First Step in the Second Phase of
Recapitalization Plan
RENO,
Nev., Jan. 13, 2025 /CNW/ - i-80 GOLD
CORP. (TSX: IAU) (NYSE American: IAUX) ("i-80 Gold", or
the "Company") announces that it has reached an
agreement (the "Agreement") with certain convertible
debenture holders (the "Investors") to implement proposed
amendments to the terms of its convertible debentures, which are
expected to assist in the second phase of the Company's
recapitalization plan.
On February 22, 2023, the Company
closed a private placement offering of $65
million principal amount of secured convertible debentures
(the "Convertible Debentures") pursuant to an indenture
agreement (the "Indenture") among the Company and the
Trustee, the TSX Trust Company (see press release dated
February 22, 2023).
On October 15, 2024, debenture
holders representing approximately 66 2/3% of the principal amount
of the Convertible Debentures appointed, by written resolution, a
committee of the debenture holders (the "Committee"), to
exercise, and to direct the Trustee to exercise, on behalf of the
debenture holders, the powers of the debenture holders set out in
the Indenture.
Pursuant to the Agreement, the Company and the Investors have
agreed on a series of amendments to address certain requests of
debenture holders, as well as to address a Company request to
facilitate its previously disclosed recapitalization plan which it
anticipates completing by the end of the first quarter of
2025. The Company and the Investors have agreed to submit to
the Committee, for approval, three separate amendments to the
Indenture.
The first amendment involves changing the conversion price
applicable to the noteholders' conversion of outstanding and
accrued interest on the Convertible Debentures to equal the volume
weighted average price of i-80 Gold common shares on the Toronto
Stock Exchange ("TSX") during the five trading days
immediately preceding the date the Convertible Debenture holders
make such election, less a discount of 15%, converted into US
dollars. Additionally, corresponding changes will be made to the
provisions relating to the right of the Company to elect to convert
the interest payable under the Convertible Debentures into common
shares, including updating the conversion price to reflect a 15%
discount to market price.
The second amendment removes the Company's right to grant
security on a pari-passu basis against McCoy-Cove, leaving
Convertible Debenture holders as senior secured on McCoy-Cove with
any additional debt subordinated.
The third amendment provides for a new redemption right of the
Convertible Debentures, allowing the Company to redeem them for
cash at its election at a 104% premium of the outstanding
principal, along with accrued interest up to the redemption date.
This amendment provides the Company with greater flexibility as it
works towards the execution of its recapitalization plan. The
Agreement also included a waiver of an event of default under the
Indenture relating to a forward-looking minimum cash requirement
included in the Orion Gold Prepay and Silver Stream agreements,
which was waived and amended by Orion on December 31st, 2024, in accordance
with the terms described in the Company press release of that day.
The Committee's waiver is conditioned upon the amendments described
herein being implemented by February
28, 2025.
The amendments to the Indenture remain subject to receipt of the
approval of the Committee, the TSX and the NYSE American, as
applicable. Additionally, pursuant to the terms of the Indenture, a
supplemental indenture to the Indenture will be entered into by the
Company and the Trustee to reflect the proposed amendments.
"We are pleased to announce these amendments with debenture
holders' representatives. This agreement is a win-win for both
parties, as debenture holders were seeking adjustments to the
existing conversion option and security position and i-80 Gold was
pursuing greater flexibility in executing on its recapitalization
plan. On December 31, 2024, i-80 Gold
announced the completion of the first phase of its recapitalization
plan with the deferral of its gold and silver deliveries. Today's
announcement marks the first step in the second phase of our plan
to recapitalize the Company and unlock the value of our high-grade
gold projects in Nevada", said
Ryan Snow, CFO of i-80 Gold.
ABOUT i-80 GOLD CORP.
i-80 Gold Corp. is a Nevada-focused mining company with the third
largest gold mineral resources in the state of Nevada. The recapitalization plan underway is
designed to unlock the value of the Company's high-grade gold
deposits to create a Nevada
mid-tier gold producer. i-80 Gold's common shares are listed on the
TSX and the NYSE American under the trading symbol IAU:TSX and
IAUX:NYSE. Further information about i-80 Gold's portfolio of
assets and long-term growth strategy is available at
www.i80gold.com or by email at info@i80gold.com.
FORWARD LOOKING INFORMATION
Certain statements in this release constitute "forward-looking
statements" or "forward-looking information" within the meaning of
applicable securities laws, including but not limited to, timing
and ability to obtain required approval of the Committee, TSX and
NYSE American, as well as the expected timing, completion and
success of the Company's recapitalization plan including its
ability to complete the restructuring of the existing debt and
provide sufficient capital to develop the Company's assets, as well
as the Company's ability to develop, operate and produce high grade
gold from its current projects in the future. Such statements can
be identified by the use of words such as "may", "would", "could",
"will", "intend", "expect", "believe", "plan", "anticipate",
"estimate", "scheduled", "forecast", "predict" and other similar
terminology, or state that certain actions, events or results
"may", "could", "would", "might" or "will" be taken, occur or be
achieved. These statements reflect the Company's current
expectations regarding future events, performance and results and
speak only as of the date of this release.
Forward-looking statements and information involve significant
risks and uncertainties, should not be read as guarantees of future
performance or results and will not necessarily be accurate
indicators of whether or not such results will be achieved. A
number of factors could cause actual results to differ materially
from the results discussed in the forward-looking statements or
information, including, but not limited to: material adverse
changes, unexpected changes in laws, rules or regulations, or their
enforcement by applicable authorities; the failure of parties to
contracts with the company to perform as agreed; social or labor
unrest; changes in commodity prices; and the failure of exploration
programs or studies to deliver anticipated results or results that
would justify and support continued exploration, studies,
development or operations. For a more detailed discussion of such
risks and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking
statements, refer to i-80's filings with Canadian securities
regulators, including the most recent Annual Information Form,
available on SEDAR+ at www.sedarplus.ca.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/i-80-announces-proposed-amendments-to-its-convertible-debentures-302348918.html
SOURCE i-80 Gold Corp