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

Rhea-AI Summary

Contango ORE (NYSE:CTGO) closed an underwritten offering of common stock and pre-funded warrants on February 12, 2026, raising approximately $50 million in gross proceeds. The offering sold 1,678,206 shares at $24.96 per share and pre-funded warrants for 325,000 shares at $24.95 each.

The company intends to use about $45,000,000 of net proceeds to buy back gold hedge contracts and approximately $700,000 to purchase gold put contracts for downside protection; remaining funds will support general corporate purposes and working capital.

Positive

• Approximately $50M gross proceeds raised
• $45.0M allocated to buy back gold hedge contracts
• $700K allocated to buy gold put contracts for downside protection

Negative

• Issuance of 1,678,206 shares plus 325,000 pre-funded warrants may dilute existing shareholders
• Net proceeds reduced by underwriting discounts, commissions, and offering expenses

Key Figures

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

8 metrics

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

Common share price $24.96 per share Offering price for common stock

Pre-funded warrants 325,000 warrants Pre-funded warrants to purchase common shares

Warrant purchase price $24.95 per warrant Purchase price for pre-funded warrants

Gross proceeds approximately $50 million Aggregate gross proceeds before expenses

Hedge buyback allocation $45,000,000 Net proceeds to buy back gold hedge contracts

Gold puts allocation $700,000 Net proceeds to buy gold put contracts

Warrant exercise price $0.01 per share Exercise price of each pre-funded warrant

Market Reality Check

Price: $26.49 Vol: Volume 205,824 is below t...

normal vol

$26.49 Last Close

Volume Volume 205,824 is below the 272,384 share 20-day average (relative volume 0.76). normal

Technical Trading above 200-day MA with price at 29.23 vs 200-day MA of 22.62, well off the 8.85–34.38 52-week range extremes.

Peers on Argus

CTGO is up 0.94% while key gold peers like HYMC, USAU, GORO and GLDG show declin...

CTGO is up 0.94% while key gold peers like HYMC, USAU, GORO and GLDG show declines (down to about -6.89%), indicating a stock-specific reaction rather than a sector-wide move.

Previous Offering Reports

5 past events · Latest: Feb 11 (Negative)

Same Type Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 11	Offering announced	Negative	+0.9%	Announced $50M underwritten offering of shares and pre-funded warrants.
Sep 26	Offering closed	Negative	+1.1%	Closed $50M underwritten public offering for Lucky Shot and Johnson Tract.
Sep 25	Offering announced	Negative	-2.8%	Announced $50M underwritten public offering to fund key projects.
Jun 11	Offering priced	Negative	-21.2%	Priced $15M underwritten unit offering with warrants for exploration work.
Jun 10	Offering announced	Negative	-21.2%	Announced underwritten offering of common stock and warrants under shelf.

Pattern Detected

Historically, equity offerings for CTGO have often led to negative price reactions, with an average move of about -8.62%, though a few events showed positive divergence.

Recent Company History

Recent history shows a series of equity offerings supporting Contango’s growth plans. Prior deals in 2024 and 2025 raised $15M and repeated $50M tranches, mainly to fund Lucky Shot and Johnson Tract development. The latest announcement on Feb 11, 2026 priced the current $50M raise, with use of proceeds focused on gold hedge buybacks and put protection. Today’s closing news follows that pattern of funding operational and risk-management objectives via stock and pre-funded warrants.

Historical Comparison

offering

-8.6 %

Average Historical Move

Historical Analysis

Past CTGO offerings (5 events) averaged about -8.62% moves. The latest offering-related move of 0.94% has been relatively mild versus that history.

Typical Pattern

Series of equity offerings, including multiple $50M raises and a $15M unit deal, used to advance Lucky Shot and Johnson Tract and now to restructure gold hedging.

Market Pulse Summary

This announcement details the closing of a roughly $50 million underwritten offering of 1,678,206 sh...

Analysis

This announcement details the closing of a roughly $50 million underwritten offering of 1,678,206 shares and 325,000 pre-funded warrants, priced at $24.96 and $24.95 respectively. Net proceeds are earmarked mainly to repurchase gold hedge contracts (about $45,000,000) and acquire downside protection via gold puts (about $700,000). Historically, Contango has relied on similar offerings to fund growth and risk management, so tracking future capital allocation and any follow-on financings remains important.

Key Terms

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

6 terms

underwritten offering financial

"it has closed its previously announced 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 per Share"

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

"equals the offering price per Share 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 was made pursuant to an effective shelf registration statement on Form S-3"

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 and describing the terms"

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. 12, 2026 /PRNewswire/ - Contango ORE, Inc. ("Contango" or the "Company") (NYSE American: CTGO), is pleased to announce that it has closed its previously announced 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 are approximately $50 million, before deducting underwriting discounts and commissions and other offering expenses, and excluding the exercise of the Pre-funded Warrants.

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 acted as Sole Bookrunner for the Offering.  Cantor, National Bank of Canada Capital Markets, and ATB Cormark Capital Markets acted as Co-Managers for the Offering.

The Offering was 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. 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, was filed with the SEC and available on the SEC's website at www.sec.gov/edgar. 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 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 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

How much did Contango ORE (CTGO) raise in the February 12, 2026 offering?

Contango ORE raised approximately $50 million in gross proceeds in the offering. According to the company, that figure excludes underwriting discounts, commissions and other offering expenses and excludes Pre-funded Warrant exercises.

What securities did Contango ORE (CTGO) sell in the offering on February 12, 2026?

The offering sold 1,678,206 common shares and pre-funded warrants for 325,000 shares. According to the company, shares priced at $24.96 and Pre-funded Warrants priced at $24.95 each.

How will Contango ORE (CTGO) use the net proceeds from the offering?

The company will use about $45,000,000 to buy back gold hedge contracts and ~$700,000 to buy gold put contracts. According to the company, any remaining proceeds will fund general corporate purposes and working capital.

Who managed Contango ORE's (CTGO) underwritten offering completed February 12, 2026?

Canaccord Genuity served as Sole Bookrunner; Cantor, National Bank of Canada Capital Markets, and ATB Cormark acted as Co-Managers. According to the company, those firms led syndication and distribution for the offering.

Do the pre-funded warrants in Contango ORE's (CTGO) offering have an exercise price?

Yes. The pre-funded warrants were issued at a purchase price of $24.95, reflecting a $0.01 exercise price per warrant. According to the company, that equals the share offering price less the $0.01 exercise price.

Will Contango ORE's (CTGO) offering proceeds affect shareholder dilution?

Yes. The offering includes new shares and pre-funded warrants that could increase outstanding shares and dilute current holders. According to the company, the offering comprised 1,678,206 shares plus 325,000 pre-funded warrants.