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Filing tables
Filing exhibits
- 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
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Exhibit 99.47
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1. | Name and Address of Company |
i-80 Gold Corp. (the "Company") | |
1100 Russell Street | |
Thunder Bay, Ontario P7B 5N2 | |
Item 2. | Date of Material Change |
September 3, 2021 | |
Item 3. | News Release |
A news release with respect to the material change referred to in this report was issued by the Company through Canada Newswire on September 7, 2021, and was subsequently filed under the Company's issuer profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. | |
See Schedule "A" attached hereto for a copy of the news release. | |
Item 4. | Summary of Material Change |
On September 7, 2021, the Company announced that it has entered into a definitive asset exchange agreement dated September 3, 2021 to acquire the Lone Tree and Buffalo Mountain gold deposits and certain processing infrastructure, including an autoclave, from Nevada Gold Mines LLC ("NGM") by way of an asset exchange (the "Asset Exchange"), in consideration for: (i) the Company's 40% ownership in the South Arturo property; (ii) assignment of the Company's option to acquire the adjacent Rodeo Creek exploration property; (iii) contingent consideration of up to US$50 million based on production from the Lone Tree property; and (iv) arrangement of substitute bonding (and release of NGM bonds) in respect of the Lone Tree and Buffalo Mountain reclamation obligations at closing. In addition, on closing of the Asset Exchange, NGM will reimburse the Company approximately US$7.3 million for amounts previously advanced by the Company for the autonomous truck haulage test work completed at South Arturo and for funds advanced by the Company that have not been used for reclamation activities. | |
The Company also announced that it has separately entered into a definitive membership interest purchase agreement dated September 3, 2021 to acquire the Ruby Hill Mine (the "Ruby Hill Acquisition") from affiliates of Waterton Global Resource Management ("Waterton") for consideration of up to US$150 million, to be comprised of: (i) US$75 million in cash; (ii) US$8 million in common shares of the Company ("Shares"); and (iii) milestone payments of up to an additional US$67 million (payable upon the occurrence of certain milestones). Up to 50% of the milestone payments may consist of Shares, provided that the number of Shares held by Waterton after giving effect to such issuance shall not exceed 9.99% of then issued and outstanding Shares calculated on a partially diluted basis. The milestone payments are subject to an early payment option that could reduce total consideration for the Ruby Hill Acquisition to US$130 million. |
. | In connection with the Asset Exchange and the Ruby Hill Acquisition, the Company has entered into: (i) a private placement commitment with NGM whereby, conditional on the completion of the Asset Exchange, NGM has agreed to acquire up to a 9.9% interest in the Company through a private placement at the Issue Price (defined below) for proceeds not to exceed US$50 million; and (ii) a non-binding term sheet with Orion Mine Finance ("Orion") for up to US$240 million in acquisition and development financing, which is contemplated to include a mix of equity, convertible securities and warrants that, subject to the approval of the Toronto Stock Exchange, will be priced at the Issue Price, as well as secured debt. Equinox Gold Corp ("Equinox") has also indicated that it will participate in the equity private placement through the exercise of a portion of its anti-dilution rights |
The private placement with NGM is part of larger non-brokered private placement offering by the Company, which includes Orion, of up to US$90 million at a price per Share equal to C$2.62 (the "Issue Price") (being the five day volume weighted average trading price of the Shares ending on the trading date immediately prior to the execution of the definitive agreements in connection with the Asset Exchange and the Ruby Hill Acquisition), not including any Shares that may be issued to Equinox upon the exercise of their anti- dilution rights. | |
Closing of each of the transactions with NGM, Waterton, Orion and the private placement are subject to the satisfaction of a number of conditions precedent, including all required regulatory approvals and, in the case of Orion, completion of due diligence and the negotiation and execution of mutually satisfactory definitive documentation. | |
Item 5.1. | Full Description of Material Change |
A full description of the material change is available in the attached news release. | |
Item 5.2. | Disclosure for Restructuring Transactions |
Not applicable. | |
Item 6. | Reliance on Subsection 7.1(2) of National Instrument 51-102 |
Not applicable. | |
Item 7. | Omitted Information |
Not applicable. | |
Item 8. | Executive Officer |
For further information, please contact: | |
Ewan Downie | |
Chief Executive Officer | |
Phone: | (807) 346-1390 |
Email: | edownie@premiergoldmines.com |
Item 9. | Date of Report |
September 10, 2021 |
SCHEDULE "A"
See attached.