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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 99.24
NOTICE OF CHANGE IN CORPORATE STRUCTURE
Pursuant to Section 4.9 of National Instrument 51-102
Continuous Disclosure Obligations
1. | Names of the Parties to the Transaction |
Premier Gold Mines Limited ("Premier")
Equinox Gold Corp. ("Equinox")
i-80 Gold Corp. ("i-80 Gold")
2. | Description of the Transaction |
On April 7, 2021 (the "Closing Date"), Premier, Equinox and i-80 Gold completed a court-approved plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the "Arrangement"). Pursuant to the Arrangement, Equinox acquired all of the issued and outstanding common shares of Premier (the "Premier Shares") and completed the spin-out of i-80 Gold. i-80 Gold was created as a new company formed to hold the Nevada gold projects previously held by Premier. Under the terms of the Arrangement, Equinox retained 30% of the outstanding common shares of i-80 Gold (“i-80 Gold Shares”), while the remainder were distributed to the holders of Premier Shares. Premier shareholders received for each Premier Share: (i) 0.1967 of a common share of Equinox ("Equinox Shares"); plus (ii) 0.4 of a i-80 Gold Share.
3. | Effective Date of the Transaction |
April 7, 2021
4. | Name of Each Party, if any, that Ceased to be a Reporting Issuer After the Transaction and of Each Continuing Entity |
The Premier Shares traded on the Toronto Stock Exchange under the symbol "PG" and were delisted from the Toronto Stock Exchange on April 13, 2021.
Premier has filed applications to cease to be, a reporting issuer in all of the provinces of Canada.
The Equinox Shares continue to trade on the Toronto Stock Exchange and the NYSE American under the symbol "EQX". Equinox continues to be a reporting issuer in each of the provinces and territories of Canada and to be registered under the U.S. Securities Exchange Act of 1934.
The i-80 Gold Shares were listed and posted for trading on the Toronto Stock Exchange under the symbol "IAU" on April 13, 2021. i-80 Gold is a reporting issuer in each of the provinces of Canada.
5. | Date of the Reporting Issuer's First Financial Year-End Subsequent to the Transaction if paragraph (a) or subparagraph (b)(ii) of Section 4.9 of NI 51-102 applies |
i-80 Gold’s first financial year-end subsequent to the Arrangement is December 31, 2021.
6. | Periods, including the Comparative Periods, if any, of the Interim and Annual Financial Statements Required to be Filed for the Reporting Issuer's First Financial Year Subsequent to the Transaction if paragraph (a) or subparagraph (b)(ii) of Section 4.9 of NI 51-102 Applies |
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Unaudited interim financial statements for i-80 Gold for the three month period ended March 31, 2021 will be compared to the carve-out unaudited consolidated interim financial statements of Premier Gold Mines USA, Inc. ("PG USA") for the three month period ended March 31, 2020.
Unaudited interim financial statements of i-80 Gold for the three and six month period ended June 30, 2021 will be compared to the carve-out unaudited consolidated interim financial statements of PG USA for the six month period ended June 30, 2020.
Unaudited interim financial statements of i-80 Gold for the three and nine month period ended September 30, 2021 will be compared to the carve-out unaudited consolidated interim financial statements of PG USA for the nine month period ended September 30, 2020.
Audited annual consolidated financial statements of i-80 Gold for the year ended December 31, 2021 will be compared to the audited annual consolidated financial statements of i-80 Gold for the year ended December 31, 2020.
7. | Documents filed under NI 51-102 Continuous Disclosure Obligations that describe the Transaction |
The plan of arrangement relating to the Arrangement between Premier, Equinox and i-80 Gold is available under i-80 Gold's issuer profile on SEDAR at www.sedar.com.
Further details regarding the Arrangement are set out in the management information circular of Premier dated January 25, 2021, which is available under Premier's issuer profile on SEDAR at www.sedar.com.
DATED the 30th day of April 2021.