UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 5.02 Entry into a Material Definitive Agreement
On April 11, 2025, Matthew Gili gave notice to the Company of his upcoming resignation as the President and Chief Operating Officer of the Company which is expected to take effect on or before May 30, 2025. Mr. Gili will continue to work in his capacity as President and Chief Operating Officer until a successor is appointed, and to assist with a transitionary period thereafter.
In connection with Mr. Gili's departure, the Company expects to enter into a separation agreement wherein the Company will provide Mr. Gili with certain benefits (the "Agreement"). It is anticipated that the Agreement will provide for (1) a continuation of Mr. Gili's base salary of $411,000 for a period of 12 months; (2) certain additional payments totaling $696,146 to Mr. Gili relating to various incentive bonuses; (3) cash payment equal to the cost of maintaining Mr. Gili's current health and dental benefits for a period of 12 months; (4) payments for any remaining amounts owing to Mr. Gili in regard to vacation entitlement accrued up to his departure and not yet paid; and (5) accelerated vesting of previously granted but unvested incentive stock options (1,322,459 options), and confirmation of continued vesting in the ordinary course of previously granted but unvested RSUs (934,774 RSUs), as well as an entitlement to receive an additional $600,000 in RSUs and PSUs (which have not yet been converted due to an ongoing blackout of the Company), all subject to the conditions of vesting included therein, granted to Mr. Gili pursuant to the Company's Omnibus Share Incentive Plan. The Agreement will also include a release of claims in favor of the Company and Mr. Gili's commitment to assist in the transition process in connection with the appointment of a new Chief Operating Officer.
Richard Young, director and Chief Executive Officer of the Company, will take on the role of President following Mr. Gili's departure.
Item 7.01 Regulation FD Disclosure
On April 11, 2025, the Company issued a press release announcing the departure of Matthew Gili as discussed above in Item 5.02. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description |
| 99.1 | Press Release dated April 11, 2025 with respect to Executive Changes |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 14, 2025 | i-80 GOLD CORP. | |
| By: | /s/ Ryan Snow | |
| Ryan Snow | ||
| Chief Financial Officer | ||