closing of the Offering, and the Company wished to close the Offering on an expedited basis for sound business reasons.

All securities issued under the Offering are subject to a hold period expiring four months and one day from the date hereof. The Offering is subject to final acceptance of the Toronto Stock Exchange and the NYSE American.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or any state securities laws and, accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.

About i-80 Gold Corp.

i-80 Gold Corp. is a well-financed, Nevada-focused, mining company with a goal of achieving mid-tier gold producer status through the development of multiple deposits within the Company’s advanced-stage property portfolio with processing at i-80’s centralized milling facilities that include an autoclave.