SCHEDULE 13G/A: Orion Resource Partners Maintains Significant Stake in i-80 Gold Corp. Below 10% Threshold

Orion Resource Partners (USA) LP has filed an amended Schedule 13G, reporting a beneficial ownership of 9.99% in i-80 Gold Corp., including shares from warrants and a convertible loan, while adhering to a 9.99% ownership cap.

Summary

• Orion Resource Partners (USA) LP (the "Reporting Person") reported beneficial ownership of 46,906,880 Common Shares of i-80 Gold Corp. as of March 31, 2025.
• This ownership represents approximately 9.99% of the total outstanding Common Shares of i-80 Gold Corp.
• The reported stake includes 9,342,887 Common Shares held directly by Orion Mine Finance Fund II, LP, and 11,384,464 Common Shares held directly by Orion Mine Finance Fund III LP.
• Additionally, the beneficial ownership includes 26,179,529 Common Shares that the Reporting Person has the right to acquire upon the exercise of warrants or conversion of a $50,000,000 principal convertible loan.
• A "Blocker" provision is in place, preventing the Reporting Person and its affiliates from owning more than 9.99% of the issued and outstanding Common Shares immediately after any such issuance, though this cap can be increased to 19.99% after a 60-day notice period to the Issuer.
• The filing is Amendment No. 4 to the Schedule 13G, indicating an update to previously reported beneficial ownership.

Sentiment

Score: 6

Explanation: The filing is largely neutral, being a routine ownership update. The continued significant stake by Orion Resource Partners is a positive signal of investor confidence, but the passive nature (9.99% cap) limits immediate implications for control or strategic shifts.

Positives

• Orion Resource Partners, a prominent investment advisor specializing in the resource sector, maintains a substantial 9.99% stake in i-80 Gold Corp., signaling continued confidence in the company.
• The "Blocker" provision, which caps Orion's immediate ownership at 9.99%, provides a degree of stability by limiting potential rapid dilution from the conversion of warrants and the convertible loan.

Negatives

• The 9.99% ownership cap, while preventing immediate control, also suggests a passive investment strategy, as it limits Orion's ability to rapidly increase its stake beyond this threshold without prior notice and a waiting period, potentially indicating a lack of intent to pursue active control or influence over the issuer.

Risks

• Potential future dilution for existing shareholders if the 9.99% ownership cap is increased to 19.99% and the warrants or convertible loan are fully exercised or converted, leading to a significant increase in the number of outstanding shares.
• The existence of a $50,000,000 convertible loan and warrants represents future obligations that could impact i-80 Gold Corp.'s capital structure upon conversion or exercise.

Future Outlook

The document does not provide explicit forward-looking statements or guidance from i-80 Gold Corp. It primarily details the current beneficial ownership of Orion Resource Partners. However, the 'Blocker' clause indicates a potential future increase in ownership cap to 19.99% after a 60-day notice.

Management Comments

• Rick Gashler, Chief Compliance Officer of Orion Resource Partners (USA) LP, certified that the securities were acquired and are held in the ordinary course of business and not for the purpose or with the effect of changing or influencing the control of the issuer.

Industry Context

This filing indicates a significant, passive investment by a resource-focused investment firm (Orion Resource Partners) in a gold mining company (i-80 Gold Corp.). Such investments are common in the mining sector, where specialized funds provide capital and take equity stakes, often with conversion rights or warrants. The 9.99% cap is typical for passive investors aiming to maintain a substantial position without triggering the more stringent reporting requirements of a Schedule 13D, which would imply an intent to influence or change control of the issuer.

Comparison to Industry Standards

• Orion Resource Partners is a well-known investor in the mining sector, and its continued significant stake in i-80 Gold Corp. aligns with its strategy of investing in resource companies.
• The 9.99% beneficial ownership threshold is a common strategy for institutional investors to maintain a substantial position without triggering the more active "control" reporting requirements of a Schedule 13D, which would imply an intent to influence or change control of the issuer. This is a standard practice for passive investment funds.
• The use of convertible loans and warrants is a common financing mechanism in the mining industry, providing capital to companies while offering investors potential equity upside.

Stakeholder Impact

• Shareholders: The continued significant stake by Orion Resource Partners may be viewed positively as a vote of confidence. Potential future dilution from warrant exercise/convertible loan conversion is noted, though capped at 9.99% for now.
• Creditors: The convertible loan represents a debt instrument that can convert to equity, potentially reducing future debt obligations if converted.

Next Steps

• Orion Resource Partners may increase its ownership cap to 19.99% after providing 60 days' notice to i-80 Gold Corp.
• Future conversion of the $50,000,000 convertible loan and exercise of warrants into Common Shares by Orion Resource Partners.

Key Dates

Keywords

i-80 Gold Corp., Orion Resource Partners, Schedule 13G, Beneficial Ownership, Common Shares, Warrants, Convertible Loan, Mining, Gold, Investment Advisor, SEC Filing, Equity Stake