As filed with the Securities and Exchange Commission on May 13, 2025
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
i-80 GOLD CORP.
(Exact name of registrant as specified in its charter)
| British Columbia | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
5190 Neil Road, Suite 460
Reno, Nevada
United States, 89502
(775) 525-6450
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)
Corporation Service Company
19 West 44th Street, Suite 200
New York, NY 10036
(800) 927-9801
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Kimberley R. Anderson Dorsey & Whitney LLP 701 5th Avenue, Suite 6100 Seattle, Washington 98104 (206) 903-8800 |
Ryan Snow 5190 Neil Road Suite 460 Reno, NV 89502 (775) 525-6451 |
From time to time after the effective date of this Registration Statement
(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-286531
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement is being filed by i-80 Gold Corp. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the Registration Statement on Form S-3 (File No. 333-286531) (the “Prior Registration Statement”), declared effective on May 7, 2025 by the Commission.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate amount of securities offered by the Registrant by a proposed additional aggregate offering price of $50,000,000. The additional amount being registered does not exceed 20% of the proposed maximum aggregate offering price of securities remaining available for issuance under the Prior Registration Statement. The Registrant hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Prior Registration Statement, including each of the documents filed by the Registrant with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto. The required opinion and consents are listed on the Exhibit Index included herein, and are filed with this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Reno, Nevada, on this 13th day of May, 2025.
| i-80 GOLD CORP. | ||||
| By: | /s/ Ryan Snow | |||
| Name: | Ryan Snow | |||
| Title: | Chief Financial Officer | |||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Richard Young |
Chief Executive Officer & Director | May 13, 2025 | ||
| Richard Young | (Principal Executive Officer) | |||
| /s/ Ryan Snow |
Chief Financial Officer (Principal Financial | May 13, 2025 | ||
| Ryan Snow | Officer and Principal Accounting Officer) | |||
| /s/ Ron Clayton |
Chairman of the Board of Directors | May 13, 2025 | ||
| Ron Clayton | ||||
| /s/ Eva Bellissimo |
Director | May 13, 2025 | ||
| Eva Bellissimo | ||||
| /s/ John Seaman |
Director | May 13, 2025 | ||
| John Seaman | ||||
| /s/ John Begeman |
Director and Authorized U.S. Representative | May 13, 2025 | ||
| John Begeman | ||||
| /s/ Arthur Einav |
Director | May 13, 2025 | ||
| Arthur Einav | ||||
| /s/ Christina McCarthy |
Director | May 13, 2025 | ||
| Christina McCarthy | ||||
| /s/ Cassandra Joseph |
Director | May 13, 2025 | ||
| Cassandra Joseph | ||||
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