i-80 Exchanges Interest in South Arturo JV for NGM’s Lone Tree, Buffalo Mountain

Nevada Gold Mines (NGM) has entered into a definitive asset exchange agreement to acquire i-80 Gold Corp.’s 40% interest in the South Arturo Joint Venture that NGM does not already own as well as a low-cost option to acquire the adjacent Rodeo Creek exploration property, in exchange for the Lone Tree and Buffalo Mountain properties and infrastructure, which are currently on care and maintenance. The exchange transaction was effective June 1.

This will give NGM, a joint venture between Barrick Gold Corp. and Newmont Corp., 100% ownership in the South Arturo Property, providing the company with flexibility to pursue potential operational synergies with its other Nevada properties.

Additionally, i-80 has entered into a private placement commitment with NGM where NGM will acquire up to a 9.9% interest in new i-80 treasury common shares for aggregate proceeds not to exceed $50 million, and a non-binding term sheet with Orion Mine Finance for up to $240 million in acquisition and development financing. Equinox Gold Corp. has also indicated it will participate in the equity private placement through the exercise of a portion of its anti-dilute rights.

At the closing of the asset exchange, NGM will reimburse i-80 an amount of approximately $7.3 million for certain expenditures previously advanced in relation to the South Arturo Property.

i-80 has also entered into an acquisition agreement to acquire the Ruby Hill mine from affiliates of Waterton Global Resource Management.

These two transactions are designed to position i-80 Gold as a prominent, stand alone, gold producer in the state of Nevada, according to the company.

“These transformational acquisitions result in a significant increase in the company’s mineral resource base, and position i-80 to become one of the largest gold producers in the state of Nevada with the capacity to process refractory and oxide mineralization,” i-80 CEO Ewan Downie said. “Importantly, i-80 gains a strategic advantage becoming one of only three companies in Nevada with infrastructure to process refractory mineral resources once the Lone Tree facility has been retrofitted to suit the company’s deposits. We believe that this will allow i-80 to overcome a crucial barrier to entry that most of our peers face.”

In the interim, NGM has agreed to provide processing capacity for i-80 mineral resources from the McCoy Cove, Granite Creek and Ruby Hill mines at its autoclave facilities until the earlier of three years from closing of the asset exchange and the date the Lone Tree facility becomes operational. It will also provide i-80 with processing capacity for ore produced from the McCoy Cove mine at its roaster facilities for 10 years.

The Lone Tree property is midway between i-80’s Granite Creek and McCoy-Cove projects. The transaction with NGM will provide i-80 with processing infrastructure including an autoclave, CIL mill, and a heap-leach facility complete with assay lab and gold refinery, and also includes interim processing arrangements.

The producing Ruby Hill mine is host to multiple deposits and refractory mineralization from Ruby Hill is expected to be trucked to the Lone Tree Complex for processing following its refurbishment.

“The Lone Tree and Ruby Hill acquisitions will provide i-80 with substantial gold and silver resources and an opportunity to build a mid-tier gold producing company entirely within in the state of Nevada,” i-80 President and COO Matthew Gili said. “Ruby Hill is host to multiple gold, silver, and poly-metallic deposits that remain wide open for expansion and is expected to be a major contributor to our goal of becoming the second largest producer in Nevada.”

The transaction allows NGM to consolidate production from the South Arturo open pit and the El Niño underground in the short term and capture 100% of the longer-term upside on both orebodies.

“This is a win-win transaction for both Nevada Gold Mines and i-80” said Greg Walker, executive managing director of NGM. “Through the acquisition of Lone Tree, an asset not being utilized by NGM has become a transformational asset for i-80. In return, NGM’s acquisition of i-80’s 40% of the South Arturo Joint Venture secures additional ounces with both open-pit and underground optionality for our Carlin operation.”

i-80 Gold will assume the environmental liabilities for the Lone Tree and Buffalo Mountain properties and will be responsible for securing replacement closure bonding and a release of NGM’s existing bonds. Similarly, NGM will assume the environmental liabilities and bonding obligations for South Arturo and Rodeo Creek.