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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)
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i-80 Gold Corp. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
44955L106 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 44955L106 |
| 1 | Names of Reporting Persons
ORION RESOURCE PARTNERS (USA) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
70,589,069.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
i-80 Gold Corp. | |
| (b) | Address of issuer's principal executive offices:
150 York Street, Suite 1802, Toronto, Ontario, Canada, M5H 3S5 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is filed on behalf of Orion Resource Partners (USA) LP (the "Reporting Person"). The Reporting Person serves as investment advisor to each of Orion Mine Finance Fund II, LP, a Bermuda exempted limited partnership ("Fund II"), and Orion Mine Finance Fund III LP, a limited partnership existing under the laws of the Cayman Islands ("Fund III"). Based on the relationships described herein, the Reporting Person may be deemed to have voting and investment control over the Common Shares reported herein. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of the Reporting Person is 1045 Avenue of the Americas, New York, NY 10018. | |
| (c) | Citizenship:
The Reporting Person is a Delaware limited partnership. | |
| (d) | Title of class of securities:
Common Shares, no par value | |
| (e) | CUSIP No.:
44955L106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of September 30, 2025, the Reporting Person may be deemed the beneficial owner of 70,589,069 Common Shares. This amount includes (i) 7,832,577 Common Shares held directly by Fund II; (ii) 9,543,974 Common Shares held directly by Fund III; and (iii) 16,808,788 Common Shares the Reporting Person has the right to acquire upon exercise of warrants ("Warrants") and 36,403,730 Common Shares the Reporting Person has the right to acquire upon conversion of $50,000,000 in principal, plus accrued interest, of a convertible loan (the "Convertible Loan"), subject to the Blocker (as defined herein). The Issuer shall not issue any Common Shares pursuant to the terms of the Warrants and Convertible Loan to the extent that any such issuance would result in the Reporting Person and its affiliates, if acting as a group and required to aggregate their beneficial ownership of Common Shares pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), owning more than 9.99% of the issued and outstanding Common Shares immediately after giving effect to such issuance, subject to a potential increase to a 19.99% cap provided that any increase will not be effective until at least 60 days after the Reporting Person delivers notice of such increase to the Issuer (the "Blocker"). | |
| (b) | Percent of class:
As of September 30, 2025, the Reporting Person may be deemed the beneficial owner of approximately 8.1% of the Common Shares outstanding. This percentage is based on the sum of (i) 816,574,472 Common Shares outstanding as of September 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025, and (ii) 53,212,518 Common Shares the Reporting Person has the right to acquire upon exercise of Warrants or conversion of the Convertible Loan, subject to the Blocker, which have been added to the total Common Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
70,589,069 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
70,589,069 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The responses to Items 2 and 4 are incorporated by reference herein. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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