| Item 1. | |
| (a) | Name of issuer:
i-80 Gold Corp. |
| (b) | Address of issuer's principal executive offices:
5190 Neil Road, Suite 460, Reno, Nevada, 89502 |
| Item 2. | |
| (a) | Name of person filing:
This Statement is filed on behalf of Orion Resource Partners (USA) LP (the "Reporting Person"). The Reporting Person serves as investment advisor to each of Orion Mine Finance Fund II, LP, a Bermuda exempted limited partnership ("Fund II"), and Orion Mine Finance Fund III LP, a limited partnership existing under the laws of the Cayman Islands ("Fund III"). Based on the relationships described herein, the Reporting Person may be deemed to have voting and investment control over the Common Shares reported herein. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of the Reporting Person is 1045 Avenue of the Americas, New York, NY 10018. |
| (c) | Citizenship:
The Reporting Person is a Delaware limited partnership. |
| (d) | Title of class of securities:
Common Shares, no par value |
| (e) | CUSIP No.:
44955L106 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of March 31, 2025, the Reporting Person may be deemed the beneficial owner of 46,906,880 Common Shares. This amount includes (i) 9,342,887 Common Shares held directly by Fund II; (ii) 11,384,464 Common Shares held directly by Fund III; and (iii) 26,179,529 Common Shares the Reporting Person has the right to acquire upon exercise of warrants ("Warrants") or conversion of $50,000,000 in principal, plus accrued interest, of a convertible loan (the "Convertible Loan"), subject to the Blocker (as defined herein). The Issuer shall not issue any Common Shares pursuant to the terms of the Warrants and Convertible Loan to the extent that any such issuance would result in the Reporting Person and its affiliates, if acting as a group and required to aggregate their beneficial ownership of Common Shares pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), owning more than 9.99% of the issued and outstanding Common Shares immediately after giving effect to such issuance, subject to a potential increase to a 19.99% cap provided that any increase will not be effective until at least 60 days after the Reporting Person delivers notice of such increase to the Issuer (the "Blocker"). |
| (b) | Percent of class:
As of March 31, 2025, the Reporting Person may be deemed the beneficial owner of approximately 9.99% of the Common Shares outstanding. This percentage is based on the sum of (i) 443,358,810 Common Shares outstanding as of March 31, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2025, and (ii) 26,179,529 Common Shares the Reporting Person has the right to acquire upon exercise of Warrants or conversion of the Convertible Loan, subject to the Blocker, which have been added to the total Common Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
46,906,880
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| | (ii) Shared power to vote or to direct the vote:
0
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| | (iii) Sole power to dispose or to direct the disposition of:
46,906,880
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| | (iv) Shared power to dispose or to direct the disposition of:
0
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The responses to Items 2 and 4 are incorporated by reference herein. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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