Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
14 Novembre 2024 - 8:56PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under the Securities
Exchange Act of 1934
(Amendment No.
3)*
i-80
Gold Corp. |
(Name
of Issuer) |
Common
Shares, no par value |
(Title
of Class of Securities) |
September
30, 2024 |
(Date
of Event Which Requires Filing of this Statement) |
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
_______________
*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 the disclosures provided in a prior cover page.
The
information required in 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) |
NAME OF REPORTING
PERSONS |
|
|
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
Sprott Inc. |
|
|
|
|
(2) |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
|
|
(b) [X] |
|
|
|
(3) |
SEC USE ONLY |
|
|
|
|
|
|
|
(4) |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
|
|
Toronto, Ontario |
|
|
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
(5) |
SOLE VOTING POWER |
|
|
0 |
|
|
|
|
(6) |
SHARED VOTING POWER |
|
|
23,951,673 |
|
|
|
|
(7) |
SOLE DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
(8) |
SHARED DISPOSITIVE POWER |
|
|
23,951,673 |
|
|
|
|
(9) |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
23,951,673 |
|
|
|
|
(10) |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
[_] |
|
|
|
(11) |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) |
|
|
6.4% |
|
|
|
|
(12) |
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) |
|
|
CO |
|
(1) |
NAME OF REPORTING
PERSONS |
|
|
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
Sprott Asset Management
USA Inc. |
|
|
|
|
(2) |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
|
|
(b) [X] |
|
|
|
(3) |
SEC USE ONLY |
|
|
|
|
|
|
|
(4) |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
|
|
California, United
States
|
|
|
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
(5) |
SOLE VOTING POWER |
|
|
0 |
|
|
|
|
(6) |
SHARED VOTING POWER |
|
|
19,647,798 |
|
|
|
|
(7) |
SOLE DISPOSITIVE POWER |
|
|
0 |
|
|
|
|
(8) |
SHARED DISPOSITIVE POWER |
|
|
19,647,798 |
|
|
|
|
(9) |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
19,647,798 |
|
|
|
|
(10) |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
[_] |
|
|
|
(11) |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) |
|
|
5.3% |
|
|
|
|
(12) |
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) |
|
|
CO |
|
Item 1. |
(a). |
Name of Issuer: |
|
|
|
|
|
|
|
i-80
Gold Corp. |
|
|
|
|
|
|
(b). |
Address of issuer’s
principal executive offices: |
|
|
|
|
|
|
|
5190 Neil Road,
Suite 110
Reno, NV
89820 |
|
|
|
|
|
Item 2. |
(a). |
Name of person
filing: |
|
|
|
|
|
|
|
Sprott Inc.
Sprott Asset Management
USA Inc. |
|
|
|
|
|
|
(b). |
Address or principal
business office or, if none, residence: |
|
|
|
|
|
|
|
Sprott Inc. –
200 Bay Street, Suite 2600, Toronto, ON M5J 2J1
Sprott Asset Management
USA Inc. – 320 Post Road, Suite 230, Darien CT 06820 |
|
|
|
|
|
|
(c). |
Citizenship: |
|
|
|
|
|
|
|
Sprott Inc. –
Canada
Sprott Asset Management
USA Inc. – United States |
|
|
|
|
|
|
(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). |
|
|
|
|
|
(b) |
[_] |
Bank as defined
in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(c) |
[_] |
Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(d) |
[_] |
Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
|
|
|
|
(e) |
[_] |
An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
|
|
|
(f) |
[_] |
An employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
[X] |
A parent holding
company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
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|
|
|
(h) |
[_] |
A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); |
|
|
|
|
|
(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); |
|
|
|
|
|
(k) |
[_] |
Group, in accordance
with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
|
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|
|
|
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Item 4. |
Ownership. |
|
|
|
Provide the
following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
|
|
|
Sprott Inc.: |
|
(a) |
Amount beneficially
owned: |
|
|
|
|
|
23,951,673 |
|
|
|
|
(b) |
Percent of class: |
|
|
|
|
|
6.4% |
|
|
|
|
(c) |
Number of shares
as to which the person has: |
|
|
|
|
|
(i) |
Sole power to
vote or to direct the vote |
0 |
, |
|
|
|
|
|
|
|
(ii) |
Shared power to vote or
to direct the vote |
23,951,673 |
, |
|
|
|
|
|
|
|
(iii) |
Sole power to dispose or
to direct the disposition of |
0 |
, |
|
|
|
|
|
|
|
(iv) |
Shared power to dispose
or to direct the disposition of |
23,951,673 |
. |
Sprott Asset
Management USA Inc.: |
|
(a) |
Amount beneficially
owned: |
|
|
|
|
|
19,647,798 |
|
|
|
|
(b) |
Percent of class: |
|
|
|
|
|
5.3% |
|
|
|
|
(c) |
Number of shares
as to which the person has: |
|
|
|
|
|
(i) |
Sole power to vote or to
direct the vote |
0 |
, |
|
|
|
|
|
|
|
(ii) |
Shared power to vote or
to direct the vote |
19,647,798 |
, |
|
|
|
|
|
|
|
(iii) |
Sole power to dispose or
to direct the disposition of |
0 |
, |
|
|
|
|
|
|
|
(iv) |
Shared power to dispose
or to direct the disposition of |
19,647,798 |
. |
|
|
|
|
|
|
|
|
Item 5. |
Ownership of
Five Percent or Less of a Class. |
|
|
|
If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ]. |
|
|
|
N/A |
|
|
Item 6. |
Ownership of
More Than Five 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. |
|
|
|
All securities reported in this Schedule 13G are held in accounts managed by subsidiaries
of Sprott Inc., none of which individually owns more than five percent of the class. |
|
|
Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
|
|
If a parent holding company
or control person has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary. |
|
|
|
N/A |
|
|
Item 8. |
Identification and Classification
of Members of the Group. |
|
|
|
If a group has filed this
schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identity of each member of the group. |
|
|
|
N/A |
|
|
Item 9. |
Notice of Dissolution of
Group. |
|
|
|
Notice of dissolution of
a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions
in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item
5. |
|
|
|
N/A |
|
|
Item 10. |
Certification. |
|
|
|
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.
|
November
14, 2024 |
|
(Date) |
|
|
|
|
|
SPROTT
Inc.
|
|
/s/
Thomas Ulrich |
|
By: Thomas Ulrich |
|
Title: Authorized Person |
|
|
|
|
|
SPROTT ASSET MANAGEMENT
USA INC.
|
|
/s/
Thomas Ulrich |
|
By: Thomas Ulrich |
|
Title: Authorized Person |
|
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided,
however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The
undersigned agree that this Amendment No. 3 to Schedule 13G dated November 14, 2024 relating to the Common Shares, no par value, of i-80
Gold Corp. shall be filed on behalf of the undersigned.
|
SPROTT INC.
|
|
/s/
Thomas Ulrich |
|
By: Thomas Ulrich |
|
Title: Authorized Person |
|
|
|
|
|
SPROTT ASSET MANAGEMENT
USA INC.
|
|
/s/
Thomas Ulrich |
|
By: Thomas Ulrich |
|
Title: Authorized Person |
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