SEC Form SC 13G filed by i-80 Gold Corp.

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Includes 7,520,905 Shares (as defined in Item 2) issuable upon the exercise of certain Warrants (as defined in Item 4).

(1) Includes 7,520,904 Shares issuable upon the exercise of certain Warrants.

(1) Includes 7,520,905 Shares issuable upon the exercise of certain Warrants.

(1) Includes 7,520,905 Shares issuable upon the exercise of certain Warrants.

(1) Includes 7,520,905 Shares issuable upon the exercise of certain Warrants.

(1) Includes 7,520,904 Shares issuable upon the exercise of certain Warrants.

(1) Includes 7,520,904 Shares issuable upon the exercise of certain Warrants.

(1) Includes 15,041,809 Shares issuable upon the exercise of the Warrants.

(1) Includes 15,041,809 Shares issuable upon the exercise of the Warrants.

(1) Includes 15,041,809 Shares issuable upon the exercise of the Warrants.

(1) Includes 15,041,809 Shares issuable upon the exercise of the Warrants.

(1) Includes 15,041,809 Shares issuable upon the exercise of the Warrants.

(1) Includes 15,041,809 Shares issuable upon the exercise of the Warrants.

i-80 Gold Corp., a Canadian corporation organized under the laws of British Columbia (the “Issuer”).

55190 Neil Road

Suite 460

Reno, Nevada 89502

Waterton Nevada Splitter, LLC (“Waterton Nevada”)

200 Vassar Street, PO Box 11340

Reno, Nevada 89510

Citizenship: Nevada

Waterton Nevada Splitter II, LLC (“Waterton Nevada II”)

200 Vassar Street, PO Box 11340

Reno, Nevada 89510

Citizenship: Nevada

Waterton Precious Metals Fund II Cayman, LP (“Waterton Fund II”)

Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

Waterton Global Resource Management, LP (“WGRM LP”)

Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

Waterton Global Resource Management Cayman Corp. (“WGRM Corp.”)

Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

Waterton Mining Parallel Fund Onshore Master, LP (“Waterton Onshore”)

Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

Waterton Mining Parallel Fund GP Corp. (“Waterton Parallel GP”)

Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

Waterton Global Resource Management, Inc. (“WGRM Inc.”)

c/o Commerce Court West

199 Bay Street, Suite 5050

Toronto, ON M5L 1E2

Citizenship: Canada

Cheryl Brandon

c/o Commerce Court West

199 Bay Street, Suite 5050

Toronto, ON M5L 1E2

Citizenship: Canada

Isser Elishis

c/o Commerce Court West

199 Bay Street, Suite 5050

Toronto, ON M5L 1E2

Citizenship: United States

Kalman Schoor

c/o Commerce Court West

199 Bay Street, Suite 5050

Toronto, ON M5L 1E2

Citizenship: United States

Kanwaljit Toor

c/o Commerce Court West

199 Bay Street, Suite 5050

Toronto, ON M5L 1E2

Citizenship: Canada

Richard J. Wells

c/o Commerce Court West

199 Bay Street, Suite 5050

Toronto, ON M5L 1E2

Citizenship: Canada

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Common Shares, no par value (the “Shares”).

44955L106

As of the close of business on the date hereof, the Reporting Persons beneficially owned, in the aggregate, 26,219,881 Shares (inclusive of 15,041,809 Shares issuable upon the exercise of certain warrants (the “Warrants”) to purchase Shares beneficially owned in the aggregate by Waterton Nevada and Waterton Nevada II).

Waterton Nevada directly beneficially owned 13,109,940 Shares, including 7,520,905 Shares underlying certain Warrants held by it; and (ii) Waterton Nevada II directly beneficially owned 13,109,941 Shares, including 7,520,904 Shares underlying certain Warrants held by it.

Waterton Fund II, as the holder of a majority of the outstanding membership interests of Waterton Nevada, may be deemed to beneficially own the 13,109,940 Shares directly beneficially owned by Waterton Nevada. WGRM LP, as the general partner of Waterton Fund II, may be deemed to beneficially own the 13,109,940 Shares directly beneficially owned by Waterton Nevada. WGRM Corp., as the general partner of WGRM LP, may be deemed to beneficially own the 13,109,940 Shares directly beneficially owned by Waterton Nevada. In addition, Mr. Elishis is the sole manager of Waterton Nevada, and may be deemed to beneficially own the 13,109,940 Shares directly beneficially owned by Waterton Nevada.

Waterton Onshore, as the holder of a majority of the outstanding membership interests of Waterton Nevada II, may be deemed to beneficially own the 13,109,941 Shares directly beneficially owned by Waterton Nevada II. Waterton Parallel GP, as the general partner of Waterton Onshore, may be deemed to beneficially own the 13,109,941 Shares directly beneficially owned by Waterton Nevada II. In addition, Mr. Wells is the sole manager of Waterton Nevada II, and may be deemed to beneficially own the 13,109,941 Shares directly beneficially owned by Waterton Nevada II.

WGRM Inc., as the investment advisor to each of Waterton Nevada and Waterton Nevada II, may be deemed to beneficially own the 26,219,881 Shares directly beneficially owned in the aggregate by Waterton Nevada and Waterton Nevada II. Each of Messrs. Elishis, Schoor, Toor and Wells and Ms. Brandon, as senior executives of WGRM Inc., may be deemed to beneficially own the 26,219,881 Shares directly beneficially owned in the aggregate by Waterton Nevada and Waterton Nevada II.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. Each of Waterton Fund II, WGRM LP and WGRM Corp. disclaims beneficial ownership of the Shares directly beneficially owned by Waterton Nevada. Each of Waterton Onshore and Waterton Parallel GP disclaims beneficial ownership of the Shares directly beneficially owned by Waterton Nevada II. Each of WGRM Inc., and Messrs. Elishis, Schoor, Toor and Wells and Ms. Brandon disclaims beneficial ownership of the Shares directly beneficially owned by Waterton Nevada and Waterton Nevada II, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based upon a denominator that is the sum of (i) 246,784,094 Shares outstanding as of March 31, 2023, which is the total number of Shares outstanding as reported in Exhibit 99.2 to the Issuer’s Current Report on Form 6-K filed with the Securities and Exchange Commission on May 8, 2023, (ii) 5,016,991 Shares in the aggregate issued to Waterton Nevada and Waterton Nevada II pursuant to the Amendment to Contingent Value Rights Agreement, dated February 26, 2023, by and among the Issuer, Paycore Minerals Inc. (“Paycore”), Waterton Nevada and Waterton Nevada II, (iii) 27,009,200 Shares issued in connection with the Issuer’s acquisition of Paycore pursuant to the statutory plan of arrangement, which was consummated on May 8, 2023, and (iii) certain or all of 15,041,809 Shares issuable upon the exercise of the Warrants, as applicable.

As of the close of business on the date hereof, (i) each of Waterton Nevada and Waterton Nevada II beneficially owned approximately 4.6% of the outstanding Shares, (ii) each of Waterton Fund II, WGRM LP, WGRM Corp., Waterton Onshore and Waterton Parallel GP may be deemed to beneficially own approximately 4.6% of the outstanding Shares, and (iii) each of WGRM Inc. and Messrs. Elishis, Schoor, Toor and Wells and Ms. Brandon may be deemed to beneficially own approximately 8.9% of the outstanding Shares.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not Applicable.

Not Applicable.

Not Applicable.

See Exhibit 99.1.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above 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.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 18, 2023