I 80 Gold : Management's Discussion and Analysis of Operations and Financial Condition For the year ended December 31, 2021

Management's Discussion and Analysis of Operations and Financial Condition

For the year ended December 31, 2021

Table of Contents

Highlights ................................................................................................................................................................................................................

3

FourthQuarterand Year to Date .......................................................................................................................................................................

3

OVERVIEW .......................................................................................................................................................................................

4

Company Overview ..............................................................................................................................................................................................

4

Recent Events ........................................................................................................................................................................................................

4

Disposal Group Classified as Held For Sale and Discontinued Operations .........................................................................................

8

Plan of Arrangement with Equinox Gold ........................................................................................................................................................

8

Granite Creek Acquisition (Osgood Mining Company and Christison) .................................................................................................

8

Previous Financing Agreements ......................................................................................................................................................................

9

Functional and Presentation Currency ...........................................................................................................................................................

10

COVID-19 ..........................................................................................................................................................................................

10

RESULTS OF OPERATIONS ........................................................................................................................................................

10

Three Month Results ............................................................................................................................................................................................

10

Twelve Month Results ..........................................................................................................................................................................................

11

Selected Quarterly Information .........................................................................................................................................................................

12

Continuing Operations, Lone Tree and Ruby Hill ........................................................................................................................................

12

Discontinued Operations, South Arturo .........................................................................................................................................................

12

Exploration, Evaluation and Pre-development, Granite Creek and McCoy-Cove ...............................................................................

14

FINANCIAL POSITION ...................................................................................................................................................................

17

Balance Sheet Review .........................................................................................................................................................................................

17

Liquidity and Capital Resources .......................................................................................................................................................................

18

RELATED PARTY TRANSACTIONS ..........................................................................................................................................

20

Related Party Balances .......................................................................................................................................................................................

20

COMMITMENTS AND CONTINGENCIES ..................................................................................................................................

20

Environmental Rehabilitation Provision .........................................................................................................................................................

20

Surety Bonds ..........................................................................................................................................................................................................

21

Option Agreements ..............................................................................................................................................................................................

21

Changes to Other Agreements ..........................................................................................................................................................................

22

Off Balance Sheet Arrangements .....................................................................................................................................................................

22

CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES, POLICIES AND CHANGES ............................................

22

Significant Accounting Judgements and Estimates ...................................................................................................................................

22

NON-IFRS FINANCIAL PERFORMANCE MEASURES ...........................................................................................................

24

RISKS AND RISK MANAGEMENT ..............................................................................................................................................

26

Financial Instruments and Related Risks .......................................................................................................................................................

26

Management of Capital Risk ..............................................................................................................................................................................

27

Risks and Uncertainties ......................................................................................................................................................................................

28

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING .............................................

34

Disclosure Controls and Procedures ..............................................................................................................................................................

34

Internal Control over Financial Reporting .....................................................................................................................................................

34

Limitations of Controls and Procedures ........................................................................................................................................................

34

TECHNICAL INFORMATION ........................................................................................................................................................

35

CAUTIONARY STATEMENT ON FORWARD LOOKING STATEMENTS ............................................................................

35

ADDITIONAL INFORMATION .......................................................................................................................................................

35

Management's Discussion and Analysis of Operations and Financial Condition

This Management's Discussion and Analysis of Operations and Financial Condition ("MD&A") of i-80 Gold Corp. (the "Company" or "i-80 Gold") should be read in conjunction with the Company's audited consolidated financial statements (the "Financial Statements") for the twelve months ended December 31, 2021, and the notes thereto. The Company's Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). Unless otherwise stated, all amounts discussed herein are denominated in U.S. dollars. This MD&A was prepared as of March 28, 2022, and all information is current as of such date. Readers are encouraged to read the Company's public information filings on SEDAR atwww.sedar.com.

This discussion provides management's analysis of the Company's historical operating and financial results and provides estimates of future operating and financial performance based on information currently available. Actual results may vary from estimates and the variances may be significant. Readers should be aware that historical results are not necessarily indicative of future performance. Cautionary statements regarding forward-looking information and mineral reserves and mineral resources can be found in the Sections titled "Cautionary Statements on Forward-Looking Statements" and "Technical Information" in this MD&A.

The Company has included certain non-IFRS financial performance measures, which the Company believes, that together with measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company. Non-IFRS financial performance measures do not have any standardized meaning prescribed under IFRS, and therefore they may not be comparable to similar non-IFRS financial performance measures employed by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Descriptions and reconciliations associated with the non-IFRS financial performance measures can be found in the section titled "Non-IFRS Financial Performance Measures" in this MD&A.

Highlights

Fourth Quarter

• • Completed the asset swap with Nevada Gold Mines for the Company's 40% interest in South Arturo in exchange for Lone Tree resulting in a one-time after tax gain of $106.7 million

• • Completed the acquisition of the Ruby Hill Mine

• • Closed private equity placement for gross proceeds of $81.4 million

• • Completed the financing package with Orion and Sprott and funded $60 million against the convertible debt

• • Continued pre-development of the underground resource at Granite Creek

Year to Date

• • Production of 14,330 ounces of gold and 1,715 ounces of silver from 40% share of South Arturo

• • Sales of 17,848 ounces of gold at an average realized price1 of $1,792 per ounce

• • Cash costs1 of $1,084 per ounce of gold sold

• • AISC1 of $1,296 per ounce of gold sold

• • Revenue from discontinued operations of $32.0 million

• • Income from discontinued operations of $11.6 million

• • Completed the spin-out from Premier Gold Mines Limited and the acquisition of Granite Creek from Waterton

• • Completed private placements and equity financing of $103.1 million and $63.7 million respectively

______________________________________________________________________________________________

1 See "Non-IFRS Financial Performance Measures" section of this MD&A.

OVERVIEW

Company Overview

i-80 Gold is a Nevada focused, growth-oriented gold and silver producer engaged in the exploration, development and production of gold and silver deposits. In the fourth quarter of 2021, the Company completed an asset exchange with Nevada Gold Mines and the acquisition of the Ruby Hill Mine, adding these producing mines to its other principal assets, the Granite Creek and McCoy-Cove Projects.

The Company was incorporated on November 10, 2020, in the province of British Columbia, Canada. The Company's common shares are listed on the Toronto Stock Exchange ("TSX") under the symbol IAU and on the OTCQX Best Market under the symbol IAUCF, and its head office is located at Suite 460, 5190 Neil Road, Reno, Nevada, 89502.

RECENT EVENTS

In October 2021, the Company completed the closing of several agreements to create a comprehensive Nevada mining complex through an Asset Exchange Agreement ("Asset Exchange") with Nevada Gold Mines LLC ("NGM"), the acquisition of the Ruby Hill Mine from Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC ("Waterton" and "Ruby Hill"), and related equity and financing agreements with NGM, Equinox Gold Corp ("Equinox") and Orion Resource Partners ("Orion"). Each of these transactions are explained more fully below.

Asset Exchange with Nevada Gold Mines LLC

On October 14, 2021, the Company completed the Asset Exchange with NGM (a joint-venture between Barrick Gold Corporation and Newmont Corporation). The Asset Exchange resulted in the Company acquiring the Lone Tree and Buffalo Mountain gold deposits and certain processing infrastructure, including an autoclave, from NGM in consideration for: (i) the Company's 40% ownership in the South Arturo Property; (ii) assignment of i-80 Gold's option to acquire the adjacent Rodeo Creek exploration property; (iii) contingent consideration of up to $50 million based on production from the Lone Tree property; and (iv) arrangement of substitute bonding in respect of the Lone Tree and Buffalo Mountain reclamation obligations. The Lone Tree and Buffalo Mountain Properties were acquired by i-80 Gold's wholly-owned subsidiary Goldcorp Dee LLC ("Goldcorp Dee").

In connection with the Asset Exchange, NGM also participated in a non-brokered private equity placement ("private placement") for 22,757,393 common shares of the Company which resulted in NGM owning approximately 9.9% of i-80 Gold following the closing of the private placement. The common shares were issued at a price of C$2.62 per common share for proceeds of approximately C$59.6 million ($47.4 million). The issue price of C$2.62 was the five-day volume-weighted average trading price of the Company's common shares on the Toronto Stock Exchange ("TSX") ending on September 2, 2021, which was the last trading date prior to the date of announcing the Asset Exchange. The private equity placement with NGM was part of a larger non-brokered private placement offering of common shares by i-80 (See "Private Placement" discussed below), which included Orion, and Equinox, who holds a right to exercise its anti-dilution rights.

NGM also reimbursed i-80 approximately $7.3 million for amounts previously advanced by i-80 Gold for the autonomous truck haulage test work completed at South Arturo and for funds advanced by i-80 Gold that have not been used for reclamation activities.

The transaction with NGM provides i-80 Gold with important processing infrastructure including an autoclave, carbon-in-leach mill, flotation mill, a heap leach facility, an assay lab and gold refinery, a tailings dam, waste dump, and several buildings including a warehouse, maintenance shop and administration building. The Lone Tree infrastructure is located near interstate highway 80 as well as the Nevada northern railway and is approximately midway between i-80 Gold's Granite Creek and McCoy-Cove projects. Buffalo Mountain is located approximately 6 miles southwest of Lone Tree. NGM will provide i-80 Gold with interim processing capacity at its autoclave facilities, while the Lone Tree autoclave is being retrofitted, until the earlier of the three-year anniversary of the Asset Exchange and such time that the Lone Tree facility is operational and at its roaster facilities for a period of 10-years, subject in each case to extension by mutual agreement. If the Company restarts the processing of ore at Lone Tree, NGM will be entitled to receive the following contingent payments of up to $50 million subject to the terms and conditions of the contingent consideration agreement:

• a. An amount equal to $25.00 per recovered gold equivalent mineral reserve ounce identified in the feasibility study (the "Feasibility Study") for the restart of mining at the Lone Tree mine ("Initial Contingent Consideration"), payable in two equal installments six months and 18 months following the later of commencement of commercial production at Lone Tree and the completion of the Feasibility Study; and

• b. An amount equal to $25.00 per ounce of produced gold in excess of the number of recovered gold equivalent mineral reserve ounces (the "Continuing Contingent Consideration"), payable within five days after the end of each calendar quarter during which a payment of Continuing Contingent Consideration accrues, provided that the aggregate of the Initial Contingent Consideration and the Continuing Contingent Consideration does not exceed $50 million.

The legal transfer was effective June 1, 2021 and as such, the Company obtained the free cash flow from Lone Tree's operations from June 1, 2021 until October 14, 2021 and in exchange, NGM obtained the free cash flow of South Arturo's operation from June 1, 2021 until October 14, 2021. NGM also entered into a Subscription Agreement where NGM subscribed to $47.4 million in the Company's common shares.

The Company determined that the Asset Exchange represents an asset acquisition. Transaction costs incurred with respect to the Asset Exchange totaled $3.3 million.

The disposal of the Company's 40% interest in South Arturo created no gain or loss of control.

Components of consideration paid:	$ million
Book value of South Arturo asset	$	42.8
NGM reimbursement	(7.3)
Transaction costs	3.3
Transfer payment	1.8
Total consideration	$	40.6

The underlying assets purchased and liabilities assumed were recorded at cost allocated based upon their relative fair values at the date of purchase. The table below presents the values of the assets purchased and liabilities assumed on the date of acquisition:

Net assets (liabilities) acquired:	$ million
Cash	$	1.1
Inventory	3.5
Property, plant and equipment	166.5
Mineral property interests	65.5
Provision for environmental rehabilitation	(60.5)
Fair value of net assets acquired - Gross of tax	$	176.1
Taxes payable	(1.1)
Deferred tax liability	(27.7)
Fair value of net assets acquired - Net of tax	$	147.3

The fair value of property, plant and equipment, mineral property interests, and the provision for environmental rehabilitation were estimated using discounted cash flow models, comparable transactions, and other market-based information. Expected future cash flows are based on estimates of future gold and silver prices and projected revenues, estimated quantities of mineral reserves and mineral resources, expected future production costs and capital expenditures based on life-of-mine plans at the acquisition date. The fair value of inventory was based on forward gold prices and the cost to complete in determining the net realizable value.

Income statement impact:	$ million
Gain arising on asset exchange - Gross of tax	$	135.5
Income tax expense	(28.8)
Total gain arising on asset exchange - Net of tax	$	106.7

For contingent consideration and payments, an accounting policy choice exists and an entity may recognize a liability for the expected variable payments at the time control of the underlying asset is obtained or they may only recognize such a liability as the related activity that gives rise to the variability occurs. For the Asset Exchange, management has not recognized a liability for contingent payments as the conditions required for these payments have not been met as of the date the assets were acquired.

Ruby Hill Acquisition

On October 18, 2021, the Company completed the acquisition of Ruby Hill Mining Company, LLC ("Ruby Hill"). The Ruby Hill property is host to a producing open pit mine and multiple deposits that contain gold and silver resources, and potential for significant base metal mineralization.

The Company acquired 100% of the issued and outstanding shares of Ruby Hill for payment of $75 million in cash, 3,191,358 common shares of the Company valued at $8 million, and future milestone payments of up to $67 million that are subject to an early prepayment option that could reduce the milestone payments to $47 million.

The four milestone payments and corresponding early prepayment options are as follows: