i-80 Gold Corp.

As used in this Form 10-K, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined and used in accordance with S-K 1300. Except as set forth in the Item 2, all determinations of mineral resources and mineral reserves have been prepared by qualified persons who are not affiliated with the Company. Under S-K 1300, mineral resources may not be classified as “mineral reserves” unless the determination has been made by a qualified person that the mineral resources can be the basis of an economically viable project. Mineral resources are not mineral reserves and do not meet the threshold for mineral reserve modifying factors, such as estimated economic viability, that would allow for conversion to mineral reserves. There is no certainty that any part of the mineral resources estimated will be converted into mineral reserves.

Except for that portion of mineral resources classified as mineral reserves, mineral resources have not demonstrated economic value. Inferred mineral resources are estimates based on limited geological evidence and sampling and have too high of a degree of uncertainty to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. At this time, no mineral reserves have been determined for any of the Company's properties. Estimates of inferred mineral resources may not be converted to a mineral reserve. It cannot be assumed that all or any part of an inferred mineral resource will be upgraded to a higher category. A significant amount of exploration must be completed to determine whether an inferred mineral resource may be upgraded to a higher category. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource can be the basis of an economically viable project, or that it will be upgraded to a higher category.

The subsections below describe the property locations, overviews and mineral resource and mineral reserve estimates. Our material projects, as determined pursuant to S-K 1300, are the Cove Project, the Granite Creek Project, the Lone Tree Project, and the Ruby Hill Project. All of our projects are located in the State of Nevada. Further information about these properties can be found in the technical report summaries for each material project filed as exhibits to this Form 10-K as well as under the individual project descriptions below. In addition to our material projects, we also hold the FAD Project, Tabor Project and Argenta Property. All of our projects are considered exploration stage projects because the Company has not determined that mineral reserves at any of its properties pursuant to S-K 1300. With respect to Ruby Hill, Lone Tree, and Granite Creek, the Company has started extraction activities without determining mineral reserves.

Except as otherwise stated, the scientific and technical information relating to the Cove Project contained in this Form 10-K is derived from the S-K 1300 report for the Cove Project titled “S-K1300 Initial Assessment & Technical Report Summary for the Cove Project, Lander County, Nevada” effective December 31, 2024 prepared by Practical Mining LLC., TR Raponi Consulting Ltd. and Montgomery & Associates, none of whom are affiliated with the Company. The Company has also caused to be prepared the NI 43-101 technical report for the Cove Project titled “NI 43-101 Preliminary Economic Assessment for the Cove Project, Lander County, Nevada” with an effective date of December 31, 2024 which was prepared by Practical Mining LLC and TR Raponi Consulting LTD.

Except as otherwise stated, the scientific and technical information relating to the Granite Creek Project contained in this Form 10-K is derived from the S-K 1300 report for the Granite Creek Complex titled “Initial Assessment of the Granite Creek Mine, Humboldt County, NV” effective December 31, 2024 prepared by Practical Mining LLC., TR Raponi Consulting Ltd. and Global Resource Engineering, none of whom are affiliated with the Company. The Company has also caused to be prepared the NI 43-101 technical report for the Granite Creek titled “Preliminary Economic Assessment NI 43-101 Technical Report, Granite Creek Mine Project, Humboldt County, Nevada, USA” with an effective date of December 31, 2024 which was prepared by Global Resource Engineering, Ltd. and Practical Mining, LLC.

Except as otherwise stated, the scientific and technical information relating to the Lone Tree Project contained in this Form 10-K is derived from the S-K 1300 report for the Lone Tree Project titled “S-K 1300 Technical Report Summary on the Mineral Resource Estimates for the Lone Tree Deposit, Nevada” effective December 31, 2024 prepared by GeoGlobal LLC, Abani R. Samal, RM-SME, Brian Arthur, RM-SME and Paul Gates. PE, none of whom are affiliated with the Company. The Company has also caused to be prepared the NI 43-101 technical report for the Lone Tree Project titled “Technical Report on the Mineral Resource Estimates for the Lone Tree Deposit, Nevada” with an effective date of December 31, 2024 which was prepared by GeoGlobal LLC.

• The Company is dependent on a small number of key employees. The loss of one or more of these key employees, if not replaced, could have a material adverse effect on the Company's business, results of operations and financial condition.
• Failure to retain directors and senior management could have material adverse effect on the Company and its prospects.
• The Company relies on third parties for important relationships and services. Any loss of one or more of these key business alliances or contracts could adversely impact the Company and its business, operating results and prospects.
• The Company's financial statements may not reflect what the Company's financial position, results of operations or cash flows will be in the future.
• There can be no assurance that the Company's title to mineral projects will be secured or that it will not be affected by an unknown title defect.
• The Company's activities are subject to extensive governmental regulation. The costs and delays associated with obtaining necessary licenses and permits from governmental bodies could stop or materially delay or restrict the Company from proceeding with the development of an exploration project, which in turn could have a material adverse effect on its business.
• Public Health Risks
• Interference in the maintenance or provision of the Company's infrastructure could adversely affect the Company's operations, financial condition and results of operations.
• Labor difficulties might result in the Company not meeting its business objectives.
• Failure to maintain or obtain permits and licenses could cause increases in exploration expenses, capital and operating expenditures or require abandonment or delays in development or exploitation of mining properties.
• The Company's operations are subject to extensive environmental regulation and non-compliance with any laws could result in enforcement actions and cause operations to cease or be curtailed or lead to significant financial exposure.
• The Company is subject to land reclamation requirements. If the Company is required to carry out unanticipated reclamation work, its financial position could be adversely affected.
• If the Company is not able to arrange for, or continue to obtain, surety bonds in favor of government agencies, it could adversely affect the Company's business, financial condition and results of operations.
• There are significant hazards associated with mining activities, some of which may not be fully covered by insurance. The Company might become subject to liability for hazards which it may not be insured against and could incur significant costs from the losses arising out of such events.
• Existing or future competition in the mining industry could materially adversely affect the Company's prospects for mineral exploration and success in the future.
• The Company may fail to select appropriate acquisition targets and may not be able to integrate any acquired businesses and their workforce into the Company.
• There may be undisclosed risks and liabilities relating to the Company's acquisitions.
• The anticipated benefits of the Company's Acquisitions may not be realized.
• The Company's directors and officers may be subject to conflicts of interest in their capacities as directors and officers of other public resource companies.
• The Company is subject to the ESTMA, and any non-compliance thereof could lead to significant fines and sanctions.
• The Company's success depends on developing and maintaining relationships with local communities and other stakeholders, which cannot be guaranteed.
• The Company may become subject to disputes with third parties and an inability to resolve these disputes favorably could have a material adverse impact on the Company's business and financial condition.
• Damage to the Company's image and reputation may lead to decreased investor confidence and impede the Company's ability to advance its projects.
• Climate change could have a material adverse impact on the Company's business and results of operations.
• The Company may not be able to access the resources and materials it needs to advance its exploration programs.
• The Company's mineral properties or mineral projects may be subject to various land payments and any failure by the Company to satisfy such payments could result in the loss of property interests.
• Geological, hydrological, and climatic events could have a material adverse effect on the Company.
• Rising inflation could lead to increased costs.
• Trade Wars could lead to increased costs.
• Securities analysts or other third parties may publish inaccurate or unfavorable research reports.
• Internal control over financial reporting and disclosure controls and procedures cannot provide complete assurance of error-free reporting.
• International conflict and other geopolitical tensions or events, such as the current Russia-Ukraine conflict, may have an adverse effect on the Company's business, financial condition and results of operations.
• Risks Relating to the Common Shares Generally
• No guarantee of positive return on investment.
• There is no certainty that an active trading market for the Common Shares will develop or be sustained.
• Common Shares may be subject to significant price and volume fluctuations.
• The Company may need to sell additional Common Shares to finance its operations and such future sales may dilute shareholders' equity position in the Company.
• Sales by existing shareholders in the public market could reduce the price of the Common Shares and impair the Company's ability to raise additional capital.
• The Company's dual listing may increase the volatility of the Common Shares.
• A decline in the price of Common Shares could impede the Company's ability to raise additional capital to finance its operations and may materially adversely affect its business plan and ability to meet obligations as they become due.
• The Company has no history of earnings and has no current plans to pay dividends in the foreseeable future.
• Forward-looking statements are based on assumptions and the actual results of the Company may differ materially from those suggested by the forward-looking statements.
• The Company relies upon certain accommodations available to it as an "emerging growth company".
• Enforcement of Civil Liabilities in the United States
• A failure or breach of the Company's network systems could corrupt the Company's financial or operational data and may have a material adverse impact on the Company's reputation and results of operations.
• Information technology failures or cyber security incidents could adversely affect the reputation, operations or financial performance of the Company.
• If we were to become a “passive foreign investment company” during a U.S. taxpayer’s holding period, certain adverse U.S. federal income tax consequences may result for such U.S. taxpayer.