{"url_path":"/sec/iaux/8-k/2026-06-26/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/1853962/0001193125-26-283989-index.html","accession_number":"0001193125-26-283989","cik":"0001853962","ticker":"IAUX","issuer_name":"i-80 Gold Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1853962/0001193125-26-283989-index.html","primary_entity_key":"0001853962","primary_entity_name":"i-80 Gold Corp."},"word_count":359,"has_tables":true,"body_markdown":"Item 8.01\n\nOther Events.\n\ni-80 Gold Corp. (the “Company”) and its subsidiaries are parties to that certain pursuant to the Amended and Restated Offtake Agreement dated August 23, 2023 (the “2023 Offtake Agreement”) and TRR Offtakes LLC, as the original purchaser and purchasers’ agent thereunder. The 2023 Offtake Agreement was later assigned by TRR Offtakes LLC to Vox Royalty Cayman SEZC (“Vox Cayman”). Pursuant to the 2023 Offtake Agreement, the Company and its subsidiaries are obligated to sell and deliver up to 40,000 ounces of refined gold per calendar year. The Company and Vox Cayman have determined to terminate the 2023 Offtake Agreement.\n\nOn June 25, 2026, the Company entered into an Offtake Termination and Settlement Agreement (the “Settlement Agreement”) with Vox Cayman and Vox Royalty Corp., the parent company of Vox Cayman (the “Parent”).\n\nPursuant to the Settlement Agreement, the Company has agreed to issue 3,453,237 common shares (the “Offering”) to the Parent, as nominee of Vox Cayman, as consideration for the termination of Amended and Restated Offtake Agreement dated August 23, 2023 (the “2023 Offtake Agreement”). The 3,453,237 common shares have an aggregate value equal to $4,800,000 (the “Settlement Amount”). The Company will file a prospectus supplement to its registration statement on Form S-3 (File No. 333- 286531) and Form S-3MEF (File No. 333-287243) in connection with the Offering.\n\nThe foregoing description of the Settlement Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference. The opinion of Stikeman Elliott LLP, the Company’s counsel, regarding the legality of the Common Shares that may be issued pursuant to the Settlement Agreement is also filed herewith as Exhibit 5.1.\n\nThis Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Shares discussed herein, nor shall there be any offer, solicitation, or sale of the Common Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state."}