Contango Ore Announces $50 Million Underwritten Offering of Common Stock and Pre-funded Warrants

Rhea-AI Summary

Contango ORE (NYSE:CTGO) priced an underwritten offering to raise approximately $50 million gross by selling 1,678,206 common shares at $24.96 and pre-funded warrants for 325,000 shares at $24.95.

Contango intends to use about $45.0 million to buy back gold hedge contracts and about $700,000 to purchase gold put contracts; closing expected on or about February 12, 2026.

Positive

• Aggregate gross proceeds of approximately $50 million
• Planned use of ~$45.0 million to buy back gold hedge contracts
• Planned purchase of $700,000 in gold put contracts for downside protection

Negative

• Issuance of 1,678,206 Shares and 325,000 Pre-funded Warrants will increase shares outstanding
• Gross proceeds stated before underwriting discounts, commissions and offering expenses

Key Figures

Common shares offered: 1,678,206 Shares Offering price per share: $24.96 per Share Pre-funded warrants: 325,000 warrants +5 more

8 metrics

Common shares offered 1,678,206 Shares Underwritten offering to two institutional investors

Offering price per share $24.96 per Share Pricing of common stock in the Offering

Pre-funded warrants 325,000 warrants Pre-funded warrants to purchase Shares

Pre-funded warrant price $24.95 per Pre-funded Warrant Equals share price less exercise price

Exercise price $0.01 per Share Exercise price of each Pre-funded Warrant

Gross proceeds approximately $50 million Aggregate gross proceeds before fees and warrant exercise

Hedge buyback allocation $45,000,000 Intended use of net proceeds to buy back gold hedge contracts

Gold puts allocation $700,000 Intended use of net proceeds to buy gold put contracts

Market Reality Check

Price: $28.80 Vol: Volume 188,312 is 0.69x i...

low vol

$28.80 Last Close

Volume Volume 188,312 is 0.69x its 20-day average of 274,175 shares. low

Technical Price $28.80 is above the $22.54 200-day moving average and 16.23% below the 52-week high.

Peers on Argus

CTGO showed a modest 0.66% gain pre-news while momentum scanners flagged peers l...

3 Up

CTGO showed a modest 0.66% gain pre-news while momentum scanners flagged peers like VGZ and HYMC moving ~4–5% up. However, sector_momentum is not classified as a coordinated move, and CTGO’s action appears more company-specific than part of a broad gold-sector rotation.

Previous Offering Reports

4 past events · Latest: Sep 26 (Positive)

Same Type Pattern 4 events

Date	Event	Sentiment	Move	Catalyst
Sep 26	Equity offering close	Positive	+1.1%	Closed <b>$50M</b> offering of stock and pre-funded warrants for key projects.
Sep 25	Equity offering announce	Negative	-2.8%	Announced <b>$50M</b> stock and pre-funded warrant offering for project funding.
Jun 11	Offering pricing	Negative	-21.2%	Priced <b>$15M</b> underwritten offering of units with warrants attached.
Jun 10	Offering announcement	Negative	-21.2%	Announced underwritten stock and warrant offering for corporate purposes.

Pattern Detected

For prior offering news, the average 24h move was -11.01%, indicating capital raises have often coincided with pressure on the share price.

Recent Company History

Recent history for Contango centers on repeated equity offerings to fund project advancement. In June 2024 and September 2025, the company announced and priced underwritten offerings, including two $50 million raises tied to Lucky Shot and Johnson Tract development. Price reactions around those events ranged from small gains to steep double-digit declines. Today’s offering again targets project and balance-sheet objectives, fitting a pattern of using equity to finance growth and strategic initiatives.

Historical Comparison

offering

-11.0 %

Average Historical Move

Historical Analysis

In the past 2 years, CTGO issued 4 offering-related releases with an average -11.01% 24h move, showing equity raises have often been met with weakness.

Typical Pattern

Offering history shows repeated equity raises from 2024 to 2025 funding Lucky Shot and Johnson Tract, with the new 2026 raise shifting proceeds toward hedge management and risk protection.

Market Pulse Summary

This announcement details a new equity financing of about $50 million in common stock and pre-funded...

Analysis

This announcement details a new equity financing of about $50 million in common stock and pre-funded warrants, with most net proceeds earmarked to repurchase roughly $45,000,000 of gold hedge contracts and about $700,000 of put options. Historically, Contango has relied on similar offerings to advance Lucky Shot and Johnson Tract. Investors may watch how this raise affects hedge exposure, project funding flexibility, and future financing needs relative to past offering-related price reactions averaging -11.01%.

Key Terms

underwritten offering, pre-funded warrants, exercise price, shelf registration statement, +2 more

6 terms

underwritten offering financial

"it has priced its underwritten offering (the "Offering") of common stock"

An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.

pre-funded warrants financial

"pre-funded warrants to purchase 325,000 Shares at a purchase price of $24.95"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

exercise price financial

"less the $0.01 exercise price per Share of each Pre-funded Warrant"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

shelf registration statement regulatory

"The Offering is being made pursuant to an effective shelf registration statement"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"effective shelf registration statement on Form S-3 (File No. 333-283285)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A final prospectus supplement and the accompanying prospectus relating to"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

FAIRBANKS, Ala., Feb. 11, 2026 /PRNewswire/ - Contango ORE, Inc. ("Contango" or the "Company") (NYSE American: CTGO), is pleased to announce that it has priced its underwritten offering (the "Offering") of common stock (the "Shares") of the Company consisting of 1,678,206 Shares at an offering price of $24.96 per Share to two institutional investors. In the Offering, Contango also offered pre-funded warrants to purchase 325,000 Shares at a purchase price of $24.95 per Share (the "Pre-funded Warrants"), which equals the offering price per Share less the $0.01 exercise price per Share of each Pre-funded Warrant. Aggregate gross proceeds from the Offering will be approximately $50 million, before deducting underwriting discounts and commissions and other offering expenses, and excluding the exercise of the Pre-funded Warrants. All the Shares and Pre-funded Warrants in the Offering are to be sold by Contango. The closing of the Offering is expected to occur on or about February 12, 2026, subject to the satisfaction of customary closing conditions.

The Company intends to use approximately $45,000,000 of the net proceeds to buy back gold hedge contracts and approximately $700,000 of the net proceeds to buy gold put contracts for downside protection. Any remaining proceeds will also be used for general corporate purposes, including working capital.

Canaccord Genuity is acting as Sole Bookrunner for the Offering.

The Offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-283285) previously filed with the U.S. Securities and Exchange Commission ("SEC") and declared effective on November 27, 2024. The Shares and the Pre-funded Warrants may be offered only by means of a prospectus. A final prospectus supplement and the accompanying prospectus relating to and describing the terms of the Offering, which form a part of the effective registration statement, will be filed with the SEC and available on the SEC's website at www.sec.gov/edgar. When available, copies of the final prospectus supplement and accompanying prospectus relating to the Offering may also be obtained by contacting Canaccord Genuity LLC, Attention: Syndication Department, 1 Post Office Square, 30th Floor, Boston, MA 02109, or by email at prospectus@cgf.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

ABOUT CONTANGO

Contango is a NYSE American listed company that engages in exploration for and development of gold and associated minerals in Alaska. Contango holds a 30% interest in Peak Gold, LLC (the "Peak Gold JV"), which leases approximately 675,000 acres of land for exploration and development on the Manh Choh project, with the remaining 70% owned by KG Mining (Alaska), Inc., an indirect subsidiary of Kinross Gold Corporation, operator of the Peak Gold JV. The Company and its subsidiaries also have (i) a lease on the Johnson Tract project from the underlying owner, Cook Inlet Region, Inc.; (ii) a lease on the Lucky Shot project from the underlying owner, Alaska Hardrock Inc.; (iii) a 100% interests held through it wholly owned subsidiary Contango Minerals Alaska, LLC in approximately 145,280 acres of State of Alaska mining claims; and (iv) a 100% interest held through its wholly owned subsidiary Avidian Gold Alaska Inc. in approximately 11,711 acres of State of Alaska mining claims and leases, including a lease of approximately 3,380 acres at Amanita. Additional information can be found on our web page at www.contangoore.com.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements regarding Contango that are intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995, based on Contango's current expectations and includes statements regarding the anticipated closing of the Offering, the expected gross proceeds from the Offering and the expected use of proceeds from the Offering, the assumptions upon which estimates are based and other expectations, beliefs, plans, objectives, assumptions, strategies or statements about future events or performance (often, but not always, using words such as "expects", "projects", "anticipates", "plans", "estimates", "potential", "possible", "probable", or "intends", "believe," "ensure," "if," "intend," "forecasts," "predict," "outlook," "aim," "will," "could," "should," "would," "seek," "may," "might," "likely," "plan," "positioned," "strategy," "continue," "future," "going forward," "designed to," "proposed," "contemplate," and similar expressions or other words of similar meaning, and the negatives thereof, or stating that certain actions, events or results "may", "will", "should", or "could" be taken, occur or be achieved). However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking statements are based on current expectations, estimates and projections that involve risks and uncertainties, which could cause actual results to differ materially from those reflected in the statements.  These risks include, but are not limited to: the timing of the Offering, satisfaction of customary closing conditions related to the Offering and sale of the Shares and the accompanying Pre-funded Warrants, and Contango's ability to complete the Offering; the results of unwinding hedging contracts; the risks of the exploration and mining industry (for example, operational risks in exploring for, developing mineral reserves; risks and uncertainties involving geology; the speculative nature of the mining industry; the uncertainty of estimates and projections relating to future production, costs and expenses; the volatility of natural resources prices, including prices of gold and associated minerals; the existence and extent of commercially exploitable minerals in properties acquired by Contango or the Peak Gold JV; ability to realize the anticipated benefits of the Peak Gold JV; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; the interpretation of exploration results and the estimation of mineral resources; the loss of key employees or consultants; health, safety and environmental risks and risks related to weather and other natural disasters); uncertainties as to the availability and cost of financing; Contango's inability to retain or maintain its relative ownership interest in the Peak Gold JV; inability to realize expected value from acquisitions; inability of our management team to execute its plans to meet its goals; the extent of disruptions caused by an outbreak of disease; and the possibility that government policies may change, political developments may occur or governmental approvals may be delayed or withheld, including as a result of presidential and congressional elections in the U.S. or the inability to obtain mining permits. Additional information on these and other factors which could affect Contango's exploration program or financial results are included in Contango's other reports on file with the SEC.  Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from the projections in the forward-looking statements.  Forward-looking statements are based on the estimates and opinions of management at the time the statements are made.  Contango does not assume any obligation to update forward-looking statements should circumstances or management's estimates or opinions change.

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SOURCE Contango Ore

FAQ

What did Contango ORE (CTGO) announce in the February 11, 2026 offering?

Contango priced an offering to raise about $50 million by selling shares and pre-funded warrants. According to the company, the sale includes 1,678,206 shares at $24.96 and pre-funded warrants for 325,000 shares at $24.95.

How will Contango ORE (CTGO) use the proceeds from the $50 million offering?

Contango plans to use approximately $45.0 million to repurchase gold hedge contracts and $700,000 to buy gold put protection. According to the company, remaining proceeds will fund general corporate purposes and working capital.

When is the closing date for Contango ORE's (CTGO) underwritten offering?

The offering closing is expected on or about February 12, 2026, subject to customary closing conditions. According to the company, final timing depends on satisfying those standard closing conditions.

Who is underwriting the Contango ORE (CTGO) offering and how was it structured?

Canaccord Genuity is acting as sole bookrunner for the underwritten offering of shares and pre-funded warrants. According to the company, the offering was placed with two institutional investors at the stated prices.

Will the offering immediately dilute Contango ORE (CTGO) shareholders?

The offering involves issuance of 1,678,206 shares and pre-funded warrants for 325,000 shares, which will increase outstanding instruments. According to the company, the pre-funded warrants have a $0.01 exercise price per share.