Form 8-K

8-K — i-80 Gold Corp.

Accession: 0001193125-26-281197

Filed: 2026-06-24

Period: 2026-06-23

CIK: 0001853962

SIC: 1040 (GOLD & SILVER ORES)

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d151000d8k.htm (Primary)

EX-99.1 (d151000dex991.htm)

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8-K

8-K (Primary)

Filename: d151000d8k.htm · Sequence: 1

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 23, 2026

I-80 GOLD CORP.

(Exact name of registrant as specified in its charter)

British Columbia

001-41382

98-1591259

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

150 York Street, Suite 1802

Toronto, Ontario

Canada M5H 3S5

5190 Neil Road, Suite 460

Reno, Nevada

USA 89502

(Address of principal executive offices)

Registrant’s telephone number, including area code: (775) 525-6450

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Shares

IAUX

NYSE American LLC

Warrants to Purchase Common Shares

IAUX.WS

NYSE American LLC

Common Shares

IAU

The Toronto Stock Exchange

Warrants to Purchase Common Shares

IAU.WT.U

The Toronto Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders

On June 23, 2026, the Company held its annual meeting (the “Meeting”) of the shareholders of the Company at the offices of Stikeman Elliott LLP at 199 Bay Street, Suite 5300, Commerce Court West, Toronto, Ontario, M5L 1B9, Canada. At the Meeting, the shareholders approved each of the following proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 29, 2026:

Proposal 1:

The Company’s shareholders approved the setting of the number of directors of the Company at nine. The results of the vote were as follows:

Vote Type

Number of Votes

For

502,886,583

Against

1,815,375

Abstain

4,930,060

Broker Non-Votes

Proposal 2:

Each of the nominees set forth in the Company’s Definitive Proxy Statement were elected as directors to serve until the next annual meeting of shareholders, or until their respective successors are elected or appointed. The following table sets forth the vote of the shareholders at the Meeting with respect to the election of directors:

Director

Vote Type

Number of Votes

John Begeman

For

388,875,987

Withheld

4,886,049

Broker Non-Votes

115,869,985

Ronald Butler Jr.

For

392,569,235

Withheld

1,192,802

Broker Non-Votes

115,869,984

Ron Clayton

For

389,949,107

Withheld

3,812,928

Broker Non-Votes

115,869,986

Arthur Einav

For

374,761,634

Withheld

19,000,401

Broker Non-Votes

115,869,986

Stephen Gottesfeld

For

392,773,748

Withheld

988,289

Broker Non-Votes

115,869,984

Michael Jalonen

For

392,748,411

Withheld

1,013,626

Broker Non-Votes

115,869,984

Cassandra Joseph

For

376,222,833

Withheld

17,539,204

Broker Non-Votes

115,869,984

Steven Yopps

For

392,865,627

Withheld

896,410

Broker Non-Votes

115,869,984

Richard Young

For

392,810,879

Withheld

951,157

Broker Non-Votes

115,869,985

Proposal 3:

The Company’s shareholders approved the appointment of Grant Thornton LLP (USA) as auditors of the Company to hold office until the close of the next annual meeting of shareholders of the Company at such remuneration as may be fixed by the directors of the Company. The results of the vote were as follows:

Vote Type

Number of Votes

For

508,538,901

Withheld

1,093,117

Broker Non-Votes

Item 7.01

Regulation FD Disclosure

On June 23, 2026, the Company issued a press release announcing the election of directors and voting results from the Meeting. The press release is attached hereto as Exhibit 99.1.

The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits

On June 23, 2026, the Company issued a press release announcing the voting results from the Meeting. The press release is attached hereto as Exhibit 99.1.

The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1922, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

(d) Exhibits

Exhibit

Number

Description

99.1

Press Release dated June 23,2026, issued by i-80 Gold corp. relating to voting results from its annual meeting.

104

Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 24, 2025

i-80 GOLD CORP.

By:

/s/ Ryan Snow

Ryan Snow

Chief Financial Officer

EX-99.1

Filename: d151000dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

i-80 Gold Announces Voting Results from Its 2026 Annual Meeting

of Shareholders

TORONTO, ON, June 23, 2026 – i-80 GOLD CORP.

(NYSE: IAUX) (TSX: IAU) (“i-80” or the “Company”) is pleased to announce the results of its 2026 annual meeting of shareholders (the “Meeting”) held on

June 23, 2026. A total of 509,632,021 common shares, representing approximately 60% of the Company’s outstanding common shares as at the April 27, 2026 record date, were represented at the Meeting. A summary of the results are as

follows:

Number of Directors

At the Meeting, shareholders approved setting the number of directors of the Company at nine.

Election of Directors

All director nominees listed in the Company’s management information circular dated April 29, 2026, were elected as directors of the Company:

Director

Vote Type

Number of Votes

Percentage of Votes

John Begeman

For

388,875,987

98.8%

Withheld

4,886,049

1.2%

Ronald Butler

For

392,569,235

99.7%

Withheld

1,192,802

0.3%

Ron Clayton

For

389,949,107

99.0%

Withheld

3,812,928

1.0%

Arthur Einav

For

374,761,634

95.2%

Withheld

19,000,401

4.8%

Stephen Gottesfeld

For

392,773,748

99.7%

Withheld

988,289

0.3%

Michael Jalonen

For

392,748,411

99.7%

Withheld

1,013,626

0.3%

Cassandra Joseph

For

376,222,833

95.5%

Withheld

17,539,204

4.5%

Steven Yopps

For

392,865,627

99.8%

Withheld

896,410

0.2%

Richard Young

For

392,810,879

99.8%

Withheld

951,157

0.2%

Mr. John Seaman did not stand for re-election at the Meeting, following which his service as a director

concluded today. Mr. Seaman served as a director of the Company since its formation, contributing strategic guidance and insight during a period of significant growth and advancement for i-80 Gold.

“John has been a dedicated and engaged Board member whose experience and judgment have contributed positively to the Company’s development,”

said Ron Clayton, Chairman of the Board. “On behalf of the Board and management team of i-80 Gold, I would like to thank John for his service and commitment, and we wish him all the best in his future endeavors.”

Mr. Clayton added, “I am pleased to welcome Stephen Gottesfeld to i-80 Gold. Stephen brings exceptional

mining industry experience, with deep expertise in legal, governance, sustainability and external affairs matters within the sector. His leadership and relevant perspective will be valuable as we strengthen our governance and sustainability

framework, and continue to advance our multi-asset development strategy towards creating a Nevada-focused mid-tier gold producer.”

Stephen Gottesfeld is an accomplished mining executive with nearly 30 years of global industry experience. He has extensive mining expertise in legal,

environmental, sustainability, and governance matters across global exploration, project development, mine operations, and closure. Mr. Gottesfeld spent more than 25 years with Newmont Corporation where he served on the Executive Leadership

Team for nearly a decade, including as Executive Vice President, Chief Sustainability and External Affairs Officer, and as Executive Vice President, General Counsel and Corporate Secretary, until his retirement in 2022. Prior to Newmont,

Mr. Gottesfeld was an attorney at Holland & Hart, LLP.

He currently serves as a strategic advisor to Resolve, an independent NGO that

delivers solutions to social, health, and environmental challenges, and its affiliate, Regeneration, which focuses on re-mining, reprocessing, and mine site restoration.

His prior Board experience includes Continental Gold, the Colorado Mining and National Mining associations, and the Board of Trustees of the Colorado Legal

Aid Foundation. He holds a Juris Doctor from the University of Denver College of Law, a Masters in International Affairs from the University of Denver’s Graduate School of International Studies (Korbel School), and a Bachelor of Arts in

Economics from Colorado College.

Appointment of Auditor

Shareholders approved the reappointment of Grant Thornton LLP (USA) as the Company’s auditors and authorized the directors of the Company to fix their

remuneration.

The voting results with respect to all matters voted upon at the Meeting will be filed on SEDAR+ at www.sedarplus.ca and on EDGAR at

www.sec.gov.

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 fully funded three-phase development plan to advance its high-quality asset portfolio. The Company is the fifth largest gold mineral resource holder in the state with a

pipeline of high-grade multi-stage projects strategically located in Nevada’s most prolific gold-producing trends. Leveraging its 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 NYSE (NYSE: IAUX) and the Toronto Stock Exchange (TSX: IAU). For more information, visit www.i80gold.com.

For further information, please contact:

Leily Omoumi – SVP Corporate Development & Strategy

Caterina De Rosa – VP Investor Relations

1.866.525.6450

info@i80gold.com

www.i80gold.com

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