Latest news with #ConcurrentPrivatePlacement
Hamilton Spectator
25-07-2025
- Business
- Hamilton Spectator
Stack Capital Group Inc. Announces Upsize to Its Previously Announced Best Efforts Private Placement Now Combined With the Non-Brokered Private Placement for Gross Proceeds of Up to $35,000,000
NOT FOR DISTRIBUTION TO THE UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES TORONTO, July 25, 2025 (GLOBE NEWSWIRE) — Stack Capital Group Inc., (the 'Company') (TSX:STCK & TSX: is pleased to announce that, as a result of strong investor demand, the Company has doubled the size of its previously announced 'best efforts' private placement to up to 1,454,545 units of the Company (the 'Units') and up to $20,000,000 in gross proceeds (the 'LIFE Offering'). After giving effect to the upsize of the LIFE Offering, the Company now expects to raise up to $35,000,000 in total gross proceeds under the combined LIFE Offering and Concurrent Private Placement (as defined herein). Each Unit will be issued at a price of $13.75 per Unit (the 'Offering Price') and will be comprised of one common share (a 'Common Share' and the Common Shares comprising the Units being the 'Unit Shares') and one-quarter of one Common Share purchase warrant of the Company (each whole warrant, a 'Warrant'). Each Warrant shall be exercisable by the holder thereof to acquire one Common Share (a 'Warrant Share') for a period of 24 months following the Closing Date (as hereinafter defined) at an exercise price of $17.00 per Warrant Share, subject to adjustment in certain events. In connection with the upsize of the LIFE Offering, the Company has entered into an amended agreement with Canaccord Genuity Corp., Raymond James Ltd., RBC Capital Markets and TD Securities Inc., to act as co-lead agents and joint bookrunners (collectively, the 'Joint Bookrunners'), for and on behalf of a syndicate of agents (together with the Joint Bookrunners, the 'Agents'). As previously announced, the Company also intends to complete a concurrent non-brokered private placement of up to 1,090,909 Units at the Offering Price to certain investors that have been identified to the Joint Bookrunners, for gross proceeds of up to $15,000,000, or such higher number as determined by the Company in its discretion (the 'Concurrent Private Placement' and, together with the LIFE Offering, the 'Offering'). The terms of the Concurrent Private Placement remain the same and the closing of the LIFE Offering is not conditional upon the closing of the Concurrent Private Placement. In addition, the Company has applied to the Toronto Stock Exchange (the 'TSX') for the listing of the Unit Shares, Warrants and Warrant Shares under the Offering. The LIFE Offering is being made to purchasers resident in all provinces of Canada, except Québec, pursuant to the listed issuer financing exemption from the prospectus requirement available under Part 5A of National Instrument 45-106 – Prospectus Exemptions and Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption of the Canadian Securities Administrators (collectively, the 'LIFE Exemption'). Subject to compliance with the terms of the LIFE Exemption, the Unit Shares and Warrants offered under the LIFE Exemption will not be subject to resale restrictions pursuant to applicable Canadian securities laws. In addition, the Agents may offer the Units for sale on a private placement basis pursuant to available exemptions from the registration or prospectus requirements to investors resident in the United States and certain other jurisdictions outside of Canada and the United States, in each case, as agreed to by the Company and the Joint Bookrunners; provided it is understood that the Company will not be required to register or make any filings (other than reports on sales of securities in the United States and Canada) in such jurisdictions. In connection with the upsize of the LIFE Offering, there is an amended and restated offering document related to this LIFE Offering that can be accessed under the Company's profile at and on the Company's website at . Prospective investors should read this amended and restated offering document before making an investment decision. All Units issued under the Concurrent Private Placement will be issued in accordance with applicable securities laws pursuant to available exemptions from the prospectus requirements. It is anticipated that all Units issued to investors outside of Canada under the Concurrent Private Placement will be issued pursuant to Ontario Securities Commission Rule 72-503 - Distributions Outside Canada and will therefore not be subject to resale restrictions pursuant to applicable Canadian securities laws. The net proceeds of the Offering will be used for investments in accordance with the Company's investment principles and general corporate and working capital purposes. The Offering is expected to close on or about August 8, 2025, or such other date or dates as may be agreed to by the Company and the Joint Bookrunners (each such date, a 'Closing Date') and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX. At the closing of the Offering, the Company will pay to the Agents a cash fee equal to 5.0% of the gross proceeds raised in connection with the Offering. The Company anticipates certain insiders of the Company will participate in the Offering. Any participation in the Offering by insiders constitutes a 'related party transaction' as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ('MI 61-101'). However, the Company expects to rely on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 based on the fact neither the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, is expected to exceed 25% of the Company's market capitalization as at the date of this news release. No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of the Company in the United States of America. The Units, Unit Shares, Warrants and Warrant Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the '1933 Act') or any state securities laws and may not be offered, sold or delivered, directly or indirectly, within the United States, its possessions and other areas subject to its jurisdiction or for the account or for the benefit of U.S. Persons (as defined under applicable securities laws) or persons in the United States unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available. About Stack Capital Group Inc. The Company is an investment holding company and its business objective is to invest in equity, debt and/or other securities of growth-to-late-stage private businesses. Through the Company, shareholders have the opportunity to gain exposure to the diversified private investment portfolio; participate in the private market; and have liquidity due to the listing of the Common Shares on the TSX. At the same time, the public structure also allows the Company to focus its efforts on maximizing long-term performance through a portfolio of high growth businesses, which are not widely available to most Canadian investors. SC Partners Ltd. has taken the initiative in creating the Company and acts as the Company's administrator and is responsible to source and advise with respect to all investments for the Company. Forward looking and other cautionary statements Certain information in this news release constitutes forward-looking statements under applicable securities law. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as 'may', 'should', 'anticipate', 'expect', 'intend' and similar expressions. Forward-looking information contained or referred to in this news release includes, but may not be limited to, the details of the Offering, the completion of the Offering, the receipt of all necessary approvals, including the approval of the TSX, the business of the Company and the proposed use of proceeds of the Company. Forward-looking statements are based on assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. The material assumptions supporting these forward-looking statements include, among others, that the Company will receive the necessary approval for the Offering from the TSX, will satisfy the terms of the LIFE Exemption and any other applicable securities exemptions or safe harbours and will satisfy the commercial closing conditions of the Offering. Additional risk factors that may impact the Company or cause actual results and performance to differ from the forward looking statements contained herein are set forth in the Company's most recent annual information form under the heading 'Risk Factors' (a copy of which can be obtained under the Company's profile on ). Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For more information, please visit our website at or contact: Brian Viveiros VP, Corporate Development, and Investor Relations 647.280.3307 brian@
Toronto Star
25-07-2025
- Business
- Toronto Star
Stack Capital Group Inc. Announces Upsize to Its Previously Announced Best Efforts Private Placement Now Combined With the Non-Brokered Private Placement for Gross Proceeds of Up to $35,000,000
NOT FOR DISTRIBUTION TO THE UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES TORONTO, July 25, 2025 (GLOBE NEWSWIRE) — Stack Capital Group Inc., (the 'Company') (TSX:STCK & TSX: is pleased to announce that, as a result of strong investor demand, the Company has doubled the size of its previously announced 'best efforts' private placement to up to 1,454,545 units of the Company (the 'Units') and up to $20,000,000 in gross proceeds (the 'LIFE Offering'). After giving effect to the upsize of the LIFE Offering, the Company now expects to raise up to $35,000,000 in total gross proceeds under the combined LIFE Offering and Concurrent Private Placement (as defined herein).
Yahoo
24-06-2025
- Business
- Yahoo
MEDARO MINING Corp. Announces Letter of Intent with OMEGA GOLD CORP. for Proposed REVERSE TAKEOVER
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES VANCOUVER, BC / / June 24, 2025 / Medaro Mining Corp. (CSE:MEDA)(OTC PINK:MEDAF)(FWB:1ZY) ("Medaro" or the "Company"), is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") with Omega Gold Corp. ("Omega"), an arm's length party, dated June 23, 2025, in respect of a proposed reverse takeover transaction (the "Transaction") of Medaro by Omega. The Transaction is expected to constitute a "Fundamental Change" of Medaro, as such term is defined in the rules and policies of the Canadian Securities Exchange (the "CSE"). Pursuant to the Transaction, Medaro will acquire all of the issued and outstanding securities of Omega on a one for one basis, resulting in a reverse takeover of Medaro. Not including securities to be issued under the Concurrent Private Placement (defined below), based on the number of common shares of Omega currently outstanding, former shareholders of Omega will hold, in the aggregate 137,571,695 common shares of Medaro following the Transaction (the "Resulting Issuer"). About Omega Gold is a private mineral exploration company incorporated under the Business Corporations Act (British Columbia). Omega's principal asset is a 61% ownership interest in the Rio Bravo concessions comprising 6,171 hectares targeting gold mineralization, located approximately 35 kilometres west of Arequipa, Peru (the "Property"). Omega holds the right to earn an additional 38% stake in the Property by spending US$7,925,000 in staged exploration costs, paying US$3,000,000 in vendor cost recoveries and paying administration, security fees and government property payments, as well as the cost of remediation. The underlying Property vendor retains a 2.0% net smelter return royalty, half of which can be purchased at any time prior to production for US$4,500,000. All vendor cost recoveries are convertible at C$1 per share at Omega's election, subject to its shares trading at or above C$1 per share. The Property is accessed by paved and gravel roads and is proximate to a 220kV hydroelectric transmission lines. There is minor overburden in the desert setting with year-round temperatures around 70 degrees F, and is 1,500 - 2,650 meters above sea level. Detailed exploration mapping has outlined on 4.7 sq km of gold targets and a 4,500 linear soil sampling program has detailed gold targets for drilling. 19 drill pads have been permitted. Exploration drilling is planned for commencement this summer. Alan Hitchborn, CEO & Director of Omega, is a qualified person as defined by NI 43-101 and has reviewed the scientific and technical information included in this press release and has approved the disclosure herein. Mr. Hitchborn is independent of Medaro. Transaction MechanicsThe LOI anticipates that the Transaction will be effected by a share exchange, amalgamation, arrangement agreement, or similar structure that will result in Omega becoming a wholly-owned subsidiary of the Company or otherwise combining its corporate existence with that of the Company. The final structure and form of the Transaction remains subject to satisfactory tax, corporate and securities law advice for both the Company and Omega and will be set forth in a definitive agreement (the "Definitive Agreement") to be entered into among the parties, which will replace the LOI. The LOI contemplates that, upon completion of the Transaction, the Resulting Issuer will continue to carry on the business of Omega as currently constituted and the current mineral property interests of Medaro will be spun-out into a newly-formed company to be owned by Medaro's current shareholders. Closing of the Transaction is subject to a number of conditions, including but not limited to satisfactory due diligence investigations, the negotiation and execution of the Definitive Agreement and receipt of all required shareholder, regulatory and third-party approvals and consents, including that of the CSE. The Transaction cannot close until the required approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Concurrent Private PlacementsThe LOI contemplates that, prior to or concurrent with completion of the Transaction, Medaro will complete a private placement (the "Medaro Concurrent Financing") of no less than 1,000,000 units at $0.10 per unit, for gross proceeds of no less than $100,000, each unit to be composed of one (1) common share of Medaro and one (1) common share purchase warrant of Medaro, each warrant to be exercisable into one (1) Medaro common share at $0.20 per share for three (3) years from the date on which Medaro's shares resume trading following the Transaction (the "Listing Date"). The LOI also contemplates that, prior to or concurrent with completion of the Transaction, Omega will complete a private placement (the "Omega Concurrent Financing" and, together with the Medaro Concurrent Financing the "Concurrent Financing") of no less than 25,000,000 units at $0.10 per unit, for gross proceeds of no less than $2,500,000, each unit to be composed of one (1) common share of Omega and one (1) common share purchase warrant of Omega, each warrant to be exercisable into one (1) Omega common share at $0.20 per share for three (3) years from the Listing Date. The proceeds from the Concurrent Financing are expected to be used to fund the costs associated with completing the Transaction, for general working capital for the Resulting Issuer and for drilling at the Property. Subject to CSE approval, Medaro and Omega may pay commissions on proceeds raised commensurate with industry norms. Leadership of the Resulting IssuerUpon completion of the Transaction, all directors and officers of Medaro will resign and be replaced with nominees of Omega. The identities and bios of such Omega nominees will be announced in a subsequent news release when determined. Listing StatementIn connection with the Transaction and pursuant to the requirements of the CSE, Medaro intends to file an information circular/listing statement on its issuer profile on SEDAR+ ( which will contain relevant details regarding the Transaction, Medaro, Omega, and the Resulting Issuer. About Medaro Mining Mining Corp. is a lithium exploration company based in Vancouver, BC. The Company owns the James Bay Pontax Project and the CYR South lithium properties in Quebec. For more information, investors should review the Company's public filings, which are available at The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities. On Behalf of the Board of DirectorsFaizaan LalaniInterim CEO & Director604-365-0425 Forward-Looking StatementsThis news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the Transaction and the Concurrent Financing, are "forward-looking statements." These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The CSE has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release. SOURCE: Medaro Mining Corp. View the original press release on ACCESS Newswire
Cision Canada
26-05-2025
- Business
- Cision Canada
i-80 Gold Closes Previously Announced US$11 Million Private Placement
RENO, Nev., May 26, 2025 /CNW/ - i-80 GOLD CORP. (TSX: IAU) (NYSE: IAUX) ("i-80" or the "Company") is pleased to announce that it has closed the previously announced concurrent private placement (the "Concurrent Private Placement") of 22,240,000 units (the "Units") at a price of US$0.50 per Unit for gross proceeds of US$11,120,000. Consistent with the terms of the Company's bought deal public offering (the "Offering") which closed on May 16, 2025, each Unit is comprised of one common share (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a price of US$0.70 until November 16, 2027. Units were sold to certain directors, officers, and other current individual shareholders of the Company and will be subject to a hold period of six months under applicable U.S. securities laws, as amended, and a hold period of four months plus one day under applicable Canadian securities laws, from the closing date of the Concurrent Private Placement. The Offering and the Concurrent Private Placement generated aggregate gross proceeds of US$184,000,000 which are intended to be used on growth expenditures in support of i-80's new development plan in Nevada and for general working capital and corporate purposes, as more particularly described in the respective U.S. and Canadian prospectus supplements in connection with the Offering. Certain directors and officers of the Company named below (collectively, the "Insiders") purchased an aggregate of 1,825,000 Units pursuant to the Concurrent Private Placement (the "Insider Participation"). Each subscription by an Insider in the Concurrent Private Placement is considered a "related party transaction" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insider Participation pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of any securities issued to, nor the consideration paid by, the Insiders exceeded 25% of i-80's market capitalization. The Company did not file a material change report relating to the Insider Participation more than 21 days before the expected closing date of the Concurrent Private Placement as the details of the Insider Participation was not settled at such time. The securities issued under the Concurrent Private Placement have not been registered under the U.S. Securities Act, or any state or other applicable jurisdiction's securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state or other jurisdictions' securities laws. The participation of directors and officers in the Concurrent Private Placement reflects continued confidence in the Company's strategic direction and growth potential. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About i-80 Gold Corp. i-80 Gold Corp. is a Nevada-focused mining company committed to building a mid-tier gold producer through a new development plan to advance its high-quality asset portfolio. The Company is the fourth largest gold mineral resource holder in the state with a pipeline of high-grade exploration projects advancing towards feasibility and one operating project ramping-up toward steady-state, all strategically located in Nevada's most prolific gold-producing trends. Leveraging its fully permitted central processing facility following an anticipated refurbishment, i-80 Gold is executing a hub-and-spoke regional mining and processing strategy to maximize efficiency and growth. i-80 Gold's shares are listed on the Toronto Stock Exchange (TSX: IAU) and the NYSE American (NYSE:IAUX). For more information, visit Cautionary Statement Regarding 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 statements pertaining to the intended use of proceeds from the Offering and the Concurrent Private Placement, the Company's strategic direction and growth potential, the Company's ability to execute on its new development plan and advance its assets towards feasibility toward construction and production, refurbishment of the Company's central processing facility, and the Company ability to execute a hub-and-spoke regional mining and processing strategy to maximize efficiency and growth. Furthermore, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. 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 or as of the dates specified in such statements, and are expressly qualified in their entirety by this cautionary statement. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by applicable law. 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: the use of proceeds being applied differently than anticipated or disclosed, 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, please see "Risks Factors" in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for more information regarding risks pertaining to the Company, which is available on EDGAR at and SEDAR+ at Readers are encouraged to carefully review these risk factors as well as the Company's other filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators.
Cision Canada
16-05-2025
- Business
- Cision Canada
i-80 Gold Closes US$173 Million Bought Deal Public Offering
RENO, Nev., May 16, 2025 /CNW/ - i-80 Gold Corp. (TSX: IAU) (NYSE American:IAUX) ("i-80" or the "Company") is pleased to announce the closing of its previously announced bought deal public offering, pursuant to which the Company issued 345,760,000 units (the "Units") at a price of US$0.50 per Unit for aggregate gross proceeds, including exercise of the over-allotment option, of US$172,880,000 (the "Offering"). Each Unit is comprised of one common share (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a price of US$0.70 until November 16, 2027. In addition to the Offering, the Company intends to complete a private placement of 22,240,000 Units (the "Concurrent Private Placement") on the same terms as the Offering, for aggregate gross proceeds of US$11,120,000. The Offering and the Concurrent Private Placement are expected to generate aggregate gross proceeds of US$184,000,000. Pursuant to the Concurrent Private Placement, the Units will be sold to certain directors, officers and other current individual shareholders of the Company and will be subject to a hold period of six months under applicable U.S. securities laws, and a hold period of four months plus one day under applicable Canadian securities laws, from the closing date of the Concurrent Private Placement. The closing of the Concurrent Private Placement is expected to occur on or about May 20, 2025, pending the receipt of all required regulatory approvals. The anticipated aggregate net proceeds of the Offering and the Concurrent Private Placement are intended to be used on growth expenditures in support of i-80's new development plan in Nevada and for general working capital and corporate purposes, as more particularly described in the respective U.S. and Canadian prospectus supplements in connection with the Offering. The Offering was led by National Bank Financial Inc. and Cormark Securities Inc. as co-bookrunners, together with Canaccord Genuity Corp. and SCP Resource Finance LP. as co-lead underwriters, and BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Stifel Nicolaus Canada Inc. and Ventum Financial Corp. The Offering was made in the United States pursuant to an effective shelf registration statement on Form S-3 (No. 333-286531) that was filed by i-80 with the Securities and Exchange Commission (the "SEC") on April 14, 2025, as amended and declared effective by the SEC on May 7, 2025. A prospectus supplement, as amended, relating to the Offering was filed with the SEC. The Offering was made in Canada pursuant to a prospectus supplement that was filed in each of the provinces and territories, other than Québec, to the final base shelf prospectus dated June 21, 2024, that was filed with the securities regulators in each of the provinces and territories of Canada. Copies of the U.S. prospectus supplement and the Canadian prospectus supplement, and the accompanying base prospectuses, as applicable, may be obtained on the SEC's website at and the SEDAR+ website at respectively. An electronic or paper copy of the shelf prospectus supplements, the corresponding base shelf prospectuses and any amendment to the documents may be obtained, without charge, from National Bank Financial Inc., 130 King Street West, Suite 800, Toronto, Ontario M5X 1J9, by email at [email protected] or by telephone at (416) 869-8414 by providing the contact with an email address or address, as applicable. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About i-80 Gold Corp. i-80 Gold Corp. is a Nevada-focused mining company committed to building a mid-tier gold producer through a new development plan to advance its high-quality asset portfolio. The Company is the fourth largest gold mineral resource holder in the state with a pipeline of high-grade exploration projects advancing towards feasibility and one operating project ramping-up toward steady-state, all strategically located in Nevada's most prolific gold-producing trends. Leveraging its fully permitted central processing facility following an anticipated refurbishment, i-80 Gold is executing a hub-and-spoke regional mining and processing strategy to maximize efficiency and growth. i-80 Gold's shares are listed on the Toronto Stock Exchange (TSX: IAU) and the NYSE American (NYSE:IAUX). For more information, visit Cautionary Statement Regarding 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 statements pertaining to the closing of the Concurrent Private Placement, and the ability to obtain necessary regulatory approvals, including those of the NYSE and TSX for the Concurrent Private Placement, the intended use of proceeds from the Offering and the Concurrent Private Placement, the Company's ability to execute on its new development plan, advance its assets through feasibility toward construction and production, realize its exploration potential, transform into a mid-tier gold producer over the coming years, and become the next major gold story in Nevada. Furthermore, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. 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 or as of the dates specified in such statements, and are expressly qualified in their entirety by this cautionary statement. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by applicable law. 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: delays to the closing of the Concurrent Private Placement, the receipt of regulatory approvals and the use of proceeds being applied differently than anticipated or disclosed, 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, please see "Risks Factors" in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for more information regarding risks pertaining to the Company, which is available on EDGAR at and SEDAR+ at Readers are encouraged to carefully review these risk factors as well as the Company's other filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators.
