Sec Form 3 Filing - Gili Matthew David @ i-80 Gold Corp. - 2025-01-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gili Matthew David 2. Issuer Name and Ticker or Trading Symbol i-80 Gold Corp. [ IAUX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and COO (Last) (First) (Middle) C/O I-80 GOLD CORP., 5190 NEIL ROAD, SUITE 460 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2025 (Street) RENO, NV89820 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 156,194 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Share Purchase Warrants $ 1.5626 ( 1 ) 05/01/2024 05/01/2028 Common Shares 15,000 D Stock Options (Right to Buy) $ 2.14 ( 3 ) ( 2 ) 04/26/2026 Common Shares 300,000 D Stock Options (Right to Buy) $ 2.67 ( 4 ) ( 2 ) 11/12/2026 Common Shares 75,000 D Stock Options (Right to Buy) $ 2.05 ( 5 ) ( 2 ) 02/04/2027 Common Shares 412,423 D Stock Options (Right to Buy) $ 2.37 ( 7 ) ( 6 ) 02/22/2028 Common Shares 283,973 D Stock Options (Right to Buy) $ 1.3 ( 9 ) ( 8 ) 02/22/2029 Common Shares 251,063 D Restricted Share Units ( 10 ) $ 0 ( 11 ) ( 11 ) Common Shares 41,648 D Restricted Share Units ( 10 ) $ 0 ( 12 ) ( 12 ) Common Shares 193,126 D Restricted Share Units ( 10 ) $ 0 ( 13 ) ( 13 ) Common Shares 700,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gili Matthew David C/O I-80 GOLD CORP. 5190 NEIL ROAD, SUITE 460 RENO, NV89820 President and COO Signatures Matthew D. Gili 12/30/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Converted from the warrant exercise price of C$2.15 at C$1.00=US$0.7268. ( 2 )Stock options are fully vested. ( 3 )Converted from the exercise price of C$2.66 at C$1.00=US$0.8057. ( 4 )Converted from the exercise price of C$3.35 at C$1.00=US$0.7959. ( 5 )Converted from the exercise price of C$2.62 at C$1.00=US$0.7838. ( 6 )Stock options were granted on February 22, 2023 and vest as follows: one-third vesting immediately, one-third on February 22, 2024, and one-third on February 22, 2025. ( 7 )Converted from the exercise price of C$3.21 at C$1.00=US$0.7384. ( 8 )Stock options were granted on February 22, 2024 and vest as follows: one-third vesting immediately, one-third on February 22, 2025, and one-third on February 22, 2026. ( 9 )Converted from the exercise price of C$1.75 at C$1.00=US$0.7411. ( 10 )Each Restricted Share Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. Vested RSUs settle in cash or shares at the discretion of the Issuer as soon as administratively feasible following the vesting date. ( 11 )Represents grant of 124,944 RSUs on February 22, 2023. As of the date of this Form 3, 41,648 RSUs remain unvested and will vest on September 1, 2025. ( 12 )Represents grant of 289,688 RSUs on February 22, 2024. As of the date of this Form 3, 193,126 RSUs remain unvested and vest as follows: one-half on September 1, 2025, and one-half on September 1, 2026. ( 13 )The RSUs were granted November 19, 2024 and shall vest in full on November 19, 2027.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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