i-80 Gold Corp. (TSX:IAU) entered into a definitive arrangement agreement to acquire Paycore Minerals Inc. (TSXV:CORE) from Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC for CAD 84.9 million on February 26, 2023. Pursuant to the Transaction, Paycore shareholders will receive 0.68 of an i-80 common share for each Paycore Share held. Based on the Exchange Ratio, upon completion of the Transaction, existing i-80 shareholders will own approximately 90% and former Paycore shareholders will own approximately 10% of the combined company, on a fully diluted in the-money basis. The Agreement includes, among other things, customary representations, warranties and covenants, including a non-solicitation provision, a right to match superior proposals in favour of i-80, as well as a termination fee of approximately CAD 3.3 million payable by Paycore under certain customary circumstances.

The Transaction is expected to be structured as a plan of arrangement under the Business Corporations Act (Ontario) and, in addition to other customary closing conditions, is subject to regulatory, stock exchange and court approvals or orders. The Transaction will require the approval of (i) two-thirds of the votes cast by Paycore shareholders at a special shareholder meeting and (ii) if required, a simple majority of the votes cast by Paycore shareholders at the special shareholder meeting, excluding the votes held by certain persons as required by Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions. Officers, directors and certain shareholders of Paycore including Waterton, who collectively hold approximately 29% of Paycore Shares, have entered into voting support agreements in favour of the Transaction. The transaction also subject to approval of listing and posting for trading on the NYSE and the TSX; and all necessary filings pursuant to the HSR Act shall have been made and all applicable waiting periods thereunder shall have expired or been terminated. Transaction is unanimously approved by the board of i-80 Gold and Paycore. Transaction has support from Paycore's largest shareholder, Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC ("Waterton"), which holds approximately 25% of the outstanding Shares of Paycore. The special meeting of shareholders of Paycore to approve the transaction is expected to be held in late April 2023. As of April 25, 2023, the shareholders of Paycore approved the transaction. Paycore is scheduled to seek a final order from the Ontario Superior Court (Commercial List) approving the arrangement on May 2, 2023. The transaction is expected to close on May 9, 2023. As of April 25, 2023, the arrangement is anticipated to be completed in the first week of May 2023.

Abbas Ali Khan of Bennett Jones LLP is acting as legal counsel to i-80. Karen A. Murray of Fogler, Rubinoff LLP is acting as legal counsel to Paycore. CIBC World Markets Inc. is acting as financial advisor to Paycore. Haywood Securities Inc. has provided a fairness opinion to the special committee of the Board of Directors of Paycore.

i-80 Gold Corp. (TSX:IAU) completed the acquisition of Paycore Minerals Inc. (TSXV:CORE) from Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC on May 5, 2023. Paycore's common shares are expected to be de-listed from the TSX Venture Exchange within three to five business days.