6-K 1 i80form6k.htm FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of: November, 2024
Commission file number: 001-41382
i-80 Gold Corp.
(Translation of registrant's name into English)
5190 Neil Road, Suite 460, Reno, NV 89502
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover: ☐ Form 20-F ☒ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

EXHIBITS 99.1 AND 99.2 INCLUDED WITH THIS REPORT ARE HEREBY INCORPORATED BY REFERENCE INTO THE REGISTRANT'S REGISTRATION STATEMENT ON FORM F-10 (FILE NO. 333-279567), AS AMENDED AND SUPPLEMENTED AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

EXHIBIT INDEX
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 12, 2024
 /s/ Ryan Snow
Ryan Snow
Chief Financial Officer










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Condensed Consolidated Interim Financial Statements
September 30, 2024

(Unaudited)

(Stated in thousands of United States Dollars)





NOTICE TO SHAREHOLDERS
For The Three and Nine Months Ended September 30, 2024
i-80 Gold Corp

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING


The accompanying unaudited condensed consolidated interim financial statements of i-80 Gold Corp were prepared by management in accordance with International Financial Reporting Standards ("IFRS Accounting Standards"). Only changes in accounting policies have been disclosed in these unaudited condensed consolidated interim financial statements. Management acknowledges responsibility for the preparation and presentation of the unaudited condensed consolidated interim financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to the Company’s circumstances.

Management has established processes, which are in place to provide them sufficient knowledge to support management representations that they have exercised reasonable diligence that (i) the unaudited condensed consolidated interim financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the unaudited condensed consolidated interim financial statements and (ii) the unaudited condensed consolidated interim financial statements fairly present in all material respects the financial position, results of operations and cash flows of the Company, as of the date of and for the periods presented by the unaudited condensed consolidated interim financial statements.

The Board of Directors is responsible for reviewing and approving the unaudited condensed consolidated interim financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the unaudited condensed consolidated interim financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the unaudited condensed consolidated interim financial statements together with other financial information of the Company for issuance to the shareholders.

Management recognizes its responsibility for conducting the Company’s affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.


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CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(Stated in thousands of United States Dollars)
(Unaudited)



NoteSeptember 30, 2024December 31, 2023
ASSETS
Current assets
Cash and cash equivalents$21,776 $16,277 
Receivables2,447 4,316 
Inventory515,895 11,387 
Prepaids and deposits4,873 4,631 
Current portion of other assets61,278 3,202 
Total current assets46,269 39,813 
Non-current assets
Other assets6366 765 
Restricted cash and cash equivalents739,899 44,488 
Property, plant and equipment8656,232 638,627 
Total non-current assets696,497 683,880 
Total assets$742,766 $723,693 
LIABILITIES
Current liabilities
Accounts payable$9,003 $12,849 
Accrued liabilities12,354 14,333 
Current portion of long-term debt992,873 88,378 
Current provision for environmental rehabilitation10519 543 
Current portion of other liabilities1124,447 16,562 
Total current liabilities139,196 132,665 
Non-current liabilities
Long-term debt983,890 91,896 
Provision for environmental rehabilitation1071,756 70,979 
Non-current portion of other liabilities116,840 1,889 
Total non-current liabilities162,486 164,764 
Total liabilities301,682 297,429 
EQUITY
Share capital12595,049 489,270 
Reserves18,958 19,311 
Deficit(172,923)(82,317)
Total equity441,084 426,264 
Total liabilities and equity$742,766 $723,693 

Subsequent events [Note 23]

See accompanying notes to the Condensed Consolidated Interim Financial Statements


Approved by the Board of Directors and authorized for issue on November 12, 2024




/s/ John Seaman/s/ Richard Young
John SeamanRichard Young
DirectorChief Executive Officer


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CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Stated in thousands of United States Dollars, except for share data)
(Unaudited)



Three months ended
September 30,
Nine months ended
September 30,
Note2024202320242023
Revenue$11,509 $13,215 $27,107 $29,073 
Cost of sales(15,449)(12,244)(42,346)(30,975)
Depletion, depreciation and amortization8(552)(1,444)(1,003)(5,589)
Mine operating loss
(4,492)(473)(16,242)(7,491)
Expenses
Exploration, evaluation and pre-development156,019 10,014 13,867 30,088 
General and administrative164,554 4,136 15,139 13,724 
Property maintenance2,549 2,763 7,818 7,992 
Share-based payments12794 244 1,935 2,455 
Loss before the following(18,408)(17,630)(55,001)(61,750)
Other (expense) income
17(10,331)21,488 (7,097)43,150 
Finance expense18(9,322)(8,133)(28,508)(22,698)
Loss before income taxes(38,061)(4,275)(90,606)(41,298)
Deferred tax recovery 76  8,020 
Loss and comprehensive loss for the period$(38,061)$(4,199)$(90,606)$(33,278)
Loss per common share
Basic and diluted loss per share13$(0.10)$(0.01)$(0.26)$(0.13)
Weighted average number of common shares outstanding
Basic and diluted weighted average shares outstanding13386,474,070 287,128,970 350,581,065 266,207,340 


See accompanying notes to the Condensed Consolidated Interim Financial Statements


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CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(Stated in thousands of United States Dollars)
(Unaudited)



Three months ended
September 30,
Nine months ended
September 30,
Note2024202320242023
OPERATING ACTIVITIES
Loss for the period
$(38,061)$(4,199)$(90,606)$(33,278)
Items not affecting cash and adjustments
Depletion, depreciation and amortization8(iv)1,025 1,852 2,565 6,835 
Share-based payments(202)(569)939 1,642 
Other expense (income)14(ii)11,490 (20,939)10,260 (41,656)
(Gain) loss on foreign exchange(292)78 (674)36 
Finance expense9,321 8,115 28,053 22,661 
Deferred tax recovery (76) (8,020)
Reclamation expenditures10(188)(239)(426)(548)
Change in non-cash working capital14(i)(2,094)1,540 (12,008)(1,463)
Cash used in operating activities$(19,001)$(14,437)$(61,897)$(53,791)
INVESTING ACTIVITIES
Capital expenditures on property, plant and equipment(4,723)(11,572)(14,142)(34,389)
Restricted cash(447)3,596 4,589 (11,073)
Other assets — 425 — 
Purchase of investments —  (894)
Net cash acquired in acquisition of Paycore Minerals Inc.4 —  10,027 
Cash used in investing activities$(5,170)$(7,976)$(9,128)$(36,329)
FINANCING ACTIVITIES
Proceeds from shares issued in brokered placement4 — 83,500 — 
Proceeds from shares issued in equity financing12(b) 27,693 17,436 27,693 
Proceeds from shares issued in ATM Program412,965 — 12,965 — 
Net proceeds from Gold Prepay Agreement9(iv) 18,932  18,932 
Principal repayment on Gold Prepay Agreement9(iv)(14,101)(3,989)(23,818)(12,192)
Principal repayment on Silver Purchase Agreement9(v) (28)(8,387)(5,690)
Share issue costs(397)(1,632)(4,878)(1,632)
Stock option and warrant exercises12(b)38 44 933 1,947 
Finance fees paid(564)— (1,514)— 
Net proceeds on Convertible Debentures9(iii) —  61,906 
Contingent payments11(vii) —  (11,000)
Other(98)(149)(385)(340)
Cash (used in) provided by financing activities$(2,157)$40,871 $75,852 $79,624 
Change in cash and cash equivalents during the period(26,328)18,458 4,827 (10,496)
Cash and cash equivalents, beginning of period47,812 19,355 16,277 48,276 
Effect of exchange rate changes on cash held292 (78)672 (45)
Cash and cash equivalents, end of period$21,776 $37,735 $21,776 $37,735 

Supplemental cash flow information [Note 14]

See accompanying notes to the Condensed Consolidated Interim Financial Statements


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CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
(Stated in thousands of United States Dollars, except for share data)
(Unaudited)



Share CapitalReserves
Issued and outstandingNoteNumber of
shares
Share capitalEquity settled
employee
benefits
DeficitTotal equity
Balance as at December 31, 2022240,561,017 $354,470 $15,042 $(36,100)$333,412 
Shares and options issued on acquisition of Paycore Minerals Inc.430,505,575 78,787 2,515 — 81,302 
Shares issued in equity financing12(b)13,629,800 27,693 — — 27,693 
Shares issued in relation to Ruby Hill contingent payments12(b)5,515,313 16,000 — — 16,000 
Shares issued in relation to Convertible Loan12(b)800,449 1,665 — 66 1,731 
Exercise of warrants and stock options12(d)874,798 2,419 (350)— 2,069 
Share-based payments12(f)— — 1,793 — 1,793 
Convertible Debenture conversion option9(iii)— — — 18,913 18,913 
Share issue costs— (1,633)— — (1,633)
Loss for the period— — — (33,278)(33,278)
Balance as at September 30, 2023291,886,952 479,401 19,000 (50,399)448,002 
Balance as at December 31, 2023298,502,334 489,270 19,311 (82,317)426,264 
Shares issued in brokered placement469,698,050 74,644 — — 74,644 
Shares issued in private placement12(b)13,064,204 17,436 — — 17,436 
Shares issued in ATM Program411,498,278 13,073 — — 13,073 
Shares issued in relation to Granite Creek contingent payments12(b)2,727,336 3,564 — — 3,564 
Exercise of stock options12(d)943,600 2,010 (1,076)— 934 
Share-based payments12(f)— — 723 — 723 
Share issue costs— (4,948)— — (4,948)
Loss for the period— — — (90,606)(90,606)
Balance as at September 30, 2024396,433,802 $595,049 $18,958 $(172,923)$441,084 

See accompanying notes to the Condensed Consolidated Interim Financial Statements


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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)

1.NATURE OF OPERATIONS

i-80 Gold Corp ("i-80 Gold" or the "Company"), is a Nevada-focused, growth-oriented gold and silver producer engaged in the exploration, development and production of gold and silver. The Company's principal assets include the Granite Creek Mine, Ruby Hill Mine, McCoy-Cove Mine and the Lone Tree Mine and autoclave facilities. Each property is wholly-owned by the Company.

The Company was incorporated on November 10, 2020, in the province of British Columbia, Canada. The Company’s common shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol IAU and the New York Stock Exchange ("NYSE") under the symbol IAUX. Its head office is located at Suite 460, 5190 Neil Road, Reno, Nevada, 89502.

2.BASIS OF PREPARATION

(a)Statement of compliance

These unaudited condensed consolidated interim financial statements (the "Financial Statements") have been prepared in accordance with IAS 34 - Interim Financial Reporting as issued by the International Accounting Standards Board ("IASB"). Accordingly, certain disclosures included in the annual financial statements prepared in accordance with International Financial Reporting Standards ("IFRS Accounting Standards") as issued by the IASB have been condensed or omitted and these Financial Statements should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2023. The accounting policies applied in the preparation of these Financial Statements are consistent with those applied and disclosed in the Company's audited financial statements for the year ended December 31, 2023, except for the adoption of amendments to IAS 1 as further described in Note 2 (e) of these Financial Statements. Certain figures in the comparative period have been reclassified to be consistent with the current year's presentation.

These Financial Statements were approved and authorized for issuance by the Board of Directors on November 12, 2024.

(b)Basis of presentation

These Financial Statements have been prepared using the measurement bases specified by IFRS Accounting Standards for each type of asset, liability, income and expense. Measurement bases are more fully described in the accounting policies below.

These Financial Statements have been prepared by management on a going concern basis in accordance with IFRS Accounting Standards. The going concern basis of presentation assumes the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

The Company’s ability to execute its plan and fulfill its commitments as they come due is dependent upon its success in obtaining additional financing. While management has been successful in raising additional funds in the past, there can be no assurance that it will be able to do so in the future. Given the Company’s working capital deficit, current operating losses and management’s expectation of future losses until it has fully executed its strategy, the inability of the Company to arrange appropriate financing in a timely manner could result in the carrying value of the Company’s assets being subject to material adjustment. These conditions indicate the existence of material uncertainties which cast significant doubt as to the Company’s ability to continue as a going concern.

These Financial Statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary if the Company is not able to continue as a going concern. Such adjustments could be material.



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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(c)Basis of consolidation

The Financial Statements incorporate the financial statements of the Company and entities controlled by the Company. Control is achieved when the Company is exposed to variable returns and has the ability to affect those returns through power to direct the relevant activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. Subsidiaries will be de-consolidated from the date that control ceases. The Company's principal properties and material subsidiaries are as follows:

SubsidiaryLocationPercentage of ownershipProperty
Premier Gold Mines USA Inc.Nevada100%Holding
Osgood Mining Company LLCHumboldt, Nevada100%Granite Creek
Ruby Hill Mining Company LLCEureka, Nevada100%Ruby Hill
Goldcorp Dee LLCHumboldt, Nevada100%Lone Tree
Au-Reka Gold LLCEureka, Nevada100%McCoy-Cove
Golden Hill Mining Company LLCEureka, Nevada100%FAD

All transactions and balances between the Company and its subsidiaries are eliminated on consolidation, including unrealized gains and losses on transactions between the companies. Where unrealized losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Company. Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the period are recognized from the effective date of acquisition, or up to the effective date of disposal, as applicable.

(d)Functional and presentation currency

The functional currency of the Company is the United States dollar ("USD" or "US dollars") which reflects the underlying transactions, events and conditions that are relevant to the entity. Management considers primary and secondary indicators in determining functional currency including the currency that influences sales prices, labor, purchases and other costs. Other indicators include the currency in which funds from financing activities are generated and the currency in which receipts from operations are usually retained.

Reference to $ or USD is to US dollars, reference to C$ or CAD is to Canadian dollars.

(e)Amended IFRS Accounting Standard effective January 1, 2024

In January 2020, the IASB issued amendments to IAS 1 - Presentation of Financial Statements to clarify that liabilities are classified as either current or non-current, depending on the existence of the substantive right at the end of the reporting period for an entity to defer settlement of the liability for at least twelve months after the reporting period. In addition, the amendments clarify that: (a) classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period; (b) classification is unaffected by management’s intentions or expectations about whether the Company will exercise its right to defer settlement; (c) if the Company’s right to defer settlement is subject to the Company complying with specified conditions, only conditions with which the Company must comply on or before the reporting date affect the classification of a liability as current or non-current; (d) the term settlement refers to a transfer that extinguishes the liability and such transfer could be made in cash or other assets including the Company's own equity instruments. Furthermore, the amendments confirm that when the terms of the liability allow for settlement by the Company's own equity instruments at the option of the counterparty, settlement using the Company's own equity instruments is not considered in determining the classification of the liability. To meet this exception, the conversion option must have been separated from the liability and classified as an equity instrument in the financial statements of the Company. The amendments apply retrospectively for annual reporting periods beginning on or after January 1, 2024.

The Company adopted the amendments on the effective date applying the amendments retrospectively. Certain amounts in the comparative period have been reclassified to reflect the retrospective application, as further described below. Application of the amendments in the comparative period resulted in an increase in the current portion of other liabilities of $15.4 million, a corresponding decrease in the non-current portion of other liabilities of $15.4 million, an increase in the current portion of long-term debt of $56.4 million, and a corresponding decrease in the non-current portion of long-term debt of $56.4 million in the statement of financial position as at December 31, 2023.




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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
Convertible loans

The Company entered into two convertible loans in 2021, as further described in Note 9 (i) and Note 9 (ii) of these Financial Statements. Each convertible loan contains a conversion feature which is classified as a derivative financial liability on the statement of financial position. In applying the definition of settlement it is clear that the Company does not have the right to defer settlement of the convertible loans for more than twelve months after the reporting date, as the holders can demand settlement of the liability in shares at any time in a manner that would extinguish the liability. Furthermore, as the settlement would be through the exercise of each holders' right to convert the loan to the Company's equity under a conversion option that was classified as a liability on inception and not an equity instrument, the Company does not meet the exception criteria described above and would consider the settlement by transfer of the Company's own equity instrument to be an extinguishment of the liability. As a result, the convertible loans, including the conversion features classified as derivative liabilities, both of which were previously classified as non-current liabilities, have been reclassified within current liabilities in the statement of financial position at December 31, 2023 to reflect the retrospective application of the amendments.

Convertible debentures

The Company closed a private placement offering of secured convertible debentures in 2023, as further described in Note 9 (iii) of these Financial Statements. The convertible debentures contain a conversion feature which is classified as an equity instrument on the statement of financial position. In applying the definition of settlement it is clear that the Company does not have the right to defer settlement of the convertible loans for more than twelve months after the reporting date, as the holders can demand settlement of the liability in shares at any time in a manner that would extinguish the liability. However, as the settlement would be through the exercise of the holders' right to convert the debt to the entity’s equity under a conversion option that was classified as equity on inception, it is ignored for purposes of determining the classification of the host liability on the statement of financial position. In accordance with the amendments to IAS 1 the Company concluded it has the right to defer settlement of the liability for more than twelve months as the maturity date is February 22, 2027, thereby, the Company determined there was no impact to the classification of the convertible debentures on application of the amendments.

Warrant liability

The Company issued warrants as further described in Note 11 (i) of these Financial Statements. Each whole warrant issued entitles the holder to acquire a common share of the Company, at a fixed Canadian dollar price over a specified term. The warrants are considered derivatives because their exercise price is in C$ whereas the Company’s functional currency is in US dollars. Accordingly, the Company recognizes the warrants as liabilities. In applying the definition of settlement it is clear that the Company does not have the right to defer settlement of the warrants for more than twelve months after the reporting date, as the warrants can be exercised at anytime time in a manner that would extinguish the liability. Furthermore, as the warrants were classified as a liability at inception and not an equity instrument, the Company does not meet the exception criteria described above and would consider the settlement by transfer of the Company's own equity instrument to be an extinguishment of the liability. As a result, the warrants which were previously classified within non-current liabilities, have been reclassified within current liabilities in the statement of financial position at December 31, 2023 to reflect the retrospective application of the amendments.

Deferred share units

The Company granted deferred share units ("DSU") to eligible members of the Board of Directors, as further described in Note 12 (e) of these Financial Statements. DSUs must be retained until the Director leaves the Board, at which time the awards will be equity or cash settled. DSUs are classified as a financial liability in the statement of financial position. In applying the definition of settlement it is clear that the Company does not have the right to defer settlement of vested DSUs for more than twelve months after the reporting date, as the DSUs are redeemable when a Director leaves the Board in a manner that would extinguish the liability. Furthermore, as the DSUs were classified as a liability at inception and not an equity instrument, the Company does not meet the exception criteria described above and would consider the settlement by transfer of the Company's own equity instrument to be an extinguishment of the liability. As a result, vested DSUs which were previously classified within non-current liabilities, have been reclassified within current liabilities in the statement of financial position at December 31, 2023 to reflect the retrospective application of the amendments.

(f)Transition to US Generally Accepted Accounting Principles

Historically, and including these condensed consolidated interim financial statements, the Company has prepared its financial statements under IFRS Accounting Standards for reporting as permitted by security regulators in Canada, as well as in the United States under the status of a foreign private issuer as defined by the United States Securities and Exchange Commission (the “SEC”). On June 28, 2024, the Company determined that it will no longer qualify as a foreign private issuer under the SEC rules as of January 1, 2025. As a result, beginning January 1, 2025 the Company is required to report with the SEC on domestic forms and comply with domestic company rules. Consequently, the Company will be required to prepare its financial statements using United States Generally Accepted Accounting Principles (“US GAAP”) effective beginning with the Company’s 2024 annual consolidated financial statements and for all subsequent reporting periods. The transition to US GAAP will be made retrospectively. The Company is currently evaluating the impact of the conversion to US GAAP on the financial statements.


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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)

3.CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of these Financial Statements in accordance with IFRS Accounting Standards requires management to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities, disclosure of commitments and contingent liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. The determination of estimates requires the exercise of judgement based on various assumptions and other factors such as historical experience, current and expected economic conditions. Actual results could differ from these estimates. The significant judgments and estimates used in the preparation of these Financial Statements that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities and earnings within the next financial year were the same as those applied in the most recent annual audited consolidated financial statements for the year ended December 31, 2023, except for the adoption of amendments to IAS 1 as further described in Note 2 (e) of these Financial Statements.

4.CORPORATE TRANSACTIONS

At-the-market equity program (the "ATM Program") and Filing of Prospectus Supplement

The Company obtained a receipt for a final short form base shelf prospectus on June 24, 2024 (the "Canadian Shelf Prospectus"). The Canadian Shelf Prospectus was filed with the securities regulators in each province and territory of Canada, and a corresponding U.S. base prospectus contained in its registration statement on Form F-10 (the "U.S. Base Prospectus") was filed with the SEC.

These filings allow the Company to make offerings of common shares, warrants, debt securities, subscription receipts and units (collectively, the “Securities”), or any combination thereof, from time to time over a 25-month period in both Canada and the United States. Upon filing its annual 10-K the Company's current U.S. Base Prospectus will no longer be available for future securities offerings. The Securities may be offered in amounts, at prices and on terms to be determined at the time of sale and, subject to applicable regulations, may include “at-the-market” offerings, public offerings or strategic investments. The specific terms of future offerings of Securities, if any such offerings occur, will be set forth in one or more prospectus supplement(s) to be filed with applicable securities regulators.

The ATM Program has been implemented pursuant to the terms of an equity distribution agreement dated August 12, 2024 (the "Equity Distribution Agreement"), among the Company, National Bank Financial Inc., and a syndicate of underwriters (collectively, the "Agents"). The ATM Program allows i-80, through the Agents, to, from time to time, offer and sell in Canada and the United States through the facilities of the TSX and the NYSE American stock exchange (the “NYSE American”) such number of common shares in the capital of the Company (the “Shares”) as would have an aggregate offering price of up to $50 million.

The offering of Shares under the ATM Program are made through and qualified in Canada by, a prospectus supplement dated August 12, 2024 (the “Canadian Prospectus Supplement”) to the Canadian Shelf Prospectus, each filed with the securities commissions in each of the provinces and territories of Canada, and in the United States pursuant to a prospectus supplement dated August 12, 2024 (the “U.S. Prospectus Supplement”) to the Company's U.S. Base Prospectus filed with the SEC.

The ATM Program will be effective until the filing of the Company's annual 10-K (on or prior to March 31, 2025), unless terminated before such date by i-80 or otherwise in accordance with the Equity Distribution Agreement. Once the 10-K is filed, the Company will be required to file a new registration statement for purposes of qualifying any future prospectus issuance of securities in the United States. The timing and extent of the use of the ATM Program will be at the discretion of the Company. Accordingly, total gross proceeds from equity offerings under the ATM Program, if any, could be significantly less than $50 million.

For the period from August 12, 2024, to September 30, 2024, the Company issued 11.5 million common shares under the ATM Program at a weighted average share price of $1.14 per common share for total gross proceeds of $13.1 million. Transaction costs incurred of $0.4 million are presented as a reduction to share capital.

Bought Deal Public Offering

On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69.7 million units (each, a “Unit“) at a price of C$1.65 per Unit for aggregate gross proceeds to the Company of approximately $83.5 million (C$115 million) (the “Offering“), including the full exercise of the previously announced over-allotment option. Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. Each warrant is exercisable to acquire one common share of the Company for a period of 48 months from closing of the Offering at an exercise price of C$2.15 per share. On May 1, 2024, 34.8 million share purchase warrants issued in connection with the Offering commenced trading on the TSX under the symbol "IAU.WT".

The underwriters' were paid a cash commission equal to 5% of the gross proceeds of the Offering, excluding proceeds from sales of Units to certain president’s list purchasers. The Company received net proceeds of $79.2 million (C$109.1 million) net of underwriters commission of $4.2 million (C$5.7 million) and other costs of $0.1 million (C$0.1 million).



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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
The warrants are considered derivatives because their exercise price is in C$ whereas the Company’s functional currency is in USD. Accordingly, the Company recognizes the warrants as liabilities at fair value with changes in fair value recognized in profit or loss. Of the $83.5 million gross proceeds received, $8.9 million was allocated to the warrant liability and the residual $74.6 million was allocated to the common shares issued and classified as equity. The warrant liability was valued at inception using the closing price of the warrants of C$0.35 on May 1, 2024.

The Offering was completed pursuant to a short form prospectus dated April 25, 2024 (the “Prospectus“). Certain directors and officers of the Company purchased an aggregate of 300,000 Units pursuant to the Offering.

Second Amending Gold Prepay Agreement

On April 24, 2024, the Company entered into a second amending agreement with Orion Mine Finance ("Orion) to amend the terms of the A&R Gold Prepay Agreement (the “Second A&R Gold Prepay Agreement). In accordance with the terms of the Second A&R Gold Prepay Agreement, Orion agreed to extend the deadline for the outstanding deliveries previously required to be made on or before April 15, 2024 under the A&R Gold Prepay Agreement until May 10, 2024.

In addition, if the Company meets the Gold Option Criteria (as defined below) it may elect to defer the deadline to deliver any of its quarterly gold delivery obligations for the 2024 calendar year (each instance, a “Gold Deferral”) by delivering to Orion, on or before September 30, 2025, the adjusted quarterly gold quantities (multiplied by 1.15 for gold deliveries made prior to June 30, 2025 and 1.19 for gold deliveries made thereafter). In order for the Company to implement a Gold Deferral, (i) it must be in compliance with the use of proceeds section as described in the Prospectus (the “Budget”) and (ii) after assuming the delivery of the applicable quarterly gold quantity on the applicable unextended quarterly deadline, the Company would not have sufficient funds to remain in compliance with the Budget (collectively, the “Gold Option Criteria”). In addition, should the Company implement a Gold Deferral and complete an equity offering prior to September 30, 2025, the Company would be required to deliver gold ounces to Orion up to 34% of the net proceeds of such offering, in settlement of gold quantities outstanding under the Second A&R Gold Prepay Agreement.

The Second A&R Gold Prepay Agreement is subject to standard conditions and covenants, including minimum cash balance and certain reporting requirements. Obligations under the Second A&R Gold Prepay Agreement continue to be senior secured obligations of the Company and its wholly-owned subsidiaries Ruby Hill Mining Company, LLC and Osgood Mining Company, LLC and secured against the Ruby Hill project in Eureka County, Nevada and the Granite Creek project in Humboldt County, Nevada. In connection with the Second A&R Gold Prepay Agreement the Company paid an amendment fee of $0.5 million to Orion.

Management followed the guidance within IFRS 9 - Financial Instruments and determined that the modification to the agreement was non-substantial and accordingly, the Company accounted for the modification as an adjustment to the existing liability. In performing this assessment management used a discounted cash flow analysis incorporating key inputs such as expected metal prices, metal price volatility and risk-free borrowing rates.

Amendment to Silver Purchase Agreement

On April 24, 2024, the Company entered into an amending agreement with Orion (the “Amended Silver Purchase Agreement”) to amend the terms of its Silver Purchase Agreement. In accordance with the terms of the Amended Silver Purchase Agreement, Orion agreed to extend the deadline for the outstanding deliveries required to be made on or before April 15, 2024, under the Amended Silver Purchase Agreement until May 10, 2024.

In addition, if the Company meets the Stream Option Criteria (as defined below) it may elect to defer the requirements to deliver its annual minimum delivery amount for 2024 (a “Stream Deferral”) by delivering to Orion, on or before September 30, 2025, the adjusted annual minimum delivery amount (multiplied by 1.07 for silver deliveries made prior to June 30, 2025 and 1.11 for silver deliveries made thereafter). In order for the Company to implement a Stream Deferral, (i) it must be in compliance with the Budget and (ii) after assuming the delivery of the applicable minimum delivery amount in respect of 2024 by January 15, 2025, the Company would not have sufficient funds to remain in compliance with the Budget (collectively, the “Stream Option Criteria”). In addition, should the Company implement a Stream Deferral and complete an equity offering on or after January 15, 2025 until September 30, 2025, the Company will be required to deliver refined silver to Orion up to 16% of the net proceeds of such offering, in settlement of silver deliveries outstanding under the Amended Silver Purchase Agreement.

The Amended Silver Purchase Agreement is subject to standard conditions and covenants, including minimum cash balance and certain reporting requirements. Obligations under the Amended Silver Purchase Agreement continue to be senior secured obligations of the Company and its wholly-owned subsidiaries Ruby Hill Mining Company, LLC and Osgood Mining Company, LLC and secured against the Ruby Hill project in Eureka County, Nevada and the Granite Creek project in Humboldt County, Nevada. In connection with the Amended Silver Purchase Agreement the Company paid an amendment fee of $0.25 million to Orion.



10

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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
Management followed the guidance within IFRS 9 - Financial Instruments and determined that the modification to the agreement was non-substantial and accordingly, the Company accounted for the modification as an adjustment to the existing liability. In performing this assessment management used a discounted cash flow analysis incorporating key inputs such as expected metal prices, metal price volatility and risk-free borrowing rates.

Acquisition of Paycore

On May 5, 2023, the Company completed the acquisition of Paycore Minerals Inc. ("Paycore"). Paycore’s principal asset is the FAD property that is host to the FAD deposit located immediately south of, and adjoining, the Company’s Ruby Hill Property located in Eureka County, Nevada. The acquisition consolidates the northern portion of the Eureka District, increasing the Company’s land package at Ruby Hill.

The Company acquired 100% of the issued and outstanding shares of Paycore at an exchange ratio of 0.68 i-80 Gold common share for each Paycore common share held (the “Exchange Ratio”). All outstanding options and warrants of Paycore that were not exercised prior to the acquisition date were replaced with i-80 Gold options and warrants, as adjusted in accordance with the Exchange Ratio.

The Paycore acquisition was accounted for as an asset acquisition as management determined that substantially all the fair value of the gross assets acquired were concentrated on the FAD mineral property. The components of consideration that were paid is detailed in the table below:

Components of consideration paid:
Share consideration (i)$66,037
Common shares issued in relation to contingent value rights (ii)12,750
Replacement warrants (iii)2,675
Replacement options (iii)2,515
Previously held interest (iv)4,116
Transaction costs323
$88,416
(i)    The fair value of 25,488,584 common shares issued to Paycore shareholders was determined using the Company's share price of C$3.46 per share on the acquisition date.

(ii)    Following completion of the arrangement and in accordance with the Amendment to the Contingent Value Rights Agreement dated February 26, 2023 among the Company, Paycore, Golden Hill Mining LLC, and Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC (collectively, "Waterton"), all of the obligations outstanding under the outstanding contingent value rights agreement between Paycore, Golden Hill Mining LLC and Waterton dated April 20, 2022, with an aggregate value of $12.75 million were satisfied through the issuance of 5,016,991 i-80 Gold common shares to Waterton on May 9, 2023. The fair value of 5,016,991 common shares issued to Waterton was determined using the Company's share price of C$3.46 per share on the acquisition date.

(iii)    The fair value of 1,727,200 replacement options and 3,755,257 replacement warrants was determined using the Black-Scholes pricing model with the following assumptions:
Stock OptionsWarrants
Risk-free rate
3.55% to 3.91%
3.66% to 4.52%
Expected life
18 to 29 months
12 to 24 months
Expected volatility
52% to 56%
52% to 58%
Share priceC$3.46C$3.46

(iv) On May 5, 2023 and immediately prior to the Paycore acquisition the Company owned 2,336,200 Paycore common shares. The Company's investment in Paycore was remeasured at fair value on the acquisition date using the Exchange Ratio and the Company's share price of C$3.46 per share on the acquisition date with the change in fair value recognized through the statement of loss as further described in Note 17 of these Financial Statements.

The table below presents the fair values of the assets acquired and liabilities assumed at the date of acquisition:

Net assets (liabilities) acquired:
Cash$10,027
Other assets206
Mineral properties78,218
Accounts payable(35)
Fair value of net assets acquired$88,416



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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
5.INVENTORY
September 30, 2024December 31, 2023
Ore in stockpiles and on leach pads$8,197 $7,614 
Work-in-process3,189 778 
Finished goods1,079 896 
Materials and supplies3,430 2,099 
Total inventory$15,895 $11,387 

The amount of inventory recognized as an expense in cost of sales for the three and nine months ended September 30, 2024, was $15.4 million and $42.3 million, respectively (2023 - $12.2 million and $31.0 million, respectively). During the three and nine months ended September 30, 2024, the Company recognized, within cost of sales, inventory write-downs of $3.3 million and $12.1 million, respectively, relating to Granite Creek mined material (2023 - nil and $8.5 million, respectively, relating to heap leach material at Ruby Hill, Lone Tree and Granite Creek).

6.OTHER ASSETS
September 30, 2024December 31, 2023
Silver Purchase Agreement embedded derivative (i)
$ $1,898 
Forced conversion option (ii)366 366 
Other assets (iii)1,278 1,703 
Total other assets1,644 3,967 
Less current portion1,278 3,202 
Long-term portion$366 $765 

(i)    The asset balance in the comparative period represents the embedded derivative in relation to the silver price included in the Silver Purchase Agreement as further described in Note 9 (v), Note 11 (vi) and Note 21 (d) of these Financial Statements.

(ii)    The asset balance represents the forced conversion option included in the Convertible Debentures as further described in Note 9 (iii) and Note 21 (d) of these Financial Statements.

(iii)    This balance represents other non-core assets acquired in the Argenta Property acquisition.

7.RESTRICTED CASH AND CASH EQUIVALENTS

Restricted cash relates to reclamation obligations, as further described in Note 20 of these Financial Statements. During the first quarter of 2024, $6.0 million in cash collateral was returned to the Company.



12

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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
8.PROPERTY, PLANT AND EQUIPMENT
Cost
Mine properties
(i)
Development properties
(ii)
Exploration, evaluation and pre-development properties
(iii)
Buildings, plant and equipmentTotal
Balance as at January 1, 2023$2,160 $108,712 $208,035 $221,866 $540,773 
Additions— 15,366 83,707 18,778 117,851 
Disposals— — — (1,749)(1,749)
IFRS 16 Right of Use assets — — — 252 252 
Change in estimate of provision for environmental rehabilitation— 121 (2,508)— (2,387)
Transfers— (4,663)— 4,663  
Adjustments— — — (134)(134)
Balance as at December 31, 20232,160 119,536 289,234 243,676 654,606 
Additions— 18,198 — 3,646 21,844 
Disposals— — — (875)(875)
IFRS 16 Right of Use assets— — — 86 86 
Change in estimate of provision for environmental rehabilitation— (25)(987)— (1,012)
Balance as at September 30, 2024$2,160 $137,709 $288,247 $246,533 $674,649 
Accumulated depreciation
Balance as at January 1, 2023$2,160 $— $— $9,352 $11,512 
Depletion, depreciation and amortization— — — 5,023 5,023 
Disposals— — — (450)(450)
Adjustments— — — (106)(106)
Balance as at December 31, 20232,160 — — 13,819 15,979 
Depletion, depreciation and amortization— — — 2,632 2,632 
Disposals— — — (194)(194)
Balance as at September 30, 2024$2,160 $ $ $16,257 $18,417 
Net carrying amounts
Balance, December 31, 2023$— $119,536 $289,234 $229,857 $638,627 
Balance as at September 30, 2024$ $137,709 $288,247 $230,276 $656,232 
(i)Mine properties include the Ruby Hill Archimedes open pit, fully depleted in 2021.

(ii)Development properties include Granite Creek.



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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(iii)Exploration, evaluation and pre-development properties:
PropertyJanuary 1, 2024AdditionsChange in estimate of environmental provisionSeptember 30, 2024
Ruby Hill, Nevada$92,076 $— $24 $92,100 
Lone Tree, Nevada51,410 — (914)50,496 
McCoy-Cove, Nevada66,157 — (108)66,049 
FAD, Nevada78,218 — — 78,218 
Other1,373 — 11 1,384 
Total$289,234 $— $(987)$288,247 
PropertyJanuary 1, 2023AdditionsChange in estimate of environmental provisionDecember 31, 2023
Ruby Hill, Nevada$92,889 $— $(813)$92,076 
Lone Tree, Nevada52,533 — (1,123)51,410 
McCoy-Cove, Nevada61,203 5,489 (535)66,157 
FAD, Nevada— 78,218 — 78,218 
Other1,410 — (37)1,373 
Total$208,035 $83,707 $(2,508)$289,234 

(iv)Depreciation, depletion and amortization on property, plant and equipment during the three and nine months ended September 30, 2024 and 2023 include amounts allocated to:
Three months ended
September 30,
Nine months ended
September 30,
2024202320242023
Depreciation, depletion and amortization$552 $1,444 $1,003 $5,589 
Recorded in exploration, evaluation and pre-development167 29 474 83 
Recorded in general and administrative109 114 342 329 
Recorded in property maintenance 265 841 833 
Depreciation, depletion and amortization capitalized into properties187 31 (14)69 
1,015 1,883 2,646 6,903 
Inventory movement(64)(619)(14)(2,968)
Total depletion, depreciation and amortization$951 $1,264 $2,632 $3,935 
(v)The Company’s leased assets include buildings and vehicles. Right-of-use assets include:

BuildingsEquipmentTotal
As at December 31, 2022$370 $152 $522 
Additions143 100 243 
Terminations— (90)(90)
Depreciation(238)(108)(346)
As at December 31, 2023275 54 329 
Additions— 44 44 
Termination— (7)(7)
Depreciation(180)(46)(226)
As at September 30, 2024$95 $45 $140 



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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(a)Acquisitions and option agreements

Ruby Hill Property

During the fourth quarter of 2023 the Company entered into a non-binding term sheet in connection with a potential joint venture with an arm's length party at the Company's Ruby Hill property. In connection with the term sheet, the Company granted the potential partner exclusivity for a period of 120 days subject to extension for an additional 60-day period, in order to complete metallurgical due diligence and negotiate definitive documents. During the exclusivity period, the Company completed a drill campaign, funded by the potential partner. During the first quarter of 2024, the Company received funding of $2.1 million from the potential partner for costs incurred in relation to the potential joint venture. The Company has elected to no longer proceed with joint venture discussions.

Granite Creek Project

As part of the consideration for the Company's acquisition of Osgood Mining Company LLC ("Osgood") from Waterton Global Resource Management, Inc. (“Waterton”), the Company assumed a contingent value rights obligation which included a payment to Waterton in the amount of $5.0 million upon the public announcement of a positive production decision related to the Granite Creek Project (underground or open pit) (the "Production Payment"), and an additional $5.0 million upon production of the first ounce of gold (excluding ordinary testing and bulk sampling programs) following a 60 consecutive day period where gold prices have exceeded $2,000 per ounce (the "Price Payment").

The Osgood acquisition was accounted for as an asset acquisition as management determined that substantially all the fair value of the gross assets acquired were concentrated on the Granite Creek Project mineral property. For contingent consideration and payments related to asset acquisitions, an accounting policy choice exists, and an entity may recognize a liability for the expected variable payments at the time control of the underlying asset is obtained or they may only recognize such a liability as the related activity that gives rise to the variability occurs. For the Osgood acquisition, management did not recognize a liability for contingent payments as the conditions required for these payments had not been met as of the date the assets were acquired.

In the third quarter of 2022, the Company paid Waterton $5.0 million in cash as part of the contingent value rights Production Payment. The $5.0 million Production Payment is recorded in property, plant and equipment on the consolidated statements of financial position.

In the first quarter of 2024, the Company paid Waterton $3.6 million as part of the contingent value rights Price Payment. Consideration paid to Waterton consisted of 2.7 million common shares of the Company valued at $3.6 million. In the second quarter of 2024, the Company paid Waterton $1.4 million in cash in full satisfaction of the $5.0 million Price Payment. The $5.0 million Price Payment is recorded in property, plant and equipment on the consolidated statements of financial position.


15

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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(b)Summary of mineral property Net Smelter Return ("NSR") royalties (as at September 30, 2024)
Active propertiesNSR (i)
Granite Creek
1-4% NSR Royal Gold/D.M. Duncan
3-5% NSR Royal Gold
2% NSR Franco-Nevada/S&G Pinson
Portions of 7.5% NSR Stoffer/Noceto/Phillips
2% NSR Stoffer/Noceto/Phillips/Murphy/Christison
10% NPI Gold Royalty
2% Franco-Nevada
0.5% NSR Nevada Gold Mines
Ruby Hill
2.5% NSR Placer Dome U.S. Inc.
3% Biale Trust
4% NSR Asarco Incorporated
3% RG Royalties
Lone Tree
5% NSR VEK/Andrus
1% NSR Franco-Nevada Mining Corporation, Inc.
4% NSR Bronco Creek, Inc.
5% NSR Marigold Mining Company
5% NSR Richardson
5% NSR BTF Properties
0.5%-1.5% NSR Newmont USA Limited
McCoy-Cove, Nevada
1.5% NSR Maverix Metals Inc.
2% NSR Maverix Metals Inc.
2% NSR Chiara
Tabor, Nevada
3% NSR Renaissance
Golden Hill
4% NSR Asarco Incorporated
3% NSR RG Royalties
0.5-1.5% NSR Royalty Consolidation Company
3% Biale Trust
4.0% Herrera
2.0% MacKenzie
4.0% Fulton/Wycosky
(i)These royalties are tied to specific mining claims and may not apply to the entire property.



16

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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
9.LONG-TERM DEBT

Orion Convertible Loan
(i)
Sprott Convertible Loan
(ii)
Convertible Debentures
(iii)
Gold Prepay Agreement
(iv)
Silver Purchase Agreement
(v)
OtherTotal
As at January 1, 2023$39,741 $8,903 $— $34,004 $32,447 $781 $115,876 
Fair value on inception— — 42,459 18,108 — — 60,567 
Additions and adjustments— 315 — — — 239 554 
Amortization of finance costs438 — 378 72 20 — 908 
Principal repayment— (2,038)— (17,043)(6,231)(449)(25,761)
Finance charge7,790 1,291 6,930 8,691 3,427 28,130 
As at December 31, 202347,969 8,471 49,767 43,832 29,663 572 180,274 
Additions and adjustments— — — (396)(292)(23)(711)
Amortization of finance costs423 — 435 92 25 — 975 
Principal repayment— — — (19,843)(8,475)(344)(28,662)
Finance charge6,795 1,000 7,000 7,716 2,376 — 24,887 
As at September 30, 2024$55,187 $9,471 $57,202 $31,401 $23,297 $205 $176,763 
Less current portion55,187 9,471 — 21,326 6,785 104 92,873 
Long-term portion$ $ $57,202 $10,075 $16,512 $101 $83,890 
(i)Orion Convertible Loan

On December 13, 2021, the Company entered into a Convertible Credit Agreement with OMF Fund III (F) Ltd., an affiliate of Orion to borrow $50 million (the "Orion Convertible Loan"). The Orion Convertible Loan bears interest at a rate of 8.0% annually and matures on December 13, 2025. The Orion Convertible Loan contains a change of control feature, a conversion feature, and a forced conversion feature that are considered embedded derivatives by the Company. The change of control feature and conversion feature are classified as derivative financial liabilities, measured at FVTPL, whereas the forced conversion feature is classified as an equity instrument measured at fair value on inception and is not subsequently remeasured. During the period ended September 30, 2024, none of the features were exercised. The derivative financial liability was recorded at $13.6 million at inception and $1.8 million at September 30, 2024 (December 31, 2023 - $9.0 million). For the three and nine months ended September 30, 2024, the Company recorded a fair value loss of $0.6 million and gain of $7.3 million, respectively (2023 - gain of $11.7 million and $19.9 million, respectively) related to the valuation of the embedded derivatives through the statement of loss as further described in Note 17 of these Financial Statements. The equity instrument was recorded at $2.0 million at inception and period end. Interest expense is calculated by applying the effective interest rate of 18.90% to the host liability component. The effective interest rate is calculated based on the host liability component after deducting embedded derivatives and transactions costs. Interest expense is included in finance expense.

The initial fair value of the liability portion of the convertible loan was determined using a market interest rate for an equivalent non- convertible loan at the issue date. The liability is subsequently recognized on an amortized cost basis until extinguished on change of control, conversion or maturity of the loan. The remainder of the proceeds, after removing components classified as liabilities, is allocated to the forced conversion option and recognized in shareholder's equity, net of income tax, and not subsequently remeasured.

As a result of the amendments to IAS 1 as further described in Note 2 (e) of these Financial Statements, the Orion Convertible Loan, including the conversion feature classified as a derivative liability, both of which were previously classified as non-current liabilities, have been reclassified within current liabilities in the statement of financial position at December 31, 2023 to reflect the retrospective application of the amendments to IAS 1.

(ii)Sprott Convertible Loan

On December 10, 2021, the Company entered into a Convertible Credit Agreement with a fund managed by Sprott Asset Management USA, Inc. and a fund managed by CNL Strategic Asset Management, LLC (“Sprott”) to borrow $10 million (the "Sprott Convertible Loan"). The Sprott Convertible Loan bears interest at a rate of 8.0% annually and matures on December 9, 2025. The Sprott Convertible Loan contains a change of control feature, a conversion feature, and a forced conversion feature that are considered embedded derivatives by the Company. The change of control feature and conversion feature are classified as derivative financial liabilities, measured at FVTPL whereas the forced conversion feature is classified as an equity instrument measured at fair value on inception and is not subsequently remeasured.



17

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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
During the second quarter of 2023, Sprott converted $1.8 million in principal and $0.2 million in interest into 0.8 million common shares of the Company. During the period ended September 30, 2024, none of the features were exercised. The derivative financial liability was recorded at $2.7 million at inception and $0.3 million at September 30, 2024 (December 31, 2023 - $1.5 million). For the three and nine months ended September 30, 2024, the Company recorded a fair value loss of $0.1 million and gain of $1.2 million, respectively (2023 - gain of $1.9 million and $4.1 million, respectively) related to the valuation of the embedded derivatives through the statement of loss as further described in Note 17 of these Financial Statements. The equity instrument was recorded at $0.4 million at inception and $0.3 million at period end. Interest expense is calculated by applying the effective interest rate of 14.92% to the host liability component. The effective interest rate is calculated based on the host liability component after deducting embedded derivatives. Interest expense is included in finance expense.

The initial fair value of the liability portion of the convertible loan was determined using a market interest rate for an equivalent non- convertible loan at the issue date. The liability is subsequently recognized on an amortized cost basis until extinguished on control, conversion or maturity of the loan. The remainder of the proceeds, after removing components classified as liabilities, is allocated to the forced conversion option and recognized in shareholder's equity, net of income tax, and not subsequently remeasured.

Under the Sprott Convertible Loan and Orion Convertible Loan (the "Convertible Loans"), if a change of control occurs prior to the maturity date, the Company shall make an offer to prepay the Convertible Loans in cash, in an amount equal to 101% of the then outstanding principal amount. Outstanding amounts under the Convertible Loans are convertible into common shares of the Company at any time prior to maturity at the option of the applicable respective lender (a) in the case of the outstanding principal, C$3.275 per common share, and (b) in the case of accrued and unpaid interest, subject to TSX approval, at the market price of the common shares on the TSX at time of the conversion of such interest. Commencing 120 days following the closing date of the Convertible Loans, on any date when the volume weighted average price equals or exceeds 150% of the conversion price for each of the preceding 20 days, the Company may at its option elect to require the lenders to convert at the conversion price all of the then outstanding principal amount and any accrued and unpaid interest into common shares of the Company.

As a result of the amendments to IAS 1 as further described in Note 2 (e) of these financial statements, the Sprott Convertible Loan, including the conversion feature classified as a derivative liability, both of which were previously classified as non-current liabilities, have been reclassified within current liabilities in the statement of financial position at December 31, 2023 to reflect the retrospective application of the amendments to IAS 1.

Subsequent to the period ended September 30, 2024, Sprott converted $3.6 million in principal and subject to obtaining approval of the TSX $0.9 million in interest of the Sprott Convertible Loan into 2.1 million common shares of the Company. On October 31, 2024, upon approval of the TSX the Company issued 2.1 million common shares to Sprott.

(iii)Convertible Debentures

On February 22, 2023, the Company closed a private placement offering of $65 million principal amount of secured convertible debentures (the "Convertible Debentures") of the Company. The Convertible Debentures bear interest at a fixed rate of 8.00% per annum and will mature on February 22, 2027. Outstanding amounts under the Convertible Debentures are convertible into common shares of the Company at any time prior to maturity at the option of the applicable respective lender (a) in the case of the outstanding principal, $3.38 per common share, and (b) in the case of accrued and unpaid interest, subject to TSX approval, at the market price of the common shares at time of the conversion of such interest.

The Convertible Debentures contain a conversion feature, a change of control feature, and a forced conversion feature that are considered embedded derivatives by the Company. The change of control feature is classified as a derivative financial liability and the forced conversion feature is classified as a derivative financial asset, both measured at FVTPL whereas the conversion feature is classified as an equity instrument measured at fair value on inception and is not subsequently remeasured. During the period ended September 30, 2024, none of the features were exercised. The change of control liability was recorded at $1.4 million at inception and nil at September 30, 2024 (December 31, 2023 - nil) and the forced conversion asset was recorded at $0.9 million at inception and $0.4 million at September 30, 2024 (December 31, 2023 - $0.4 million). The equity instrument was recorded at $18.9 million at inception and at September 30, 2024. Interest expense is calculated by applying the effective interest rate of 19% to the host liability component. The effective interest rate is calculated based on the host liability component after deducting embedded derivatives and transactions costs. Interest expense is included in finance expense.



18

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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
Under the Convertible Debentures if a change of control occurs prior to the maturity date, the Company shall make an offer to prepay the Convertible Debentures in cash, in an amount equal to 104% of the then outstanding principal amount, plus accrued and unpaid interest on such Convertible Debentures up to, and including, the change of control purchase date. The holder of the Convertible Debentures shall have the right, at any time, to convert all or any portion of the principal amount of the Convertible Debentures into common shares of the Company at the conversion price of $3.38 per common share. The holder shall also have the option to elect to convert all or any portion of the accrued and unpaid interest into common shares at a price equal to the greater of (i) the conversion price, (ii) the current market price of the common shares on NYSE at the time of the conversion of such amounts owing, or (iii) 5-day VWAP of the common shares on the TSX. If after 120 days after the issue date and prior to the maturity date, the VWAP of the common shares of the Company as measured in U.S. dollars on the NYSE American equals or exceeds 150% of the conversion price for 20 consecutive trading days, the Company shall have right to convert all but not less than all of the principal amount of the Convertible Debentures, and subject to the approval of the TSX or any applicable stock exchange, all accrued and unpaid interest on the Convertible Debentures (however, that such conversion price of the accrued and unpaid interest must not be less than the VWAP of the common shares on the TSX during the five trading days immediately preceding the relevant date), into common shares at the conversion price. The Convertible Debentures are not redeemable prior to the maturity date. Certain directors and/or officers of the Company subscribed for $0.23 million in principal amount of Convertible Debentures under the offering.

(iv)Gold Prepay Agreement

On December 13, 2021, the Company entered into a gold prepay agreement with Orion (the "Gold Prepay Agreement"). In April 2022, the Gold Prepay Agreement was amended to adjust the quantity of the quarterly deliveries of gold, but not the aggregate amount of gold, to be delivered by the Company to Orion over the term of the Gold Prepay Agreement. Under the terms of the amended Gold Prepay Agreement, in exchange for $41.9 million, the Company is required to deliver to Orion 3,100 troy ounces of gold for the quarter ending June 30, 2022, and thereafter, 2,100 troy ounces of gold per calendar quarter until September 30, 2025, for aggregate deliveries of 30,400 troy ounces of gold.

On September 20, 2023, the Company entered into an A&R Gold Prepay Agreement with Orion pursuant to which the Company received aggregate gross proceeds of $20.0 million (the "2023 Gold Prepay Accordion") structured as an additional accordion under the existing Gold Prepay Agreement. The 2023 Gold Prepay Accordion will be repaid through the delivery by the Company to Orion of 13,333 troy ounces of gold over a period of 12 quarters, being 1,110 troy ounces of gold per quarter over the delivery period with the first delivery being 1,123 troy ounces of gold. The first delivery will occur on March 31, 2024, and the last delivery will occur on December 31, 2026.

On March 28, 2024, the Company entered into an amending agreement in relation to the A&R Gold Prepay Agreement with Orion pursuant to which the March 31, 2024 quarterly delivery of 3,223 troy ounces of gold was extended from March 31, 2024, to April 15, 2024 (the "First Amending Agreement").

On April 24, 2024, the Company entered into a Second A&R Gold Prepay Agreement with Orion as further described in Note 4 of these Financial Statements. Pursuant to the Second A&R Gold Prepay Agreement, Orion agreed to extend the deadline for the outstanding deliveries previously required to be made on or before April 15, 2024 under the A&R Gold Prepay Agreement until May 10, 2024. In addition, if the Company meets the Gold Option Criteria (as further described in Note 4 of these Financial Statements) it may elect to defer the deadline to deliver any of its quarterly gold delivery obligations for the 2024 calendar year by delivering to Orion, on or before September 30, 2025, the adjusted quarterly gold quantities (multiplied by 1.15 for gold deliveries made prior to June 30, 2025 and 1.19 for gold deliveries made thereafter). The remaining terms of the Second A&R Gold Prepay Agreement remain substantially the same as the existing A&R Gold Prepay Agreement. The Company may request an increase in the prepayment by an additional amount not exceeding $50 million in aggregate in accordance with the terms of the Second A&R Gold Prepay Agreement.

The Second A&R Gold Prepay Agreement is recognized as a financial liability at amortized cost and it contains an embedded derivative in relation to the embedded gold price within the agreement that is measured at FVTPL each reporting period, as further described in Note 11 (v) and Note 21 (d) of these Financial Statements. Interest expense is calculated by applying the effective interest rate of 24.48% to the financial liability. Interest expense is included in finance expense.

Management assessed the A&R Gold Prepay Agreement and determined that the modification was non-substantial. As a result, management accounted for the modification as an adjustment to the existing liability and used the original effective interest rate of the Gold Prepay Agreement to determine the fair value of the 2023 Gold Prepay Accordion. The 2023 Gold Prepay Accordion liability was recorded at fair value at inception of $18.1 million. Management assessed the Second A&R Gold Prepay Agreement and determined that the modification was non-substantial. For the three and nine months ended September 30, 2024, the Company recorded a loss on modification of nil and $0.7 million, respectively (2023 - loss of $1.8 million and $1.8 million, respectively) related to the Gold Prepay Agreement through the statement of loss as further described in Note 17 of these Financial Statements.



19

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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
On June 28, 2024, the Company entered into a Side Letter Agreement with Orion in relation to the June 30, 2024 quarterly delivery, whereby the Company agreed to deliver a minimum of 1,000 troy ounces of gold to Orion on or before July 1, 2024, and to deliver the remaining 2,210 troy ounces to Orion on or before August 31, 2024. During the third quarter of 2024, the Company delivered 5,420 troy ounces of gold to Orion, 2,210 troy ounces of gold in satisfaction of the outstanding June 30, 2024 gold delivery and 3,210 troy ounces of gold in full satisfaction of the September 30, 2024 quarterly delivery. For the three and nine months ended September 30, 2024, the Company incurred costs of $14.1 million and $23.8 million, respectively, in relation to gold delivered under the Gold Prepay Agreement. In connection with the Side Letter Agreement, the Company paid fees of $0.6 million to Orion.

As of September 30, 2024, the Company had delivered 25,343 troy ounces of gold towards the Gold Prepay Agreement with Orion, leaving 18,390 troy ounces of gold remaining to be delivered under the agreement. The current portion of the liability is $21.3 million as of September 30, 2024.

(v)Silver Purchase Agreement

On December 13, 2021, in exchange for $30.0 million, the Company entered into a silver purchase and sale agreement with Orion (the "Silver Purchase Agreement"). Under the Silver Purchase Agreement, commencing April 30, 2022, the Company will deliver to Orion 100% of the silver production from the Granite Creek and Ruby Hill projects until the delivery of 1.2 million ounces of silver, after which the delivery will be reduced to 50% until the delivery of an aggregate of 2.5 million ounces of silver, after which the delivery will be reduced to 10% of the silver production solely from Ruby Hill Project. Orion will pay the Company an ongoing cash purchase price equal to 20% of the prevailing silver price. Until the delivery of an aggregate of 1.2 million ounces of silver, the Company is required to deliver the following minimum amounts of silver ("the Annual Minimum Delivery Amount") in each calendar year: (i) in 2022, 300,000 ounces, (ii) in 2023, 400,000 ounces, (iii) in 2024, 400,000 ounces, and (iv) in 2025, 100,000 ounces. In the event that in a calendar year the amount of silver delivered under the Silver Purchase Agreement is less than the Annual Minimum Delivery Amount, the Company shall make up such difference (the “Shortfall Amount”) by delivering on or before the fifteenth day of the month immediately following such calendar year (the "Delivery Deadline"). At the Company’s sole option, the obligation to make up the Shortfall Amount to Orion may be satisfied by the delivery of refined gold instead of refined silver, at a ratio of 1/75th ounce of refined gold for each ounce of refined silver. The Silver Purchase Agreement was funded April 2022.

On January 12, 2024, the Company entered into an extension agreement in relation to the Silver Purchase Agreement with Orion pursuant to which the 2023 Shortfall Amount Delivery Deadline was extended from January 15, 2024, to April 15, 2024 (the "Extension Agreement"). In connection with the Extension Agreement the Company paid an amendment fee of $0.2 million and issued 0.5 million common share warrants exercisable at C$2.717 per share with an exercise period of 48 months or until January 24, 2028.

On April 24, 2024, the Company entered into an Amended Silver Purchase Agreement with Orion as further described in Note 4 of these Financial Statements. Pursuant to the Amended Silver Purchase Agreement, Orion agreed to extend the deadline for the outstanding deliveries required to be made on or before April 15, 2024 under the Amended Silver Purchase Agreement until May 10, 2024. If the Company meets the Stream Option Criteria (as further described in Note 4 of these Financial Statements) it may elect to defer the requirements to deliver its annual minimum delivery amount for 2024 (a “Stream Deferral”) by delivering to Orion, on or before September 30, 2025, the adjusted annual minimum delivery amount (multiplied by 1.07 for silver deliveries made prior to June 30, 2025 and 1.11 for silver deliveries made thereafter).

The Amended Silver Purchase Agreement is recognized as a financial liability at amortized cost and it contains two embedded derivatives as further described in Note 11 (vi) and Note 21 (d) of these Financial Statements. Interest expense is calculated by applying the effective interest rate of 12.28% to the financial liability. Interest expense is included in finance expense.

Management assessed the Amended Silver Purchase Agreement and determined that the modification was non-substantial. For the three and nine months ended September 30, 2024, the Company recorded a loss on modification of nil and $0.4 million related to the Silver Purchase Agreement through the statement of loss as further described in Note 17 of these Financial Statements.

During the second quarter of 2024, the Company delivered 394,605 ounces of silver to Orion in full satisfaction of the 2023 Shortfall Amount. For the nine months ended September 30, 2024, the Company incurred costs of $8.4 million in relation to silver delivered under the Silver Purchase Agreement. As of September 30, 2024, the Company had delivered 700,000 ounces of silver towards the Silver Purchase Agreement with Orion. The current portion of the liability is $6.8 million as of September 30, 2024.

The obligations under the Second A&R Gold Prepay Agreement and Amended Silver Purchase Agreement are senior secured obligations of the Company and its wholly-owned subsidiaries Ruby Hill Mining Company LLC, and Osgood Mining Company LLC, and secured against the Ruby Hill project in Eureka County, Nevada and the Granite Creek project in Humboldt County, Nevada.


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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
10.PROVISION FOR ENVIRONMENTAL REHABILITATION

The Company's provision for environmental rehabilitation results from mining activities and previously mined property interests. The provision consists primarily of costs associated with mine reclamation and closure activities. These activities, which tend to be site specific, generally include costs for decommissioning the mill complex and related infrastructure, physical and chemical stability of the tailings area and, post-closure site security and monitoring costs. The Company considers such factors as changes in laws and regulations, and requirements under existing permits in determining the estimated costs. Such analysis is performed on an on-going basis.

The Company estimates that the undiscounted un-inflated value of the cash flows required to settle the provision is $65.8 million for the Lone Tree property, $18.4 million for the Ruby Hill property, $8.6 million for the McCoy-Cove property, $2.1 million for the Granite Creek property, and $1.2 million for the Argenta property. In calculating the best estimate of the Company's provision on a net present value basis, management used risk-free interest rates ranging from 3.58% to 4.19%. A reconciliation of the discounted provision is provided below:

Granite CreekRuby HillLone TreeMcCoy-CoveArgentaTotal
Balance as at January 1, 2024$1,661 $12,986 $49,158 $6,541 $1,176 $71,522 
Change in estimate capitalized(25)24 (914)(108)11 (1,012)
Accretion expense51 409 1,497 202 32 2,191 
Reclamation expenditures— — (426)— — (426)
Balance as at September 30, 20241,687 13,419 49,315 6,635 1,219 72,275 
Less current portion— — 519 — — 519 
Long-term portion$1,687 $13,419 $48,796 $6,635 $1,219 $71,756 
Granite CreekRuby HillLone TreeMcCoy-CoveArgentaTotal
Balance as at January 1, 2023$1,473 $13,273 $48,898 $6,812 $1,170 $71,626 
Change in estimate capitalized121 (813)(1,123)(535)(37)(2,387)
Accretion expense67 526 1,923 264 43 2,823 
Reclamation expenditures— — (540)— — (540)
Balance as at December 31, 20231,661 12,986 49,158 6,541 1,176 71,522 
Less current portion— — 543 — — 543 
Long-term portion$1,661 $12,986 $48,615 $6,541 $1,176 $70,979 
11.OTHER LIABILITIES
September 30, 2024December 31, 2023
Warrant liability (i)
$12,917 $4,467 
Share-based payment liability (ii)
1,401 1,184 
Orion - Conversion and change of controls rights (iii)
1,777 9,028 
Sprott - Conversion and change of controls rights (iii)
285 1,459 
Offtake liability (iv)
637 637 
Gold Prepay Agreement embedded derivative (v)
9,589 1,676 
Silver Purchase Agreement embedded derivative (vi)4,681 — 
Total other liabilities31,287 18,451 
Less current portion24,447 16,562 
Long-term portion$6,840 $1,889 
(i)Warrant liability

Bought Deal Public Offering

On May 1, 2024, in connection with the Offering discussed in Note 4 of these Financial Statements, the Company issued 34.8 million common share warrants exercisable at C$2.15 per share with an exercise period of 48 months. The warrants commenced trading on the TSX on May 1, 2024, under the symbol "IAU.WT". The trading value was used to determine the fair value at inception and for subsequent periods. The initial fair value of the warrants recognized on inception was $8.9 million and at September 30, 2024 $11.6 million. The Company incurred $4.5 million in transaction costs in connection with the Offering, of which $0.5 million was allocated to the warrant liability and included in general and administrative expenses in the statement of loss during the period ended September 30, 2024.


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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
Orion warrants

In connection with the Orion financing package the Company completed during the fourth quarter of 2021, the Company issued 5.5 million common share warrants exercisable at C$3.275 per share with an exercise period of 36 months or until December 13, 2024. On September 20, 2023, in connection with the A&R Gold Prepay Agreement the Company extended the expiry date by an additional twelve months to December 13, 2025. The initial fair value of the warrants recognized on inception was $3.5 million and at September 30, 2024 $0.5 million (December 31, 2023 - $2.0 million).

In connection with the A&R Gold Prepay Agreement entered into during the third quarter of 2023, the Company issued 3.8 million common share warrants exercisable at C$3.17 per share with an exercise period of 36 months or until September 20, 2026. The warrants included a four month hold period. The initial fair value of the warrants recognized on inception was $1.9 million and at September 30, 2024 $0.6 million (December 31, 2023 - $1.8 million).

In connection with the Extension Agreement entered into during the first quarter of 2024, the Company issued 0.5 million common share warrants exercisable at C$2.72 per share with an exercise period of 48 months or until January 24, 2028. The warrants included a four month hold period. The initial fair value of the warrants recognized on inception was $0.3 million and at September 30, 2024 $0.2 million.

Paycore replacement warrants

In connection with the Paycore acquisition discussed in Note 4 of these Financial Statements, the Company issued a total of 3.8 million common share warrants for Paycore warrants outstanding on the date of acquisition. The replacement warrants are comprised of 0.2 million common share warrants at an exercise price of C$3.09 per common share until April 20, 2024, 0.3 million common share warrants at an exercise price of C$2.40 per common share until February 9, 2025, and 3.3 million common share warrants at an exercise price of C$4.02 per common share until May 2, 2025. The initial fair value of the warrants recognized on inception was $2.7 million and at September 30, 2024 $0.1 million (December 31, 2023 - $0.6 million). On April 20, 2024, 0.2 million common share warrants at an exercise price of C$3.09 per common share expired.

Waterton warrants

In connection with the acquisition of Osgood the Company issued to Waterton 12.1 million common share warrants which are exercisable into one fully paid and non-assessable common share of the Company at an exercise price of C$3.64 per share until April 14, 2024. The warrants included a four month hold period. The initial fair value of the warrants recognized on inception was $6.1 million and at September 30, 2024 nil (December 31, 2023 - $0.1 million). During the first quarter of 2023, Waterton exercised 0.4 million warrants to purchase 0.4 million common shares of the Company. On April 14, 2024, the remaining balance of 11.7 million common share warrants expired.

The warrants are considered derivatives because their exercise price is in C$ whereas the Company’s functional currency is in USD. Accordingly, the Company recognizes the warrants as liabilities at fair value with changes in fair value recognized in profit or loss. For the three and nine months ended September 30, 2024, the Company recorded a fair value loss of $3.6 million and gain of $0.7 million, respectively (2023 - gain of $7.4 million and $17.5 million, respectively) through the statement of loss as further described in Note 17 of these Financial Statements.

As a result of the amendments to IAS 1 as further described in Note 2 (e) of these Financial Statements, the warrants which were previously classified within non-current liabilities, have been reclassified within current liabilities in the statement of financial position at December 31, 2023 to reflect the retrospective application of the amendments.

The fair value of the warrants, excluding warrants issued in connection with the Offering, were calculated using the Black-Scholes option pricing model, or a Monte Carlo simulation model, if applicable taking into the account the four month hold restriction, and with the following weighted average assumptions:

September 30, 2024December 31, 2023
Risk-free rate
2.69% to 4.00%
3.45% to 5.08%
Warrant expected life
4 to 40 months
3 to 33 months
Expected volatility
56% to 82%
42% to 54%
Expected dividend0%0%
Share priceC$1.57C$2.33

As of September 30, 2024, there were 48,185,249 warrants outstanding (December 31, 2023 - 24,716,409).



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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(ii)Share-based payment liability

The Company recognized a share-based payment liability of $1.4 million at September 30, 2024 (December 31, 2023 - $1.2 million) under the Company's restricted and deferred share unit plans as discussed in Note 12 (e) of these Financial Statements. The current portion of the liability is $1.2 million at September 30, 2024 (December 31, 2023 - $0.9 million).

As a result of the amendments to IAS 1 as further described in Note 2 (e) of these Financial Statements, vested DSUs which were previously classified within non-current liabilities, have been reclassified within current liabilities in the statement of financial position at December 31, 2023 to reflect the retrospective application of the amendments.

(iii)Conversion and change of control right

The financial liability represents the conversion and change of control rights included in the Orion and Sprott Convertible Loans as further described in Note 9 (i), Note 9 (ii) and Note 21 (d) of these Financial Statements.

(iv)Offtake liability

The financial liability represents the gold look back component of the offtake agreement. The Company originally entered into an offtake agreement with Orion in April 2021 (the “Offtake Agreement”) to sell (i) an aggregate of 29,750 ounces of refined gold for 2021, and (ii) up to an aggregate of 31,500 ounces of refined gold annually (the "Annual Gold Quantity") from the Company's Eligible Projects until March 1, 2027. The Offtake Agreement was amended and restated (the “A&R Offtake Agreement”) in December 2021. The main amendments reflected in the A&R Offtake Agreement include the increase in the term of the agreement to December 31, 2028, the inclusion of the Granite Creek and Ruby Hill projects, and the increase of the annual gold quantity to up to an aggregate of 37,500 ounces in respect of the 2022 and 2023 calendar years and up to an aggregate of 40,000 ounces in any calendar year after 2023. The final purchase price to be paid by Orion will be, at Orion’s option, a market referenced gold price in US dollars per ounce during a defined pricing period before and after the date of each sale. In the event that the Company does not produce the Annual Gold Quantity in any given year, the obligation is limited to those ounces actually produced. During 2022, Orion assigned all of its rights, title and interest under the A&R Offtake Agreement to TRR Offtakes LLC ("Trident").

(v)Gold Prepay Agreement embedded derivative

The financial liability represents the embedded derivative in relation to the fixed gold price included in the Gold Prepay Agreement as further described in Note 9 (iv) and Note 21 (d) of these Financial Statements. The Company recognizes the embedded derivative at fair value with changes in fair value recognized in profit or loss. For the three and nine months ended September 30, 2024, the Company recorded a fair value loss of $3.0 million and $7.9 million, respectively (2023 - gain of $2.2 million and loss of $0.1 million, respectively) related to the valuation of the embedded derivative through the statement of loss as further described in Note 17 of these Financial Statements. As of September 30, 2024, the current portion of the Gold Prepay Agreement embedded derivative liability was $6.9 million.

(vi)Silver Purchase Agreement embedded derivative

The liability balance represents the embedded derivative in relation to the silver price included in the Silver Purchase Agreement as further described in Note 9 (v) and Note 21 (d) of these Financial Statements. The Company recognizes the embedded derivative at fair value with changes in fair value recognized in profit or loss. For the three and nine months ended September 30, 2024, the Company recorded a fair value loss of $1.3 million and $6.6 million, respectively (2023 - gain of $0.8 million and $1.3 million, respectively) related to the valuation of the embedded derivative through the statement of loss as further described in Note 17 of these Financial Statements. As of September 30, 2024, the current portion of the Silver Purchase Agreement embedded derivative liability was $1.4 million.



23

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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(vii)Deferred consideration

In connection with the acquisition of Ruby Hill the Company recorded a financial liability associated with the milestone payments. The four milestone payments and corresponding early prepayment options are as follows:

$17 million in cash and/or shares of i-80 Gold payable on the earlier of 60 days following the issuance of a press release by the Company regarding the completion of a new or updated Mineral Resource estimate for Ruby Hill or 15 months after closing, based on the market price of i-80 Gold's shares at the time of such payment (the "First Milestone Payment");
$15 million in cash and/or shares of i-80 payable on the earlier of 60 days following the issuance of a press release by the Company regarding the completion of a Feasibility Study for Ruby Hill or 24 months after closing, based on the market price of i-80 Gold's shares at the time of such payment (the "Second Milestone Payment"). An early prepayment option to reduce the payment by $5 million to $10 million is available if the payment is made less than 15 months after closing and if the payment in shares of the Company does not exceed up to $7.5 million of the total amount, at the Company's discretion.
$15 million in cash and/or shares of i-80 Gold payable on the earlier of 30 months after closing and 90 days following the announcement by the Company of a construction decision related to a deposit on any portion of Ruby Hill that is not currently being mined, based on the market price of i-80 Gold's shares at the time of such payment (the "Third Milestone Payment"); and
$20 million in cash and/or shares of i-80 Gold payable on the earlier of 36 months after closing and 90 days following the announcement by the Company of achieving Commercial Production related to a deposit on any portion of Ruby Hill that is not currently being mined, priced based on the market price of i-80 Gold's shares at the time of such payment (the "Fourth Milestone Payment"). An early prepayment option to reduce the payment for the third and fourth milestone payments to $20 million is available if the payments are done prior to 24 months after closing, if the payment in shares of the Company did not exceed up to $10 million of the total amount, at the Company's discretion, and if shares held by Waterton do not exceed 9.99% of the outstanding shares of the Company.
During the first quarter of 2023, the Company exercised the early prepayment option and paid to Waterton total consideration of $27.0 million in satisfaction of the First and Second Milestone Payment. Consideration paid to Waterton consisted of $11.0 million in cash and 5.5 million common shares of the Company valued at $16.0 million.

During the fourth quarter of 2023, the Company exercised the early prepayment option and paid to Waterton total consideration of $20.0 million in satisfaction of the Third and Fourth Milestone Payment. Consideration paid to Waterton consisted of $10.0 million in cash and 6.6 million common shares of the Company valued at $10.0 million. The deferred consideration due under the terms of the acquisition of Ruby Hill have been fully satisfied.

The Company recognized the liability at fair value with changes in fair value recognized in profit or loss. The initial fair value of the liability recognized on inception was $41.9 million. For the three and nine months ended September 30, 2024, the Company recognized a loss on the revaluation of the liability of nil (2023 - $0.4 million and $1.1 million, respectively) through the statement of loss as further described in Note 17 of these Financial Statements. The deferred consideration was fully satisfied in 2023, as a result no further gains or losses have been recorded.

12.SHARE CAPITAL

(a)Authorized share capital

At September 30, 2024, the authorized share capital consisted of an unlimited number of common shares without par value.

(b)Issued share capital

During the third quarter of 2024, the Company issued 11.5 million common shares under the ATM Program at a weighted average share price of $1.14 per common share for total gross proceeds of $13.1 million. Transaction costs incurred of $0.4 million are presented as a reduction to share capital.

On May 1, 2024, the Company completed a bought deal public offering of an aggregate of 69.7 million Units at a price of C$1.65 per Unit for aggregate gross proceeds to the Company of approximately $83.5 million (C$115.0 million). Each Unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant of the Company. The 34.8 million common share warrants issued in connection with the offering were valued at $8.9 million at inception using the closing price of the warrants of C$0.35 on May 1, 2024. The Company incurred $4.5 million in transaction costs in connection with the Offering, of which $4.1 million was allocated to shares issued and presented as a reduction to share capital.

On March 20, 2024, the Company issued 1.1 million common shares to Waterton at a price of C$1.73 for total gross proceeds of $1.4 million (C$2.0 million) as partial consideration of the contingent value rights payment related to Granite Creek, as further described in Note 8 (a) of these Financial Statements.



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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
On February 20, 2024, the Company completed a non-brokered private placement of common shares. An aggregate of 13.1 million shares were issued by the Company at a price of C$1.80 per common share for aggregate gross proceeds of $17.4 million (C$23.5 million). Certain directors and/or officers of the Company subscribed for C$0.3 million in common shares under the private placement. Transaction costs incurred of $0.4 million are presented as a reduction to share capital.

On February 9, 2024, the Company issued 1.6 million common shares to Waterton at a price of C$1.80 for total gross proceeds of $2.1 million (C$2.9 million) as partial consideration of the contingent value rights payment related to Granite Creek, as further described in Note 8 (a) of these Financial Statements.

On October 16, 2023, the Company issued 6.6 million common shares to Waterton at a price of C$2.057 for total gross proceeds of $10.0 million (C$13.6 million) as partial consideration of the Third Milestone Payment and Fourth Milestone Payment related to the Ruby Hill deferred consideration, as further described in Note 11 (vii) of these Financial Statements.

On August 1, 2023, the Company completed a private placement of common shares led by CIBC Capital Markets on behalf of a syndicate of underwriters. An aggregate of 13.6 million shares were issued by the Company at a price of C$2.70 per common share for aggregate gross proceeds of $27.7 million (C$36.8 million). Certain directors and/or officers of the Company subscribed for C$0.5 million in common shares and a related party subscribed for C$2.7 million in common shares under the private placement, both of which are related party transactions.

On June 27, 2023, Sprott converted $1.8 million in principal and subject to obtaining approval of the TSX $0.2 million in interest of the Sprott Convertible Loan into 0.8 million common shares of the Company. On July 7, 2023, upon approval of the TSX the Company issued 0.8 million common shares to Sprott.

On May 9, 2023, in connection with the Paycore acquisition the Company issued 5.0 million common shares to Waterton in settlement of the contingent value rights agreement between Paycore and Waterton, as further described in Note 4 of these Financial Statements.

On May 5, 2023, the Company acquired 100% of the issued and outstanding shares of Paycore at the Exchange Ratio issuing 25.5 million common shares to Paycore shareholders, as further described in Note 4 of these Financial Statements.

On January 16, 2023, the Company issued 5.5 million common shares to Waterton at a price of C$3.8945 for total gross proceeds of $16.0 million (C$21.5 million) as partial consideration of the First Milestone Payment and Second Milestone Payment related to the Ruby Hill deferred consideration, as further described in Note 11 (vii) of these Financial Statements.

The Company issued 0.9 million common shares for stock options and warrants exercised during the nine months ended September 30, 2024 (2023 - 0.8 million) and received proceeds of $0.9 million (2023 - $1.9 million).

(c)Share option plan

The Company has a share option plan (the "Plan") which is restricted to directors, officers, key employees and consultants of the Company. The number of common shares subject to options granted under the Plan (and under all other management options and employee stock purchase plans) is limited to 10% in the aggregate and 1% with respect to any one optionee of the number of issued and outstanding common shares of the Company at the date of the grant of the option. Options issued under the Plan may be exercised during a period determined by the Company's Board of Directors which cannot exceed ten years. Vesting periods may range from immediate to five years.



25

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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
(d)Stock options

The continuity of stock options issued and outstanding are as follows:
Options outstanding
#
Weighted average price
C$
Outstanding at December 31, 20227,878,7462.30
Issued in Paycore Acquisition1,727,2001.89
Granted2,088,6873.20
Exercised(526,798)2.59
Expired(16,000)2.91
Forfeited(92,590)2.69
Outstanding at December 31, 202311,059,2452.39
Granted941,3161.74
Exercised(943,600)1.34
Expired(299,843)1.89
Forfeited(63,207)3.21
Outstanding at September 30, 202410,693,9112.43
The weighted average share price at the date of exercise for the nine months ended September 30, 2024 was C$1.85 (2023 - C$3.17).

At September 30, 2024, the following options were outstanding, and outstanding and exercisable:

OutstandingOutstanding and Exercisable
Exercise price
CAD
Options
#
Weighted average exercise price
C$
Weighted average remaining life in yearsOptions
#
Weighted average exercise price
C$
Weighted average remaining life in years
$0.59 - $2.07
3,052,916$1.462.392,671,938$1.422.10
$2.08 - $2.64
2,929,712$2.552.422,929,712$2.552.42
$2.65 - $3.17
2,408,550$2.721.812,408,550$2.721.81
$3.18 - $3.67
2,302,733$3.263.061,847,889$3.272.98
10,693,911$2.432.419,858,089$2.422.29
Total vested stock options at September 30, 2024 were 9,858,089 (December 31, 2023 - 9,081,403) with a weighted average exercise price of C$2.42 (December 31, 2023 - C$2.25).

The Company applies the fair value method of accounting for all share-based compensation awards and accordingly, $0.7 million was recorded for options issued as compensation during the nine months ended September 30, 2024 (2023 - $1.8 million) per the table in (f) share-based payments below. The options had a weighted average grant date fair value of C$1.74 at September 30, 2024. As of September 30, 2024, there were 835,822 unvested stock options (December 31, 2023 - 1,977,842).

For purposes of the options granted, the fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model, with the following assumptions:
September 30,
2024
December 31, 2023
Risk-free interest rate
3.84% to 4.05%
3.47% to 4.03%
Annualized volatility based on historic volatility
52% to 53%
52% to 60%
Expected dividendNilNil
Forfeiture rate
4.1% to 4.2%
0.0% to 4.4%
Expected option life
2 to 3.5 years
2.4 to 3.5 years
(e)Restricted and Deferred Share Unit Plan

The Company adopted the restricted share unit ("RSU") plan to allow the Board of Directors to grant its employees non-transferable share units based on the value of the Company's share price at the date of grant. The awards have a graded vesting schedule over a three-year period. The RSUs are settled in cash or equity at the option of the Company.



26

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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
The Company adopted the DSU plan to grant members of its Board of Directors non-transferable share units based on the value of the Company's share price at the date of grant. The awards have a graded vesting schedule over a three-year period. DSUs must be retained until the Director leaves the Board, at which time the awards will be settled in cash or equity at the option of the Company.

The following table summarizes the continuity of the RSUs and DSUs for the period ended September 30, 2024:

RSUs outstanding #DSUs outstanding #
Outstanding at December 31, 2022465,642175,091
Granted731,543167,374
Settled(464,159)
Forfeited(31,271)
Outstanding at December 31, 2023701,755342,465
Granted3,453,243481,905
Settled(1,093,866)
Forfeited(184,141)
Outstanding at September 30, 20242,876,991824,370

As the RSUs and DSUs are expected to be settled in cash, at September 30, 2024 a current liability of $1.2 million and a long-term liability of $0.2 million was outstanding and included in other liabilities (December 31, 2023 - $0.9 million and $0.2 million, respectively). For the nine months ended September 30, 2024, $1.2 million has been recorded as an expense and included in share-based payments (2023 - $0.7 million). The total fair value of the vested and unvested RSUs and DSUs at September 30, 2024 was C$5.8 million (December 31, 2023 - C$2.4 million).

For purposes of the vesting of the RSUs and DSUs, the fair value of the liability was estimated using the share price of the valuation date and an expected weighted average forfeiture rate of 4% and nil, respectively.

(f)Share-based payments

The following table summarizes share-based payment expense included in the statement of loss during the three and nine months ended September 30, 2024 and 2023:

Three months ended
September 30,
Nine months ended
September 30,
2024202320242023
Stock option$214$352$723$1,793
RSUs and DSUs580(108)1,212662
Total$794$244$1,935$2,455
13.BASIC AND DILUTED LOSS PER SHARE

Basic loss per share is calculated based on the weighted average number of common shares and common share equivalents outstanding during the three and nine months ended September 30, 2024, and 2023. Diluted loss per share is based on the assumption that stock options and warrants that have an exercise price less than the average market price of the Company's common shares during the period have been exercised on the later of the beginning of the year and the date granted. Net loss and basic weighted average shares outstanding are reconciled to diluted loss and diluted weighted average shares outstanding, respectively, as follows:

Three months ended
September 30,
Nine months ended
September 30,
2024202320242023
Loss for the period$(38,061)$(4,199)$(90,606)$(33,278)
Basic and diluted weighted average shares outstanding386,474,070 287,128,970 350,581,065 266,207,340 
Basic and diluted loss per share$(0.10)$(0.01)$(0.26)$(0.13)

Stock options of 10,693,911 (Note 12 (d)) and warrants of 48,185,249 (Note 11 (i)) were excluded from the computation of diluted weighted average shares outstanding for the three and nine months ended September 30, 2024 (2023 - 11,101,241 and 24,716,409, respectively) as their effect would be anti-dilutive.


27

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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)

14.SUPPLEMENTAL CASH FLOW INFORMATION

(i) The following table summarizes the changes in non-cash working capital balances:
Three months ended
September 30,
Nine months ended
September 30,
2024202320242023
Receivables$1,374 $849 $1,976 $(74)
Prepaids and deposits 1,347 (242)12 
Inventory(2,649)(949)(4,469)(5,558)
Accounts payable and accrued liabilities(819)293 (9,273)4,157 
(Decrease) increase in working capital$(2,094)$1,540 $(12,008)$(1,463)
(ii) The following table summarizes non-cash items included in other (expense) income:
Three months ended
September 30,
Nine months ended
September 30,
2024202320242023
(Loss) gain on warrants valuation$(3,587)$7,357 $687 $17,532 
(Loss) gain on Convertible Loans derivative valuation(721)13,574 8,424 24,037 
Gain on Convertible Debenture derivative valuation —  900 
Loss on deferred consideration (357) (1,135)
Gain on investments —  997 
(Loss) gain on sales from Gold Prepay Agreement(2,914)284 (3,975)546 
(Loss) gain on Gold Prepay derivative valuation(2,998)2,190 (7,913)(63)
(Loss) gain on Silver Purchase derivative valuation(1,276)822 (6,579)1,274 
Loss on Gold Prepay Agreement modification (1,831)(667)(1,831)
Loss on Silver Purchase Agreement modification — (440)— 
Other6 (1,100)203 (601)
Total non-cash items included in other (expense) income$(11,490)$20,939 $(10,260)$41,656 
15.EXPLORATION, EVALUATION AND PRE-DEVELOPMENT

(i) The following table summarizes the Company's exploration, evaluation and pre-development expenditures by property:
Three months ended
September 30,
Nine months ended
September 30,
2024202320242023
Granite Creek, Nevada$1,651 $1,777 $4,072 $2,184 
Ruby Hill, Nevada354 3,484 986 15,024 
McCoy-Cove, Nevada3,984 3,184 8,512 10,241 
Buffalo Mountain, Nevada15 — 48 — 
FAD, Nevada15 1,538 238 2,282 
Other 31 11 357 
Total exploration, evaluation and pre-development$6,019 $10,014 $13,867 $30,088 
(ii) The following table summarizes the Company's exploration, evaluation and pre-development expenditures by activity:
Three months ended
September 30,
Nine months ended
September 30,
2024202320242023
Drilling$3,722 $5,796 $7,042 $18,817 
Assays376 506 236 1,824 
Salaries and benefits384 424 1,235 1,119 
Field support299 1,012 1,372 2,695 
Operating supplies117 263 496 664 
Studies and permits181 1,055 648 2,074 
Consulting and professional fees672 793 1,970 2,479 
Claim filing and maintenance fees92 136 298 333 
Depreciation & amortization103 29 397 83 
Insurance73 — 173 — 
Total exploration, evaluation and pre-development$6,019 $10,014 $13,867 $30,088 


28

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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
16.GENERAL AND ADMINISTRATIVE
Three months ended
September 30,
Nine months ended
September 30,
2024202320242023
Salaries and benefits$2,564 $2,306 $7,375 $6,962 
Corporate administration1,312 1,076 4,752 4,504 
Professional fees678 754 3,012 2,258 
Total general and administrative$4,554 $4,136 $15,139 $13,724 
17.OTHER (EXPENSE) INCOME
Three months ended
September 30,
Nine months ended
September 30,
2024202320242023
(Loss) gain on warrants valuation
$(3,587)$7,357 $687 $17,532 
(Loss) gain on Convertible Loans derivative valuation
(721)13,574 8,424 24,037 
Gain on Convertible Debenture derivative valuation
 —  900 
Loss on deferred consideration
 (357) (1,135)
Gain (loss) on foreign exchange
293 (77)673 (32)
Gain on investments
 —  997 
(Loss) gain on sales from Gold Prepay Agreement
(2,914)284 (3,975)546 
(Loss) gain on Gold Prepay derivative valuation
(2,998)2,190 (7,913)(63)
(Loss) gain on Silver Purchase derivative valuation
(1,276)822 (6,579)1,274 
Loss on Gold Prepay Agreement modification
 (1,831)(667)(1,831)
Loss on Silver Purchase Agreement modification
 — (440)— 
Other872 (474)2,693 925 
Total other (expense) income$(10,331)$21,488 $(7,097)$43,150 
18.FINANCE EXPENSE
Three months ended
September 30,
Nine months ended
September 30,
2024202320242023
Interest accretion on Convertible Loans$2,728 $2,303 $7,795 $6,677 
Interest accretion on Gold Prepay Agreement2,413 1,931 7,716 5,897 
Interest accretion on Silver Purchase Agreement697 863 2,376 2,510 
Interest accretion on Convertible Debentures2,454 2,056 7,000 4,780 
Amortization of finance costs341 242 975 633 
Environmental rehabilitation accretion688 720 2,191 2,160 
Interest expense1 18 455 41 
Total finance expense$9,322 $8,133 $28,508 $22,698 


29

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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
19.SEGMENTED INFORMATION

Results of the operating segments are reviewed by the Company's chief operating decision makers ("CODM") to make decisions about resources to be allocated to the segments and to assess their performance. Each CODM is a member of the senior management team who rely on management positioned in each operating segment of the Company.

Operating mine property, development and exploration projects

The Company's operating segments are reported by operating mine properties and exploration and development projects. The results from operations for these reportable segments are summarized in the following tables:

Nine months ended September 30, 2024Nevada Production1Exploration and Development2Corporate and otherTotal
Revenue$27,107 $— $— $27,107 
Cost of sales(42,346)— — (42,346)
Depletion, depreciation and amortization(1,003)— — (1,003)
Exploration, evaluation and pre-development(5,102)(8,765)— (13,867)
General, administrative and other(7,016)(416)(17,460)(24,892)
Other income (expense)
1,468 — (8,565)(7,097)
Finance expense(2,402)(202)(25,904)(28,508)
Loss for the period$(29,294)$(9,383)$(51,929)$(90,606)

Nine months ended September 30, 2023
Nevada Production1
Exploration and Development2
Corporate and otherTotal
Revenue$29,073 $— $— $29,073 
Cost of sales(30,975)— — (30,975)
Depletion, depreciation and amortization(5,589)— — (5,589)
Exploration, evaluation and pre-development(17,524)(12,564)— (30,088)
General, administrative and other(7,199)(406)(16,566)(24,171)
Other (expense) income(1,226)36 44,340 43,150 
Finance expense(1,935)(212)(20,551)(22,698)
(Loss) income before income taxes(35,375)(13,146)7,223 (41,298)
Deferred tax recovery— — 8,020 8,020 
(Loss) income for the period$(35,375)$(13,146)$15,243 $(33,278)

Three months ended September 30, 2024
Nevada Production1
Exploration and Development2
Corporate and otherTotal
Revenue$11,509 $— $— $11,509 
Cost of sales(15,449)— — (15,449)
Depletion, depreciation and amortization(552)— — (552)
Exploration, evaluation and pre-development(2,015)(4,004)— (6,019)
General, administrative and other(2,274)(128)(5,495)(7,897)
Other income (expense)538 (108)(10,761)(10,331)
Finance expense(620)(59)(8,643)(9,322)
Loss for the period$(8,863)$(4,299)$(24,899)$(38,061)
1 Includes Ruby Hill, Lone Tree and Granite Creek
2 McCoy-Cove and FAD


30

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NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Stated in thousands of United States Dollars)
(Unaudited)
Three months ended September 30, 2023
Nevada Production1
Exploration and Development2
Corporate and otherTotal
Revenue$13,215 $— $— $13,215 
Cost of sales(12,244)— — (12,244)
Depletion, depreciation and amortization(1,444)— — (1,444)
Exploration, evaluation and pre-development(5,276)(4,738)— (10,014)
General, administrative and other(2,517)(138)(4,488)(7,143)
Other (expense) income(1,082)22,566 21,488 
Finance expense(651)(71)(7,411)(8,133)
(Loss) income before income taxes(9,999)(4,943)10,667 (4,275)
Deferred tax recovery— — 76 76 
(Loss) income for the period$(9,999)$(4,943)$10,743 $(4,199)