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- 40FR12B Initial registration of securities (Canada)
- 99.1 Report of Exempt Distribution Dated March 29, 2021
- 99.2 Notice of Articles of I-80 Gold Corp. Dated November 10, 2020
- 99.3 News Release Dated April 12, 2021
- 99.4 News Release Dated April 13, 2021
- 99.5 Plan of Arrangement
- 99.6 Technical Report
- 99.7 EX-99.7
- 99.8 Technical Report
- 99.9 Information Statement
- 99.10 News Release Dated April 15, 2021
- 99.11 Arrangement Agreement
- 99.12 Warrant Indenture
- 99.13 Support Agreement
- 99.14 Membership Interest Purchase Agreement
- 99.15 Amendment No. 1 to Membership Interest Purchase Agreement
- 99.16 Material Change Report Dated April 16, 2021
- 99.17 News Release Dated April 21, 2021
- 99.18 Early Warning Report Dated April 22, 2021
- 99.19 Consolidated Financial Statements of Premier Gold Mines USA Inc. As of December 31, 2020
- 99.20 Audited Consolidated Financial Statements for the Period Ended December 31, 2020
- 99.21 Managements Discussion and Analysis of Premier Gold Mines USA
- 99.22 Managements Discussion and Analysis for the Period Ended December 31, 2020
- 99.23 Annual Information Form for the Year Ended December 31, 2020 Dated April 27, 2021
- 99.24 Notice of Change In Corporate Structure Dated April 30, 2021
- 99.25 News Release Dated May 4, 2021
- 99.26 Unaudited Condensed Consolidated Interim Statements of Premier Gold Mines USA Inc. for the Three Months Ended March 31, 2021
- 99.27 Unaudited Condensed Interim Financial Statements for the Three Months Ended March 31, 2021
- 99.28 Managements Discussion and Analysis of Premier Gold Mines USA Inc. for the Three Months Ended March 31, 2021
- 99.29 Managements Discussion and Analysis for the Three Months Ended March 31, 2021
- 99.30 News Release Dated May 12, 2021
- 99.31 News Release Dated May 19, 2021
- 99.32 News Release Dated May 27, 2021
- 99.33 Early Warning Report Dated May 27, 2021
- 99.34 Alternative Monthly Report Dated June 10, 2021
- 99.35 News Release Dated June 16, 2021
- 99.36 News Release Dated July 29, 2021
- 99.37 Unaudited Condensed Consolidated Interim Financial Statements for the Three and Six Months Ended June 30, 2021
- 99.38 Managements Discussion and Analysis for the Three and Six Months Ended June 30, 2021
- 99.39 Certification of Interim Filings In Connection with Filing of Md&a and Financial Statements by CFO Dated August 10, 2021
- 99.40 Certification of Interim Filings In Connection with Filing of Md&a and Financial Statements by CEO Dated August 10, 2021
- 99.41 News Release Dated August 10, 2021
- 99.42 News Release Dated August 26, 2021
- 99.43 News Release Dated September 3, 2021
- 99.44 News Release Dated September 7, 2021
- 99.45 Exchange Agreement
- 99.46 Membership Interest Purchase Agreement
- 99.47 Material Change Report Dated September 10, 2021
- 99.48 News Release Dated September 14, 2021
- 99.49 News Release Dated October 8, 2021
- 99.50 News Release Dated October 14, 2021
- 99.51 News Release Dated October 15, 2021
- 99.52 News Release Dated October 18, 2021
- 99.53 Early Warning Report Dated October 18, 2021
- 99.54 News Release Dated Oct 21, 2021
- 99.55 Technical Report
- 99.56 News Release Dated October 22, 2021
- 99.57 Report of Exempt Distribution Dated May 22, 2021
- 99.58 News Release Dated October 28, 2021
- 99.60 News Release Dated November 9, 2021
- 99.61 News Release Dated November 9, 2021
- 99.62 Certification of Interim Filings In Connection with Filing of Md&a and Financial Statements by CFO Dated November 9, 2021
- 99.63 Certification of Interim Filings In Connection with Filing of Md&a and Financial Statements by CEO Dated November 9, 2021
- 99.64 Managements Discussion and Analysis for the Three and Nine Months Ended September 30 30, 2021
- 99.65 Unaudited Condensed Consolidated Interim Financial Statements for the Three and Nine Months Ended September 30, 2021
- 99.66 News Release Dated November 16, 2021
- 99.67 News Release Dated November 22, 2021
- 99.68 News Release Dated December 8, 2021
- 99.69 Early Warning Report Dated December 8, 2021
- 99.70 Alternative Monthly Report Dated December 9, 2021
- 99.71 News Release Dated December 10, 2021
- 99.72 News Release Dated December 14, 2021
- 99.73 News Release Dated December 14, 2021
- 99.74 Early Warning Report Dated December 15, 2021
- 99.75 Material Change Report Dated December 20, 2021
- 99.76 News Release Dated January 10, 2022
- 99.77 News Release Dated January 12, 2022
- 99.78 News Release Dated January 20, 2022
- 99.79 News Release Dated January 26, 2022
- 99.80 News Release Dated February 2, 2022
- 99.81 News Release Dated February 8, 2022
- 99.82 News Release Dated February 23, 2022
- 99.83 Articles of I-80 Gold Corp. Dated November 10, 2020
- 99.84 News Release Dated March 7, 2022
- 99.85 Notice of the Meeting and Record Date, Dated March 7, 2022
- 99.86 News Release Dated March 9, 2022
- 99.87 on Form 13-502F1
- 99.88 Audited Annual Financial Statements for the Period Ended December 31, 2021 Dated March 28, 2022
- 99.89 Ab Form 13-501F1
- 99.90 News Release Dated March 28, 2022
- 99.91 Md&a for the Period Ended December 31, 2021 Dated March 28, 2022
- 99.92 Annual Information Form Dated March 30, 2022 for Fy Ending December 31, 2021
- 99.93 52-109F1 - Certification of Annual Filings - CFO (E) March 30, 2022
- 99.94 52-109F1 - Certification of Annual Filings - CEO (E) March 30, 2022
- 99.95 News Release Dated April 6, 2022
- 99.96 Alternative Monthly Report Dated April 8, 2022
- 99.97 News Release Dated April 13, 2022
- 99.98 Voting Instruction Form Dated April 18, 2022
- 99.99 Request for Financial Statements Dated April 18, 2022
- 99.100 Notice of Meeting Dated April 18, 2022
- 99.101 Management Information Circular
- 99.102 Form of Proxy - Dated April 18, 2022
- 99.103 News Release Dated April 20, 2022
- 99.104 News Release Dated April 27, 2022
- 99.105 News Release Dated May 3, 2022
- 99.106 Convertible Credit Agreement
- 99.107 Purchase and Sale Agreement
- 99.108 Gold Prepay Purchase and Sale Agreement
- 99.109 Convertible Credit Agreement
- 99.110 First Amending Agreement
- 99.111 Amended and Restated Offtake Agreement
- 99.113 Consent of Grant Thornton LLP
Exhibit 99.110
Execution Version
FIRST AMENDING AGREEMENT
THIS AGREEMENT dated as of the 12th day of April, 2022.
BETWEEN:
i.80 GOLD CORP, a corporation incorporated under the laws of the Province of British Columbia
(herein called the "Seller")
- and -
OMF FUND III (HG) LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as Administrative Agent
(herein called the "Administrative Agent")
WHEREAS the Seller, the Administrative Agent, the Guarantors and the Buyers entered into a gold prepay purchase and sale agreement dated as of December 13, 2021 (the "Prepay Agreement");
AND WHEREAS the parties hereto wish to amend certain provisions of the Prepay Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein, the parties covenant and agree as follows:
ARTICLE 1
DEFINED TERMS
1.1 Capitalized Terms.
All capitalized terms which are used herein without being specifically defined herein shall have the meanings ascribed thereto in the Prepay Agreement.
ARTICLE 2
AMENDMENTS TO PREPAY AGREEMENT
2.1 | General Rule. |
Subject to the terms and conditions herein contained, the Prepay Agreement is hereby amended to the extent necessary to give effect to the provisions of this agreement and to incorporate the provisions of this agreement into the Prepay Agreement.
2.2 | Amendment. |
Section 1.164 of the Prepay Agreement is hereby amended by deleting the definition of "Quarterly Gold Quantity" in its entirety and replacing by the following:
- 2 -
"“Quarterly Gold Quantity” means: (i) for March 31, 2022, [Redacted - commercially sensitive information] ounces of Refined Gold; (ii) for June 30, 2022, [Redacted
- commercially sensitive information] ounces of Refined Gold and (iii) for each Quarterly Gold Delivery thereafter, [Redacted - commercially sensitive information] ounces of Refined Gold; in each case, subject to adjustment pursuant to Section 2.5."
ARTICLE 3
CONDITION PRECEDENT
3.1 Conditions Precedent.
This agreement shall not become effective unless and until the Seller, the Buyers and the Administrative Agent shall have executed and delivered this agreement.
ARTICLE 4
MISCELLANEOUS
4.1 | Future References to the Prepay Agreement. |
On and after the date of this agreement, each reference in the Prepay Agreement to "this agreement", "hereunder", "hereof", or words of like import referring to the Prepay Agreement, and each reference in any related document to the "Prepay Agreement", "thereunder", "thereof", or words of like import referring to the Prepay Agreement, shall mean and be a reference to the Prepay Agreement as amended hereby. The Prepay Agreement, as amended hereby, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
4.2 | Governing Law. |
This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.
4.3 | Inurement. |
This agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.
4.4 | Conflict. |
If any provision of this agreement is inconsistent or conflicts with any provision of the Prepay Agreement, the relevant provision of this agreement shall prevail and be paramount.
4.5 | Further Assurances. |
The Seller shall do, execute and deliver or shall cause to be done, executed and delivered all such further acts, documents and things as the Administrative Agent may reasonably request for the purpose of giving effect to this agreement and to each and every provision hereof.
4.6 | Counterparts. |
This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have executed and delivered this amendment on the date first above written.
i-80 GOLD CORP.
By: (signed) Ryan Snow
Name: Ryan Snow
Title: CFO
By: (signed) Matt Gili
Name: Matt Gili
Title: COO
OMF FUND III (HG) LTD., as Administrative Agent and Buyer
By: _________________________________
Name:
Title:
By: _________________________________
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have executed and delivered this amendment on the date first above written.
i-80 GOLD CORP.
By: _________________________________
Name:
Title:
By: _________________________________
Name:
Title:
OMF FUND III (HG) LTD., as Administrative Agent and Buyer
By: (signed) Garth Ebanks
Name: Garth Ebanks
Title: Director
By: _________________________________
Name:
Title: