ThZeal - The Zeal

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
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

(Last)

(First)

(Middle)

C/O I-80 GOLD CORP.

5190 NEIL ROAD, SUITE 460

(Street)

RENO

89820

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2025

3. Issuer Name and Ticker or Trading Symbol
i-80 Gold Corp. [ IAUX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	156,194	D

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

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.

	Matthew D. Gili	12/30/2024
	** Signature of Reporting Person	Date
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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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