Contango Ore (NYSE: CTGO) posts $102M JV cash haul, eyes Dolly Varden merger
Rhea-AI Filing Summary
Contango Ore, Inc. reports a pivotal year as its 30%-owned Manh Choh Project in Alaska continued commercial production, generating $102.0 million in cash distributions from the Peak Gold joint venture during fiscal 2025. Manh Choh hosts attributable proven and probable reserves of 190,000 ounces of gold and 319,000 ounces of silver, plus additional measured and indicated resources.
The company strengthened its balance sheet with a $50.0 million underwritten equity and pre-funded warrant offering and ended with 16,821,321 shares outstanding as of March 16, 2026. A merger-of-equals with Dolly Varden Silver Corporation is planned to close in late March 2026, creating Contango Silver & Gold Inc. with a 50/50 shareholder split and a broader Alaska–British Columbia asset base, while management highlights extensive risk factors around gold prices, funding, JV dependence, and execution of the Dolly Varden combination.
Positive
- Commercial production at Manh Choh driving cash: The 30%-owned Peak Gold JV distributed $102.0 million to Contango in fiscal 2025, after $40.5 million in 2024, marking a clear shift to meaningful operating cash inflows.
- Robust reserve and resource base: Attributable Manh Choh proven and probable reserves of about 190,000 oz gold and 319,000 oz silver, plus high-grade resources at Lucky Shot and polymetallic resources at Johnson Tract, underpin multi-asset optionality.
- Strengthened balance sheet: A September 2025 underwritten public offering of common stock and pre-funded warrants raised roughly $50.0 million in gross proceeds, supporting exploration, debt repayment and corporate needs.
- Strategic merger to broaden platform: The planned merger-of-equals with Dolly Varden Silver Corporation, forming Contango Silver & Gold Inc. with 50/50 ownership, would add silver-focused assets in British Columbia and a combined management team.
Negative
- Higher-than-expected operating cost profile: Updated life-of-mine all-in sustaining costs for the remaining Manh Choh production are projected at $1,700–$1,800 per gold-equivalent ounce, significantly above the earlier $1,116 estimate from the feasibility study.
- Dependence on JV partner Kinross: Kinross’s subsidiary KG Mining controls 70% of the Peak Gold JV and manages operations, leaving Contango with limited influence over budgets, exploration intensity and strategic decisions for its primary cash-generating asset.
- Ongoing financing and dilution risk: Management emphasizes that advancing exploration properties and meeting obligations may require additional equity or convertible securities issuances, which could dilute existing shareholders and pressure the share price.
- Execution risk around Dolly Varden merger: The Dolly Varden arrangement is subject to shareholder, court and regulatory approvals and could fail or be delayed, while even a successful closing brings integration complexity, new jurisdictional exposure and reduced ownership percentage for current Contango investors.
Insights
Commercial output, major JV cash inflows and a merger pivot Contango’s profile.
Contango Ore has transitioned from pure explorer to cash-generating partner via its 30% stake in the Manh Choh Project. Fiscal 2025 cash distributions of
The company also raised roughly
Risks remain meaningful: updated life-of-mine all-in sustaining costs at Manh Choh are now estimated at
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates (based upon the closing sale price of such common stock as reported on the NYSE American) was $
Documents Incorporated by Reference
The information required by Items 10, 11, 12, 13 and 14 of Part III has been omitted from this report and is incorporated by reference from the registrant's proxy statement or will be included in an amendment to this Annual Report on Form 10-K, to be filed not later than 120 days after the close of its fiscal year.
CONTANGO ORE, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE PERIOD ENDED DECEMBER 31, 2025
TABLE OF CONTENTS
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Item 1. |
BUSINESS |
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Item 1A. |
RISK FACTORS |
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Item 1B. |
UNRESOLVED STAFF COMMENTS |
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Item 1C. |
CYBERSECURITY |
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Item 2. |
PROPERTIES |
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Item 3. |
LEGAL PROCEEDINGS |
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Item 4. |
MINE SAFETY DISCLOSURES |
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Item 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
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Item 6. |
RESERVED |
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Item 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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Item 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
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Item 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
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Item 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
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Item 9A. |
CONTROLS AND PROCEDURES |
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Item 9B. |
OTHER INFORMATION |
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Item 9C. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
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Item 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
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Item 11. |
EXECUTIVE COMPENSATION |
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Item 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
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Item 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
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Item 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
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Item 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements made in this report may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. The words and phrases “should be”, “will be”, “believe”, “expect”, “anticipate”, “estimate”, “forecast”, “goal” and similar expressions identify forward-looking statements and express expectations about future events. Any statement that is not a historical fact is a forward-looking statement. These include such matters as:
Although the Company believes the expectations reflected in such forward-looking statements are reasonable, such expectations may not occur. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside of our control, that may cause the Company’s actual results, performance or achievements to be materially different from future results expressed or implied by the forward-looking statements. These factors include among others:
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You should not unduly rely on these forward-looking statements in this report, as they speak only as of the date of this report. Except as required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events. See the information under the heading “Risk Factors” in this Form 10-K for some of the important factors that could affect the Company’s financial performance or could cause actual results to differ materially from estimates contained in forward-looking statements. All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.
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PART I
Item 1. BUSINESS
Overview
Contango ORE, Inc. (“CORE” or the “Company”) was formed on September 1, 2010 as a Delaware corporation for the purpose of engaging in the exploration for and development of gold ore and associated minerals in the State of Alaska. On January 8, 2015, CORE Alaska, LLC, a wholly-owned subsidiary of the Company (“CORE Alaska”), and a subsidiary of Royal Gold, Inc. (“Royal Gold”) formed Peak Gold, LLC (the “Peak Gold JV”). On September 30, 2020, CORE Alaska sold a 30% membership interest in the Peak Gold JV to KG Mining (Alaska), Inc. (“KG Mining”), an indirect wholly-owned subsidiary of Kinross Gold Corporation (“Kinross”), a large gold producer with a diverse global portfolio and extensive operating experience in Alaska. The sale is referred to herein as the “CORE Transactions”.
Concurrently with the CORE Transactions, KG Mining, in a separate transaction, acquired 100% of the equity of Royal Alaska, LLC from Royal Gold, which held Royal Gold’s 40% membership interest in the Peak Gold JV (the “Royal Gold Transactions” and, together with the CORE Transactions, the “Kinross Transactions”). After the consummation of the Kinross Transactions, CORE Alaska retained a 30% membership interest in the Peak Gold JV. KG Mining now holds a 70% membership interest in the Peak Gold JV and KG Mining serves as the manager of the Peak Gold JV, which operates the Manh Choh (as defined below) mines.
The Company conducts its business through the below primary means:
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The Johnson Tract Project, Lucky Shot Property, Minerals Property and Avidian Properties are collectively referred to in this Annual Report on Form 10-K as the “Contango Properties”. For a more detailed description of our properties, including mineral reserves and resources, property locations, and exploration activities, see “Item 2. Properties” below.
The Company’s Manh Choh Project is in the production stage, while all other projects are in the exploration stage.
2025 Developments
During fiscal 2025, the Manh Choh Project, operated through the Peak Gold JV in which the Company holds a 30% interest, continued commercial production. The Company received $102.0 million in cash distributions from the Peak Gold JV during fiscal 2025 related to production at Manh Choh. For additional information regarding the Manh Choh Project, see “Item 2. Properties – Manh Choh Project.”
On September 25, 2025, the Company completed an underwritten public offering of common stock and pre-funded warrants, receiving gross proceeds of approximately $50.0 million. For additional information regarding this offering, see “Note 7 – Stockholders’ Equity” to the consolidated financial statements included in Item 8 of this Form 10-K and “Liquidity and Capital Resources” in Item 7 of this Form 10-K.
On December 8, 2025, the Company entered into an arrangement agreement with Dolly Varden Silver Corporation to combine the two companies on a merger-of-equals basis pursuant to a statutory plan of arrangement. The transaction is expected to close in late March 2026. For additional information regarding the pending Dolly Varden transaction, see “Recent Developments” in Item 7 of this Form 10-K and “Note 12 – Commitments and Contingencies” to the consolidated financial statements included in Item 8 of this Form 10-K.
Strategy
Partnering with strategic industry participants to expand future exploration work and mining operations. As of October 1, 2020, in conjunction with the Kinross Transactions and the signing of the Amended and Restated Limited Liability Company Agreement of the Peak Gold JV (as amended, the "A&R JV LLCA:), KG Mining became the manager of the Peak Gold JV (the “Manager”). KG Mining may resign as Manager and can be removed as Manager for a material breach of the A&R JV LLCA, a material failure to perform its obligations as the Manager, a failure to conduct the Peak Gold JV operations in accordance with industry standards and applicable laws, and other limited circumstances. Except as expressly delegated to the Manager, the A&R JV LLCA provides that the JV Management Committee has exclusive authority to determine all management matters related to the Company. The JV Management Committee currently consists of one appointee designated by the Company and two appointees designated by KG Mining. The representatives designated by each member of the Peak Gold JV vote as a group, and in accordance with their respective membership interests in the Peak Gold JV. Except in the case of certain actions that require approval by unanimous vote of the representatives, the affirmative vote of a majority of the membership interests in the Peak Gold JV constitutes the action of the JV Management Committee.
Structuring incentives to drive behavior. The Company believes that equity ownership aligns the interests of the Company’s executives and directors with those of its stockholders. As of December 31, 2025, the Company’s directors and executives beneficially owned approximately 9.8% of the Company’s common stock.
Acquiring exploration properties. The Company anticipates from time to time acquiring additional properties for exploration, subject to the availability of funds. Acquiring additional properties will likely result in additional expense to the Company for minimum royalties, minimum rents and annual exploratory work requirements. The Company is open to strategic partnerships or alliances with other companies as a means to enhance its ability to fund new and existing exploration and development opportunities.
Employees
As of the date of this report, the Company has fifteen full-time employees. Rick Van Nieuwenhuyse, its President and Chief Executive Officer is responsible for the management of the Company. Brad Juneau serves as the Company’s Chairman. Mike Clark is the Chief Financial Officer and Secretary of the Company and is responsible for the financial and accounting affairs of the Company. The Company also uses the services of independent consultants and contractors to perform various professional services, including land acquisition, legal, environmental and tax services. The Peak Gold JV is managed by KG Mining and all permanent positions are filled with employees of Kinross subsidiaries seconded over to the Peak Gold JV. In addition, the Peak Gold JV utilizes the services of consultants and independent contractors to perform geological, exploration and drilling operation services and independent third-party engineering firms to evaluate any mineral resources identified.
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Corporate Offices
The Company currently leases office space at 516 2nd Avenue, Suite 401, Fairbanks, Alaska 99701 and 375 Water Street, Suite 405, Vancouver, BC V6B 5C6.
Available Information
You may read and copy all or any portion of this and past annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, on the Company's website at http://www.contangoore.com. Certain other information, including but not limited to the Company’s Corporate Governance Guidelines, the charters of key committees of the Company’s Board of Directors and its Code of Business Conduct and Ethics are also available on the Company’s website. In addition, filings made with the Securities and Exchange Commission ("SEC") electronically are publicly available through the SEC’s website at http://www.sec.gov.
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Item 1A. RISK FACTORS
In addition to other information set forth elsewhere in this Form 10-K, you should carefully consider the following factors when evaluating the Company. An investment in the Company is subject to risks inherent in the mining business as an exploration stage company. The value of an investment in the Company may decrease, resulting in a complete loss of your investment. The risk factors below are not all inclusive. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.
Risks related to global economic instability, including inflation and fuel and energy costs may affect the Company’s business.
Periods of global economic volatility create market uncertainty, which negatively affects the mining and minerals sectors in general. Many industries, including the mining industry, are impacted by these market conditions. Global financial conditions remain subject to sudden and rapid destabilizations in response to economic shocks. A slowdown in the financial markets or other economic conditions including but not limited to inflation, rising interest rates, tariffs, fuel and energy costs, business conditions, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Company’s growth. Future economic shocks may be precipitated by a number of causes, including a volatility in the price of oil and other commodities, the volatility of metal prices, geopolitical instability (including events such as the wars in Ukraine, Iran and Gaza), terrorism, pandemics, the devaluation and volatility of global stock markets and natural disasters. Any sudden or rapid destabilization of global economic conditions could impact the Company’s ability to obtain equity or debt financing in the future on terms favorable to the Company or at all. In such an event, the Company’s operations and financial condition could be adversely impacted.
Prices and availability of commodities consumed or used in connection with exploration and development and mining, such as natural gas, diesel, oil and electricity, also fluctuate, and these fluctuations affect the costs of operations. These fluctuations can be unpredictable, can occur over short periods of time and may have a material adverse impact on the Company’s operating costs or the timing and costs of various projects.
Kinross has management and operational control of the Manh Choh Project and the Peak Gold JV Property.
KG Mining is the Manager of the Peak Gold JV and has appointed two of the three designates to the JV Management Committee. The Company has appointed one designate to the JV Management Committee. KG Mining has a 70% membership interest in the Peak Gold JV, in accordance with the A&R JV LLCA, and, therefore, will continue to have the right to appoint two designates to the JV Management Committee with the Company appointing one designate. The affirmative vote of a majority of designates will determine most decisions of the JV Management Committee, including the approval of programs and budgets and the expenditure of the Peak Gold JV’s investments, which will include the level of expenditures. As a result, Kinross, through KG Mining has discretion regarding the use and allocation of funds for further exploration of the Peak Gold JV Property. The Company has limited ability to influence the decision of KG Mining in its capacity as Manager, or as the party controlling the majority of the JV Management Committee.
Failure to proportionately fund the operations of the Peak Gold JV or to elect not to contribute to an approved program and budget or contributes less than our proportionate membership interest could reduce the Company's interest in the Peak Gold JV.
Pursuant to the terms of the A&R JV LLCA, the Company and KG Mining are required to jointly fund the operations of the Peak Gold JV in proportion to their respective membership interests in that company. If a member elects not to contribute to an approved program and budget or contributes less than its proportionate membership interest, its percentage membership interest will be reduced. The Company’s ability to contribute funds sufficient to retain its membership interests in the Peak Gold JV may be limited. Operations commenced in July 2024, which has allowed the Peak Gold JV to operate from the cash flows generated from its operations, and there are no future anticipated cash calls. If there are any unforeseen cash calls and if the Company elects to not fund a portion of its cash calls to the Peak Gold JV, its membership interest in the Peak Gold JV would be diluted. The Company’s cash needs going forward will primarily relate to exploration of the Contango Properties, repayment of debt and related interest and general and administrative expenses of the Company. During fiscal 2024, the Company received three cash distributions totaling $40.5 million from the Peak Gold JV relating to production at Manh Choh. During fiscal 2025, the Company received five additional cash distributions totaling $102.0 million. Although there can be no guarantee that the Peak Gold JV will continue to make distributions to the Company, the Company believes that distributions are probable and that, with cash on hand, it will maintain sufficient liquidity to meet its working capital requirements, including repayment obligations of approximately $4.0 million on the Facility, for the next twelve months from the date of this report. Failure to pay current debt obligations will result in an event of default and the Company’s debt would be due immediately or callable. The ability of the Company to raise capital or arrange financing in the future will depend, in part, on prevailing capital market conditions as well as the market price of metals. The Company cannot be certain that capital or financing will be
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available to the Company on acceptable terms, if at all. If the Company were unable to fund any unforeseen obligations for the Peak Gold JV, its membership interest in the Peak Gold JV would be diluted.
Further capital raising and financing by the Company may include issuances of equity, instruments convertible into equity (such as warrants) or various forms of debt. The Company has issued common stock and other instruments convertible into equity in the past and cannot predict the size or price of any future issuances of common stock or other instruments convertible into equity, and the effect, if any, that such future issuances and sales will have on the market price of the Company’s securities. Any additional issuances of common stock or securities convertible into, or exercisable or exchangeable for, common stock may ultimately result in dilution to the holders of common stock, dilution in any future earnings per share of the Company and may have a material adverse effect upon the market price of the common stock of the Company.
There can be no assurance that Kinross will continue to fund the Peak Gold JV to continue exploration work.
Pursuant to the A&R JV LLCA, there is no requirement that Kinross contribute any future amounts to the Peak Gold JV to continue exploration, development or operational work and the Company will have limited funds to continue exploration of the Peak Gold JV Property, if Kinross, through KG Mining, fails to contribute additional amounts to the Peak Gold JV.
Kinross has far greater technical and financial resources than the Company.
Kinross is a large gold producer with a diverse global portfolio and extensive operating experience in Alaska. As of December 31, 2025, Kinross had a market capitalization of approximately $44.8 billion. Because of its vastly superior technical and financial resources, Kinross may adopt budgets and work programs for the Peak Gold JV that the Company will be unable to fund in the time frame required, and its interest in the Peak Gold JV may be substantially diluted.
The A&R JV LLCA restricts the Company’s right to transfer or encumber its interests in the Peak Gold JV.
The A&R JV LLCA contains certain limitations on transferring or encumbering interests in the Peak Gold JV, including any transfer that would cause termination of the Peak Gold JV as a partnership for Federal income tax purposes. However, none of the restrictions limit the transfer of any capital stock of the Company.
The price of gold is volatile and market fluctuations in the prices of minerals could adversely affect the Company’s and Peak Gold JV’s business.
Gold prices are affected by many factors beyond the Company’s control, including:
Gold prices have experienced significant increases in recent periods, reaching historically high levels. While elevated gold prices generally improve project economics and increase revenues, they also create risks for the Company. A significant decline in the price of gold may result in the Company having to reassess the feasibility of its projects and could negatively affect the value of the Manh Choh Project and the Company’s securities.
In addition, the Company has entered into gold hedge contracts that limit the Company’s ability to benefit from increases in gold prices above the strike prices of those contracts. These hedges expose the Company to opportunity costs if gold prices
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remain at or above current elevated levels, and may require the Company to make significant cash payments to settle or unwind these contracts.
Additionally, increases in metal prices tend to encourage an increase in additional expenditures related to mining exploration, development, and construction. During past expansions, demand for and the cost of contract exploration, development and construction services and equipment have increased as well. Increased demand for and cost of services and equipment could cause project costs to increase materially, resulting in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability, and increased potential for scheduling difficulties and cost increases due to the need to coordinate the availability of services or equipment, any of which could materially increase project exploration, development, or construction costs, result in project delays, or both. There can be no assurance that increased costs may not adversely affect our development of our properties in the future.
The Company’s ability to successfully execute its business plan is dependent on its ability to obtain adequate financing.
The Company’s business plan, which includes drilling and developing the Contango Properties’ exploration prospects, requires substantial capital expenditures. The Company’s ability to raise capital is dependent on many factors, including the status of various capital and industry markets at the time it seeks such capital. Accordingly, the Company cannot be certain that future financing will be available to us on acceptable terms, if at all. In the event additional capital resources are unavailable, the Company may be unable to fund expenditures for exploration and development activities or be forced to sell all or some portion of its interest in the Contango Properties in an untimely fashion or on less than favorable terms.
The Company’s continued viability depends on continued commercial production of the Peak Gold JV Property and the exploration, permitting, development and commercial production of the Company’s other properties.
The Company’s ability to become profitable will be dependent on the receipt of revenues from the extraction of minerals greater than operational expenses. The Company has conducted exploration and development of the Contango Properties at a loss since inception, and it will continue to incur losses unless and until such time as one of the properties enters into commercial production and generates sufficient revenues to fund its continuing operations. The amounts and timing of expenditures will depend on the progress of ongoing exploration, the results of consultants’ analysis and recommendations, the rate at which operating losses are incurred, and other factors, many of which are beyond the Company’s control. Whether any mineral deposits discovered would be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, market prices for the minerals, and governmental regulations.
The Company may never recover minerals at the Contango Properties in commercial quantities.
Although the Lucky Shot and Johnson Tract Projects contain indicated and inferred resources, neither they nor any of the other Contango Properties have any “proven” reserves, as defined by S-K 1300. Notwithstanding any estimates, evaluations or measurements contained in the Lucky Shot and Johnson Tract Technical Report Summaries, there can be no assurance that commercially feasible quantities of minerals can be recovered from either of those projects. Mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive. Unusual or unexpected geologic formations and the inability to obtain suitable or adequate machinery, equipment or labor are inherent risks of exploration programs. If the Company does not establish proven reserves in such properties, it might be required to curtail or suspend operations, in which case the market value of the Company’s common stock may decline.
Some of the Company's assets are located in regions of Alaska that may limit activities by weather and impact access for infrastructure.
The Peak Gold JV is actively mining the Manh Choh deposit in the State of Alaska. The arctic climate may limit exploration and mining activities during certain seasons. In addition, the remote location of the properties may limit access and increase exploration expense. Higher costs associated with exploration activities and limitation on the annual periods in which the Company can carry on exploration activities might increase the costs and time associated with our planned exploration activities and could negatively affect the value of the Peak Gold JV Property and the Company’s securities.
Concentrating capital investment in the State of Alaska increases exposure to risk.
To date, the Company has focused its capital investments in exploring for gold and associated mineral prospects in the State of Alaska. Because of this concentration in a limited geographic area, the success and profitability of our operations may be disproportionately exposed to regional factors relative to competitors that have more geographically dispersed operations.
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The Company will primarily rely on the accuracy of the estimates in reports provided to the Company by the Peak Gold JV’s Manager and outside consultants and engineers.
The Company will primarily rely on the accuracy of reports provided to it by the Peak Gold JV’s Manager and independent third-party consultants. If those reports prove to be inaccurate, the Company’s financial reports could have material misstatements. Further, the Company will use the reports of such independent consultants in its financial planning. If the reports prove to be inaccurate, the Company may make misjudgments in its financial planning.
Exploration activities involve a high degree of risk, and exploratory drilling activities may not be successful.
The Company’s future success will largely depend on the success of exploration drilling programs. Exploration drilling activities involves numerous risks, including the significant risk that no commercially marketable minerals will be discovered. The mining of minerals and the manufacture of mineral products involves numerous hazards, including:
Poor results from drilling activities could materially and adversely affect the Company’s future cash flows and results of operations.
Underground exploration and development work are subject to unique risks.
We are currently conducting exploratory work, and expect to undertake development work, at the Lucky Shot and Johnson Tract Properties. Such work involves underground activities. The exploration for minerals, mine construction and mining operations in an underground mine involve a high level of risk and are often affected by hazards outside of our control. Some of these risks include, but are not limited to, underground fires or floods, fall-of-ground accidents, seismic activity and unexpected geological formations or conditions including noxious fumes or gases, and because of the location, avalanches. The occurrence of one or more of these events in connection with our exploration, mine construction, or production activities may result in the death of, or personal injury to, our employees, other personnel or third parties, the loss of mining equipment, damage to or destruction of mineral properties or production facilities, monetary losses, deferral or unanticipated fluctuations in production, environmental damage and potential legal liabilities, all of which may adversely affect our reputation, business, prospects, results of operations and financial condition.
The Company and the Peak Gold JV cannot provide assurance that the title to their properties will not be challenged.
The Company, through its wholly-owned subsidiaries, controls the mineral rights to unpatented mining claims and upland leases for gold ore exploration. Unpatented mining claims are unique property interests in that they are subject to the paramount title of the State of Alaska and the rights of third parties to the use of the surface within their boundaries, and are generally considered to be subject to greater title risk than other real property interests. The validity of all State of Alaska unpatented mining claims is dependent upon inherent uncertainties and conditions.
The Peak Gold JV conducts operations pursuant to the Tetlin Lease with the Tetlin Tribal Council. In connection with the assignment of the Tetlin Lease from the Company to the Peak Gold JV, the Company and the Native Village of Tetlin entered into an Estoppel and Agreement and a Stability Agreement, which were approved by the Tetlin Tribal Council and the Native Village of Tetlin members and renewed on September 29, 2020 in connection with the Contango Transactions described in “Item 2 Property Summary” (the “Tetlin Agreements”). The Tetlin Agreements approved the assignment of the Tetlin Lease to the Peak Gold JV and, among other things, confirmed the validity and effectiveness of the Tetlin Lease.
We cannot provide assurance that title to our properties will not be challenged. We or the Peak Gold JV, as applicable, may not have, or may not be able to obtain, all necessary surface rights to develop a property. Title insurance is generally not available for mineral properties and our and the Peak Gold JV’s ability to ensure that we or the Peak Gold JV, as applicable, have obtained a secure claim to individual mining properties may be severely constrained. Our and the Peak Gold JV’s mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other
11
things, undetected defects. In addition, our ability to continue to explore and develop the property may be subject to agreements with other third parties including agreements with native corporations and first nations groups.
A deficiency in title or claims by a third party may not be curable. In such circumstances, the Company or the Peak Gold JV, as applicable, might not be able to proceed with exploration of its properties or might incur costs to remedy a defect. Alternatively, the Company or the Peak Gold JV might elect to proceed with mining work despite any such deficiency or claim.
The Tetlin Lease was executed with a Native American tribe for the exploration of gold ore and associated minerals. The enforcement of contractual rights against Native American tribes with sovereign powers may be difficult.
Federally recognized Native American tribes are independent governments with sovereign powers, except as those powers may have been limited by treaty or the United States Congress. Such tribes maintain their own governmental systems and often their own judicial systems and have the right to tax, and to require licenses and to impose other forms of regulation and regulatory fees, on persons and businesses operating on their lands. As sovereign nations, federally recognized Native American tribes are generally subject only to federal regulation. States do not have the authority to regulate them, unless such authority has been specifically granted by Congress, and state laws generally do not directly apply to them and to activities taking place on their lands, unless they have a specific agreement or compact with the state or Federal government allowing for the application of state law. The Tetlin Lease provides that it will be governed by applicable federal law and the law of the State of Alaska. The Company and the Tetlin Tribal Council entered into a Stability Agreement, dated October 2, 2014, that was assigned by the Company to the Peak Gold JV. However, no assurance may be given that the choice of law clause in the Tetlin Lease or the agreements with the Tetlin Tribal Council in the Stability Agreement will be enforceable.
Federally recognized Native American tribes also generally enjoy sovereign immunity from lawsuit similar to that of the states and the United States federal government. In order to sue a Native American tribe (or an agency or instrumentality of a Native American tribe), the Native American tribe must have effectively waived its sovereign immunity with respect to the matter in dispute. Moreover, even if a Native American tribe effectively waives its sovereign immunity, there exists an issue as to the forum in which a lawsuit can be brought against the tribe. Federal courts are courts of limited jurisdiction and generally do not have jurisdiction to hear civil cases relating to matters concerning Native American lands or the internal affairs of Native American governments. Federal courts may have jurisdiction if a federal question is raised by the lawsuit, which is unlikely in a typical contract dispute. Diversity of citizenship, another common basis for federal court jurisdiction, is not generally present in a suit against a tribe because a Native American tribe is not considered a citizen of any state. Accordingly, in most commercial disputes with tribes, the jurisdiction of the federal courts, may be difficult or impossible to obtain. The Tetlin Lease contains a provision in which the Tetlin Tribal Council expressly waives its sovereign immunity to the limited extent necessary to permit judicial review in the courts in Alaska of certain issues affecting the Tetlin Lease and the Stability Agreement contains, among other things, agreement that any disputes under the Tetlin Lease will be submitted to the jurisdiction of the federal and state courts.
We may not be able to grow successfully through future acquisitions or successfully manage future growth.
We may actively pursue the acquisition of exploration, development and production assets consistent with our growth strategy. From time to time, we may also acquire securities of or other interests in companies with respect to which we may enter into acquisitions or other transactions. Acquisition transactions involve inherent risks, including but not limited to:
We may not be able to identify attractive acquisition opportunities or successfully acquire identified targets or successfully integrate assets or companies we acquire. Furthermore, competition for acquisition opportunities may escalate, increasing our cost of making acquisitions or causing us to refrain from making acquisitions. We may also be limited in our ability to generate capital or incur indebtedness in connection with or to fund future acquisitions.
12
Our inability to make acquisitions of properties or companies or to realize the anticipated benefits of any acquisition of properties or companies could have a material adverse effect on our financial condition.
Competition in the mineral exploration industry is intense, and the Company is smaller and has a much more limited operating history than most of its competitors.
The Company will compete with a broad range of mining companies with far greater financial resources and in-house technical expertise than the Company. Most competitors have been operating for a much longer time than the Company. As a result, the Company may not be able to compete effectively with such companies and will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies.
Our business depends on the continued contributions made by Rick Van Nieuwenhuyse, as our key executive officer, whose loss could have a material adverse effect on our business.
Our future success depends on our ability to attract and retain qualified long-term management, administrative, geology, and database management personnel. Specifically, our success is dependent upon the continued contributions made by our President and Chief Executive Officer, Rick Van Nieuwenhuyse.
If Mr. Van Nieuwenhuyse cannot serve the Company or is no longer willing to do so, the Company may not be able to find alternatives in a timely manner or at all. This would likely result in a severe damage to our business operations and would have an adverse material impact on our financial position and operational results. To continue as a viable operation, in such a situation, the Company might have to recruit and train replacement personnel at a higher cost. Additionally, if Mr. Van Nieuwenhuyse joins our competitors or develops similar businesses that are in competition with the Company or the Peak Gold JV, our business may also be negatively impacted.
The Peak Gold JV is subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business.
The Peak Gold JV’s exploratory mining operations are subject to numerous laws and regulations governing its operations and the discharge of materials into the environment, including the Federal Mine Safety and Health Act of 1977, Federal Clean Water Act, Clean Air Act, Endangered Species Act, and CERCLA. Federal initiatives are often also administered and enforced through state agencies operating under parallel state statutes and regulations. Failure to comply with such rules and regulations could result in substantial penalties and have an adverse effect on the Peak Gold JV. These laws and regulations may, among other things:
Under these laws and regulations, the Peak Gold JV could be liable for personal injury and clean-up costs and other environmental and property damages, as well as administrative, civil and criminal penalties. The Company and the Peak Gold JV maintain only limited insurance coverage for sudden and accidental environmental damages. Accordingly, the Peak Gold JV may be subject to liability, or it may be required to cease production from properties in the event of environmental damages. Compliance with environmental laws and regulations and future changes in these laws and regulations may require significant capital outlays, cause material changes or delays in the Peak Gold JV’s current and planned operations and future activities and reduce the profitability of operations. It is possible that future changes in these laws or regulations could increase operating costs or require capital expenditures in order to remain in compliance. Any such changes could have an adverse effect on the Peak Gold JV’s business, financial condition and results of operations.
Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business.
A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to various climate change interest groups and the potential impact of climate change. Legislation and increased regulation
13
regarding climate change, including mandatory reductions in energy consumption or emissions of greenhouse gases, could impose significant costs on us and the Peak Gold JV, including costs related to energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Given the emotion, political significance and uncertainty around the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will affect our or the Peak Gold JV’s financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. The potential physical impacts of climate change on our and the Peak Gold JV's operations are highly uncertain, and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These impacts may adversely impact the cost, production and financial performance of our operations and the operations of the Peak Gold JV.
Opposition to our operations and those of the Peak Gold JV from local stakeholders or non-governmental organizations could have a material adverse effect on us.
There is an increasing level of public concern relating to the effect of mining production on its surroundings, communities, and environment. Local communities and non-governmental organizations (“NGOs”), some of which oppose resource development, are often vocal critics of the mining industry. While we and the Peak Gold JV seek to operate in a environmentally and socially responsible manner, opposition to extractive industries or our operations specifically or adverse publicity generated by local communities or NGOs related to extractive industries, or our operations specifically, could have an adverse effect on our reputation and financial condition or our relationships with the communities in which we operate. As a result of such opposition or adverse publicity, we or the Peak Gold JV may be unable to obtain or maintain permits necessary for our operations or to continue operations as planned or at all.
The Peak Gold JV may be unable to obtain, maintain or renew permits necessary for the exploration, development or operation of any mining activities, which could have a material adverse effect on its business, financial condition or results of operation.
The Peak Gold JV must obtain, maintain or renew a number of permits that impose strict conditions, requirements and obligations relating to various environmental and health and safety matters in connection with its current and future operations. As such, the Peak Gold JV may be required to conduct environmental studies, collect and present data to governmental authorities and the general public pertaining to the potential impact of its current and future operations upon the environment and take steps to avoid or mitigate the impact. The permitting rules are complex and have tended to become more stringent over time. Accordingly, permits required for mining work may not be issued, maintained or renewed in a timely fashion or at all, or may be conditioned upon restrictions which may impede its ability to operate efficiently. The failure to obtain, maintain, or renew certain permits or the adoption of more stringent permitting requirements could have a material adverse effect on its business, its plans of operation, and properties in that the Peak Gold JV may not be able to proceed with its exploration, development or mining programs.
Anti-takeover provisions of the Company’s certificate of incorporation, bylaws and Delaware law could adversely affect a potential acquisition by third parties.
The Company’s certificate of incorporation, bylaws and the Delaware General Corporation Law contain provisions that may discourage unsolicited takeover proposals. These provisions could have the effect of inhibiting fluctuations in the market price of the Company’s common stock that could result from actual or rumored takeover attempts, preventing changes in the Company’s management or limiting the price that investors may be willing to pay for shares of common stock. Among other things, these provisions:
14
The Company’s common stock is thinly traded.
As of December 31, 2025, there were approximately 15.0 million shares of the Company’s common stock outstanding, with directors and officers beneficially owning approximately 9.8% of the common stock. The Company's common stock is quoted on the NYSE American under the symbol “CTGO”. Although the Company’s common stock is quoted on the NYSE American and trading volumes have increased over the last few months, the trading has historically been irregular and with low volumes and therefore the market price of its common stock may be difficult to ascertain. Since the Company’s common stock is thinly traded, the purchase or sale of relatively small common stock positions may result in disproportionately large increases or decreases in the price of the Company’s common stock.
The Company does not intend to pay dividends in the foreseeable future.
For the foreseeable future, the Company intends to retain any earnings to finance the development of its business, and the Company does not anticipate paying any cash dividends on its common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then-existing conditions, including our operating results and financial condition, capital requirements, contractual restrictions, business prospects and other factors that the Board considers relevant. Accordingly, investors must rely on sales of their common stock after any price appreciation, which may never occur, as the only way to realize a return on their investment.
We face risks related to health epidemics and other outbreaks or fear of such an event.
Our business could be adversely affected by a widespread outbreak of contagious disease, such as the outbreak of the 2019 novel strain of coronavirus, known as COVID-19. If a significant portion of our workforce, or the Peak Gold JV’s workforce becomes unable to work or travel to our operations or the Peak Gold JV’s operations, due to illness or state or federal government restrictions (including travel restrictions and “shelter-in-place” and similar orders restricting certain activities that may be issued or extended by authorities), we, or the Peak Gold JV, may be forced to reduce or suspend operations at one or more properties, which could reduce exploration activities and development projects and impact liquidity and financial results. To the extent future health pandemics adversely affect our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, including, but not limited to, risks related to commodity prices and commodity markets, commodity price fluctuations, our ability to raise additional capital, information systems and cyber security and risks relating to operations, impacts of governmental regulations, availability of infrastructure and employees and challenging global financial conditions.
Our insurance will not cover all of the potential risks associated with mining operations.
Our business, and the business of the Peak Gold JV, is subject to a number of risks and hazards generally, including adverse environmental conditions, environmental or industrial accidents, labor disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena, such as inclement weather conditions, floods, hurricanes and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to our properties or the property of others, delays in construction or mining, monetary losses, and possible legal liability.
Although the Company and the Peak Gold JV maintain insurance to protect against certain risks in such amounts as we or the Peak Gold JV, as applicable, consider reasonable, such insurance will not cover all the potential risks associated with a mining company’s operations. We and the Peak Gold JV may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as loss of title to mineral property, environmental pollution, or other hazards as a result of exploration and production, is not generally available to us or to other companies in the mining industry on acceptable terms. We or the Peak Gold JV might also become subject to liability for pollution or other hazards which may not be insured against or which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause us to incur significant costs that could have a material adverse effect on our financial performance and results of operations.
The Company is dependent upon information technology systems, which are subject to disruption, cyber-attacks, damage, failure and risks associated with implementation and integration.
The Company is dependent upon information technology systems in the conduct of its operations. Our information technology systems are subject to disruption, damage or failure from a variety of sources, including computer viruses, security breaches, cyber-attacks, natural disasters and defects in design. Cybersecurity incidents, in particular, are evolving and include, malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead to
15
disruptions in systems, unauthorized release of confidential or otherwise protected information and the corruption of data. The Company believes that it has implemented appropriate measures to mitigate potential risks. However, given the unpredictability of the timing, nature and scope of information technology disruptions, the Company could be subject to manipulation or improper use of its systems and networks or financial losses from remedial actions, any of which could have a material adverse effect on its financial condition and results of operations.
The proposed arrangement with Dolly Varden Silver Corporation may not be completed on the terms or timeline currently anticipated, or at all, which could adversely affect our business, financial condition, and stock price.
On December 8, 2025, we entered into an arrangement agreement (the “Dolly Varden Arrangement Agreement”) with Dolly Varden Silver Corporation (“Dolly Varden”) to combine our company and Dolly Varden on a merger-of-equals basis (the “Dolly Varden Arrangement”). The completion of the Dolly Varden Arrangement is subject to customary closing conditions, including, among others, the approval of Dolly Varden shareholders, court approval under the Business Corporations Act (British Columbia), the receipt of required regulatory approvals, and the absence of any material adverse change. There can be no assurance that these conditions will be satisfied or waived on a timely basis, or at all. If the Dolly Varden Arrangement is not completed, we may be subject to a number of risks, including:
Any failure to complete the Dolly Varden Arrangement could have a material adverse effect on our business, results of operations, financial condition, and stock price.
We may not realize the anticipated benefits of the proposed arrangement with Dolly Varden, and the integration of the two companies may present significant challenges.
The success of the proposed arrangement with Dolly Varden will depend, in part, on our ability to realize the anticipated benefits from combining the two companies. Achieving these benefits will depend on a number of factors, some of which are beyond our control, including our ability to:
The combined company will be renamed “Contango Silver & Gold Inc.” and will be led by a new management team, including officers from both Contango and Dolly Varden. Integration efforts may divert management’s attention from ongoing operations and place significant demands on management, administrative, and operational resources. If we are unable to successfully integrate Dolly Varden’s business or realize the anticipated benefits of the Dolly Varden Arrangement, our business, financial condition, and results of operations could be materially adversely affected.
In addition, upon completion of the Dolly Varden Arrangement, existing Contango shareholders and existing Dolly Varden shareholders will each own approximately 50% of the combined company on a fully diluted in-the-money basis. As a result, current Contango shareholders will have a significantly reduced ownership and voting interest in the combined company compared to their current ownership of the Company.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
16
Item 1C. CYBERSECURITY
Item 2. PROPERTIES
Overview
Information concerning the Company’s mining properties in this Form 10-K have been prepared in accordance with the requirements of S-K 1300.
As used in this Form 10-K, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined and used in accordance with S-K 1300. Under S-K 1300, mineral resources may not be classified as “mineral reserves” unless the determination has been made by a qualified person (“Qualified Person”), as defined in S-K 1300, that the mineral resources can be the basis of an economically viable project. Readers are specifically cautioned not to assume that any part or all of the mineral deposits (including any mineral resources) in these categories will ever be converted into mineral reserves. If mineral reserves are established on the Company's project, there is no guarantee that mining of those mineral reserves will be economically viable for the Company.
Readers are also cautioned that, except for that portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic value. Inferred mineral resources are estimates based on limited geological evidence and sampling and have a too high of a degree of uncertainty as to their existence to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Estimates of inferred mineral resources may not be converted directly to a mineral reserve and it cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. Therefore, readers are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be the basis of an economically viable project, or that it will ever be upgraded to a higher category. Likewise, readers are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted to mineral reserves. See “Part I. Item 1A Risk Factors” of this Form 10-K.
The information that follows is derived, for the most part, from, and in some instances is an extract from, the Manh Choh TRS as of May 12, 2023, the Lucky Shot Technical Report Summary (“TRS”) as of May 26, 2023, and the Johnson Tract TRS as of May 12, 2025. The Manh Choh TRS, Lucky Shot TRS, and Johnson Tract TRS were prepared in compliance with the Item 601(b)(96) and S-K 1300. Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein. Reference should be made to the full text of the Manh Choh TRS, Lucky Shot TRS, and Johson Tract TRS, filed as Exhibits 96.1, 96.2 and 96.3, respectively, to this Form 10-K and incorporated herein by reference.
Property Summary
On January 8, 2015, the Company and a subsidiary of Royal Gold, formed the Peak Gold JV and the Company contributed its leasehold interest in a mineral lease with the Native Village of Tetlin whose governmental entity is the Tetlin Tribal Council (“Tetlin Tribal Council”) for the exploration of minerals near Tok, Alaska on a currently estimated 675,000 acres (the “Tetlin Lease”) to the Peak Gold JV. In addition to the Tetlin Lease, the Peak Gold JV also holds 159 State of Alaska mining claims covering approximately 13,000 acres for the exploration of gold and associated minerals (together with the Tetlin Lease, the “Peak Gold JV Property”). As of December 31, 2025, the Company held a 30% membership interest, and KG Mining held a 70% membership interest in and manages the Peak Gold JV. The Peak Gold JV Property contains the Main and North Manh Choh deposits (the “Manh Choh Project”), which the Company currently considers its only material property.
17
The Company also separately controls the mineral rights to approximately 190,190 acres of State of Alaska and patented mining claims, upland leases, and fee simple leases for exploration through its wholly-owned subsidiaries LSA (consisting of the Lucky Shot Property), Contango Minerals (consisting of the Eagle/Hona, Triple Z, and Shamrock prospects and additional state mining claims in the Willow Mining District), Contango Mining Canada (consisting of Johnson Tract) and Avidian Alaska (consisting of the Golden Zone, Amanita and Amanita NE properties), and has begun allocating more annual resources to exploration of those properties and other new opportunities. Encumbrances on each property, such as royalties, are discussed within the property descriptions.
The Company believes that it and the Peak Gold JV hold good title to their respective properties, in accordance with standards generally accepted in the mineral industry. As is customary in the mineral industry, the Company conducted only a preliminary title examination at the time it entered into the Tetlin Lease. The Peak Gold JV conducted a title examination prior to the assignment of the Tetlin Lease to the Peak Gold JV and performed certain curative title work.
18
The following table outlines the land ownership of the five legal entities that control mineral rights in Alaska: the Company's 30% ownership of the Peak Gold JV (through CORE Alaska); LSA; Contango Minerals; JT Mining, Inc., and Avidian Alaska; each as of December 31, 2025:
Property |
|
Location |
|
Commodities |
|
Claims |
|
|
Estimated Acres |
|
|
Type |
||
Peak Gold JV (30% Interest): |
|
|
|
|
|
|
|
|
|
|
|
|
||
Tetlin Lease |
|
Eastern Interior |
|
Gold, Copper, Silver |
|
|
— |
|
|
|
675,000 |
|
|
Lease |
Tok/Eagle |
|
Eastern Interior |
|
Gold, Copper, Silver |
|
|
159 |
|
|
|
13,000 |
|
|
State Mining Claims |
|
|
|
|
|
|
|
159 |
|
|
|
688,000 |
|
|
|
J T Mining (Leased from Cook Inlet Region, Inc.) (100% Interest): |
|
|
|
|
|
|
|
|
|
|
|
|
||
Johnson Tract |
|
South Central |
|
Gold, Silver, Lead, Zinc, Copper |
|
|
— |
|
|
|
21,000 |
|
|
Lease |
|
|
|
|
|
|
|
0 |
|
|
|
21,000 |
|
|
|
LSA (Leased from Alaska Hard Rock Inc.) (100% Interest): |
|
|
|
|
|
|
|
|
|
|
|
|
||
Lucky Shot |
|
South Central |
|
Gold |
|
|
58 |
|
|
|
7,900 |
|
|
State Mining Claims |
Lucky Shot |
|
South Central |
|
Gold |
|
|
46 |
|
|
|
700 |
|
|
Patented Mining Claims |
|
|
|
|
|
|
|
104 |
|
|
|
8,600 |
|
|
|
Contango Minerals (100% Interest): |
|
|
|
|
|
|
|
|
|
|
|
|
||
Eagle/Hona |
|
Eastern Interior |
|
Gold, Copper, Silver |
|
|
450 |
|
|
|
69,780 |
|
|
State Mining Claims |
Triple Z |
|
Eastern Interior |
|
Gold, Copper, Silver |
|
|
95 |
|
|
|
14,850 |
|
|
State Mining Claims |
Shamrock |
|
Eastern Interior |
|
Gold, Copper, Silver |
|
|
361 |
|
|
|
52,700 |
|
|
State Mining Claims |
Willow |
|
South Central |
|
Gold |
|
|
69 |
|
|
|
8,000 |
|
|
State Mining Claims |
Amanita NE |
|
Interior |
|
Gold |
|
|
1 |
|
|
|
1,030 |
|
|
State Upland Mining Lease |
Golden Zone |
|
Central |
|
Gold |
|
|
69 |
|
|
|
10,850 |
|
|
68 State Mining Claims, 1 Upland mining Lease |
|
|
|
|
|
|
|
1,045 |
|
|
|
157,210 |
|
|
|
Avidian Alaska (Leased from Tanya Stolz) (100% Interest): |
|
|
|
|
|
|
|
|
|
|
|
|
||
Amanita |
|
Interior |
|
Gold |
|
|
55 |
|
|
|
3,380 |
|
|
54 State Mining Claims, 1 Upland Mining Lease |
|
|
|
|
|
|
|
55 |
|
|
|
3,380 |
|
|
|
|
|
|
|
TOTALS: |
|
|
1,363 |
|
|
|
878,190 |
|
|
|
Below is a map showing the location of the Peak Gold JV Property and the Contango Properties, including the ownership percentage for the rights associated with each property held by the Peak Gold JV or the Company, as applicable, and the nature of each interest:
19
Below are the coordinates of the Peak Gold JV Property and the Contango Properties:
Property |
|
Latitude* |
|
Longitude* |
|
|
Shamrock |
|
64.397 |
|
|
-146.532 |
|
Eagle/Hona |
|
63.209 |
|
|
-143.440 |
|
Manh Choh |
|
62.947 |
|
|
-142.627 |
|
Triple Z |
|
63.364 |
|
|
-142.490 |
|
Lucky Shot |
|
61.776 |
|
|
-149.411 |
|
Willow |
|
61.802 |
|
|
-149.232 |
|
AmanitaNE |
|
65.021 |
|
|
-147.168 |
|
Amanita |
|
64.937 |
|
|
-147.424 |
|
Golden Zone |
|
63.194 |
|
|
-149.667 |
|
Johnson Tract |
|
60.123 |
|
|
-152.919 |
|
* Lat/Long (NAD83)
Commercial Production at the Manh Choh Project began in the second half of 2024. The Contango Properties are all currently in the exploration stage and are not currently producing. Besides the Lucky Shot Project, which had historic production from late 1920s until 1942, none of the other Contango Properties have ever been commercially produced.
Acquisition of Exploration and Mining Rights
Exploration and mining rights in Alaska may be acquired in the following manners: public lands, private fee lands, unpatented Federal or State of Alaska mining claims, patented mining claims, and tribal lands. The primary sources for acquisition of these lands are the United States government, through the Bureau of Land Management and the United States
20
Forest Service, the Alaskan state government, tribal governments, and individuals or entities who currently hold title to or lease government and private lands.
Tribal lands are those lands that are under control by sovereign Native American tribes. Areas that show promise for exploration and mining can be leased from or joint ventured with the tribe controlling the land, including land constituting the Tetlin Lease.
The State of Alaska government owns public lands. Mineral resource exploration, development and production are administered primarily by the State of Alaska's State Department of Natural Resources. Ownership of the subsurface mineral estate, including alluvial and lode mineral rights, can be acquired by staking a 40-acre or 160-acre mining claim, which right is granted under Alaska Statute Sec. 38.05.185 to 38.05.275, as amended. The State of Alaska continues to own the surface estate, subject to certain rights of ingress and egress owned by the claimant, even though the subsurface can be controlled by a claimant with a right to extract through claim staking. A mining claim is subject to annual assessment work requirements, the payment of annual rental fees and royalties due to the State of Alaska after commencement of commercial production. Both private fee-land and unpatented mining claims and related rights, including rights to use the surface, are subject to permitting requirements of federal, state, tribal and local governments.
Current Mining Activity
The Peak Gold JV’s Manh Choh mine is now actively mining from an open pit. Ore is stockpiled depending on grade and oxide/sulfide content and transported to the Fort Knox mill for future processing. Other than the former-producing mines located on the Lucky Shot Property (described below), which are not currently in production, there are no existing mines on any of the other Contango Properties. At Lucky Shot, the Company is developing an underground mine by enhancing underground access for exploration and development drilling. At Johnson Tract, the Company is working to permit the underground exploration drift, along with performing baseline environmental and engineering work. The Company has not determined the type of mine that may be established in the future at its other exploration stage properties (Eagle-Hona, Triple Z, Shamrock, Amanita NE, Amanita and Golden Zone) in connection with any possible mineral production.
Summary of Mineral Reserves and Resources
A “mineral reserve" is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted. The term “economically viable,” as used in the definition of reserve, means that the qualified person has analytically determined that extraction of the mineral reserve is economically viable under reasonable investment and market assumptions.
The term “proven reserves” means the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource. The term “probable reserves” means reserves for which quantity and grade are computed from information similar to that used for proven reserves, but the sites for sampling are farther apart or are otherwise less closely spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.
Proven and probable reserves are based on extensive drilling, sampling, mine modeling and metallurgical testing from which we determined economic feasibility. The reference point for mineral reserves is the point of delivery to the process plant. Metal price assumptions, adjusted for our exchange rate assumption, are based on considering such factors as market forecasts, industry consensus and management estimates. The price sensitivity of reserves depends upon several factors including grade, metallurgical recovery, operating cost, waste-to-ore ratio and ore type. Metallurgical recovery rates vary depending on the metallurgical properties of each deposit and the production process used. The reserve tables below list the average metallurgical recovery rate for each deposit, which takes into account the relevant processing methods. The cut-off grade, or lowest grade of mineralization considered economic to process, varies between deposits depending upon prevailing economic conditions, mineability of the deposit, by-products, amenability of the ore to gold, copper, silver, lead, zinc or molybdenum extraction and type of milling or leaching facilities available. Reserve estimates may have non-material differences in comparison to our joint venture partners due to differences in classification and rounding methodology.
A "mineral resource" is a concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.
21
Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into mineral reserves. Confidence in the estimate of inferred mineral resources is insufficient to allow the meaningful application of technical and economic parameters.
Manh Choh Project
The mineral reserves and resources at the Manh Choh Project are contained within two deposits: Manh Choh North and Manh Choh South. They were developed using a computer-based block model based on drill hole assay information and geologic interpretation of the mineralization boundaries. Mineral reserves and resources were estimated using the block model and open pit design software to establish the component of the deposit with reasonable prospects for economic extraction. The current reserve and resource statement reflects mineral additions due to additional drilling within the Manh Choh Project that has been completed over the last year, as well as depletion due to production during the same period. Monthly reconciliations from mining operations captured incremental ore blocks and waste blocks. The Mineral reserve and resource estimate was prepared by Kinross Technical Services (KTS) and reviewed by the Qualified Person.
The tables below summarize the mineral reserve and resource estimates for the Manh Choh Project effective December 31, 2025 on both a: (i) Peak Gold, LLC 100% ownership basis and (ii) Contango ORE 30% attributable ownership basis.
Peak Gold, LLC Reserves 100% Ownership
|
|
Tonnage |
|
|
Grade |
|
|
Contained Metal |
|
|
Grade |
|
|
Contained Metal |
|
|||||
Category |
|
(000 t) |
|
|
(g/t Au) |
|
|
(000 oz Au) |
|
|
(g/t Ag) |
|
|
(000 oz Ag) |
|
|||||
Proven |
|
|
525 |
|
|
|
4.0 |
|
|
|
68 |
|
|
|
11.8 |
|
|
|
199 |
|
Probable |
|
|
2,379 |
|
|
|
7.4 |
|
|
|
566 |
|
|
|
11.3 |
|
|
|
1,061 |
|
Total Proven + Probable |
|
|
2,904 |
|
|
|
6.8 |
|
|
|
634 |
|
|
|
11.4 |
|
|
|
1,260 |
|
Contango ORE Reserves 30% Attributable Ownership
|
|
Tonnage |
|
|
Grade |
|
|
Contained Metal |
|
|
Grade |
|
|
Contained Metal |
|
|||||
Category |
|
(000 t) |
|
|
(g/t Au) |
|
|
(000 oz Au) |
|
|
(g/t Ag) |
|
|
(000 oz Ag) |
|
|||||
Proven |
|
|
158 |
|
|
|
4.0 |
|
|
|
20 |
|
|
|
11.8 |
|
|
|
60 |
|
Probable |
|
|
714 |
|
|
|
7.4 |
|
|
|
170 |
|
|
|
11.3 |
|
|
|
259 |
|
Total Proven + Probable |
|
|
872 |
|
|
|
6.8 |
|
|
|
190 |
|
|
|
11.4 |
|
|
|
319 |
|
Notes:
The Qualified Person is not aware of any risk factors associated with, or changes to, any aspects of the modifying factors such as mining, metallurgical, infrastructure, permitting, or other relevant factors that could materially affect the mineral reserve estimate.
22
Peak Gold, LLC Resources 100% Ownership (Exclusive of Reserves)
|
|
Tonnage |
|
|
Grade |
|
|
Contained Metal |
|
|
Grade |
|
|
Contained Metal |
|
|||||
Category |
|
(000 t) |
|
|
(g/t Au) |
|
|
(000 oz Au) |
|
|
(g/t Ag) |
|
|
(000 oz Ag) |
|
|||||
Measured |
|
|
621 |
|
|
|
2.0 |
|
|
|
39 |
|
|
|
11.9 |
|
|
|
237 |
|
Indicated |
|
|
382 |
|
|
|
2.1 |
|
|
|
26 |
|
|
|
6.6 |
|
|
|
81 |
|
Total Measured + Indicated |
|
|
1,003 |
|
|
|
2.0 |
|
|
|
65 |
|
|
|
9.8 |
|
|
|
318 |
|
Contango Resources 30% Ownership (Exclusive of Reserves)
|
|
Tonnage |
|
|
Grade |
|
|
Contained Metal |
|
|
Grade |
|
|
Contained Metal |
|
|||||
Category |
|
(000 t) |
|
|
(g/t Au) |
|
|
(000 oz Au) |
|
|
(g/t Ag) |
|
|
(000 oz Ag) |
|
|||||
Measured |
|
|
186 |
|
|
|
2.0 |
|
|
|
12 |
|
|
|
11.9 |
|
|
|
71 |
|
Indicated |
|
|
115 |
|
|
|
2.1 |
|
|
|
8 |
|
|
|
6.6 |
|
|
|
24 |
|
Total Measured + Indicated |
|
|
301 |
|
|
|
2.0 |
|
|
|
20 |
|
|
|
9.8 |
|
|
|
95 |
|
Notes:
The estimates of mineral resources may be materially affected if mining, metallurgical, or infrastructure factors change from those currently anticipated at the Manh Choh Project. Although the Qualified Person had a reasonable expectation that the majority of inferred mineral resources could be upgraded to indicated or measured resources with continued exploration, estimates of inferred mineral resources have significant geological uncertainty and it should not be assumed that all or any part of an inferred mineral resource will be converted to the measured or indicated categories.
Lucky Shot Project
The mineral resources at the Lucky Shot Project are contained within two deposits: Lucky Shot and Coleman. They were developed using a computer-based block model based on drill hole assay information and geologic interpretation of the mineralization boundaries. Mineral resources were estimated using the block model and underground shapes created in Leapfrog software using a 3.0 g/t Au cut off grade averaged over 3 meters to establish the areas of the deposit with reasonable prospects for economic extraction. The mineral resource block model and estimate were prepared by the Qualified Person. The model was based on validated drilling data available through February 2023.
The tables below summarize the mineral resource estimates for the Lucky Shot Project effective as of May 26, 2023:
|
|
Tonnage |
|
|
Grade |
|
|
Contained Metal |
|
|||
Category |
|
(000 t) |
|
|
(g/t Au) |
|
|
(000 oz Au) |
|
|||
Measured |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Indicated |
|
|
226 |
|
|
|
14.5 |
|
|
|
105 |
|
Total Measured + Indicated |
|
|
226 |
|
|
|
14.5 |
|
|
|
105 |
|
|
|
|
|
|
|
|
|
|
|
|||
Inferred |
|
|
82 |
|
|
|
9.5 |
|
|
|
25 |
|
23
Notes:
Johnson Tract Project
The mineral resources at the Johnson Tract Project are contained within one deposit. It was developed using a computer-based block model based on drill hole assay information and geologic interpretation of the mineralization boundaries. Mineral resources were estimated using the block model and underground shapes created in Leapfrog software using a 3.0 g/t Au cut off grade averaged over 3 meters to establish the areas of the deposit with reasonable prospects for economic extraction. The mineral resource block model and estimate were prepared by the Qualified Person. The model was based on validated drilling data available through May 2025.
The tables below summarize the mineral resource estimates for the Johnson Tract Project effective as of May 12, 2025
|
|
Tonnage |
|
|
Grade |
|
|
Grade |
|
|
Cu |
|
|
Pb |
|
|
Zn |
|
|
AuEq |
|
|||||||
Category |
|
(000 t) |
|
|
(g/t Au) |
|
|
(g/t Ag) |
|
|
(%) |
|
|
(%) |
|
|
(%) |
|
|
(g/t) |
|
|||||||
Indicated |
|
|
3,489 |
|
|
|
5.33 |
|
|
|
6.00 |
|
|
|
0.56 |
|
|
|
0.67 |
|
|
|
5.21 |
|
|
|
9.39 |
|
Inferred |
|
|
706 |
|
|
|
1.36 |
|
|
|
9.10 |
|
|
|
0.59 |
|
|
|
0.30 |
|
|
|
4.18 |
|
|
|
4.76 |
|
Total Indicated + Inferred |
|
|
4,195 |
|
|
|
6.69 |
|
|
|
15.10 |
|
|
|
1.15 |
|
|
|
0.97 |
|
|
|
9.39 |
|
|
|
14.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
Contained Metal |
|
|
Contained Metal |
|
|
Contained Metal |
|
|
Contained Metal |
|
|
Contained Metal |
|
|
Contained Metal |
|
|||||||
Category |
|
|
|
|
(000 oz Au) |
|
|
(000 oz Ag) |
|
|
(M Lb Cu) |
|
|
(M Lb Pb) |
|
|
(M Lb Zn) |
|
|
(000 oz AuEq) |
|
|||||||
Indicated |
|
|
|
|
|
598 |
|
|
|
673 |
|
|
|
43.10 |
|
|
|
51.50 |
|
|
|
400 |
|
|
|
1,053 |
|
|
Inferred |
|
|
|
|
|
31 |
|
|
|
207 |
|
|
|
9.20 |
|
|
|
4.70 |
|
|
|
65 |
|
|
|
108 |
|
|
Total Indicated + Inferred |
|
|
|
|
|
629 |
|
|
|
880 |
|
|
|
52.30 |
|
|
|
56.20 |
|
|
|
465 |
|
|
|
1,161 |
|
|
Notes
24
Peak Gold JV Property
Location of and Access to the Peak Gold JV Property
The Peak Gold JV Property is located in the Tetlin Hills and Mentasta Mountains of eastern interior Alaska, 200 miles (300 kilometers) southeast of the city of Fairbanks, 12 miles (20 kilometers) southeast of Tok, Alaska and 90 miles from the Alaska-Canada border. The Tetlin Lease covers an area of 675,000 acres measuring approximately 50 miles (80 kilometers) north-south by 37 miles (60 kilometers) east-west. In addition to the Tetlin Lease, the property includes nearly 13,000 acres of contiguous state claims on its northwestern border. There are many roads and ATV accessible trails within the property, though all are private. The property is bordered to the north and east by the Alaska Highway and the Tok Cutoff Highway along its western edge. The road-accessible Manh Choh deposit is located 9 miles (15 kilometers) south of the Alaska Highway in the northwestern portion of the Tetlin Lease, covering an area approximately 0.5 mile by 0.5 mile situated just north of VABM Tetlin (elev 3,345 feet ASL). The deposit is 250 miles (400 kilometers) from the Fort Knox Milling Complex.
The Peak Gold JV Property is accessible via a new 18 mile secured mine access road connected to the Alaska Highway. The majority of our Peak Gold JV Property is accessible only via helicopter, although many winter trails exist in the Tetlin Hills and Mentasta Mountains in the northern and southwestern parts of the properties, respectively. Winter trails link Tetlin Village to the village of Old Tetlin and continue south to the Tetlin River airstrip, a 1,500 foot long unmaintained gravel strip located in the Tetlin River Valley. Winter trails also provide access to the Tuck Creek valley from the village of Mentasta on the Tok Cutoff Highway.
The paved Alaska Highway passes near the northern edge of the Peak Gold JV Property as does the southern terminus of the Taylor Highway where it joins the Alaska Highway at Tetlin Junction. The 23-mile long Tetlin Village Road provides year-round access to the northern Tetlin Hills, linking Tetlin Village to the Alaska Highway. Buried electrical and fiber-optic communications cables follow this road corridor and link Tetlin Village to the Tok power and communications grid. The Tok public electric facility is capable of generating up to 2 megawatts of power, and the nearest high capacity public electric facilities to the Peak Gold JV Property are in Delta Junction, 107 miles northwest of the Peak Gold JV Property and Glennallen, 138 miles southwest of the Peak Gold JV Property. The Company does not have any plant or equipment at the Peak Gold JV Property, and relies on contractors for the Peak Gold JV to perform work. The Company does not believe the Peak Gold JV Property was explored for minerals prior to exploration activities of the Company and the Peak Gold JV.
25
The maps below depicts the Peak Gold JV Property and the State of Alaska mining claims leased by the Company:
Tetlin Lease
JEX entered into the Tetlin Lease with the Tetlin Tribal Council, effective as of July 15, 2008. In November 2010, the Tetlin Lease was assigned to the Company and in January 2015, the Tetlin Lease was assigned to the Peak Gold JV. The Tetlin Lease’s current term extends to July 5, 2028, and for so long thereafter as the Peak Gold JV continues conducting exploration or mining operations on the Tetlin Lease.
The Peak Gold JV was required to spend $350,000 per year annually until July 15, 2018 in exploration costs pursuant to the Tetlin Lease. Exploration expenditures to date under the Tetlin Lease have satisfied this work commitment requirement for the full lease term, through 2028, because exploration funds spent in any year in excess of $350,000 are credited toward future years’ exploration cost requirements. The Tetlin Lease also provides that the Peak Gold JV will pay the Tetlin Tribal Council a production royalty ranging from 3% to 5% should the Peak Gold JV deliver to a purchaser on a commercial basis precious or non-precious metals derived from the properties under the Tetlin Lease. The Company had previously paid the Tetlin Tribal Council $225,000 in exchange for reducing the production royalty payable to them by 0.75%. These payments lowered the production royalty to a range of 2.25% to 4.25%. The Tetlin Tribal Council had the option to increase its production royalty by (i) 0.25% by payment to the Peak Gold JV of $150,000, (ii) 0.50% by payment to the Peak Gold JV of $300,000, or (iii) 0.75% by payment to the Peak Gold JV of $450,000. The Tetlin Tribal Council exercised the option to increase its production royalty by 0.75% by payment to the Peak Gold JV of $450,000 on December 31, 2020. In lieu of a cash payment, the $450,000 will be credited against future production royalty and advance minimum royalty payments due by the Peak Gold JV to the Tetlin Tribal Council under the lease once production begins.
Production commenced in July 2024 and the Peak Gold JV commenced paying the production royalty obligations pursuant to the terms of the Tetlin Lease. Additionally, the Peak Gold JV is paying RG Royalties, LLC a production royalty of
26
3% on commercial production of gold or derived from the Tetlin Lease and the 159 Peak Gold JV owned State of Alaska Mining Claims. RG Royalties, LLC holds a separate silver production royalty of 28% on a 3,931 acre portion of the Tetlin Lease, including the Manh Choh North and Manh Choh South deposits. The 159 mining claims will also be subject to taxes and royalties due to the State of Alaska on mineral production from state lands.
Exploration & Development Overview
In July 2022, the Peak Gold JV released a feasibility study and Kinross announced that it would proceed with development of the project. Aggregate capital expenditures for the Peak Gold JV to execute the development plan were forecast to be approximately $189 million, including $30 million for the purchase the highway ore transport fleet. The Manh Choh camp and road access to the mine site were completed and production commenced during the second half of 2024, with a mine plan that consisted of two small, open pits to be mined concurrently over 4.5 years. Mined ore from the Main and North Manh Choh deposits is being transported to and processed at the Kinross-owned Fort Knox mining and milling complex located 250 highway miles (400 kilometers) away.
The feasibility study included an Average All-in Sustaining Costs (AISC) for the Company estimated at $1,116 per Au eq. oz. (which includes the Fort Knox Toll processing costs). The current estimated AISC for the remaining life of mine is projected to be between $1,700 to $1,800 per Au eq. oz (See Item 7 for gold production guidance estimates). As of December 31, 2025, the Company has contributed approximately $106.2 million to the Peak Gold JV.
Geology
The exploration effort on the Tetlin Lease for the Manh Choh Project identified two prospective mineral deposits (Main and North Manh Choh) and several other gold and copper prospects following drilling programs begun in 2011. While proven and probable mineral reserves have been reported for the Manh Choh Project, mineral reserves have not been reported on any of the other targets on the Peak Gold JV Property. There has been no recorded past placer or lode mining on Peak Gold JV Property, and the Company and the Peak Gold JV are the only entities known to have conducted drilling operations on the Peak Gold JV Property.
The majority of the Peak Gold JV Property is hosted within the Yukon-Tanana Terrane (“YTT”), a regionally extensive package of metamorphic rocks. Rocks of the YTT on the Peak Gold JV Property consist primarily of more deformed, higher temperature metamorphic rocks on the northern third of the project and less deformed, lower temperature metamorphic rocks to the south. Country rocks on the Peak Gold JV Property are intruded by granitic rocks that have not been well mapped. Large-scale structural features within the Peak Gold JV Property are closely tied to movements along the Tintina-Kaltag and Denali-Farewell fault systems, two continental-scale faults between which are a series of district and prospect-scale northeast, northwest and east-west structures. Limited exposures in the northern half of the property make identification of these structures difficult. Prospect to hand-sample scale folding has been noted throughout the project area.
Although alpine glaciation has affected elevations above 4,500 feet on the southern edge of the Peak Gold JV Property, most of the Peak Gold JV Property escaped Pleistocene continental glaciation. However, due to its proximity to continental glaciers to the north and east, the Peak Gold JV Property was covered by a variable thickness of wind-blown silt ranging up to 10 meters thick. This extremely fine-grained, metal-barren silt effectively masks the geochemical signature of underlying bedrock containing gold-copper-silver mineralization. Following deposition of this silt layer, the Peak Gold JV Property was subject to an extensive period of surface weathering, which now extends 200-300 feet below surface.
From a regional perspective, the Peak Gold JV Property is located in the Tintina Gold Belt in rocks that are highly prospective for gold deposits as well as porphyry copper-molybdenum-gold deposits. These two genetically different types of mineralization overlap in eastern Interior Alaska and the western Yukon Territory and are host to dozens of known prospects, deposits and active mines. In addition, rocks on the southern edge of the Peak Gold JV Property are prospective for nickel-copper-platinum group element deposits. Prior to its discovery in 2009, the style of mineralization discovered on the Chief Danny prospect on the Peak Gold JV Property was unknown in Interior Alaska. Diamond drilling results have revealed the presence of a distinctive suite of elements and minerals at the Main Manh Choh, North Manh Choh and Discovery Zones that do not match the typical characteristics of gold deposits of the Tintina Gold Belt but do share several diagnostic characteristics of gold-copper-silver skarn deposits, possibly as part of a larger porphyry copper-molybdenum-gold system. “Skarn” is a term that refers to a distinctive class of mineral deposits formed where limestone-bearing rocks are intruded by hot, fluid-bearing granitic rocks. The Main Manh Choh and North Manh Choh Zones mineralization most closely resembles the gold-sulfide skarns mined at the Fortitude deposit in the Battle Mountain Mining District of central Nevada.
27
Exploration Activity and Targets
Chief Danny Prospect Area. The Chief Danny Prospect Area currently is the most advanced exploration target on the Peak Gold JV Property and is comprised of several distinct mineralized areas: the Main Manh Choh Zone, Berg, Mohawk, Silverbell, Infrastructure Pad and SSS Zones. The Chief Danny prospect was discovered during rock, stream sediment and pan concentrate sampling in 2009 and since then has been explored using top of bedrock soil auger sampling, trenching, ground IP geophysics, airborne magnetic and resistivity surveys and core drilling. Results from this work indicate the presence of a zoned metal-bearing system consisting of a gold-copper-iron enriched core covering six square miles at Chief Danny. The Company has also conducted some environmental base line studies on the areas surrounding the Chief Danny prospect, as well as airborne magnetic and resistivity programs. From 2009 through December 31, 2025, the Company conducted field-related exploration work at the Chief Danny Prospect, including collecting the following samples:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stream |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
Core |
|
|
Rock |
|
|
Soil |
|
|
Pan Con |
|
|
Silt |
|
|
Core |
|
|
IP/Geophysics |
|
|
Trenching |
|
||||||||
Year |
|
Program |
|
Samples |
|
|
Samples |
|
|
Samples |
|
|
Samples |
|
|
Samples |
|
|
(feet) |
|
|
(kilometers) |
|
|
(feet) |
|
||||||||
2009 |
|
Chief Danny |
|
|
— |
|
|
|
958 |
|
|
|
33 |
|
|
|
94 |
|
|
|
11 |
|
|
|
— |
|
|
|
— |
|
|
|
2,330 |
|
2010 |
|
Chief Danny |
|
|
— |
|
|
|
613 |
|
|
|
760 |
|
|
|
668 |
|
|
|
795 |
|
|
|
— |
|
|
|
14 |
|
|
|
— |
|
2011 |
|
Chief Danny |
|
|
1,267 |
|
|
|
20 |
|
|
|
688 |
|
|
|
— |
|
|
|
— |
|
|
|
8,057 |
|
|
|
3,957 |
|
|
|
— |
|
2012 |
|
Chief Danny |
|
|
5,223 |
|
|
|
82 |
|
|
|
1,029 |
|
|
|
— |
|
|
|
— |
|
|
|
36,006 |
|
|
|
— |
|
|
|
— |
|
2013 |
|
Chief Danny |
|
|
8,970 |
|
|
|
14 |
|
|
|
1,406 |
|
|
|
85 |
|
|
|
278 |
|
|
|
47,081 |
|
|
|
2,414 |
|
|
|
— |
|
2014 |
|
Chief Danny |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
2015 |
|
Chief Danny |
|
|
8,352 |
|
|
|
133 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
46,128 |
|
|
|
— |
|
|
|
— |
|
2016 |
|
Chief Danny |
|
|
10,450 |
|
|
|
21 |
|
|
|
694 |
|
|
|
— |
|
|
|
— |
|
|
|
67,336 |
|
|
|
24 |
|
|
|
— |
|
2017 |
|
Chief Danny |
|
|
11,864 |
|
|
|
112 |
|
|
|
975 |
|
|
|
408 |
|
|
|
408 |
|
|
|
59,347 |
|
|
|
48 |
|
|
|
— |
|
2018 |
|
Chief Danny |
|
|
2,973 |
|
|
|
402 |
|
|
|
63 |
|
|
|
45 |
|
|
|
9 |
|
|
|
20,307 |
|
|
|
80 |
|
|
|
— |
|
2019 |
|
Chief Danny |
|
|
1,575 |
|
|
|
839 |
|
|
|
1,563 |
|
|
|
18 |
|
|
|
— |
|
|
|
10,079 |
|
|
|
1,049 |
|
|
|
— |
|
2020 |
|
Chief Danny |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,575 |
|
|
|
— |
|
|
|
— |
|
2021 |
|
Chief Danny |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
33,010 |
|
|
|
— |
|
|
|
— |
|
2022 |
|
Chief Danny |
|
|
1,260 |
|
|
|
493 |
|
|
|
1,681 |
|
|
|
— |
|
|
|
584 |
|
|
|
8,983 |
|
|
|
— |
|
|
|
— |
|
2023 |
|
Chief Danny |
|
|
— |
|
|
|
27 |
|
|
|
313 |
|
|
|
— |
|
|
|
— |
|
|
|
2,308 |
|
|
|
— |
|
|
|
4,100 |
|
2024 |
|
Chief Danny |
|
|
2,373 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15,665 |
|
|
|
— |
|
|
|
— |
|
2025 |
|
Chief Danny |
|
|
4,220 |
|
|
|
155 |
|
|
|
1,355 |
|
|
|
— |
|
|
|
— |
|
|
|
24,051 |
|
|
|
— |
|
|
|
1,500 |
|
|
|
Total |
|
|
58,527 |
|
|
|
3,869 |
|
|
|
10,560 |
|
|
|
1,318 |
|
|
|
2,085 |
|
|
|
382,933 |
|
|
|
7,586 |
|
|
|
7,930 |
|
28
Drill locations for Chief Danny Area
Initial drilling area focused on “near mine” exploration drilling approximately 2,970m focused on previously identified mineralized faults and skarn system mineralization on the NW end of Mohawk ridge and Silverbell. Drilling in this area focused on mineral systems hypothesizes and follow up testing of previously ID geophysics and surface Geochem anomalies. The second phase of drilling focused on the “Minex” program, drilling approximately 2,800m on the NW corner of the S. Pit wall. Drilling focused on incremental growth to current resources in the mining life of mine plan. The third drill phase, approximately 1540m, was generative in nature following up on prospective sites in Prospect Gully, Saddle, and west Silverbell.
Additionally, two soil grids were completed – Access Rd area north of the current mine, and the Neldzeegn grid on the SW area of the property.
29
Community Affairs
In April 2015, the Peak Gold JV entered into a Community Support Agreement (as amended, the “Support Agreement”) with the Tetlin Village for a one-year period, which has been extended multiple times. Under the most recent extension, dated January 1, 2024, the Peak Gold JV will provide payments to the Tetlin Village four times during the year for an aggregate amount of $100,000 per year through January 1, 2026. The Support Agreement defines agreed uses for the funds and auditing rights regarding use of funds. In addition, the Peak Gold JV supports the Tetlin Village in maintenance of the village access road, which is used by the Peak Gold JV in furtherance of the Manh Choh Project. In 2025, the Peak Gold JV spent approximately $2.4 million in the community, consistently employed over 100 local employees (including contractor local hires), and conducted approximately 6,100 stakeholder engagement activities.
Lucky Shot Property
Location of and Access to the Lucky Shot Property
The Lucky Shot Property was acquired by the Company in 2021 through its acquisition of LSA. The Property covers three former producing gold mines in the Willow Mining District located in the southern Talkeetna Mountains of south central Alaska and covers an area of approximately 35 square kilometers. The three former mines include the Coleman, Lucky Shot and War Baby mines, located along a continuous low angle structural zone occupied by a series high-grade quartz vein hosting free gold and minor sulfide and telluride mineralization. The Lucky Shot Property consists of a mine site located 180 kilometers (112 miles) north of Anchorage, Alaska, and a processing site located about 48 kilometers (30 miles) west of the mine site, on the George Parks Highway. The Lucky Shot Property includes 725 acres of patented mining claims and 7,900 acres of State of Alaska mining claims leased from Alaska Hardrock Inc. The patented mining claims are subject to three separate royalties: a 0.5% NSR royalty due to Enserch Processing Partners, Ltd.; a 2.9% NSR royalty on the patented claims covering the Lucky Shot mineral resource and a 3.3% NSR royalty on other patented claims due to Daniel E. Renshaw; and a 2% NSR royalty due to Alaska Hardrock Inc. The State of Alaska mining claims are subject to a 4% NSR royalty due to Alaska Hardrock Inc. All state claims are also subject to taxes and royalties due to the State of Alaska on mineral production from state lands. The Lucky Shot Property covers three former producing gold mines in the Willow Mining District located in south central Alaska. The claim block is an irregular shape measuring approximately 10 miles east-west and up to 5 miles north-south. Elevations of the property range from approximately 2,600 feet ASL along Craigie Creek to peaks at Bullion Mountain (5,100 feet ASL) and Lucky Shot Ridge (4,880 feet ASL). Infrastructure in the area is excellent with road access between the mine site and plant site via unsealed secondary road, sealed two-lane highway, and the four-lane Parks Highway connecting Anchorage and Fairbanks.
30
The map below depicts the Lucky Shot Property leased by the Company:
Geology
The Willow Creek Mining District straddles the margin of a granodiorite batholith that forms the Talkeetna Mountains and is bounded on the south by the Castle Mountain fault system. The Lucky Shot vein system was determined to be continuous from the War Baby to the Coleman across the project area – a distance of approximately 1.6 kilometers (1 mile), with two high-angle faults structures segmenting the vein into three blocks (i.e. the Coleman block, Lucky Shot block and War Baby block). A third fault structure further east was determined to separate the War Baby block from drilling that intersected the vein structure in what is known as the Murphy block – extending the known vein structure another 600 meters (approximately 2,000 feet) further east. Between the Coleman and War Baby mines the vertical and lateral offset is a few meters up to tens of meters which allowed historic mining to continue across faults in a near-continuous manner. This similar magnitude of vertical and lateral displacement is defined as an oblique-slip fault and is typical of a transpressional structural environment. District geologic mapping shows that the Castle Mountain fault is a major regional strike slip fault and that the Hatcher Pass Fault is a sympathetic fault that places a thick section of Cretaceous schists up against a rigid body made up of the late Cretaceous Willow Creek batholith. The Company believes the contact environment between these two disparate lithologies is an ideal location for low angle, listric fault-controlled quartz vein hosted gold deposits, characteristic of the Willow district.
The three historic mines at the Coleman, Lucky Shot and War Baby properties are controlled by a continuous low angle, listric fault zone occupied by a series of quartz veins and sheared breccia zones from 1 meter wide up to several meters in width. The veins are hosted by a granodiorite composition intrusive rock which is part of the Willow Creek batholith described above. The quartz veins are central to a broader alteration zone that extends tens of meters adjacent to the veins and consists of sericite, chlorite, albite, leucoxene, and ankerite/siderite. The quartz veins contain native gold, pyrite, arsenopyrite, tetrahedrite-tennantite, sphalerite, galena, and various telluride minerals (coloradoite and nayagite have been identified).
31
The mines located in the Lucky Shot Property have historically produced minerals prior to their shut down in 1942 due to the World War II effort, after which little happened on the property until the 1980s when Enserch Exploration conducted an exploration program that included soil sampling, drilling, and underground exploration. The property was subsequently explored by several other entities before the Company acquired the property in 2021.
Exploration Plan
Lucky Shot exploration is planned as a four-phase program aimed at expanding mineral resource and increasing in-fill drill density to improve confidence, in support of a mineral resource update and feasibility study targeted for the first half of 2027. Phase 1 commenced in November 2025 with the mobilization of underground drill crews to site. This initial underground drilling program is testing the Lucky Shot vein system from existing underground development, with drill stations positioned on the footwall side of the structure. Phase 1 drilling is scheduled to conclude in May 2026.
Phase 2 is expected to begin immediately following completion of Phase 1 and will focus on expanding underground exploration drifts to improve drill access and platform coverage, while also advancing development intended to connect the Lucky Shot workings with the Coleman development. Phase 3 is planned to commence in June 2026 and will consist of surface drilling targeting the Coleman system to test continuity and potential extensions from surface-based platforms. Phase 4 is planned to resume underground drilling from newly constructed underground development, with drill stations positioned from the north (hanging wall side) to target down-dip extensions of the Lucky Shot vein system. Phase 4 is currently anticipated to commence near the end of the third quarter of 2026.
Johnson Tract Property
Location of and Access to the Johnson Tract Property
The Project is located 200 kilometers southwest of Anchorage, 15 kilometers inland from Cook Inlet and tidewater. A gravel airstrip 800 meters long and 30 meters wide allows for fixed wing aircraft to access the Project. Snow-free access is generally open from mid-June through to mid-October. Helicopter is used to access the JT Deposit and surrounding prospects. A gravel road links the airstrip to the Johnson Camp.
32
Land Status History
The Johnson Tract is owned by Cook Inlet Region, Inc. (CIRI) and is situated within the broader Cook Inlet region. CIRI’s traditional lands encompass some of the most developed lands in Alaska. Consequently, the mechanism established by the Alaska Native Claims Settlement Act (ANCSA) in 1971 for Native land selections did not work in the region. Much of the land in the area was occupied by private ownership, municipalities, and boroughs, or had been prior selected by the State of Alaska. Much of what remained was mountaintops and glaciers. Seeking fair treatment, CIRI worked through the courts to remedy the lack of available selections of “customary and traditional lands”. A long negotiation process followed between the United States Department of Interior, the State of Alaska, and CIRI, culminating in the Cook Inlet Land Exchange, the largest land exchange agreement in American history. The Terms and Conditions for Land Consolidation and Management in the Cook Inlet Area (“the CIRI Agreement”) were enacted into federal law in January of 1976 (PL 94-204) and approved by the Alaska Legislature in March 1976.
Among other things, the CIRI Agreement facilitated the creation of Lake Clark National Park and conveyance to CIRI of a well-known mineral prospect within Park boundaries. This prospect, known as Johnson Tract, was divided into two blocks of roughly equal size: The North Tract and the South Tract. CIRI received subsurface title to the North Tract, and both surface and subsurface title to the South Tract. In the North Tract, it was agreed that surface use for the purpose of exploration and extraction would occur pursuant to a surface use plan approved by the Department of Interior. The South Tract agreement was subject to a covenant that the surface estate could only be used for purposes incident to mining and mineral extraction. The North and South Tracts were conveyed to CIRI by the Bureau of Land Management on May 14th, 1979 and March 10th, 1982, respectively.
33
Enabled by the Cook Inlet Land Exchange, Congress formally established Lake Clark National Park and Preserve in 1980 pursuant to Section 201(7) of ANILCA, significantly expanding the land base as compared to the original Park proposal. The expansion was made possible because CIRI and its villages relinquished selections previously made under ANCSA for significantly less acreage in different, sometimes less desirable areas. The creation of the Park specifically excluded privately owned lands such as those held by CIRI. The surface lands of the North Tract are to be administered by the Park in a manner consistent with CIRI’s ownership of the subsurface estate.
Details on the conveyance and restrictive covenants can be found in Sections I.D.(2) and (3) of the December 10th, 1975 Terms and Conditions for Land Consolidation and Management in the Cook Inlet Area agreed between CIRI and the Federal Government and ratified by Congress on January 2nd, 1976 by enactment of Section 12 of PL 94-204. Revenues CIRI receives from any commercial mineral production in the Johnson Tract will be subject to the 7(i) and 7(j) provisions of ANCSA which provides for the sharing of such revenues among other Alaska regional and village corporations.
Johnson Tract Lease Agreement
Contango Ore, through its wholly owned US subsidiary J T Mining Inc., holds a Lease Agreement with CIRI with an effective date of May 17th, 2019. The Lease Agreement is for the Lease Rights to the Project area totaling 20,942 acres, as defined in Section 4.1. The Lease Agreement is for an initial 10-year term (“Initial Term”), followed by a five-year term (“Development Term”) to achieve a mine construction decision, and a production term that will continue for so long as operations and commercial production are maintained. Terms of the Lease Agreement include annual lease payments of $ 75,000 for the first five (5) years, increasing to $150,000 for year six (6) and onward, until production is achieved. A pre-feasibility study or feasibility study of the Project must be completed by the tenth anniversary of the effective date of the Lease Agreement. A commitment of $10 million in expenditures is required within the Initial Term, including at least $ 7.5 million spent within the first six (6) years. The Company has met this commitment as of December 31, 2025.
During the Development Term, a commitment of $2 million in expenditures per year is required until a mine construction decision is achieved. Certain accrual and carry-forward provisions for excess expenditures are included in both the Initial Term and Development Term.
Upon completion of a feasibility study and a decision to construct a mine, CIRI has the one time right to back-in to the Project and participate to a maximum 25% interest. CIRI will also receive NSR royalties of 2% (pre-Payback) to 3% (post-Payback) on base metals and silver and a gold price adjusted NSR royalty of: 2.5% (<$1,250/oz Au); 3% (<$1,500/oz Au); 3.5% (<$2,000/oz Au); or 4% (>$2,000/oz).
Geology
The JT Project is hosted by the Talkeetna Formation of the Alaska Peninsular Terrane, a 1,000 - 2,500 meters thick assemblage of Early Jurassic, intermediate volcanic and volcaniclastic rocks (age based on the abundance of fossil megafauna, Detterman et al., 1996). Thrust onto the western edge of the Talkeetna Formation are plutonic rocks of the Alaska-Aleutian Range Batholith which are dominated locally by quartz diorite, quartz monzonite and tonalite phases with U-Pb zircon ages of 183 - 164 Ma (Rioux et al., 2007). These intrusive rocks are interpreted to be the contemporaneous, plutonic equivalent of the overlying Talkeetna Formation, and together they make up the uppermost part of the Talkeetna Arc.
Within the Project area, the Talkeetna Formation and intrusive rocks to the west are divided by the north-south striking Bruin Bay fault, a regional, transpressional fault system which was likely active in Early Paleogene time (Betka et al., 2017), but may have been responsible for the unroofing of the Talkeetna Arc as early as the Middle-Late Jurassic (cf. Wartes et al., 2013). Most work on the Talkeetna Arc has focused on the section exposed northeast of Anchorage, in the Chugach and Talkeetna mountains, where geochemical and isotopic analysis of intermediate – felsic plutonic rocks suggest an intra-oceanic island arc setting (Clift et al., 2005, Rioux et al., 2007) with little to no input of continental crust material. However, a lack of evidence for mid-ocean ridge lavas, and thermobarometry requiring crustal thicknesses in excess of 30 kilometers (Hacker et al., 2008) suggest that the Talkeetna Arc was likely a ‘mature’ island arc. South of the Project area are Quaternary volcanics associated with the active Iliamna stratovolcano.
34
Regional Geology Map of the Johnson Tract Project
Johnson Tract mineralization is hosted within southeast dipping volcanic and volcaniclastic rocks of the early Jurassic Talkeetna Formation, overlain by middle to late Jurassic sedimentary rocks of the Tuxedni, Chinitna and Naknek formations. To the west of the deposit, the regional west-dipping Bruin Bay Fault juxtaposes diorite to quartz monzonite intrusive rocks against Talkeetna formation host rocks.
Schematic cross-section of the regional geology of the Johnson Tract
Exploration Program
No drilling activities were undertaken in 2025. The program focused on gathering data to advance conceptual engineering and to establish baseline environmental conditions required to support future permitting processes. Field crews started work in July 2025 and finalized the field program in mid-October.
The Company intends to de-risk the current Johnson Tract Resource through underground drilling. To achieve this, construction of the permitted road from the Johnson Tract camp is planned. Underground access will be established once permitting has been completed for a tunnel and laydown site. Permitting for the road access between the Camp and the Tunnel
35
site has been completed, and permitting for the underground tunnel and water disposal system is currently progressing. Once the road is established and permitting for the tunnel and water disposal system is completed, underground mining operations are planned to drive the exploration tunnel towards the ore body to facilitate underground drilling of the ore body and completion of an appropriate feasibility study.
Collection of information to support the design and permitting of a haul road along the coast, and a barge landing allowing for the eventual shipping of ore is ongoing.
The project permitting timetable was officially placed onto the permitting dashboard of FAST-41 (a federal program under Title 41 of the Fixing America’s Surface Transportation Act of 2015 that is designed to improve the timeliness, predictability, and transparency of environmental reviews for large, complex infrastructure projects) on January 30, 2026. The permitting timetable for Johnson Tract serves as a publicly visible contract between the federal government and the Company to ensure that development of the Johnson Tract Critical Metals Project stays on track and remains coordinated between all parties involved in the ongoing permitting process.
Contango Minerals Early-Stage Exploration Properties
Compared to the exploration activities conducted to date on the Peak Gold JV Property, Johnson Tract and the Lucky Shot Property, the Company, through its subsidiaries, has performed significantly less exploration work on the mining claims wholly owned by Contango Minerals, which includes the Triple Z, Eagle/Hona, Shamrock, Willow, Amanita NE and Golden Zone projects, all of which remain in the exploration stage.
Triple Z Property
The Triple Z claims were originally staked in 2009 and the claim block expanded in 2011, and again in 2019, with the claim block now covering an area of approximately 14,800 acres immediately adjacent to the Alaska Highway to the south and west, and the Taylor Highway to the north and east. The 95 State of Alaska mining claims that make up the Triple Z Prospect are subject to a 3% NSR royalty to RG Royalties, LLC on all mineral products, in addition to taxes and royalties due to the State of Alaska on mineral production from state lands. The center of the Triple Z claim block is located 15 miles northeast of the Manh Choh deposit and 5 miles northeast of Tetlin Junction, where the Taylor Highway intersects the Alaska Highway. The claims cover an area of 14,810 acres with elevations ranging from 2,000 to 3,200 feet ASL. The property, including prospects known locally as the Triple Z, Dennis, Ladue, Asarco and Tok, covers an irregular area measuring up to 4 miles north-south by 8 miles east-west. An ATV-accessible trail leads from the Taylor Highway to the center of the claim block where drilling was conducted in 2012.
The area was identified as prospective for porphyry copper-gold-silver-molybdenum mineralization based on regional government sponsored stream sediment sampling. Surface rock (82 samples) and soil samples (115 samples) were collected in 2009. Follow up auger soil sampling completed between 2009 and 2011 identified a large-scale copper-gold-silver-molybdenum anomaly centered along a low-profile ridge with little to no outcrop. An airborne magnetic and resistivity survey conducted over the area in 2011 showed a coincident magnetic low and resistivity high (classic porphyry signatures) over the geochemically anomalous area. A follow up Induced Polarization (“IP”) survey conducted in 2019 across four orthogonal lines and outlined multiple IP anomalies broadly coincident with the soil and mag/resistivity anomalies. Drilling was completed in 2012 (before the IP survey) with six core holes drilled to depths ranging from 230 meters (755 feet) to 380 meters (1,246 feet). Holes 1202 and 1204 encountered several zones of anomalous copper, gold and silver.
The Company has exploration targets that have not yet been drilled because the Company was waiting for a land transfer to be completed between the Bureau of Land Management and the State of Alaska, which included a highly prospective drill-ready target. As of January 18, 2024, the land transfer was completed, and all of the Triple Z property is now open to exploration. In 2025, the Company applied for and received exploration permits from the Alaska Department of Natural Resources. The Company is planning an exploration program for the 2026 field season to include up to 10 diamond drillholes with a depth up to 762 meters (2500 feet), and up to 5 trenches approximately 15 meters (50 feet) long.
Eagle/Hona Property
The Eagle/Hona property is located west of the Tok Cutoff Highway, approximately 15 miles northwest of the Manh Choh deposit. This block of 450 State of Alaska mining claims covers an area of 69,780 acres, measuring up to 17 miles north-south by up to 10 miles east-west. It includes prospects known by the names Hona, Noah, Natahona, Eagle and Mt. Neuberger. The 152 claims staked in 2012 and 2013 are subject to a 2% NSR royalty and the remaining 298 claims are subject to a 3% NSR on all mineral products due to RG Royalties, LLC, in addition to taxes and royalties due to the State of Alaska on mineral production from state lands. The property is currently accessible only via helicopter but portions of the claim block are less
36
than a mile from the State maintained all-season Tok Cutoff Highway, which leads to the Glenn Highway route to Anchorage, and about a mile south of the State maintained all-season Alaska Highway. The claim block elevations range from 1,800 to 6,742 feet above sea level, and includes VABM Lookout, the summit of Mt. Neuberger, and VABM Hona.
During exploration and discovery of the Manh Choh deposit in 2012, it was recognized that the same stratigraphy that hosts the Manh Choh deposit likely exists west of the Tok River, with a left lateral offset along the Tok River fault. Staking of the first set of claims on the Eagle/Hona property ensued and the claim block was expanded over the next several years. Prior to Contango’s interest, there had been limited historic work in the area. Examination of reconnaissance stream sediment and pan concentrate samples collected by federal government agencies in the 1970s revealed widespread copper and arsenic (pathfinder elements for gold) anomalies within the area now covered by the Eagle claims. There was no gold analysis in the original government sampling. Kennecott Exploration staked and explored at the Hona prospect in 1997 and completed 3 core holes (885m of drilling) in 1998. Drill core from this program, now owned by Kinross, was borrowed in 2017 for relogging and handheld Niton XRF scanning. Two of the three drill holes showed mostly schist lithologies hosting detectable gold and anomalous elements indicative of Manh Choh style mineralization. The third drill hole showed mostly intrusive lithologies, also with anomalous gold.
Contango’s exploration on the Eagle/Hona property began in 2013 with a reconnaissance-level stream sediment and pan concentrate sampling program conducted over most of the southern portion of the Eagle claims. This effort identified a large target area on the property of over 10 kilometers along a northwest corridor where every creek draining the northeast slope showed strongly anomalous gold and arsenic. Exploration of the Hona prospect began in 2015 when a rock sample collected from the Hona prospect returned 3.99 grams per tonne ("g/t") gold with anomalous silver, arsenic, bismuth, copper and cobalt. The mineralization was hosted in quartz mica schist with arsenopyrite veins composing up to 10% of the rock. This metal suite, Au-As-Bi-Co-Cu, is identical to the skarn assemblage at the Manh Choh and North Manh Choh deposits and suggests the Hona mineralization may be related to a system similar to that which generated the Manh Choh deposits.
Additional follow-up and expanded sampling programs, geologic mapping, and geophysical surveys took place on the Eagle/Hona property in 2017, 2019, and 2021. To date, 2,823 rock samples (including 97 trench samples), 528 pan concentrate samples, and 640 stream sediment samples have been collected on the property and 1136.5 square kilometers of airborne geophysical data has been collected. In 2019, two core holes were drilled at the Hona 2 target for a total of 1,301 meters of drilling.
Exploration efforts on the Eagle/Hona property have delineated three large areas with anomalous gold ± arsenic ± copper. Gold, arsenic and copper values in steam sediment samples range up to 377 ppb, 161 ppm and 412 ppm, respectively. Gold, arsenic and copper values in pan concentrates range up to 9,929 ppb, 803 ppm and 206 ppm, respectively. The first target area corresponds to the Hona prospect location and is distinguished by extremely high gold, arsenic and copper in pan concentrates and stream sediments, with pans showing anomalous values at locations where stream gradients are too high for alluvial gold accumulations, suggesting mineralization is nearby, in outcrop and at current weathering surface. The second target area lies west of the Hona prospect and includes much of the upper portion of Natohona Creek. Possibly continuous with the Hona mineralization, this area is characterized by anomalous arsenic and copper, with gold in pans located in low-gradient areas of streams, suggesting significant travel from source. The third target area is the largest on the Eagle/Hona property and is defined by extremely high arsenic with gold in pan concentrates running along a 10 kilometers northwest-southeast swath on the NE side of Mt. Neuberger, where every creek draining the northeast slope shows anomalous gold-arsenic signatures.
Gold mineralization at Eagle/Hona is thought to be intrusive-related, although mineralization discovered in 2019 near the Hona prospect is largely hosted in calc-schist and greenstone peripheral to the Hona intrusive complex. Intrusive gold mineralization has been genetically linked to a series of Late Cretaceous granodiorite and granodiorite porphyry plugs and associated intrusive breccias, which on the adjacent Hona prospect returned argon 40/39 ages of 71 to 75 Ma, overlapping mineralization and intrusive ages from the Manh Choh area.
Results from each of the previous exploration programs has shown positive results, though development of the Eagle/Hona property is still in the early stages. Follow-up geologic mapping and sampling is planned for 2026.
37
The map below depicts the location of the two core holes drilled at the Hona 2 target along with rock chip sampling results and surface geology.
Significant Drill Intercepts from the 2019 Program. Sample intervals are calculated using 0.5 g/t lower cut off for gold with no internal waste less than cutoff grade that is greater than 3 meters in thickness. Intercepts shown are drill intercept lengths. True width of mineralization is unknown. The grade cutoff for gold (Au) is 0.5 g/t; for silver (Ag) is 10 g/t; and for copper (Cu) is 0.1%. The following table summarizes the significant drilling results obtained for the complete 2019 Program:
DrillHole |
|
Zone |
|
From |
|
|
To |
|
|
Interval (meters) |
|
|
Au_g/t |
|
|
Au_opt |
|
|
Ag_g/t |
|
|
Cu % |
|
|||||||
HN19001 |
|
Hona 2 |
|
|
32.00 |
|
|
|
35.05 |
|
|
|
3.05 |
|
|
|
1.01 |
|
|
|
0.029 |
|
|
|
1.4 |
|
|
|
0.027 |
|
HN19001 |
|
Hona 2 |
|
|
436.17 |
|
|
|
440.89 |
|
|
|
4.72 |
|
|
|
0.80 |
|
|
|
0.023 |
|
|
|
— |
|
|
|
0.025 |
|
HN19001 |
|
Hona 2 |
|
|
452.78 |
|
|
|
460.71 |
|
|
|
7.93 |
|
|
|
0.88 |
|
|
|
0.026 |
|
|
|
0.4 |
|
|
|
0.034 |
|
HN19002 |
|
Hona 2 |
|
|
224.33 |
|
|
|
227.38 |
|
|
|
3.05 |
|
|
|
0.59 |
|
|
|
0.017 |
|
|
|
— |
|
|
|
0.012 |
|
HN19002 |
|
Hona 2 |
|
|
339.09 |
|
|
|
342.29 |
|
|
|
3.20 |
|
|
|
1.23 |
|
|
|
0.036 |
|
|
|
1.3 |
|
|
|
0.046 |
|
HN19002 |
|
Hona 2 |
|
|
369.27 |
|
|
|
373.56 |
|
|
|
4.29 |
|
|
|
0.55 |
|
|
|
0.016 |
|
|
|
— |
|
|
|
0.028 |
|
HN19002 |
|
Hona 2 |
|
|
396.85 |
|
|
|
399.04 |
|
|
|
2.19 |
|
|
|
0.93 |
|
|
|
0.027 |
|
|
|
1.7 |
|
|
|
0.024 |
|
HN19002 |
|
Hona 2 |
|
|
445.24 |
|
|
|
446.53 |
|
|
|
1.29 |
|
|
|
3.05 |
|
|
|
0.089 |
|
|
|
0.8 |
|
|
|
0.029 |
|
HN19002 |
|
Hona 2 |
|
|
612.65 |
|
|
|
629.67 |
|
|
|
17.02 |
|
|
|
0.41 |
|
|
|
0.012 |
|
|
|
5.4 |
|
|
|
0.333 |
|
Shamrock Property
In early 2021, the Company staked 361 State of Alaska mining claims over the Shamrock Property in the Richardson Mining District located in central Alaska along the Alaska Highway corridor. These claims lie in the heart of the Richardson Mining District, located in central interior Alaska. Several exploration targets are located within the claim block, including the Shamrock, Banner Dikes, Hilltop, Gold Run and First Chance prospects. These claims are not subject to any royalties other than taxes and royalties due to the State of Alaska on mineral production from state lands. The mining claims cover
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approximately 52,700 acres with elevations ranging from approximately 1,000 feet ASL to 3,023 feet ASL at VABM Buck. The claim block is an irregular shape measuring up to 15 miles east-west and up to 6.2 miles north-south. The location of the Shamrock claims is approximately 50 miles south of Fairbanks, Alaska along the Richardson Highway. The property can be accessed via two unpaved roads off the Richardson Highway at milepost 292.5 and milepost 314. The project area is cut by several unpaved roads and ATV trails, providing access to the interior of the property. The Shamrock claims are located 62 miles from Pogo and 75 miles from Fort Knox with outstanding infrastructure and access, including a high-voltage power line running along the north and south boundaries, as well as the Alaska Pipeline corridor trending ESE and WNW along the northern boundary.
The property includes a total of 361 Alaska state mining claims covering approximately 52,700 acres and gives the Company a dominant land position in the Richardson district (see the map below). The property has excellent infrastructure being right along the Alaska Highway and adjacent to the Trans Alaska Pipeline with several gravel roads and ATV trails providing good access to entire property. In addition, a high-voltage power line traverses along the southern property boundary. This electrical grid provides power to the Pogo gold mine operated by Northern Star Resources Limited which produced approximately 175,000 ounces of gold in 2020 and is located approximately 50 miles to the northeast of the Shamrock property. During the 2021 field season, field crews collected 835 soil samples using a power auger and 75 surface rock chip samples. During the 2025 field season, field crews improved the ATV-accessible trails to the “Buck” State Claim group and collected 372 soil samples from shovel pits. Expansion of surface sample grids including soils, rocks and trenches in the Shamrock, Banner Dikes and First Chance areas is planned for 2026.
The Shamrock prospect was previously owned by Coeur Mining, who inherited the property as a result of acquiring Northern Empire Resource, which also owned the Sterling Gold Project located in Nevada. The Richardson property (as it was referred to by Coeur Mining) was non-core, and the claims were dropped in 2020. Based on historic activity, there are a number of well-defined soil anomalies with limited drilling that remain under-explored.
The map below shows the location of the Shamrock Prospect:
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Placer gold was discovered in the Richardson District on Tenderfoot Creek in 1905 and alluvial mining has continued intermittently until as recently as 2010. The Richardson District produced over 119,528 ounces of gold since the early 1900s. The Richardson District is characterized by gentle slopes and broad, alluvium-filled valleys. The area is unglaciated but largely overlain by windblown loess, generally a few meters in thickness but locally up to 50 meters thick.
The Shamrock prospect is underlain by a series of medium to high-grade schists and gneisses that make up the Lake George Subterrane of the more broadly distributed Yukon Tanana Terrane across interior Alaska and the Yukon, which is host to a number of large gold deposits. Peak metamorphism occurred around 110 million years ago. Retrograde metamorphism resulted in cooling, gneiss dome formation and a transition from ductile deformation of the metamorphic fabric to brittle deformation, as well as a series of low-angle shears across the region. Mid- Cretaceous extension resulted in regional uplift and denudation of the metamorphic gneiss domes. Post-uplift plutonic activity often occurs along the margins of these domes where zones of extreme thinning are common. Intrusive activity is dated from 105 to 85 Ma (generally considered as two separate intrusive events). Mid-Cretaceous and younger intrusive rocks are genetically related to lode gold mineralization.
There are at least three distinctly different types of intrusive-related gold systems that the Company plans to explore for on the Shamrock property: (1) Proximal schist and/or gneiss-hosted gold mineralization similar to the Pogo deposit; (2) Proximal intrusive-hosted gold mineralization; and (3) Distal, plutonic-related boron enriched silver-tin-polymetallic intrusive-hosted gold mineralization which occurs in the Democrat, Banner Dikes and Shamrock areas of the property.
Willow Prospect
The Willow claim block was staked by the Company in August of 2021. The claims are located 168 kilometers (104.5 miles) north of Anchorage, Alaska, with a processing site located about 60 kilometers (37 miles) west of the claim block, on the Parks Highway. The property includes 69 State of Alaska mining claims covering 8,000 acres, surrounding and including many historic gold mines and prospects. These claims are not subject to any royalties other than taxes and royalties due to the State of Alaska on mineral production from state lands. The claim block is an irregular shape measuring up to 5.5 miles east-west and up to 4.3 miles north-south. Elevations in the claim block range from about 2,000 feet ASL along Archangel Creek to 5,440 feet ASL at Murphy Ridge and The Pinnacle. The Willow claims can be accessed from the Willow Fishhook Road via Archangel Road, along the eastern side of the claim block, and Gold Chord Road on the west side. Infrastructure in the area is excellent with road access between the claim block and plant site via unsealed secondary road, sealed two-lane highway, and the four-lane Parks Highway connecting Anchorage and Fairbanks.
The Willow claims cover a number of historically active mines in the Willow Mining District that were all mandated to shut down as a result of the War Act in 1942. Very little exploration work has occurred since that time. The Company plans to conduct geologic mapping, geochemical sampling and geophysical surveys to identify potential exploration drill targets to find additional gold resources. Given the Willow claims’ location adjacent to the Lucky Shot Property, the Company treats these claims as an addition to, and expansion of, the Lucky Shot Property for purposes of its planned exploration activities.
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The map below shows the location of the Willow Prospect:
Amanita NE Prospect
The Amanita NE State of Alaska Upland Mining Lease, covering 1021 acres, was acquired by the Company in August of 2024, through the Company’s acquisition of Avidian Gold Alaska, Inc. This prospect is located 20 miles northeast of Fairbanks, immediately below the freshwater dam for the Fort Knox Gold Mine operated by an affiliate of Kinross Gold Corporation and is accessible by public roads and RS2477 trails. The upland mining lease is subject to a 1% NSR royalty on lode gold and a 5% NSR royalty on placer gold due to Keltic Enterprises Inc., as well as taxes and royalties due to the State of Alaska on mineral production from state lands.
Amanita NE is located within lower to middle Paleozoic metavolcanic and metasedimentary rocks of the Cleary Sequence and Fairbanks Schist which contain commercially viable mineralization elsewhere in the Fairbanks Mining District. It is located along Fish Creek, which was mined extensively for alluvial gold in the past. Kinross’ Gil-Sourdough gold deposit is immediately northeast of Amanita NE and the Fort Knox gold deposit is located 3 miles upstream from the prospect. Limited exploration conducted between 1992 and 2003 did not reveal significant bedrock exposures of mineralization however, more extensive and closer spaced placer gold drilling conducted in 2004 indicated the presence of commercially attractive placer gold accumulations. Two reverse circulation drill holes targeting lode gold were also drilled in 2004, with mixed results, partially due to drilling technique. In 2013, 4 diamond core holes and 3 placer RC holes were drilled. A full data set of data is not available for these holes, however, granodiorite with disseminated sulfides in stockwork veining with elevated gold and silver values was noted. Further drilling of geophysical targets was recommended at that time.
Amanita Prospect
A lease with option to purchase for the Amanita State of Alaska Mining Claims and Upland Mining Lease was acquired by the Company in August of 2024, through the Company’s acquisition of Avidian Gold Alaska, Inc. The Amanita Prospect consists of 54 State of Alaska mining claims and leasehold locations and one 1320 acre Upland Mining Lease. The property
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is subject to a 3% NSR royalty due to Tanya Stolz (lessor) and a 0.2% NSR due to Keltic Enterprises Inc., as well as taxes and royalties due to the State of Alaska on mineral production from state lands. The property lies 15 kilometers northeast of Fairbanks and covers an area of 3,379 acres. It is road accessible, including well maintained trails within the property.
The Amanita Claim Group flanks the Gilmore Dome stock, which is composed of granodiorite. Rock units encountered in excavated trenches on the Amanita prospect consist of quartzite, quartz mica schist, amphibolite, phyllite, graphitic schist, and gneiss; all assigned to the Fairbanks schist of Proterozoic-Paleozoic age. Exploration of this prospect began in 1996 by Kinross successor, Cyprus Gold. After finding gold mineralization with associated Bismuth, arsenic and antimony, Kinross Gold conducted a property-wide soil and rock sampling program and subsequently drilled 39 reverse circulation drill holes in 1999 and 2000. Thirty of the thirty-nine Kinross drill holes intersected more than 1.0 g/t Au over at least 1.5 m, and visible gold was noted in several holes. This drilling helped delineate the “Tonsina Trend” a structural corridor trending northeast-southwest, directly in line with the Fort Knox pluton 5 kilometers to the northeast (see map below).
In 2016, after Avidian Gold Alaska’s acquisition of the prospect, a 10 day prospecting and soil and rock sample collection program was carried out. Thirteen rock samples contained over 1.0 ppm gold, with the highest grade sample containing 103 ppm gold. Three of the quartz vein/breccia rock samples contained visible gold ± tellurides as well as anomalous silver, bismuth, and tungsten. The bulk of the anomalous samples were found within the Tonsina Trend, but samples containing 14.4 and 26.4 ppm gold were collected from a newly discovered mineralized zone on Rex Ridge in the northeastern portion of the Property. These discoveries led to a 2019 trenching program, consisting of 7 trenches (1,721m total length), which identified three types of hydrothermal mineralization on the property: 1) quartz vein +/- sulfide mineralization; 2) quartz-iron oxide (FeOx) mineralization; and 3) Iron oxide (FeOx) only mineralization. In 2020, 444 line kilometers, drone-based magnetic survey was flown over the prospect. Two main structures were identified; the northeast-trending Saddle Fault and the northwest-trending Rex Fault. The Saddle Fault follows Ruby Creek and the Rex Fault corresponds with Rex Creek. Several smaller structures are apparent in the data as well. Also in 2020, a helicopter-borne LiDAR survey was performed, which show the Saddle and Rex faults well (see below images).
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In 2020, 9 diamond holes (1945m) were drilled south of the Saddle Fault guided by results from previous surface work and a high-resolution UAV magnetics and LiDAR. A series of mineralized sheeted iron-oxide bearing quartz veins running sub-parallel and perpendicular to foliation were identified in the schist package. Six of the 9 drill holes had significant intercepts over 4 meters in length with gold grades of 1.1ppm to 2.6ppm, including 33.89 meters with a gold grade of 2.56ppm in drillhole AM20-02.
The map below shows the area of focus for the 2020 drill program.
Exploration permitting is currently underway for a 2026 reverse circulation drill program on the Amanita Prospect. This drill program is designed to build on the 2020 drill results and further test the mineralization seen in northeast-trending Saddle Fault and the northwest-trending Rex Fault. With the appropriate permits from the Alaska Department of Natural Resources in hand, the Company intends to drill and 35 RC drillholes to a depth of up to 150 meters. Reclamation of all drill sites will be carried out in 2026, to include all drill pads/roads used in 2026, and an additional 7 drill pads left open after the 2020 drill program.
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Golden Zone Property
Location of and Access to the Golden Zone Property
The Golden Zone Property (the "Golden Zone"), consists of 68 State of Alaska mining claims and one 2,929 acre Upland Mining Lease, covering 10,690 acres. The property was acquired in August of 2024, through the Company’s acquisition of Avidian Gold Alaska, Inc. and much of the property, including the Upland Mining Lease, is subject to three separate royalties: a 1% NSR royalty due to Mines Trust Company Inc.; a 2% NSR royalty due to Chulitna Mining Company; and a 1% NSR royalty on only the Upland Lease due to Hidefield Gold Limited Alaska. A nearby, non-contiguous, 40-acre Mill Site Lease is used as a staging area. The Golden Zone is 16 kilometers west of the main transportation corridor between Anchorage and Fairbanks, including a major highway, a railroad and an electric power transmission line. Road access is from the George Parks Highway at Mile 187.5 onto the Colorado-Bull River road, which leads to the Millsite staging area. Beyond the staging area, 17 kilometers (including 2 river crossings) of project-maintained road leads to the camp facilities and other project locations. Golden Zone can also be accessed by air using a 340 meters landing strip 1 kilometer from the camp.
Geology
The Golden Zone property is in the “Chulitna Block” at the northwestern end of the Wrangellia Terrane, which extends from western Canada through the eastern Alaska Range into the Property area. The central part of the Golden Zone is dominated by interlayered sediments and lesser mafic volcanics of Devonian to Triassic age, which have been intruded by isolated plugs and dikes of monzodiorite and granite of late Cretaceous and Early Tertiary age. The sediments consist of siltstones, sandstones and conglomerate, intermixed with red bed sandstone and conglomerate and minor argillite. In the eastern part of the Property these rocks are separated from Wrangellia volcanic and sedimentary rocks of Upper Paleozoic age by a graben filled with Jurassic sandstone and argillite.
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Polymetallic, gold-dominated showings are contained in three fault-bounded belts or corridors on the Golden Zone, named from northwest to southeast, the Golden Zone, Long Creek and Silver Dikes corridors. The Golden Zone corridor is separated from the Long Creek corridor by the pre-mineral Bryn Mawr Fault. The Silver Dikes corridor is contained within the graben filled with Jurassic clastic rocks. Gold2 bearing showings within the Golden Zone corridor include i) quartz-arsenopyrite-sulfide veins at the Riverside prospect; ii) similar veins and skarn mineralization at Banner; iii) veins and shears at the GAS, Lupine, Bunkhouse, Mayflower and BLT prospects; iv) highly mineralized breccia and mineralized porphyry at the Golden Zone Breccia Pipe deposit; v) Breccia Pipe West-a mineralized breccia discovered by Avidian; vi) pyrite-rich gossans in the JJ Zone; vii) polymetallic veins and pods at the MJ Zone (discovered in 2019); and viii) sulfide replacement mineralization discovered by Avidian in conglomerates at the Mayflower Extension Zone. This corridor is typified by the characteristic elements Au-Ag-As-Cu-Bi ± Zn and Pb; mineralization (>5 g/t Au) occurs over a strike length of at least 13 kilometers.
Map of Golden Zone Prospects
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Mineralization in the >3 kilometer long Long Creek Corridor includes skarns, replacement mineralization in conglomerate, and probable porphyry mineralization associated with a quartz-eye porphyritic granite. Hosts are carbonate-rich volcaniclastic sediments. The corridor is typified by the elements Ag-Cu-Au-Bi. Mineral occurrences in the poorly understood Silver Dikes Corridor are veins and shear zones associated with granitic dikes. Characteristic elements are Ag-Bi-Pb-Zn and possibly Sn. On a property-wide scale, mineralization is known to occur from the NE end to the SW corner, a distance of greater than 19 kilometers. Much of this mineralization has received very little exploration attention.
Exploration Activity and Target
Avidian conducted its first real exploration program on the Golden Zone in 2017; this consisted of reconnaissance to detailed geological mapping, prospecting, 43 line kilometers of IP surveying, minor soil geochemistry, trenching and the drilling of 11 holes totaling 2,579 meters. Hydrothermal alteration was documented via the use of a Terraspec instrument.
46
Avidian continued exploration on the property in 2018, completing prospecting, 46 line kilometers of CSAMT surveys, 16 trenches, and an additional ten drill holes (2,839 meters). The surveys were successful in highlighting near-surface resistivity highs which may be intrusions into overlying sediments. Several resistivity highs form elongated pinnacle features with flanking resistivity lows; these are interpreted to be highly prospective areas for gold and copper mineralization. In 2019, Avidian completed detailed sampling at the JJ Zone, helicopter-supported prospecting in the south part of the Property, a soil/biogeochemical survey, and minor core relogging. In 2020 Avidian commissioned a LiDAR survey of the Property and a drone-based magnetic survey of the northern 14 km2. In 2021, Avidian expanded the drone-based magnetic survey by approximately 1,275 line kilometers, and drilled 3,288 meters in 27 reverse circulation holes. The mag survey expansion identified several major structures trending north-northeast to northeast are apparent in the data. Several more subtle west-northwest structures are also evident. Because of the detailed data resolution, many small-scale structures were also seen in small offsets in the trends of linear magnetic anomalies. The boundaries between the different mineralized corridors, particularly the western edge of the Silver Dikes corridor, are manifested as changes in magnetic domains in several locations. The magnetic lows may represent buried intrusions, including an oval-shaped low at Copper King.
Surface Sampling
Avidian has collected on the order of 2,500 surface samples (grabs and trench samples) on the Golden Zone from 2016 to 2021, mainly on and close to historically known prospects. Collectively, the surface assays have results up to 177.5 g/t Au, 2550 g/t Ag, 9.54% Cu, 14.3% Pb, 7.17% Zn and 26.9% As (different grab samples). Avidian's sampling in the Golden Zone and Long Creek corridors defines an area with anomalous (>1 g/t) gold samples over a 15 kilometers strike length and up to 4 kilometers width. Gold values are highest in the Golden Zone Corridor, but high gold also occurs locally within the Long Creek Corridor. High silver values occur in all prospects, with the highest values occurring in arsenopyrite-rich veins of the South Long Creek prospect, Long Creek Corridor. High grade silver is also a feature of veins proximal to the Breccia Pipe. All prospects on the Golden Zone contain very high arsenic, with values typically increasing proportionally with increasing gold. Significant copper grades (>0.25%) are not as widespread, but do occur in many prospects over the length of the Property and are abundant at Copper King to Long Creek. Noteworthy lead and zinc values are more restricted than copper or precious metals. The highest lead values occur in veins near the Breccia Pipe and Breccia Pipe West, and at South Long Creek. Significant zinc also occurs at these localities, and locally at Copper King. Molybdenum values are generally very low, except for the Copper King area, where small quantities of molybdenite were noted in quartz veins and in the quartz porphyritic intrusion. Bismuth generally occurs at higher levels in the Golden Zone Corridor, but is also locally anomalous within the Long Creek Corridor.
Drilling
Avidian drilled 2,579 meters in 13 HQ diamond drill holes on the Golden Zone in 2017, and 10 holes totaling 2,821 meters in 2018. All diamond drilling was completed by Foraco Corp. of Kamloops, BC. Holes were logged at Avidian’s logging facility on site. The core was photographed, and the core recovery and RQD were measured for each core run. Magnetic susceptibility was measured every 1 meter, and terraspec analyses were performed from 2 to 5 meters intervals in 2017. Hole orientation was measured approximately every 50 meters with an Easy Shot camera. Individual vein orientations were measured, in some cases with respect to the core axis and in other instances with respect to an oriented line on the core.
47
Location and Targets of Golden Zone Diamond Drill Holes in 2017/2018
In 2021 Avidian commissioned Midnight Sun Drilling Inc. of Whitehorse, Yukon Territory to drill 27 reverse circulation drill holes (3,286 meters) at Mayflower Extension Zone, Copper King and Long Creek. The holes were assayed in five foot intervals; magnetic susceptibility and Terraspec information was collected in a similar fashion to earlier diamond drill holes.
Location and Targets of Golden Zone RC Drill Holes in 2021
48
In 2026, The Company plans to continue maintenance of the camp facilities on the property with regard to safety and weather protection. In addition, reclamation will be carried out to address remaining areas of disturbance from prior exploration programs.
Environmental Regulation and Permitting
Peak Gold JV Property
The Company believes that it and the Peak Gold JV are currently operating in compliance with all environmental regulations. Peak Gold LLC holds a bond with the State of Alaska in the amount of $65,976,000 to provide reclamation of the site to the original environmental functionality.
Major Permits include:
Lucky Shot Property
Hard Rock Exploration Permits and Temporary Water Use Permits covering planned activities on the Lucky Shot Property were issued by the Alaska Department of Natural Resources to the Company and consist of the following multi-year permits:
Johnson Tract Property
Permits and approvals in hand authorize activities associated with surface exploration drilling on the South and North Tracts. Authorization of the construction of a road and airstrip on the South Tract to support future underground exploration is via a United States Corps of Engineers wetlands permit and state Reclamation Plan Approval.
Major Permits include:
49
Minor Permits include:
The project permitting timetable was officially placed onto the FAST-41 Dashboard on January 30, 2026. The permitting timetable for Johnson Tract serves as a publicly visible contract between the federal government and the Company to ensure that development of the Johnson Tract Critical Metals Project stays on track and remains coordinated between all parties involved in the ongoing permitting process.
Shamrock Prospect
Hard Rock Exploration Permits and Temporary Water Use Permits covering planned activities on the Shamrock Prospect were issued by the Alaska Department of Natural Resources to the Company and consist of the following multi-year permits:
Triple Z Prospect
Hard Rock Exploration Permit covering some planned activities on the Triple Z Property was issued by the Alaska Department of Natural Resources to the Company and consists of the following multi-year permits:
50
The state permits were issued to Contango Minerals Alaska, LLC to cover its access road, drill pad and core drilling impacts. Reclamation of surface disturbance, if any, associated with our exploration activities is conducted concurrently where required.
Amanita Prospect
This Hard Rock Exploration Permit covering planned activities on the Amanita Prospect was issued by the Alaska Department of Natural Resources to Avidian Gold Alaska and consists of the following multi-year permit:
1. Alaska Hard Rock Exploration and Reclamation Permit #2238 covers exploration and drilling activities on the Amanita State Mining Claims and Upland Lease. The permit extends through December 31, 2025. Each year during the term of the permit, the Company will submit a reclamation statement detailing reclamation actions taken and a letter of intent to do reclamation for the following year.
Golden Zone Prospect
The Hard Rock Exploration Permit, Temporary Water Use Permits, and Fish Habitat Permit covering planned activities on the Golden Zone Project were issued by the Alaska Department of Natural Resources to Avidian Gold Alaska and consist of the following multi-year permits:
Additional Permit Conditions
Any future mining operations undertaken by the Company or the Peak Gold JV are subject to local, state, tribal, and federal regulation governing environmental quality and pollution control, including air quality standards, greenhouse gas, waste management, reclamation and restoration of properties, plant and wildlife protection, cultural resource protection, handling and disposal of radioactive substances, and employee health and safety. Extraction of mineral ore is subject to stringent environmental, health, and safety regulation by state and federal authorities, including the United States Environmental Protection Agency (“EPA”), and may also be subject to additional regulation of local and tribal authorities. Such regulation can increase the cost of planning, designing, constructing, installing and operating mining facilities or otherwise delay, limit or prohibit planned operations.
Significant fines and penalties may be imposed for failure to comply with environmental laws. Some environmental laws provide for joint and several strict liability for remediation of releases of hazardous substances. In addition, the Company and the Peak Gold JV may be subject to claims alleging personal injury or property damages as a result of alleged exposure to hazardous substances or other environmental impacts.
The Federal Mine Safety and Health Act of 1977 and regulations promulgated thereunder, and the State of Alaska Department of Labor and Workforce Development, impose a variety of health and safety standards on numerous aspects of employee working conditions related to mineral extraction and processing operations, including the training of personnel, operating procedures and operating equipment. In addition, the Company and the Peak Gold JV may be subject to additional
51
state and local mining standards. The Company believes that it and the Peak Gold JV currently are in compliance with applicable mining standards; however, the Company cannot predict whether changes in standards or the interpretation or enforcement thereof will have a material adverse effect on the Company’s or the Peak Gold JV’s business, financial condition or otherwise impose restrictions on its ability to conduct mining operations.
A typical time frame for baseline environmental studies and permitting for a gold mine in Alaska may take more than a decade. There are numerous state and federal permits and authorizations required from many different state and federal agencies. Federal legislation and regulations adopted and administered by the EPA and other governmental or tribal authorities, Forest Service, Bureau of Land Management, Fish and Wildlife Service, Mine Safety and Health Administration, and other federal agencies, legislation such as the CWA, Safe Drinking Water Act, CAA, National Environmental Policy Act, Migratory Bird Treaty Act, Endangered Species Act, RCRA and CERCLA and various laws and regulations administered by the State of Alaska including the Alaska Department of Fish and Game, the Alaska Department of Environmental Conservation, Alaska Department of Transportation and Public Facilities and the Alaska Department of Natural Resources, have a direct bearing on exploration and mining operations conducted in Alaska. The scope, breadth and complexity of these regulations make the process for preparing and obtaining approval of a plan of operations much more time-consuming, expensive, and uncertain. The Alaska Department of Natural Resources coordinates the permitting of mining operations in the State of Alaska, has developed a process to integrate federal, state and local government requirements to obtain mine permits, and also provides an opportunity for public comment. Plans of operation will be required to include detailed baseline environmental information and address how detailed reclamation performance standards will be met. In addition, all activities for which plans of operation are required will be subject to a new standard of review by the U.S. Bureau of Land Management, which must make a finding that the conditions, practices or activities do not cause substantial irreparable harm to significant scientific, cultural, or environmental resource values that cannot be effectively mitigated.
CERCLA, also known as the “superfund” law, and analogous state laws impose liability, regardless of fault or the legality of the original conduct, on certain classes of persons that contributed to the release of a “hazardous substance” into the environment. These persons include the current or previous owner and operator of a site where a hazardous substance has been disposed and persons who disposed or arranged for the disposal of a hazardous substance at a site, or transported a hazardous substance to a site for disposal. CERCLA also authorizes the EPA and, in some cases, private parties to take actions in response to threats to the public health or the environment and to seek recovery from such responsible classes of persons of the costs of such an action. The Company’s and the Peak Gold JV’s mining operations may generate wastes that fall within CERCLA’s definition of “Hazardous Substances”, and, thus, subject the Company or the Peak Gold JV to CERCLA liability.
Finally, environmental, social, and governance (“ESG”) goals and programs, which typically include extralegal targets related to environmental stewardship, social responsibility, and corporate governance, have become an increasing focus of investors, stockholders and activists across many industries. While reporting on ESG metrics remains voluntary, access to capital and investors is likely to favor companies with robust ESG programs in place. In addition, if ESG metrics and/or reporting become mandatory, the Company’s and the Peak Gold JV’s costs of planning, designing, constructing, operating, and maintaining their mining facilities and associated operations and the costs of their compliance obligations in connection with those facilities and operations could increase.
Item 3. LEGAL PROCEEDINGS
On October 20, 2023, the Committee for Safe Communities (“CSC”), an Alaskan non-profit corporation inclusive of certain vacation home owners along the Manh Choh ore haul route, formed for the purpose of opposing the Manh Choh project, filed suit in the Superior Court in Fairbanks, Alaska against the State of Alaska Department of Transportation and Public Facilities (“DOT”). The Complaint sought injunctive relief against the DOT with respect to its oversight of the Peak Gold JV’s ore haul plan. On May 9, 2025, and at CSC’s request, the Court entered an Order of Dismissal Without Prejudice as to CSC’s one remaining claim, vacated the trial date and closed the case.
On July 1, 2024, the Village of Dot Lake, a federally recognized Indian Tribe, located approximately 50 miles from the Manh Choh mine on the ore haul route along the Alaska Highway (“Dot Lake”), filed a Complaint in the U.S. District Court for the District of Alaska against U.S. Army Corps of Engineers (the “Corps”) and Lt. General Scott A. Spellmon, in his official capacity as Chief of Engineers and Commanding General of the Corps. The Complaint sought declaratory and injunctive relief based on the Corps’ alleged failure to consult with Dot Lake and to undertake an adequate environmental review with respect to the Corps’ issuance in September 2022 of a wetlands disturbance permit in connection with the overall permitting of the Manh Choh mine as to approximately five acres of wetlands located on Tetlin Village land. The Peak Gold JV was not named as a defendant in the Complaint, but sought and was granted the right to intervene in the action, and joined the partial motion to dismiss the lawsuit that the Corps filed on August 23, 2024. On September 29, 2025, the Court entered an Order dismissing the action with prejudice based on the Stipulated Dismissal of Action filed by the parties and the Court closed the case.
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On September 10, 2024, the Corps issued to Johnson Tract Mining Inc, (a wholly owned subsidiary of the Company) a permit under Section 404 of the Clean Water Act to construct an access road and improve an existing air strip on the south parcel of the Johnson Tract project. On May 20, 2025, Cook Inletkeeper, Chickaloon Village Traditional Council, Center for Biological Diversity, and an individual plaintiff filed suit in the United States District Court for the District of Alaska against the Corps and related officials, challenging the Corps’ issuance of the Section 404 permit. The plaintiffs seek to vacate the section 404 permit issued and halt mineral exploration on the lands. The complaint alleges that the Corps Environmental Assessment for the Section 404 permit failed to adequately analyze the potential for acid rock drainage and contaminants leaching into the Johnson River and Cook Inlet and the harmful effects of the project on beluga whales at the Cook Inlet. In July 2025, the Company filed a motion to intervene as a defendant in the lawsuit to protect its legal rights under the Section 404 permit, its significant investment in the Johnson Tract, and its mineral exploration lease with CIRI. The Alaska District Court has not issued any rulings or relief and the permit in question is still active and in good standing.
Item 4. MINE SAFETY DISCLOSURES
Pursuant to Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K, registrants that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”).
The Company holds a 30% membership interest in the Peak Gold JV, which owns the Manh Choh Project in Alaska. The Company does not serve as the manager of the Peak Gold JV or the operator of the Manh Choh mine. KG Mining (Alaska), Inc., an indirect wholly-owned subsidiary of Kinross Gold Corporation, serves as manager of the Peak Gold JV, which operates the Manh Choh mine. Accordingly, the Company is not considered an “operator” with respect to the Manh Choh Project as defined under Section 3 of the Mine Act.
The Company’s other mineral properties, including the Lucky Shot Project, Johnson Tract Project, and the Avidian Properties, are in the exploration or development stage. While the Company conducts exploration activities at these properties, including underground drilling programs at Lucky Shot, the Company has not received any citations or orders from MSHA with respect to these properties.
During the fiscal year ended December 31, 2025, and for all periods thereafter through the filing date of this Form 10-K, the Company and its properties were not subject to any of the matters requiring disclosure under Section 1503(a) of the Dodd-Frank Act or Item 104 of Regulation S-K, including: (i) notices of violations of mandatory health or safety standards issued under Section 104 of the Mine Act; (ii) orders issued under Sections 104(b) or 107(a) of the Mine Act; (iii) citations or orders for unwarrantable failure to comply with mandatory health or safety standards under Section 104(d) of the Mine Act; (iv) flagrant violations under Section 110(b)(2) of the Mine Act; (v) imminent danger orders issued under Section 107(a) of the Mine Act; (vi) proposed assessments from MSHA; (vii) legal actions pending before the Federal Mine Safety and Health Review Commission; (viii) legal actions instituted by MSHA; or (ix) mining-related fatalities.
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Form 10-K.
53
PART II
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The common stock is traded on the NYSE American under the symbol “CTGO”. The NYSE American quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not represent actual transactions.
As of March 16, 2026, there were 16,821,321 shares of common stock outstanding held by approximately 74 registered stockholders.
The Company does not intend to declare or pay any dividends and currently intends to retain any available funds generated by its operations for the development and growth of its business. It does not currently anticipate paying any cash dividends on its outstanding shares of common stock in the foreseeable future. Any future decision to pay dividends on its common stock will be at the discretion of its Board and will depend on its financial condition, results of operations, capital requirements, and other factors the Board may deem relevant.
Unregistered Sales of Equity Securities
Avidian Alaska Acquisition
On July 9, 2025, the Company issued 11,216 shares of Contango common stock to Avidian Gold Corp. (“Avidian”) in satisfaction of the balance of the equity consideration that was due to Avidian in connection with the Company’s purchase of Avidian’s 100% owned Alaskan subsidiary, Avidian Gold Alaska Inc.
During fiscal 2025, the Company issued 29,019 shares of Contango common stock to Queens Road Capital Investment Limited, in satisfaction of portion of quarterly interest on $20 million unsecured convertible debenture that is payable in the Company’s common stock.
The shares were issued in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act.
Item 6. RESERVED
54
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the related notes and other information included elsewhere in this report.
Overview
The Company engages in exploration for gold, silver, and copper ores in Alaska. The Company’s largest asset is a 30% membership interest in the Peak Gold JV, which leases approximately 675,000 acres from the Tetlin Tribal Council and owns approximately 13,000 State of Alaska mining claims for exploration and development through its wholly-owned subsidiary, CORE Alaska. The Company’s wholly-owned subsidiary, Contango Minerals, controls 100% interest in the mineral rights to approximately 84,580 acres of State of Alaska mining claims located north and northwest of the Manh Choh Project. The Company is actively working to acquire additional properties for exploration.
In July 2024, the Peak Gold JV commenced ore mining at the Manh Choh Project and processing of the ore at the Fort Knox mill. On July 8, 2024, Manh Choh Project achieved a significant milestone and poured its first gold bar, on schedule. During 2024, the Company received $40.5 million in cash distributions from the Peak Gold JV relating to the production at Manh Choh. During 2025, the Company received $102.0 million in cash distributions from the Peak Gold JV relating to the production at Manh Choh. The Peak Gold JV believes that Manh Choh will be mined over approximately five years.
Recent Developments
Dolly Varden Acquisition
Dolly Varden Silver Corporation (“Dolly Varden”) was amalgamated under the Business Corporations Act (British Columbia) on January 30, 2012. Dolly Varden’s primary activity is the acquisition and exploration of mineral properties in Canada.
Dolly Varden is a mineral exploration company focused on exploration and advancing its 100% owned Kitsault Valley project (the “Kitsault Valley Project”), which includes the Dolly Varden property and the Homestake Ridge property located in the Golden Triangle of British Columbia, Canada, 25 kilometers (“km”) by road to tide water. The 163-square km Kitsault Valley Project hosts the high-grade silver and gold resources of Dolly Varden and Homestake Ridge along with the past-producing Dolly Varden and Torbrit silver mines.
In addition to the Kitsault Valley Project, Dolly Varden has consolidated a land package of six other properties in the same region as the Kitsault Valley Project. These six properties have historically been explored for gold, copper, silver, lead and zinc. Including the Kitsault Valley Project and the recent acquisitions, Dolly Varden now holds a combined area of 100,000 hectares within the region.
On December 8, 2025, Contango and Dolly Varden entered into the Arrangement Agreement in respect of the Arrangement. Under the terms of the Arrangement Agreement, Contango will acquire all of the issued and outstanding Dolly Varden Shares at the Exchange Ratio. The estimated fair value of the shares to be issued based on information available as of December 8, 2025 is $397.5 million.
Immediately prior to Closing, all Dolly Varden RSUs will vest and be settled for Dolly Varden Shares. Pursuant to the Arrangement, all outstanding Dolly Varden Options will be exchanged for stock options to acquire Contango Shares, adjusted to reflect the Exchange Ratio. Eligible Canadian stockholders of Dolly Varden will be able to elect to receive exchangeable shares in a Canadian subsidiary of Contango, which will be exchangeable into Contango Shares, instead of the Contango Shares to which they would otherwise be entitled.
Upon completion of the Arrangement, existing Contango Stockholders and former Dolly Varden Shareholders will own approximately 50.001% and 49.999% each of the combined company, respectively, using the fully diluted in-the-money treasury-stock-method (based on the number of Dolly Varden and Contango securities outstanding as of the date of the Arrangement Agreement).
The Arrangement will be effected pursuant to a court-approved plan of arrangement under the BCBCA and will require approval by (i) the Court, (ii) 66 2/3% of the votes cast by Dolly Varden Shareholders at a special meeting of Dolly Varden Shareholders expected to be held in the first quarter of 2026, and (iii) the affirmative vote of a majority of the Contango Shares present in person or by proxy at the special meeting of Contango Stockholders, expected to be held in the first quarter of 2026, and entitled to vote thereon.
55
In addition to the approval of the Court and the Dolly Varden and Contango stockholders, the Arrangement is subject to the receipt of applicable regulatory and exchange approvals (including approval of the NYSE American and TSXV), and the satisfaction of certain other closing conditions customary for a transaction of this nature. Subject to the satisfaction of such conditions, the Arrangement is expected to close in the first quarter of 2026. The Arrangement Agreement includes customary deal protections, including reciprocal fiduciary-out provisions, non-solicitation covenants and the right to match any superior proposals. A reciprocal Termination Fee in the amount of $15 million is payable by either party in certain circumstances as set out in the Arrangement Agreement.
As of December 31, 2025, the Company has accrued and capitalized $2.2 million in connection to transaction costs that are direct and incremental costs to the Arrangement.
Manh Choh Project
During 2025, the Peak Gold JV (on a 100% basis) processed 1,069,000 tons of ore with an average grade of 0.20 oz per ton and containing approximately 216,800 oz of gold. Gold recovery averaged 93%, resulting in approximately 198,500 oz of recovered gold, of which Contango’s 30% share amounts to approximately 59,500 oz of gold. During 2025, 57,800 oz of gold and 57,315 ounces of silver were delivered to Contango and sold.
Below table summarizes production results from the Manh Choh Project, based on the Company's 30% interest in the Peak Gold JV:
Contango ORE Inc.'s Share (30% basis) |
|
Fiscal Year Ended |
|
|
|
|
|
2025 |
|
Units |
|
Gold ounces sold |
|
|
57,800 |
|
oz |
Silver ounces sold |
|
|
57,315 |
|
oz |
Total gold sales |
|
$ |
196,653,253 |
|
|
Total silver sales |
|
$ |
2,313,217 |
|
|
Average realized gold price |
|
$ |
3,400 |
|
per oz sold |
Gold ounces sold at spot price |
|
|
14,061 |
|
oz |
Gold ounces delivered into hedge contracts |
|
|
43,739 |
|
oz |
Remaining balance of hedged gold ounces |
|
|
43,000 |
|
oz |
Cash distributions received from Peak Gold JV |
|
$ |
102,000,000 |
|
|
Cash costs on By-Product basis, per ounce |
|
$ |
1,459 |
|
per oz sold |
AISC on By-Product basis, per ounce |
|
$ |
1,616 |
|
per oz sold |
2026 and 2027 Production Guidance
The Company’s share of gold production from the Manh Choh mine is estimated to range from 40,000 to 45,000 oz of gold for the fiscal year 2026, with cash costs estimated to range from $1,900 to $2,000 per oz of gold sold, and 75,000 to 80,000 oz of gold production for the fiscal year 2027, with cash costs estimated to range from $1,200 to $1,300 per oz of gold sold. Higher estimated fiscal year 2026 cash costs are the result of lower gold production in 2026, larger royalty payments due to the increasing gold price and, to a lesser degree, higher costs associated with wages and consumables. Given the ongoing conflict in Iran and resulting volatility in global energy markets, forecast fuel prices could move either higher or lower relative to 2025, and current conditions make the direction of change uncertain.
The current gold market is creating exciting opportunities for the Company. While the Company is seeing a slight rise in labor and royalty costs, driven largely by higher gold prices, the overall financial picture is strong:
56
Gold Production Guidance (Estimates)
|
|
2026 |
|
|
2027 |
|
|
|
||
Peak Gold JV (on a 100% basis)1 |
|
Guidance |
|
|
Guidance |
|
|
|
||
Total tons mined |
|
|
15.50 |
|
|
|
3.00 |
|
|
M ton |
Ore tons mined |
|
|
1.21 |
|
|
|
1.18 |
|
|
M ton |
Gold oz mined |
|
|
225,000 |
|
|
|
307,000 |
|
|
oz |
Gold grade mined |
|
|
0.19 |
|
|
|
0.26 |
|
|
oz/t |
Ore tons processed |
|
|
990,000 |
|
|
|
1,096,000 |
|
|
ton |
Gold grade processed |
|
|
0.16 |
|
|
|
0.27 |
|
|
oz/t |
Gold recovery (%) |
|
|
93.00 |
|
|
|
88.00 |
|
|
% |
Gold production |
|
|
142,700 |
|
|
|
261,500 |
|
|
oz |
Silver production |
|
|
185,800 |
|
|
|
288,000 |
|
|
oz |
|
|
|
|
|
|
|
|
|
||
Contango’s Share (on a 30% basis)1 |
|
|
|
|
|
|
|
|
||
Gold oz production guidance |
|
40,000 to 45,000 |
|
|
75,000 to 80,000 |
|
|
oz |
||
Principal debt repayments |
|
$4.0 million |
|
|
$10.0 million |
|
|
|
||
Gold oz delivered into hedge contracts3 |
|
|
11,000 |
|
|
|
15,000 |
|
|
oz |
Remaining hedge contract |
|
|
15,000 |
|
|
|
— |
|
|
oz |
Cash distributions from Peak Gold JV2 |
|
$48.0 million to $54.0 million |
|
|
$165.0 million to $175.0 million |
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Cash Costs and AISC Guidance (30% basis) |
|
|
|
|
|
|
|
|
||
Cash costs on a by-product basis, per oz sold2 |
|
$1,900 to $2,000 |
|
|
$1,200 to $1,300 |
|
|
|
||
AISC on a by-product basis, per oz sold2 |
|
$2,200 to $2,300 |
|
|
$1,300 to $1,400 |
|
|
|
||
Remaining LOM AISC |
|
$1,700 to $1,800 |
|
|
$1,700 to $1,800 |
|
|
|
||
Notes:
Cash Cost on a By-Product Basis and All-In Sustaining Costs on a By-Product Basis (non-GAAP Measure)
Cash Cost on a By-product Basis includes all direct and indirect operating cash costs related directly to the physical activities of producing gold, including mining, processing and other plant costs, third-party refining expense, on-site general and administrative costs, royalties and mining production taxes. The value of silver sold is deducted from the total production cost of sales as it is considered residual production, i.e. a by‐product.
AISC on a By-product Basis includes reclamation, sustaining capital, exploration and joint venture partner operator management costs.
Johnson Tract Project
During 2025, the Company continued with ongoing work to permit the underground exploration drift along with baseline environmental and engineering work to support permitting a road and barge landing facility within the Transportation and Port Easements granted to Cook Inlet Regional Inc. (CIRI) the underlying land owner. Field crews started work in July 2025 and finalized the field program in mid-October.
In May of 2025, the Company completed a Technical Report Summary (“TRS”) on the Johnson Tract Project. The TRS summarizes the results of an Initial Assessment (“IA”) as of May 12, 2025 of the potential viability for a seven-year life of mine (“LOM”), underground mining operation, utilizing the same direct ship ore (“DSO”) approach as the Manh Choh mine.
57
IA HIGHLIGHTS:
Lucky Shot Project
In November 2025, the Company mobilized a drill rig at the Lucky Shot mine site to commence the first phase of a 15,000-meter underground in-fill drilling program. The Company started reporting assay results in the first quarter of 2026. This work, along with detailed engineering, hydrology and geotechnical work will form the basis for a feasibility level mine and transportation plan for Lucky Shot, with an objective of targeting to produce 40,000 to 50,000 ounces of gold per year using the Direct Shipping Ore (DSO) approach, assuming positive exploration success. The Company expects to complete the feasibility study in the first half of 2027 and make a production decision in 2027.
Underwritten Offering
On September 25, 2025, the Company sold 1,975,000 shares of common stock and pre-funded warrants to purchase up to 525,000 shares of common stock at an offering price of $20.00 per share and $19.99 per pre-funded warrant and received gross proceeds of $50.0 million before deducting underwriting discounts and offering expenses of $3.0 million. The offering price of the pre-funded warrant equaled the public offering price per share of the common stock less the $0.01 per share exercise price of each pre-funded warrant. The September offering was made pursuant to the Company’s effective shelf registration statement on Form S-3.
On February 12, 2026, the Company entered into an underwriting agreement with Canaccord Genuity LLC as representative of the several underwriters named therein, relating to an underwritten public offering to two institutional investors of (i) 1,678,206 shares of the Company’s common stock, $0.01 par value, at a public offering price of $24.96 per share and (ii) a pre-funded warrant to purchase up to 325,000 shares of the Company’s common stock at a purchase price of $24.95 per share with an exercise price of $0.01 per share. The Company received approximately $47.2 million in net proceeds after deducting underwriting discounts and commissions.
As of December 31, 2025, no pre-funded warrants had been exercised.
Index Inclusion
On September 15, 2025, the Company announced that it has been added to the Global Junior Gold Miners Index ("GDXJ"), effective at market close on September 19, 2025, pursuant to the GDXJ's semi-annual review and quarterly rebalance.
Results of Operations
Exploration Expense. Exploration expense for the fiscal year ended December 31, 2025 was $5.8 million, compared to $4.1 million for the fiscal year ended December 31, 2024. The current period expense primarily relates to the permitting process for the underground exploration drift; baseline environmental work at the Johnson Tract Project, and the first phase of a 15,000 meter underground in-fill drilling program on the Lucky Shot Property. The exploration expense for the fiscal year ended December 31, 2024 related to 3,000 meter surface drilling exploration program at the Johnson Tract Property.
General and Administrative Expense. General and administrative expense for the fiscal year ended December 31, 2025 was $13.1 million compared to $10.6 million for the fiscal year ended December 31, 2024. The Company’s general and administrative expense primarily relates to professional fees, payroll and benefit related fees, insurance, severance costs, and
58
stock-based compensation expense. The stock-based compensation expense for the fiscal year ended December 31, 2025 was $3.4 million compared to $2.6 million for the fiscal year ended December 31, 2024. The increase in general administrative expense is mainly driven by expenditures carried for marketing and investor relations, legal costs and professional fees, salaries and benefits and stock-based compensation.
Income from Equity Investment in the Peak Gold JV. The income from the Company’s equity investment in the Peak Gold JV for the fiscal year ended December 31, 2025 was $88.6 million, compared to $41.7 million for the fiscal year ended December 31, 2024. The Manh Choh Project commenced production in July 2024.
Interest Expense. For the fiscal year ended December 31, 2025, interest expense was $7.6 million related to the Company’s Facility and the Queen’s Road Capital Investment, Ltd. Debenture (the “Debenture”). Interest expense for the fiscal year ended December 31, 2024 was $11.7 million. The interest expense decreased in fiscal year ended December 31, 2025 compared to the prior period due to the decrease in overall debt balance. During the fiscal year ended December 31, 2025, the Company made $37.5 million in principal repayments on the Facility. During the fiscal year ended December 31, 2024, the Company made $7.9 million in principal repayments on the Facility. See Note 14 - Debt.
Gain on Metal Sales. For the fiscal year ended December 31, 2025 and 2024, the gain on metal sales was $5.3 million and $1.2 million, respectively. This related to excess ounces that were purchased from the Peak Gold JV that were not delivered into the hedges and sold to the derivative counterparties. During the fiscal year ended December 31, 2025, a total of 57,828 ounces were sold with an average spot price of $3,400 compared to 19,664 ounces with an average spot price of $2,566 for the fiscal year ended December 31, 2024.
Loss on Derivative Contracts. Loss on derivative contracts for the fiscal year ended December 31, 2025 was comprised of unrealized and realized loss of $46.0 million and $63.1 million, respectively, compared to $34.3 million and $19.9 million, respectively, for the fiscal year ended December 31, 2024. The variance was generated from the valuation of the derivative contracts which was affected by the increase of the spot price on sales realized in the period and the corresponding impact in the forward curves used to value and the derivative contracts outstanding at the end of the year. The Company delivered 43,739 gold ounces into the derivative contracts for the fiscal year ended December 31, 2025 while delivering 37,861 gold ounces into the derivative contracts for the fiscal year ended December 31, 2024.
Interest and Other Income. For the fiscal year ended December 31, 2025 and 2024, interest and other income was $1.8 million and $0.5 million, respectively. The overall increase during the fiscal year ended December 31, 2025 is due to the excess cash generated from financings that was invested in money market funds.
Gain/(loss) on Marketable Securities. The gain on marketable securities for the fiscal year ended December 31, 2025 was $4.7 million, compared to a loss of $0.2 million for the fiscal year ended December 31, 2024. The Company generated a gain during the fiscal year ended December 31, 2025 as a result of a realized gain of $0.7 million due to the sale of 1,000,000 of Onyx's shares and an unrealized gain of $4.0 million due to the increase in Onyx's share price.
Cash Cost on a By-Product Basis and All-In Sustaining Costs on a By-Product Basis (non-GAAP Measure)
The table below presents a reconciliation between the most comparable GAAP measure of total cost of sales to the non-GAAP measures of (i) Cash Cost on a By-product Basis and (ii) AISC on o By-product Basis for the Peak Gold JV operations (Manh Choh) for the fiscal years ended December 31, 2025 and 2024.
Cash Cost on a By-product Basis, per Ounce sold and AISC on a By-product Basis, per Ounce sold are measures developed by precious metals companies (including the Silver Institute and the World Gold Council) in an effort to provide a uniform standard for comparison purposes. There can be no assurance, however, that these non-GAAP measures as we report them are the same as those reported by other mining companies.
Cash Cost on a By-product Basis includes all direct and indirect operating cash costs related directly to the physical activities of producing gold, including mining, processing and other plant costs, third-party refining expense, on-site general and administrative costs, royalties and mining production taxes. The value of silver sold is deducted from the total production cost of sales as it is considered residual production, i.e. a by‐product.
AISC on a By-product Basis includes reclamation, sustaining capital, exploration and joint venture partner operator management costs.
Cash Cost on a By-product Basis, per Ounce sold is an important operating statistic that we utilize to measure a mine's operating performance. We use AISC on a By-product Basis, per Ounce sold as a measure of a mine's net cash flow after costs
59
for reclamation and sustaining capital. This is similar to the Cash Cost on a By-product Basis, per Ounce sold measure we report, but also includes reclamation and sustaining capital costs. Current GAAP measures used in the mining industry, such as cost of goods sold, do not capture all the expenditures incurred to discover, develop and sustain gold production. Cash Cost on a By-product Basis, per Ounce sold and AISC on a By-product Basis, per Ounce sold also allow us to benchmark the performance of the Peak Gold JV versus those of our competitors. These statistics are useful in identifying acquisition and investment opportunities as they provide a common tool for measuring the financial performance of other mines with varying geologic, metallurgical and operating characteristics.
Cash Costs on a By-product Basis, per Ounce sold and AISC on a By-product Basis, per Ounce sold for the Peak Gold JV on a 100% basis are calculated by adjusting production cost of sales, as reported on the consolidated statements of operations, as follows:
|
|
Year Ended December 31, |
|
|
Year Ended December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Cash Cost on a By-Product Basis: |
|
|
|
|
|
|
||
Total cost of sales |
|
$ |
339,305,878 |
|
|
$ |
195,399,491 |
|
Less: silver revenue |
|
|
(7,581,550 |
) |
|
|
(1,650,427 |
) |
Depreciation, depletion and amortization |
|
|
(50,410,475 |
) |
|
|
(27,274,227 |
) |
Total |
|
$ |
281,313,853 |
|
|
$ |
166,474,837 |
|
Sustaining capital |
|
|
|
|
|
|
||
Sustaining capital - PPE |
|
$ |
18,474,768 |
|
|
$ |
— |
|
Exploration costs |
|
|
5,049,650 |
|
|
|
250,000 |
|
Reclamation and other costs |
|
|
2,075,733 |
|
|
|
— |
|
JV Partner operator management fee |
|
|
4,638,520 |
|
|
|
— |
|
AISC on a By-Product basis |
|
$ |
311,552,524 |
|
|
$ |
166,724,837 |
|
|
|
|
|
|
|
|
||
Divided by ounces sold |
|
|
192,762 |
|
|
|
137,749 |
|
Cash Cost on a By-product Basis, per Ounce Sold |
|
$ |
1,459 |
|
|
$ |
1,209 |
|
AISC on a By-product Basis, per Ounce Sold |
|
$ |
1,616 |
|
|
$ |
1,210 |
|
|
|
|
|
|
|
|
||
Liquidity and Capital Resources
As of December 31, 2025, the Company had approximately $64.9 million of cash.
The Company’s primary cash requirements have been for general and administrative expenses, capital calls from the Peak Gold JV for the Manh Choh Property, repayment of principal and interest related to debt, and exploration expenditures on the Johnson Tract Project and Lucky Shot Property. The Company’s sources of cash have been from common stock offerings, the issuance of the Debenture, distributions from the Peak Gold JV and the proceeds from the Facility (see Note 10 - Investment in the Peak Gold JV, Note 7 - Stockholders' Equity and Note 14 - Debt, for a discussion of the recent activity).
Production from the Manh Choh Project has allowed the Peak Gold JV to operate from the cash flows generated from its operations and there are no future anticipated cash calls.
The Company’s cash needs going forward will primarily relate to exploration of the Contango Properties, repayment of debt and related interest and general and administrative expenses of the Company. In 2025, the Company received cash distributions totaling $102.0 million. Although there can be no guarantee that the Peak Gold JV will continue to make distributions to the Company, the Company believes that distributions are probable and that it will maintain sufficient liquidity to meet its working capital requirements, including repayment obligations of approximately $4.0 million on the Facility and delivery into its hedge contracts, for the next twelve months from the date of this report.
On September 25, 2025, the Company sold shares of common stock and pre-funded warrants and received gross proceeds of $50.0 million. The Company intends to use the net proceeds of approximately $47.5 million to advance its fully permitted Lucky Shot Project to a mine production decision over the next two years by completing underground and surface-based drilling and underground development work. Proceeds will also be used to advance its Johnson Tract Project, subject to receipt of appropriate permits, by mobilizing all equipment necessary to complete road construction to the planned portal, winterizing the project’s camp for year-round operations, starting construction of an exploration tunnel in order conduct
60
advanced exploration drilling, and completing a feasibility-level mine plan. Any remaining proceeds will also be used for general corporate purposes, including working capital. See Note 19 - Subsequent Events to our financial statements.
Further financing by the Company may include issuances of equity, instruments convertible into equity (such as warrants) or various forms of debt. The Company has issued common stock and other instruments convertible into equity in the past and cannot predict the size or price of any future issuances of common stock or other instruments convertible into equity, and the effect, if any, that such future issuances and sales will have on the market price of the Company’s securities. Any additional issuances of common stock or securities convertible into, or exercisable or exchangeable for, common stock may ultimately result in dilution to the holders of common stock, dilution in any future earnings per share of the Company and may have a material adverse effect upon the market price of the common stock of the Company.
Off-Balance Sheet Arrangements
None.
Critical Accounting Estimates
The discussion and analysis of the Company’s financial condition and results of operations is based upon the consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The Company has identified below the critical accounting estimates that are of particular importance to the portrayal of our financial position and results of operations and which require the application of significant judgment by management. Actual results may differ from these estimates under different assumptions or conditions.
Derivative Instruments. The Company utilizes derivative instruments in order to manage exposure to risks associated with fluctuating commodity prices. The Company recognizes all derivatives as either assets or liabilities, measured at fair value, and recognizes changes in the fair value of derivatives in current earnings. The Company performed a sensitivity analysis on this estimate based on a 10% change on the forward gold price which could result in an increase or decrease of $18.8 million on the fair value of the derivative instrument. The Company has elected to not designate any of its positions under the hedge accounting rules. Accordingly, these derivative contracts are mark-to-market and any changes in the estimated values of derivative contracts held at the balance sheet date are recognized in loss on derivative contracts in the Consolidated Statements of Operations. Realized gains or losses on derivative contracts will be recognized in Loss on derivative contracts in the Consolidated Statements of Operations.
Recently Issued Accounting Pronouncements. See Part II. Item 8. “Financial Statements and Supplementary Data" and "Note 4 - Summary of Significant Accounting Policies” of this Annual Report on Form 10-K.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and supplemental information required to be filed under Item 8 of Form 10-K are presented on pages 72 through 101 of this Form 10-K.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. As required by Rule 13a-15(b) of the Exchange Act, under the supervision and with the participation of our management, including our President and Chief Executive Officer and Chief Financial and Accounting Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2025. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including
61
our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based on that evaluation, management concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025 at the reasonable assurance level.
Management’s Report on Internal Control Over Financial Reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control system was designed to provide reasonable assurance to our management and the Board regarding the preparation and fair presentation of published financial statements. As of December 31, 2025, under the supervision and with the participation of the Company’s management, including the President and Chief Executive Officer and Chief Financial and Accounting Officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the Company’s evaluation under the framework in 2013 Internal Control-Integrated Framework, the Company’s management concluded that its internal control over financial reporting was effective as of December 31, 2025.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. We may make changes in our internal control procedures from time to time in the future.
This Annual Report on Form 10-K does not include an attestation report from Baker Tilly US, LLP, the Company’s independent registered public accounting firm, regarding internal control over financial reporting. Management’s report was not subject to attestation by Baker Tilly US, LLP, pursuant to SEC rules that permit the Company to provide only management’s report in this Annual Report on Form 10-K.
Item 9B. OTHER INFORMATION
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
62
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The Board is responsible for managing the Company, in accordance with the provisions of the Company’s bylaws and certificate of incorporation and applicable law. The number of directors which constitutes the Board is established by the Board, subject to a minimum of three and a maximum of seven directors. Except as otherwise provided by the bylaws for filling vacancies on the Company’s Board, the Company’s directors are elected at the Company’s annual meeting of stockholders and hold office until their respective successors are elected, or until their earlier resignation or removal. The Company’s executive officers are elected annually by the Board and serve until their successors are duly elected and qualified or until their earlier resignation or removal. There are no family relationships between the Company’s directors or executive officers.
Code of Ethics
The Company has adopted a Code of Ethics for all of its employees. A copy of our Code of Ethics is filed as an Exhibit to this Form 10-K and is also available on the Company’s website at www.contangoore.com.
The information required by Item 10 of Part III has been omitted from this report and is incorporated by reference from the registrant's proxy statement, or will be included in an amendment to this Annual Report on Form 10-K, to be filed not later than 120 days after the close of its fiscal year.
Item 11. EXECUTIVE COMPENSATION
The information required by Item 11 of Part III has been omitted from this report and is incorporated by reference from the registrant's proxy statement, or will be included in an amendment to this Annual Report on Form 10-K, to be filed not later than 120 days after the close of its fiscal year.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 12 of Part III has been omitted from this report and is incorporated by reference from the registrant's proxy statement, or will be included in an amendment to this Annual Report on Form 10-K, to be filed not later than 120 days after the close of its fiscal year.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 of Part III has been omitted from this report and is incorporated by reference from the registrant's proxy statement, or will be included in an amendment to this Annual Report on Form 10-K, to be filed not later than 120 days after the close of its fiscal year.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 of Part III has been omitted from this report and is incorporated by reference from the registrant's proxy statement, or will be included in an amendment to this Annual Report on Form 10-K, to be filed not later than 120 days after the close of its fiscal year.
63
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The consolidated financial statements of the Company are set forth in pages 72 through 101 of this Form 10-K. The financial statements of the Peak Gold JV, are included as an exhibit to this Form 10-K. No other financial statement schedules have been filed since they are either not required, not applicable, or the information is otherwise included.
The following is a list of exhibits filed as part of this Form 10-K. Where so indicated by a footnote, exhibits, which were previously filed, are incorporated herein by reference.
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Incorporated by Reference |
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Exhibit |
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Description |
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Filed Here Within |
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Form |
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File No. |
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Ex. |
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Filing Date |
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2.1 |
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Arrangement Agreement, dated as of May 1, 2024, by and among the Company, Contango Mining Canada Inc., and HighGold Mining Inc. |
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8-K |
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001-35770 |
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10.1 |
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05/06/2024 |
2.2 |
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Arrangement Agreement, dated as of December 7, 2025, by and among Contango ORE, Inc., 1566004 B.C. LTD. and Dolly Varden Silver Corporation |
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8-K |
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001-35770 |
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2.1 |
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12/11/2025 |
3.1 |
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Certificate of Incorporation of Contango ORE, Inc. |
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10/A2 |
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000-54136 |
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3.1 |
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11/26/2010 |
3.2 |
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Certificate of Amendment to Certificate of Incorporation of Contango ORE, Inc. |
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8-K |
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001-35770 |
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3.1 |
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12/17/2020 |
3.3 |
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Bylaws of Contango ORE, Inc. |
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10/A2 |
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000-54136 |
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3.2 |
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11/26/2010 |
3.4 |
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Amendment No. 1 to the Bylaws of Contango ORE, Inc. |
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8-K |
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001-35770 |
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3.1 |
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10/21/2021 |
4.1 |
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Form of Certificate of Contango ORE, Inc. common stock. |
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10-Q |
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001-35770 |
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4.1 |
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11/14/2013 |
4.2 |
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Form of Convertible Debenture |
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8-K |
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001-35770 |
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4.1 |
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04/09/2022 |
4.3 |
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Form of Indenture |
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S-3 |
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333-283285 |
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4.5 |
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11/15/2024 |
4.4 |
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Description of Securities |
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X |
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10.1 |
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Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC, dated as of October 1, 2020, by and between CORE Alaska, LLC and Skip Sub, Inc. |
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8-K |
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001-35770 |
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10.3 |
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10/06/2020 |
10.2 |
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Secured Promissory Note dated as of August 24, 2021, by the Company to the order of CRH Funding II Pte. Ltd. |
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8-K |
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001-35770 |
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10.2 |
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8/25/2021 |
10.3 |
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Pledge Agreement dated as of August 24, 2021, by the Company in favor of CRH Funding II Pte. Ltd. |
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8-K |
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001-35770 |
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10.3 |
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8/25/2021 |
10.4 |
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Form of Investor Rights Agreement. |
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8-K |
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001-35770 |
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10.1 |
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4/13/2022 |
10.5 |
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Form of Restricted Stock Award Agreement.† |
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8-K |
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001-35770 |
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10.4 |
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12/17/2020 |
10.6 |
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Form of Pre-Funded Warrant. |
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8-K |
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001-35770 |
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4.1 |
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9/26/2025 |
10.7 |
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Credit and Guarantee Agreement, dated May 17, 2023, by and among the Borrower, the Guarantors, each of the lenders party hereto from time to time, the administrative agent and the collateral agent. |
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8-K |
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001-35770 |
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10.1 |
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5/19/2023 |
10.8 |
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Amendment No. 1 to the Credit and Guarantee Agreement, dated July 17, 2023, by and among the Borrower, the Guarantors, each of the lenders party hereto from time to time, the administrative agent and the collateral agent. |
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10-Q |
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001-35770 |
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10.2 |
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11/14/2023 |
10.9 |
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Amendment No. 2 to the Credit and Guarantee Agreement, dated August 15, 2023, by and among the Borrower, the Guarantors, each of the lenders party |
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10-Q |
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001-35770 |
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10.6 |
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11/14/2023 |
64
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Incorporated by Reference |
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Exhibit |
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Description |
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Filed Here Within |
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Form |
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File No. |
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Ex. |
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Filing Date |
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hereto from time to time, the administrative agent and the collateral agent. |
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10.10 |
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Amendment No. 3 to the Credit and Guarantee Agreement, dated December 31, 2023, by and among the Borrower, the Guarantors, each of the lenders party hereto from time to time, the administrative agent and the collateral agent. |
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10-KT |
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001-35770 |
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10.39 |
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3/14/2024 |
10.11 |
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Waiver No. 2 and Amendment No. 4 to Credit and Guarantee Agreement and Amendment No. 2 to Security Agreement, dated January 31, 2024, among Core Alaska, LLC, Contango Ore, Inc. Alaska Gold Torrent, LLC, Contango Minerals Alaska, LLC, ING Capital LLC and Macquarie Bank Limited. |
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10-Q |
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001-35770 |
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10.1 |
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5/14/2024 |
10.12 |
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Amendment No. 5 to the Credit and Guarantee Agreement, dated February 16, 2024, by and among the Borrower, the Guarantors, each of the lenders party hereto from time to time, the administrative agent and the collateral agent. |
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10-Q |
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001-35770 |
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10.2 |
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5/14/2024 |
10.13 |
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Waiver No. 5, Consent No. 1 and Amendment No. 6 to Credit and Guarantee Agreement, dated April 30, 2024, among Core Alaska, LLC, Contango Ore, Inc. Alaska Gold Torrent, LLC, Contango Minerals Alaska, LLC, ING Capital LLC and Macquarie Bank Limited. |
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10-Q |
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001-35770 |
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10.1 |
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8/13/2024 |
10.14 |
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Consent No. 3 and Amendment No. 7 to Credit and Guarantee Agreement, among Core Alaska, LLC, Contango Ore, Inc. Alaska Gold Torrent, LLC, Contango Minerals Alaska, LLC, ING Capital LLC. |
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10-Q |
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001-35770 |
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10.2 |
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8/13/2024 |
10.15 |
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Amendment No. 8 to Credit and Guarantee Agreement, dated July 30, 2024, among CORE Alaska, LLC, Contango Ore, Inc., Contango Lucky Shot Alaska, LLC, Contango Minerals Alaska, LLC, Contango Mining Canada, Inc. and ING Capital LLC. |
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10-Q |
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001-35770 |
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10.1 |
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11/14/2024 |
10.16 |
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Amendment No. 9 to Credit and Guarantee Agreement, dated September 30, 2024, among CORE Alaska, LLC, Contango Ore, Inc., Contango Lucky Shot Alaska, LLC, Contango Minerals Alaska, LLC, Contango Mining Canada, Inc. and ING Capital LLC. |
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10-Q |
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001-35770 |
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10.2 |
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11/14/2024 |
10.17 |
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Amendment No. 10 to Credit and Guarantee Agreement, dated October 31, 2024, among CORE Alaska, LLC, Contango Ore, Inc., Contango Lucky Shot Alaska, LLC, Contango Minerals Alaska, LLC, Contango Mining Canada, Inc. and ING Capital LLC. |
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10-K |
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001-35770 |
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10.25 |
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03/17/2025 |
10.18 |
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Amendment No. 11 to Credit and Guarantee Agreement, dated February 17, 2025, among CORE Alaska, LLC, Contango Ore, Inc., Contango Lucky Shot Alaska, LLC, Contango Minerals Alaska, LLC, Contango Mining Canada, Inc. and ING Capital LLC. |
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10-Q |
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001-35770 |
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10.1 |
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05/14/2025 |
10.19 |
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Amendment No. 12 to Credit and Guarantee Agreement, dated September 19, 2025, among CORE Alaska, LLC, Contango Ore, Inc., Contango Lucky Shot Alaska, LLC, Contango Minerals Alaska, LLC, Contango Mining Canada, Inc. and ING Capital LLC. |
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X |
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10.20 |
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ISDA Master Agreement, dated May 17, 2023, between ING and Core Alaska. |
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8-K |
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001-35770 |
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10.1 |
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8/08/2023 |
65
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Incorporated by Reference |
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Exhibit |
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Description |
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Filed Here Within |
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Form |
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File No. |
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Ex. |
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Filing Date |
10.21 |
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ISDA Master Agreement, dated May 17, 2023, between Macquarie and Core Alaska. |
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8-K |
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001-35770 |
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10.2 |
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8/08/2023 |
10.22 |
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Controlled Equity OfferingSM Sales Agreement, dated June 8, 2023, by and between the Company and Cantor Fitzgerald & Co. |
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8-K |
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001-35770 |
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1.1 |
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6/09/2023 |
10.23 |
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Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan.† |
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8-K |
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001-35770 |
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10.1 |
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11/16/2017 |
10.24 |
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First Amendment to the Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan.† |
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8-K |
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001-35770 |
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10.1 |
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11/20/2019 |
10.25 |
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2023 Omnibus Incentive Plan.† |
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Sc. 14A |
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001-35770 |
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A |
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10/04/2023 |
10.26 |
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Employment Agreement, dated July 11, 2023 between Michael Clark and the Company.† |
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8-K |
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001-35770 |
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10.1 |
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7/17/2023 |
10.27 |
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Employment Agreement, dated September 16, 2024, between Rick Van Nieuwenhuyse and Contango Ore, Inc.† |
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8-K |
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001-35770 |
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10.1 |
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9/17/2024 |
14.1 |
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Code of Ethics. |
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10-K |
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001-35770 |
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14.1 |
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9/11/2012 |
14.2 |
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Corporate Code of Business Conduct and Ethics of Contango ORE, Inc. |
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8-K |
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001-35770 |
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14.1 |
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12/17/2020 |
19.1 |
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Insider Trading Policy. |
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10-K |
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001-35770 |
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19.1 |
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3/17/2025 |
21.1 |
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List of Subsidiaries. |
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X |
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23.1 |
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Consent of Baker Tilly US, LLP, Independent Registered Public Accounting Firm. |
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X |
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23.2 |
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Consent of Baker Tilly US, LLP, Independent Auditor for the Audited Financial Statements of Peak Gold, LLC as of December 31, 2025. |
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X |
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31.1 |
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Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14. |
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X |
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31.2 |
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Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14. |
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X |
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32.1 |
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Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350. |
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X |
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32.2 |
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Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350. |
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X |
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95.1 |
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Mine Safety Disclosures |
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X |
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96.1 |
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Technical Report Summary, dated May 12, 2023 on the Manh Choh Project |
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8-K |
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001-35770 |
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96.1 |
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6/02/2023 |
96.2 |
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Technical Report Summary, dated May 26, 2023 on the Lucky Shot Project. |
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8-K |
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001-35770 |
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96.1 |
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6/16/2023 |
96.3 |
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Technical Report Summary, effective May 12, 2025, as amended on January 12, 2026. |
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8-K/A |
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001-35770 |
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96.1 |
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1/13/2026 |
96.4 |
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Policy Regarding the Mandatory Recovery of Compensation. |
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10-K/A |
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001-35770 |
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97.1 |
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4/14/2025 |
99.1 |
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Original Schedule of Gold Properties (Excluding Tetlin Lease). |
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10-K |
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000-54136 |
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99.1 |
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9/19/2011 |
99.2 |
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Original Schedule of REE Properties. |
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10-K |
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000-54136 |
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99.2 |
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9/19/2011 |
99.3 |
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Schedule of Revised TOK Claims. |
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10-Q |
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001-35770 |
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99.3 |
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5/15/2023 |
99.4 |
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Schedule of Bush Claims. |
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10-Q |
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001-35770 |
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99.4 |
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5/15/2023 |
99.5 |
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Schedule of Revised Eagle Claims. |
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10-Q |
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001-35770 |
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99.6 |
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5/15/2023 |
99.6 |
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Schedule of ADC 2 Claims. |
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10-Q |
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001-35770 |
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99.7 |
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5/15/2023 |
99.7 |
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2011 Report of Behre Dolbear & Company (USA). |
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10-Q |
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000-54136 |
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99.3 |
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2/06/2012 |
99.8 |
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Schedule of Noah Claims. |
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10-K |
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001-35770 |
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99.8 |
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9/15/2017 |
99.9 |
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Schedule of Shamrock Claims. |
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10-K |
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001-35770 |
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99.9 |
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8/31/2021 |
99.10 |
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Audited Financial Statements of Peak Gold, LLC as of December 31, 2025. |
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X |
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Incorporated by Reference |
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Exhibit |
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Description |
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Filed Here Within |
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Form |
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File No. |
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Ex. |
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Filing Date |
101 |
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Financial statements from the Company’s annual report on Form 10-K for the period ended December 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Cash Flows; (iv) Consolidated Statements of Changes in Shareholders’ Equity; and (v) Notes to Consolidated Financial Statements. |
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X |
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104 |
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Cover Page Interactive Data File. |
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X |
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† Management contract or compensatory plan or agreement
67
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CONTANGO ORE, INC. |
Date |
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Date |
/s/ RICK VAN NIEUWENHUYSE |
March 16, 2026 |
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/s/ MIKE CLARK |
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March 16, 2026 |
Rick Van Nieuwenhuyse President, Chief Executive Officer, and Director (Principal Executive Officer) |
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Mike Clark Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) |
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Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name |
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Title |
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Date |
/s/ RICK VAN NIEUWENHUYSE |
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President, Chief Executive Officer |
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March 16, 2026 |
RICK VAN NIEUWENHUYSE |
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(Principal Executive Officer) |
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/s/ MIKE CLARK |
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Chief Financial Officer |
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March 16, 2026 |
MIKE CLARK |
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and Secretary |
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(Principal Financial and Accounting Officer) |
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/s/ BRAD JUNEAU |
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Chairman and Director |
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March 16, 2026 |
BRAD JUNEAU |
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/s/ MIKE CINNAMOND |
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Director |
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March 16, 2026 |
MIKE CINNAMOND |
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/s/ CLYNT NAUMAN |
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Director |
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March 16, 2026 |
CLYNT NAUMAN |
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/s/ RICHARD SHORTZ |
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Director |
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March 16, 2026 |
RICHARD SHORTZ |
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/s/ DARWIN GREEN |
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Director |
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March 16, 2026 |
DARWIN GREEN |
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68
CONTANGO ORE, INC.
INDEX TO FINANCIAL STATEMENTS
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Page |
Report of Independent Registered Public Accounting Firm (Baker Tilly US, LLP, Houston, Texas, PCAOB ID: |
70 |
Consolidated Balance Sheets |
71 |
Consolidated Statements of Operations |
72 |
Consolidated Statements of Cash Flows |
73 |
Consolidated Statements of Stockholders’ Equity (Deficit) |
74 |
Notes to Consolidated Financial Statements |
75 |
69
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
Contango Ore, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Contango Ore, Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/
March 15, 2026
We have served as the Company’s auditor since 2017.
70
CONTANGO ORE, INC.
CONSOLIDATED BALANCE SHEETS
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December 31, 2025 |
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December 31, 2024 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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Restricted cash |
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Prepaid expenses and other |
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Income taxes receivable |
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Total current assets |
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LONG-TERM ASSETS: |
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Investment in Peak Gold, LLC |
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Property & equipment, net |
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Marketable securities |
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Total long-term assets |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Royalty reimbursement advance |
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Derivative contract liability |
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Debt, current portion |
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Total current liabilities |
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NON-CURRENT LIABILITIES: |
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Royalty reimbursement advance |
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Asset retirement obligations |
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Contingent consideration liability |
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Derivative contract liability |
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Debt non-current portion, net |
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Deferred tax liability |
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Total non-current liabilities |
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TOTAL LIABILITIES |
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STOCKHOLDERS’ EQUITY: |
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Preferred Stock, |
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Common Stock, $ |
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Additional paid-in capital |
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Treasury stock at cost ( |
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( |
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( |
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Accumulated deficit |
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( |
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( |
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TOTAL STOCKHOLDERS’ EQUITY |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
71
CONTANGO ORE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
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Fiscal Year Ended December 31, |
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Fiscal Year Ended December 31, |
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2025 |
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2024 |
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EXPENSES: |
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Claim rental expense |
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$ |
( |
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$ |
( |
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Exploration expense |
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( |
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( |
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Depreciation expense |
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( |
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( |
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Accretion expense |
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( |
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General and administrative expense |
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( |
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( |
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Total expenses |
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( |
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( |
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Income from equity investment in Peak Gold, LLC |
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Total income from operations |
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OTHER INCOME/(EXPENSE): |
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Interest and other income |
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Interest and finance expense |
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( |
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( |
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Loss on derivative contracts |
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( |
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( |
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Gain on metal sales |
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Gain/(loss) on marketable securities |
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( |
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Total other income/(expense) |
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( |
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( |
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Loss before income taxes |
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( |
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( |
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Income tax (expense) / benefit |
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( |
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NET LOSS |
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$ |
( |
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$ |
( |
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LOSS PER SHARE |
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Basic and diluted |
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$ |
( |
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$ |
( |
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING |
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Basic and diluted |
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The accompanying notes are an integral part of these consolidated financial statements.
72
CONTANGO ORE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
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Year Ended December 31, |
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2025 |
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2024 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
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$ |
( |
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$ |
( |
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Adjustments to reconcile net loss to net cash provided by operating activities: |
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Stock-based compensation |
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Depreciation expense |
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Accretion expense |
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Non-cash portion for lease expense |
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Equity earnings from investment in Peak Gold, LLC |
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( |
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( |
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Cash distribution from Peak Gold, LLC |
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Unrealized loss from derivative contracts |
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Unrealized (gain)/loss from marketable securities |
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( |
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Realized gain from marketable securities |
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( |
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Interest expense paid in stock |
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Amortization of debt discount and debt issuance fees |
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Drawdown of silver royalty |
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( |
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( |
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Deferred tax expense/(benefit) |
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( |
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Changes in operating assets and liabilities: |
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(Increase)/decrease in prepaid expenses and other |
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Increase/(decrease) in accounts payable and accrued liabilities |
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( |
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Decrease/(increase) in income taxes receivable |
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( |
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Net cash provided by operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Cash invested in Peak Gold, LLC |
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( |
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Proceeds from the sale of marketable securities |
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Cash consideration paid for Avidian Alaska Acquisition |
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( |
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( |
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Acquisition of property and equipment |
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( |
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( |
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Net cash provided by/(used in) investing activities |
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( |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Cash proceeds from debt |
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Principal repayments on debt |
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( |
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( |
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Cash proceeds from common stock and warrant issuance, net |
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Shares repurchased for tax withholdings on share-based awards |
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( |
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Debt issuance costs |
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( |
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Net cash provided by financing activities |
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NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH |
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CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR |
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CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR |
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Supplemental disclosure of cash flow information |
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Cash paid for: |
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Total income tax paid, net of received |
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( |
) |
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Interest expense |
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Non-cash investing and financing activities |
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Commitment fee derecognized and added to debt discount |
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Shares issued for acquisitions |
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Change in estimate in contingent consideration liability |
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Capitalized deferred acquisition costs |
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Consideration payable for Avidian acquisition |
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Accrued transaction costs for HighGold acquisition |
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Total non-cash investing and financing activities |
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The accompanying notes are an integral part of these consolidated financial statements.
73
CONTANGO ORE, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
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Additional |
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Total |
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Common Stock |
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Paid-in |
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Treasury |
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Accumulated |
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Stockholders’ |
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Shares |
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Amount |
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Capital |
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Stock |
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Deficit |
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Equity (Deficit) |
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Balance at December 31, 2023 |
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$ |
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$ |
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$ |
( |
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$ |
( |
) |
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$ |
( |
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Stock-based compensation |
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— |
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— |
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Restricted shares grants |
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( |
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Common stock issuance |
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Cost of common stock issuance |
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— |
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( |
) |
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( |
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Issuance of common stock from acquisitions |
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Issuance of warrants |
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— |
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Shares issued for convertible debt interest payment |
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Net loss |
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— |
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( |
) |
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( |
) |
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Balance at December 31, 2024 |
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$ |
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$ |
178,270,782 |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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Stock-based compensation |
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— |
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Restricted shares grants |
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( |
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Common stock issuance |
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Cost of common stock issuance |
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— |
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( |
) |
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( |
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Common stock issuance for acquisitions |
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Shares repurchased for tax withholdings on share-based awards |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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Shares issued for convertible debt interest payment |
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Net loss |
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— |
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( |
) |
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( |
) |
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Balance at December 31, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
74
CONTANGO ORE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Business
Contango ORE, Inc. (“CORE” or the “Company”) was formed on September 1, 2010 as a Delaware corporation for the purpose of engaging in the exploration for and development of gold ore and associated minerals in the State of Alaska. On January 8, 2015, CORE Alaska, LLC, a wholly-owned subsidiary of the Company (“CORE Alaska”), and a subsidiary of Royal Gold, Inc. (“Royal Gold”) formed Peak Gold, LLC (the “Peak Gold JV”). On September 30, 2020, CORE Alaska sold a
Concurrently with the CORE Transactions, KG Mining, in a separate transaction, acquired
The Company conducts its business through the below primary means:
75
The Johnson Tract Project, Lucky Shot Property, Minerals Property and Avidian Properties are collectively referred to in these Notes to the Consolidated Financial Statements as the “Contango Properties”.
The Company’s Manh Choh Project is in the production stage, while all other projects are in the exploration stage.
The Company has been involved, directly and through the Peak Gold JV (
As of December 31, 2025 and 2024, the Company has funded $
2. Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.
3. Liquidity
The Company’s cash needs going forward will primarily relate to exploration of the Contango Properties, repayment of debt and related interest, and general and administrative expenses of the Company. As of December 31, 2025, the Company has working capital deficit balance of $
4. Summary of Significant Accounting Policies
The Company’s significant accounting policies are described below.
Cash and cash equivalents. Cash and cash equivalents consists of all cash balances and highly liquid investments with an original maturity of three months or less. Because of the short maturity of these investments, the carrying amounts approximate their fair value. All cash is held in cash deposit accounts as of December 31, 2025 and December 31, 2024. At certain times, amounts on deposit may exceed federal deposit insurance limits. As of December 31, 2025 and December 31, 2024 the Company had $
76
Management Estimates. The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Other items subject to estimates and assumptions include, but are not limited to, the carrying amounts of property and equipment, asset retirement obligations, valuation of contingent consideration, valuation allowances for deferred income tax assets and valuation of derivative instruments. Management evaluates estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic and commodity price environment.
Stock-Based Compensation. The Company applies the fair value method of accounting for stock-based compensation. Under this method, compensation cost is measured at the grant date based on the fair value of the award and is recognized over the award vesting period. The Company classifies the benefits of tax deductions in excess of the compensation cost recognized for the options (excess tax benefit) as financing cash flows. The fair value of each option award is estimated as of the date of grant using the Black-Scholes option-pricing model. The fair value of each restricted stock award is equal to the Company’s stock price on the date the award is granted. The Company recognizes forfeitures when incurred.
Income Taxes. The Company follows the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements and (ii) operating loss and tax credit carry-forwards for tax purposes. Deferred tax assets are reduced by a valuation allowance when, based upon management’s estimates, it is more likely than not that a portion of the deferred tax assets will not be realized in a future period.
Investment in the Peak Gold JV. The Company’s consolidated financial statements include the investment in the Peak Gold JV, which is accounted for under the equity method. The Company re-evaluates the classification at each balance sheet date and when events or changes in circumstances indicate that there is a change in the Company’s ability to exercise significant influence. The Company held a
The Company assesses its equity method investment for impairment when events or circumstances suggest that the carrying amount of the investment may be impaired. The Company records an impairment charge in earnings when the decline in value below the carrying amount of its equity method investment is determined to be other than temporary.
Cash distributions from the Peak Gold JV. The Company applies distributions received from the Peak Gold JV as a return on investment and are deducted from the carrying amount of the investment balance as permitted under ASC 323 - Investments - Equity Method and Joint Ventures. The Company has elected the "Nature of the distribution approach" and the distributions from the Peak Gold JV represent a return on investment as the distributions are generated from the regular course of business earning and will be presented under operating activities on the Statements of Cash Flows.
The Peak Gold JV’s operations are significantly integral to the Company’s current business and ongoing operations and, thus, the Company’s equity share of the Peak Gold JV’s earnings are presented in income from operations.
Property & Equipment. Property and equipment are stated at cost less accumulated depreciation. Depreciation and amortization are computed for assets placed in service using the straight‐line method over the estimated useful life of the asset. When assets are retired or sold, the costs and related allowances for depreciation and amortization are eliminated from the accounts, and any resulting gain or loss is reflected in operations. The Company reviews long‐lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If an asset is considered to be impaired, the loss recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were
Fair Value Measurement. The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. FASB ASC Topic 820 provides a framework for measuring fair value, establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to
77
the valuation of an asset or liability as of the measurement date and requires consideration of the counterparty’s creditworthiness when valuing certain assets.
The three levels are defined as follows:
Level 1 – Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities.
Level 2 – Other inputs that are observable directly or indirectly, such as quoted prices in markets that are not active or inputs, which are observable, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3 – Unobservable inputs for which there are little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instrument’s complexity. The Company reflects transfers between the three levels at the beginning of the reporting period in which the availability of observable inputs no longer justifies classification in the original level. There were no transfers between fair value hierarchy levels for the fiscal year ended December 31, 2025 and the fiscal year ended December 31, 2024.
Fair Value on a Recurring Basis
The Company performs fair value measurements on a recurring basis for the following:
The Company evaluates convertible notes to determine if those contracts or embedded components of those contracts qualify as derivatives to be accounted for separately. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are evaluated and accounted for separately. The result of this accounting treatment is that the fair value of the embedded derivative is recorded as either an asset or a liability and marked-to-market each balance sheet date, with the change in fair value recorded in the statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. The fair value of the embedded conversion features are estimated using several probability weighted binomial lattice models. Estimating fair values of embedded conversion features is classified within Level 3 of the fair value hierarchy and requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. No derivative has been identified in connection with the conversion feature. Measurements associated with certain redemption features (call and put options), contingent on a change-in-control event occurring have an immaterial value;
78
The following table summarizes the fair value of the Company's financial assets and liabilities, by level within the fair-value hierarchy:
As of December 31, 2025 |
|
Level 1 |
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|
Level 2 |
|
|
Level 3 |
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|||
Financial Assets |
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|
|
|
|
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|
|||
Marketable securities - noncurrent |
|
$ |
|
|
$ |
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$ |
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|||
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Financial Liabilities |
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|||
Derivative Liability - current |
|
$ |
|
|
$ |
|
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$ |
|
|||
Derivative Liability - noncurrent |
|
$ |
|
|
$ |
|
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$ |
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|||
Contingent consideration liability - noncurrent |
|
$ |
|
|
$ |
|
|
$ |
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|||
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|
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|
|
|
|
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|||
As of December 31, 2024 |
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|
|||
Financial Assets |
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|
|
|
|
|
|
|
|||
Marketable securities - noncurrent |
|
$ |
|
|
$ |
|
|
$ |
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|||
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|
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|
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|||
Financial Liabilities |
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|||
Derivative Liability - current |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Derivative Liability - noncurrent |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Contingent consideration liability - noncurrent |
|
$ |
|
|
$ |
|
|
$ |
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|||
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|||
The contingent consideration change in fair value compared to last year resulted from re-assessment of probabilities of reaching the milestone payment thresholds. The increase has been recorded as an adjustment to the carrying amount of the mineral properties to which the original purchase price allocation was assigned.
Fair Value on a Nonrecurring Basis
The Company applies the provisions of the fair value measurement standard on a non-recurring basis to its non-financial assets and liabilities, including mineral properties, business combinations, and asset retirement obligations. These assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments if events or changes in certain circumstances indicate that adjustments may be necessary. No significant fair value adjustments were necessary in 2025 and 2024.
Business Combinations. In determining whether an acquisition should be accounted for as a business combination or asset acquisition, the Company first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this is the case, the single identifiable asset or the group of similar assets is not deemed to be a business, and is instead deemed to be an asset. If this is not the case, the Company then further evaluates whether the single identifiable asset or group of similar identifiable assets and activities includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If so, the Company concludes that the single identifiable asset or group of similar identifiable assets and activities is a business. The Company accounts for business combinations using the acquisition method of accounting. Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognized at fair value as of the acquisition date and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill, which is not amortized for accounting purposes but is subject to testing for impairment at least annually. The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. Contingent consideration in asset acquisitions payable in the form of cash is recognized when the contingency is resolved and the consideration is paid or becomes payable. Contingent consideration payable in the form of a fixed number of the Company’s own shares is measured at fair value as of the acquisition date and each reporting date. Upon recognition of the contingent consideration payment, the amount is included in the cost of the acquired asset or group of assets.
Convertible Debenture. The Company accounts for its convertible debenture in accordance with ASC 470-20, Debt with Conversion and Other Options ("ASC 470-20"), which requires the liability and equity components of convertible debt to be
79
separately accounted for in a manner that reflects the issuer's nonconvertible debt borrowing rate. Debt discount created by the bifurcation of embedded features in the convertible debenture are reflected as a reduction to the related debt liability. The discount is amortized to interest expense over the term of the debt using the effective-interest method.
Risk Management Objective of Using Derivatives. The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by gold future pricing. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments.
Non-designated Hedges. Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to fluctuations in the market price of gold and the Company has elected not to apply hedge accounting. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings.
Asset Retirement Obligations. Asset retirement obligations (including reclamation and remediation costs) associated with operating and non-operating mine sites are recognized when an obligation is incurred and the fair value can be reasonably estimated. Fair value is measured as the present value of expected cash flow estimates, after considering inflation, our credit-adjusted risk-free rates and a market risk premium appropriate for our operations. The liability is accreted over time through periodic charges to earnings. In addition, the asset retirement cost is capitalized as part of the asset’s carrying value and amortized over the life of the related asset. Reclamation costs are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation costs. The estimated reclamation obligation is based on when spending for an existing disturbance is expected to occur. Costs included in estimated asset retirement obligations are discounted to their present value as cash flows are readily estimable. The Company reviews, on an annual basis, unless otherwise deemed necessary, the reclamation obligation for each project in accordance with ASC guidance for asset retirement obligations. As of December 31, 2025 and 2024, the Company had asset retirement obligations related to its Lucky Shot project totaling $
Recently Issued Accounting Pronouncements. In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvements to Income Tax Disclosures, requiring entities to disclose more detailed information about income tax expense (benefit), significant components of income tax expense (benefit), separate disclosure of income tax expense (benefit) for domestic and foreign jurisdictions and by major jurisdictions. The Company adopted ASU 2023-09 as of January 1, 2025, and the corresponding impacts are reflected in Note 13 - Income Taxes.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Recently issued accounting pronouncements not yet effective. In November 2024, the FASB issued Accounting Standards Update 2024-03 (“ASU 2024-03”), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring disclosure of specified information about certain costs and expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026. The Company has not early adopted this standard.
The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a significant effect on the Company’s consolidated financial statements.
5. Prepaid Expenses and Other
The Company had prepaid expenses and other assets of $
80
6. Net Loss Per Share
A reconciliation of the components of basic and diluted net loss per share of common stock is presented in the tables below:
|
|
Fiscal Year Ended December 31, |
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2025 |
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2024 |
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Weighted |
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|
Loss |
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Weighted |
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|
Loss |
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||||||
|
|
Net Loss |
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Shares |
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Per Share |
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Net Loss |
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Shares |
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Per Share |
|
||||||
Net Loss |
|
$ |
( |
) |
|
|
|
|
|
|
|
$ |
( |
) |
|
|
|
|
|
|
||||
Basic Net Loss per Share: |
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|
|
|
|
|
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|
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|
|
|
|
|
||||||
Net loss attributable to common stock |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
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|
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|
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|
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|
||||||
Diluted Net Loss per Share: |
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|
|
|
|
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|
|
||||||
Net loss attributable to common stock |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
||
The Company uses the two-class method to compute basic earnings per share. Under this method, earnings are allocated to common shares and participating securities according to their participation rights in dividends declared and undistributed earnings and divide the income available to each class by the weighted average number of common shares for the period in each class. Unvested restricted stock grants made to our non-employee directors and certain employees are considered participating securities because the shares have the right to receive non-forfeitable dividends. Because the participating shares have no obligation to share in net losses, we do not allocate losses to our common shares in this calculation.
Diluted earnings per share reflect the potential dilutive effect of securities that could share in our earnings. Restricted stock awarded to non-employee directors and certain employees that have not yet vested are considered when computing diluted earnings per share. The Company uses the treasury stock method to determine the dilutive effect of unvested restricted stock. Shares of unvested restricted stock under a stock-based compensation arrangement are considered options for purposes of computing diluted earnings per share and are considered outstanding shares as of the grant date for purposes of computing diluted earnings per share even though their exercise may be contingent upon vesting. Those stock-based awards are included in the diluted earnings per share computation even if the non-employee director and employee may be required to forfeit the stock at some future date, or no shares may ever be issued to the non-employee director and/or employee. Unvested restricted stocks are not included in outstanding common shares in computing basic earnings per share.
Warrants to purchase
7. Stockholders’ Equity
The Company has
ATM Offering
On June 8, 2023, the Company entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), pursuant to which the Company may offer and sell from time to time up to $
81
sales made directly on or through the New York Stock Exchange or on any other existing trading market for the Company’s common stock. The Company has no obligation to sell any of the common stock under the Sales Agreement and may at any time suspend or terminate the offering of its common stock pursuant to the Sales Agreement upon notice and subject to other conditions. The Agent will act as sales agent and will use commercially reasonable efforts to sell on the Company’s behalf all of the common stock requested to be sold by the Company, consistent with the Agent’s normal trading and sales practices, on mutually agreed terms between the Agent and the Company. The Company pays the Agent a commission of
Underwritten Offering
On June 10, 2024, the Company entered into an underwriting agreement (the "June 2024 Underwriting Agreement") with Canaccord Genuity LLC and Cormark Securities Inc. (collectively, the "June 2024 Underwriters"), relating to the underwritten public offering (the “ June 2024 Offering”) of
On September 25, 2025, the Company sold
The issued pre-funded warrants were classified as a component of permanent equity in the Company’s Consolidated Balance Sheets as they are freestanding financial instruments that are immediately exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of shares of common stock upon exercise. All of the shares underlying the pre-funded warrants have been included in the weighted-average number of shares of common stock used to calculate net income/loss per share, basic and diluted, attributable to common stockholders as the shares may be issued for little or no consideration, are fully vested, and are exercisable after the original issuance date of the pre-funded warrants. As of December 31, 2025, none of the pre-funded warrants had been exercised.
See Note 19 - Subsequent Events.
8. Acquisitions
HighGold Acquisition
On
On July 10, 2024, the Company completed the HighGold Acquisition and, as contemplated by the Arrangement Agreement, each HighGold share of common stock was exchanged for
82
$
Avidian Alaska Acquisition
On
On
The Company evaluated these acquisitions under ASC 805, Business Combinations. ASC 805 requires that an acquirer determine whether it has acquired a business. If the criteria of ASC 805 are met, a transaction would be accounted for as a business combination and the purchase price is allocated to the respective net assets assumed based on their fair values and a determination is made whether any goodwill results from the transaction. In evaluating the criteria outlined by this standard, the Company concluded that the acquired set of assets did not meet the US GAAP definition of a business (there are several reasons the assets do not constitute a business including the fact that the assembled workforce does not currently perform a substantive process). Therefore, the Company accounted for both purchases as an asset acquisition. With regards to the HighGold acquisition, the Company allocated the total consideration transferred on the date of the acquisition, approximately $
9. Property & Equipment
The table below sets forth the book value by type of fixed asset as well as the estimated useful life:
83
Asset Type |
|
Estimated |
|
December 31, 2025 |
|
December 31, 2024 |
Mineral properties |
|
Not Depleted |
|
$ |
|
$ |
Land |
|
Not Depreciated |
|
|
||
Buildings and improvements |
|
|
|
|||
Machinery and equipment |
|
|
|
|||
Vehicles |
|
|
|
|||
Computer and office equipment |
|
|
|
|||
Furniture & fixtures |
|
|
|
|||
Right of use asset |
|
|
|
|||
Less: Accumulated depreciation and |
|
|
|
( |
|
( |
Less: Accumulated impairment |
|
|
|
( |
|
( |
Property & Equipment, net |
|
|
|
$ |
|
$ |
Mineral properties include amounts for value beyond proved and probable reserves related to mines and exploration or pre-development interests acquired by the Company which are not depleted until the mineralized material they relate to is converted to proven and probable reserves.
10. Investment in Peak Gold JV
The Company recorded its initial investment at the historical book value of the assets contributed to the Peak Gold JV which was approximately $
84
The following table is a roll-forward of our investment in the Peak Gold JV as of December 31, 2025:
|
|
Investment |
|
|
|
|
in Peak Gold, LLC |
|
|
Investment balance at December 31, 2023 |
|
$ |
|
|
Investment in Peak Gold, LLC |
|
|
|
|
Loss from equity investment in Peak Gold, LLC |
|
|
( |
) |
Investment balance at March 31, 2024 |
|
$ |
|
|
Investment in Peak Gold, LLC |
|
|
|
|
Loss from equity investment in Peak Gold, LLC |
|
|
( |
) |
Investment balance at June 30, 2024 |
|
$ |
|
|
Investment in Peak Gold, LLC |
|
|
|
|
Distributions received from Peak Gold, LLC |
|
|
( |
) |
Income from equity investment in Peak Gold, LLC |
|
|
|
|
Investment balance at September 30, 2024 |
|
$ |
|
|
Distributions received from Peak Gold, LLC |
|
|
( |
) |
Income from equity investment in Peak Gold, LLC |
|
|
|
|
Investment balance at December 31, 2024 |
|
$ |
|
|
Distributions received from Peak Gold, LLC |
|
|
( |
) |
Income from equity investment in Peak Gold, LLC |
|
|
|
|
Investment balance at March 31, 2025 |
|
$ |
|
|
Distributions received from Peak Gold, LLC |
|
|
( |
) |
Income from equity investment in Peak Gold, LLC |
|
|
|
|
Investment balance at June 30, 2025 |
|
$ |
|
|
Distributions received from Peak Gold, LLC |
|
|
( |
) |
Income from equity investment in Peak Gold, LLC |
|
|
|
|
Investment balance at September 30, 2025 |
|
$ |
|
|
Distributions received from Peak Gold, LLC |
|
|
( |
) |
Income from equity investment in Peak Gold, LLC |
|
|
|
|
Investment balance at December 31, 2025 |
|
$ |
|
|
|
|
|
|
|
The following table presents the condensed balance sheets for the Peak Gold JV as of December 31, 2025 and December 31, 2024 in accordance with US GAAP:
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets |
|
$ |
|
|
$ |
|
||
Non-current assets |
|
|
|
|
|
|
||
TOTAL ASSETS |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
LIABILITIES AND MEMBERS’EQUITY |
|
|
|
|
|
|
||
Current liabilities |
|
$ |
|
|
$ |
|
||
Non-current liabilities |
|
|
|
|
|
|
||
TOTAL LIABILITIES |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
MEMBERS’ EQUITY |
|
|
|
|
|
|
||
TOTAL LIABILITIES AND MEMBERS’ EQUITY |
|
$ |
|
|
$ |
|
||
The following table presents the condensed results of operations for the Peak Gold JV for the fiscal year ended December 31, 2025 and the fiscal year ended December 31, 2024 in accordance with US GAAP:
85
|
|
Fiscal Year Ended |
|
|
Fiscal Year Ended |
|
||
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
||
|
|
|
|
|
|
|
||
Revenue |
|
$ |
|
|
$ |
|
||
Cost of sales |
|
|
( |
) |
|
|
( |
) |
Gross profit |
|
|
|
|
|
|
||
Other expenses |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Net Income |
|
$ |
|
|
$ |
|
||
The Company’s share of the Peak Gold JV’s results of operations for the fiscal year ended December 31, 2025 and 2024 was income of $
11. Stock Based Compensation
On September 15, 2010, the Board adopted the Contango ORE, Inc. Equity Compensation Plan (the “2010 Plan”). On November 10, 2022, the stockholders of the Company approved and adopted the Second Amendment (the “Second Amendment”) to the Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan (as amended, the “Amended Equity Plan”) which increased the number of shares of common stock that the Company may issue under the Amended Equity Plan by
Stock Options. Under the Equity Plans, options granted must have an exercise price equal to or greater than the market price of the Company’s common stock on the date of grant. The Company may grant key employees both incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, and stock options that are not qualified as incentive stock options. Stock option grants to non-employees, such as directors and consultants, may only be stock options that are not qualified as incentive stock options. Options generally expire after
The Company applies the fair value method to account for stock option expense. Under this method, cash flows from the exercise of stock options resulting from tax benefits in excess of recognized cumulative compensation cost (excess tax benefits) are classified as financing cash flows. See Note 4 - Summary of Significant Accounting Policies. All employee stock option grants are expensed over the stock option’s vesting period based on the fair value at the date the options are granted. The fair value of each option is estimated as of the date of grant using the Black-Scholes options-pricing model. Expected volatilities are based on the historical weekly volatility of the Company’s stock with a look-back period equal to the expected term of the options. The expected dividend yield is
86
Restricted Stock. Under the Equity Plans, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) shall determine to what extent, and under what conditions, the Participant shall have the right to vote shares of Stock Awards and to receive any dividends or other distributions paid on such shares during the restriction period. The terms and applicable voting and dividend rights are outlined in the individual restricted stock agreements. All restricted stock grants are expensed over the applicable vesting period based on the fair value at the date the stock is granted. The grant date fair value may differ from the fair value on the date the individual’s restricted stock actually vests. The total grant date fair value of the restricted stock granted for the fiscal years ended December 31, 2025 and 2024 was $
As of December 31, 2025, there were
Below table indicates the unvested restricted stock balance as of December 31, 2025 and December 31, 2024:
|
|
Number of restricted shares unvested |
|
|
Balance - January 1, 2025 |
|
|
|
|
Restricted shares granted |
|
|
|
|
Restricted shares vested |
|
|
( |
) |
Balance - December 31, 2025 |
|
|
|
|
|
|
|
|
|
Balance - January 1, 2024 |
|
|
|
|
Restricted shares granted |
|
|
|
|
Restricted shares vested |
|
|
( |
) |
Balance - December 31, 2024 |
|
|
|
|
12. Commitments and Contingencies
Tetlin Lease. The Tetlin Lease had an initial
Pursuant to the terms of the Tetlin Lease, the Peak Gold JV is required to spend $
Gold Exploration. The Company’s Triple Z, Eagle/Hona, Shamrock, Willow, Golden Zone, Amanita, Amanita NE and Lucky Shot claims are all located on State of Alaska lands. The annual claim rentals on these projects vary based on the age of the claims, and are due and payable in full by November 30 of each year. Annual claims rentals for the 2024-2025 assessment year totaled $
Lucky Shot Property. With regard to the Lucky Shot Property, the Company will be obligated to pay CRH Funding II PTE. LTD, a Singapore private limited corporation (“CRH”), additional consideration if production on the Lucky Shot Property meets two separate milestone payment thresholds. If the first threshold of (1) an aggregate “mineral resource” equal to
87
based on a
Royal Gold Royalties. Royal Gold currently holds a
CIRI Lease Agreement. JT Mining Inc. entered into a lease agreement effective May 17, 2019 with CIRI and shall pay the sum of $
CIRI Exploration Agreement. JT Mining Inc. entered into an exploration agreement effective July 1, 2023 with CIRI and on each anniversary of the effective date thereafter during the
Mining Lease and Option to Purchase Agreement Amanita Project.
Employment Agreements. Mike Clark serves as the Company’s Chief Financial Officer and Secretary and is responsible for performing the functions of the Company’s principal financial officer. Pursuant to his employment agreement (the "CFO Employment Agreement"), Mr. Clark receives a base salary of $
Rick Van Nieuwenhuyse serves as the Company’s President & Chief Executive Officer and director. Pursuant to his employment agreement (the “CEO Employment Agreement”), Mr. Van Nieuwenhuyse receives a base salary of $
88
Short Term Incentive Plan. The Compensation Committee of the Company's board of directors (the “Compensation Committee”) adopted a Short-Term Incentive Plan (the “STIP”) for the benefit of its executive officers. Pursuant to the terms of the STIP, the Compensation Committee establishes performance goals at the beginning of each year and then at the end of the year will evaluate the extent to which, if any, the officers meet such goals. The STIP provides for a payout ranging between
Committee for Safe Communities Complaint. On October 20, 2023, the Committee for Safe Communities ("CSC"), an Alaskan non-profit corporation inclusive of certain vacation home owners along the Manh Choh ore haul route, formed for the purpose of opposing the Manh Choh project, filed suit in the Superior Court in Fairbanks, Alaska against the State of Alaska Department of Transportation and Public Facilities ("DOT"). The Complaint sought injunctive relief against the DOT with respect to its oversight of the Peak Gold JV's ore haul plan. On May 9, 2025, and at CSC’s request, the Court entered an Order of Dismissal Without Prejudice as to CSC’s one remaining claim, vacated the trial date and closed the case.
Village of Dot Lake Complaint. On July 1, 2024, the Village of Dot Lake, a federally recognized Indian Tribe, located approximately 50 miles from the Manh Choh mine on the ore haul route along the Alaska Highway (“Dot Lake”), filed a Complaint in the U.S. District Court for the District of Alaska against U.S. Army Corps of Engineers (the “Corps”) and Lt. General Scott A. Spellmon, in his official capacity as Chief of Engineers and Commanding General of the Corps. The Complaint sought declaratory and injunctive relief based on the Corps’ alleged failure to consult with Dot Lake and to undertake an adequate environmental review with respect to the Corps’ issuance in September 2022 of a wetlands disturbance permit in connection with the overall permitting of the Manh Choh mine as to approximately five acres of wetlands located on Tetlin Village land. The Peak Gold JV was not named as a defendant in the Complaint, but sought and was granted the right to intervene in the action, and joined the partial motion to dismiss the lawsuit that the Corps filed on August 23, 2024. On September 29, 2025, the Court entered an Order dismissing the action with prejudice based on the Stipulated Dismissal of Action filed by the parties and the Court closed the case.
Cook Inletkeeper, Chickaloon Village Traditional Counsel, Center for Biological Diversity. On September 10, 2024, the Corps issued to Johnson Tract Mining Inc, (a wholly owned subsidiary of the Company) a permit under Section 404 of the Clean Water Act to construct an access road and improve an existing air strip on the south parcel of the Johnson Tract project. On May 20, 2025, Cook Inletkeeper, Chickaloon Village Traditional Council, Center for Biological Diversity, and an individual plaintiff filed suit in the United States District Court for the District of Alaska against the Corps and related officials, challenging the Corps’ issuance of the Section 404 permit. The plaintiffs seek to vacate the section 404 permit issued and halt mineral exploration on the lands. The complaint alleges that the Corps Environmental Assessment for the Section 404 permit failed to adequately analyze the potential for acid rock drainage and contaminants leaching into the Johnson River and Cook Inlet and the harmful effects of the project on beluga whales at the Cook Inlet. In July 2025, the Company filed a motion to intervene as a defendant in the lawsuit to protect its legal rights under the Section 404 permit, its significant investment in the Johnson Tract, and its mineral exploration lease with CIRI. The Alaska District Court has not issued any rulings or relief and the permit in question is still active and in good standing. We believe unfavorable outcome to us is not probable.
Dolly Varden acquisition. Dolly Varden Silver Corporation (“Dolly Varden”) was amalgamated under the Business Corporations Act (British Columbia) on January 30, 2012. Dolly Varden’s primary activity is the acquisition and exploration of mineral properties in Canada.
Dolly Varden is a mineral exploration company focused on exploration and advancing its
In addition to the Kitsault Valley Project, Dolly Varden has consolidated a land package of six other properties in the same region as the Kitsault Valley Project. These six properties have historically been explored for gold, copper, silver, lead and zinc. Including the Kitsault Valley Project and the recent acquisitions, Dolly Varden now holds a combined area of 100,000 hectares within the region.
On December 8, 2025, Contango and Dolly Varden entered into the Arrangement Agreement in respect of the Arrangement. Under the terms of the Arrangement Agreement, Contango will acquire all of the issued and outstanding Dolly Varden Shares at the Exchange Ratio. The estimated fair value of the shares to be issued based on information available as of December 8, 2025 is $
Immediately prior to Closing, all Dolly Varden RSUs will vest and be settled for Dolly Varden Shares. Pursuant to the Arrangement, all outstanding Dolly Varden Options will be exchanged for stock options to acquire Contango Shares, adjusted to reflect the Exchange Ratio. Eligible Canadian stockholders of Dolly Varden will be able to elect to receive exchangeable
89
shares in a Canadian subsidiary of Contango, which will be exchangeable into Contango Shares, instead of the Contango Shares to which they would otherwise be entitled.
Upon completion of the Arrangement, existing Contango Stockholders and former Dolly Varden Shareholders will own approximately
The Arrangement will be effected pursuant to a court-approved plan of arrangement under the BCBCA and will require approval by (i) the Court, (ii) 66 2/3% of the votes cast by Dolly Varden Shareholders at a special meeting of Dolly Varden Shareholders expected to be held in the first quarter of 2026, and (iii) the affirmative vote of a majority of the Contango Shares present in person or by proxy at the special meeting of Contango Stockholders, expected to be held in the first quarter of 2026, and entitled to vote thereon.
In addition to the approval of the Court and the Dolly Varden and Contango stockholders, the Arrangement is subject to the receipt of applicable regulatory and exchange approvals (including approval of the NYSE American and TSXV), and the satisfaction of certain other closing conditions customary for a transaction of this nature. Subject to the satisfaction of such conditions, the Arrangement is expected to close in the first quarter of 2026. The Arrangement Agreement includes customary deal protections, including reciprocal fiduciary-out provisions, non-solicitation covenants and the right to match any superior proposals. A reciprocal Termination Fee in the amount of $
As of December 31, 2025, the Company has accrued and capitalized $
13. Income Taxes
A summary of the reconciliation of the income tax benefit based on the statutory federal income tax rate of
|
|
Fiscal Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
% |
|
||
Income tax benefit at US federal statutory tax rate |
|
$ |
( |
) |
|
|
% |
|
State income taxes expense, net of federal income tax effect* |
|
|
|
|
|
- |
% |
|
Effect of cross-border tax laws |
|
|
|
|
|
- |
% |
|
Foreign tax effects |
|
|
|
|
|
|
||
Canada: |
|
|
|
|
|
|
||
Statutory tax rate difference |
|
|
|
|
|
- |
% |
|
Change in valuation allowance |
|
|
( |
) |
|
|
% |
|
Nontaxable or nondeductible items |
|
|
|
|
|
|
||
Convertible Debt Interest |
|
|
|
|
|
- |
% |
|
Other |
|
|
|
|
|
- |
% |
|
Changes in valuation allowance |
|
|
|
|
|
- |
% |
|
Other |
|
|
|
|
|
- |
% |
|
Income tax expense |
|
$ |
|
|
|
- |
% |
|
* In 2025, state and local income taxes in Alaska comprise the majority of the state and local income taxes, net of federal tax.
90
A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations follows:
|
|
Fiscal Year Ended December 31, |
|
|
|
|
2024 |
|
|
Income tax benefit at statutory tax rate |
|
$ |
( |
) |
State tax benefit |
|
|
( |
) |
Return to provision |
|
|
( |
) |
Effect of rates different than statutory |
|
|
( |
) |
Permanent differences |
|
|
|
|
Convertible debt interest |
|
|
|
|
Other valuation allowance |
|
|
|
|
Income tax benefit |
|
$ |
( |
) |
The effective tax rates for the year ended December 31, 2025 was -
The Company has paid the following in income taxes, net of refunds received:
|
|
Fiscal Year Ended December 31, |
|
|
|
|
2025 |
|
|
Jurisdiction |
|
|
|
|
US - Federal |
|
$ |
( |
) |
US - State |
|
|
— |
|
Foreign - Canada |
|
|
— |
|
Total income tax refunds |
|
$ |
( |
) |
The following table summarizes the components of loss before taxes:
|
|
Fiscal Year Ended December 31, |
|
|
Fiscal Year Ended December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Pre-tax Book (Loss) Income: |
|
|
|
|
|
|
||
US |
|
$ |
( |
) |
|
$ |
( |
) |
Foreign |
|
|
|
|
|
( |
) |
|
Total Worldwide Pre-tax Book Loss |
|
$ |
( |
) |
|
$ |
( |
) |
The following table summarizes the components of the income tax provision:
|
|
Fiscal Year Ended December 31, |
|
|
Fiscal Year Ended December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Current: |
|
|
|
|
|
|
||
Federal |
|
$ |
( |
) |
|
$ |
|
|
State |
|
|
( |
) |
|
|
|
|
Total current income tax (benefit) / expense |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
||
Deferred: |
|
|
|
|
|
|
||
Federal |
|
$ |
|
|
$ |
( |
) |
|
State |
|
|
|
|
|
( |
) |
|
Total deferred income tax (benefit) / expense |
|
$ |
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
||
Total income tax (benefit) / expense |
|
$ |
|
|
$ |
( |
) |
|
91
The net deferred tax liability is comprised of the following:
|
|
As of December 31, |
|
|
As of December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Deferred Tax Assets: |
|
|
|
|
|
|
||
Net Operating Losses |
|
$ |
|
|
$ |
|
||
Derivatives |
|
|
|
|
|
|
||
Capitalized Exploration |
|
|
|
|
|
|
||
Investment In Peak Gold JV |
|
|
— |
|
|
|
|
|
Other Assets |
|
|
|
|
|
|
||
Total Deferred Tax Assets |
|
|
|
|
|
|
||
Valuation allowance |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Deferred Tax Liabilities |
|
|
|
|
|
|
||
Investment In Peak Gold JV |
|
|
( |
) |
|
|
— |
|
Other Liabilities |
|
|
( |
) |
|
|
( |
) |
Total Deferred Tax Liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Net Deferred Tax Liability |
|
$ |
( |
) |
|
$ |
( |
) |
At each reporting period, the Company weighs all positive and negative evidence to determine whether the deferred tax assets are more likely than not to be realized. As part of the HighGold acquisition, the Company measured and recorded a net deferred tax liability through acquisition accounting with an offsetting entry to the exploration and evaluation assets. The Company used the simultaneous equation method for measuring the net deferred tax liability of $
At December 31, 2025, the Company had U.S. federal tax loss carry-forwards of approximately $
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted which introduced a series of federal income tax changes effective in 2025. Among other provisions, OBBBA permanently reinstates 100% bonus depreciation for qualified property acquired and placed in service after January 19, 2025. We do not expect OBBBA to have a material impact on our financial statements. We will continue to evaluate the available options under OBBBA and will finalize our elections in connection with the filing of our 2025 federal income tax return.
The Company did
92
14. Debt
The table below shows the components of Debt, net as of December 31, 2025 and December 31, 2024:
|
|
December 31, |
|
|
December 31, |
|
||
Secured Debt Facility |
|
|
|
|
|
|
||
Principal amount - Term debt |
|
$ |
|
|
$ |
|
||
Unamortized debt discount |
|
|
( |
) |
|
|
( |
) |
Unamortized debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Debt, net |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Unsecured, Subordinated Convertible Debenture |
|
|
|
|
|
|
||
Principal amount |
|
$ |
|
|
$ |
|
||
Unamortized debt discount |
|
|
( |
) |
|
|
( |
) |
Unamortized debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Debt, net |
|
$ |
|
|
$ |
|
||
Total Debt, net |
|
$ |
|
|
$ |
|
||
Less current portion |
|
$ |
|
|
$ |
|
||
Debt non-current portion, net |
|
$ |
|
|
$ |
|
||
Secured Credit Facility
On May 17, 2023, the Company entered into a credit and guarantee agreement (the “Credit Agreement”), by and among CORE Alaska as the borrower, each of the Company, LSA, and Contango Minerals, as guarantors, each of the lenders party thereto from time to time, ING Capital LLC ("ING") as administrative agent for the lenders, and Macquarie Bank Limited ("Macquarie"), as collateral agent for the secured parties. The Credit Agreement provides for a senior secured loan facility (the “Facility”) of up to $
The interest rate of the Credit Agreement is comprised of the adjusted secured overnight financing rate ("SOFR") plus a SOFR adjustment of
The Credit Agreement is secured by all the assets and properties of the Company and its subsidiaries, including the Company’s
During 2024, the Company purchased gold from Peak Gold, LLC for $
During 2025, the Company sold all gold, purchased from Peak Gold, LLC for $
As of December 31, 2025, the Company had
93
The carrying value of the Facility approximates its fair value as it accrues interest based on market interest rates. The Company recognized interest expense totaling $
As of December 31, 2025, the Company was in compliance with all of the required debt covenants.
The Company is scheduled to repay $
In connection with entering into the Credit Agreement, the Company entered into a mandate lender arrangement fee letter (the “MLA Fee Letter”) with ING and Macquarie (collectively, the “Mandated Parties”) and a production linked arrangement fee letter (the “PLA Fee Letter”) with ING. Pursuant to the MLA Fee Letter, the Company paid the Mandated Parties on the date of the initial disbursement at the initial closing an upfront fee, calculated based on the principal amount of the Facility. Additionally, the Company paid the Mandated Parties an initial disbursement upfront fee, calculated based on the initial disbursement of $
Convertible Debenture
On April 26, 2022, the Company closed on a $
The Company agreed to an interest rate of
The Debenture currently bears interest at
In connection with the issuance of the debenture, the Company agreed to pay an establishment fee of
The fair value of the Debenture (Level 3) as of December 31, 2025 was approximately $
94
and required bifurcation and separate accounting. The fair value of the identified derivative was determined to be de minimis at December 31, 2025 and 2024 as the probability of a change of control was negligible as of those dates. For each subsequent reporting period, the Company will evaluate each potential derivative feature to conclude whether or not they qualify for derivative accounting. Any derivatives identified will be recorded at the applicable fair value as of the end of each reporting period.
15. Derivatives and Hedging Activities
On August 2, 2023, CORE Alaska, a subsidiary of the Company, pursuant to an ISDA Master Agreement entered into with ING Capital Markets LLC (the “ING ISDA Master Agreement”) and an ISDA Master Agreement entered into with Macquarie Bank Limited (the “Macquarie ISDA Master Agreement”), in accordance with its obligations under the Credit Agreement, entered into a series of hedging agreements with ING Capital LLC and Macquarie Bank Limited for the sale of an aggregate of
As of December 31, 2025, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships:
Period |
|
Commodity |
|
Volume |
|
|
Weighted |
|
||
2026 |
|
Gold |
|
|
|
|
$ |
|
||
2027 |
|
Gold |
|
|
|
|
$ |
|
||
|
|
|
|
|
|
|
$ |
|
||
Fair Values of Derivative Instruments on the Balance Sheet
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024.
|
|
|
|
As of December 31, 2025 |
|
|
As of December 31, 2024 |
|
||||||||||||||||||
Derivatives not designated as hedging instruments |
|
Balance Sheet |
|
Gross |
|
|
Gross |
|
|
Net |
|
|
Gross |
|
|
Gross |
|
|
Net |
|
||||||
Commodity Contracts |
|
Derivative contract asset - current |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Commodity Contracts |
|
Derivative contract liability - current |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Commodity Contracts |
|
Derivative contract asset - noncurrent |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Commodity Contracts |
|
Derivative contract liability - noncurrent |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
As of December 31, 2025, the fair value of derivatives in a net liability position related to these agreements was $
Effect of Derivatives Not Designated as Hedging Instruments on the Statement of Operations
The table below presents the effect of the Company’s derivative financial instruments that are not designated as hedging instruments on the Consolidated Statement of Operations for the fiscal year ended December 31, 2025 and 2024.
95
Derivatives Not Designated as Hedging Instruments under Subtopic 815-20 |
|
Location of Gain or (Loss) Recognized in Other Income (Expense) |
|
Amount of Loss |
|
|||||
|
|
|
|
Year Ended |
|
|
Year Ended |
|
||
|
|
|
|
|
|
|
|
|
||
Commodity Contracts |
|
Unrealized loss on derivative contracts |
|
$ |
( |
) |
|
$ |
( |
) |
Commodity Contracts |
|
Realized loss on derivative contracts |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
||
Total |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
Credit-risk-related Contingent Features
Cross Default. The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.
Material adverse change. Certain of the Company's agreements with its derivative counterparties contain provisions where if a specified event or condition occurs that materially changes the Company's creditworthiness in an adverse manner, the Company may be required to fully collateralize its obligations under the derivative instrument.
Incorporation of loan covenants. The Company has an agreement with a derivative counterparty that incorporates the loan covenant provisions of the Company's indebtedness with a lender affiliate of the derivative counterparty. Failure to comply with the loan covenant provisions would result in the Company being in default on any derivative instrument obligations covered by the agreement.
Metal Sales
The Company purchases its
The sales are accounted for under FASB Accounting Standards Codification ("ASC") 610, "Other Income" and not ASC 606, "Revenue from Contracts with Customers", since the sales are incidental to the Company's primary contractual obligation and do not constitute the Company's ongoing or central operations.
Beginning on February 25, 2025, to satisfy physical delivery obligations under the existing hedge agreements, the Company entered into agreements with the counterparties to repurchase hedged quantities of gold at a contracted fixed price at each hedge delivery date. As of December 31, 2025 the Company did not have re-purchase obligations.
96
16. General and Administrative Expenses
The following table presents the Company's general and administrative expenses for fiscal year ended December 31, 2025 and 2024.
|
|
Fiscal Year |
|
|
Fiscal Year |
|
||
|
|
2025 |
|
|
2024 |
|
||
General and administrative expenses: |
|
|
|
|
|
|
||
Marketing and investor relations |
|
$ |
|
|
$ |
|
||
Office and administrative costs |
|
|
|
|
|
|
||
Insurance |
|
|
|
|
|
|
||
Professional fees |
|
|
|
|
|
|
||
Regulatory fees |
|
|
|
|
|
|
||
Salaries and benefits |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Travel |
|
|
|
|
|
|
||
Director fees |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
17. Segments
The Company engages in exploration and development for gold ore and associated minerals in Alaska. The Company also holds a
97
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiscal Year Ended December 31, 2025 |
|
Exploration |
|
|
Peak Gold JV |
|
|
Corporate and other reconciling items |
|
|
Consolidated |
|
||||
EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Claim rental expense |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Exploration expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Johnson Tract |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Lucky Shot |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
General exploration expenses |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Total exploration expense |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Depreciation expense |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
General and administrative expense |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Total expenses |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from equity investment in Peak Gold, LLC |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total income/(loss) from operations |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
OTHER INCOME/(EXPENSE): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest and other income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest expense |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||
Loss on derivative contracts |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Gain on metal sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Gain on marketable securities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total other income/(expense) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
LOSS BEFORE INCOME TAXES |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total Liabilities |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net Assets/(Deficit) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
98
Fiscal Year Ended December 31, 2024 |
|
Exploration |
|
|
Peak Gold JV |
|
|
Corporate and other reconciling items |
|
|
Consolidated |
|
||||
EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Claim rental expense |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Exploration expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Johnson Tract |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Total exploration expense |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Depreciation expense |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Accretion expense |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
General and administrative expense |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Total expenses |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from equity investment in Peak Gold, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total income/(loss) from operations |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
OTHER INCOME/(EXPENSE): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest and other income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Loss on derivative contracts |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Gain on metal sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss on marketable securities |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Total other income/(expense) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
LOSS BEFORE INCOME TAXES |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net Assets/(Deficit) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
18. Related Party Transactions
The Company has identified its relationship with Peak Gold JV as a related party. During the fiscal year ended December 31, 2025, the Company has received distributions and during the year ended December 31, 2024 made contributions and received distributions. See note 10 - Investment in the Peak Gold JV. Additionally, the Company purchased gold from Peak Gold JV. See note 14 - Debt. As of December 31, 2025, the Company owes Peak Gold JV $
The Company holds an investment in marketable securities, consisting of approximately
During the year ended December 31, 2025, the Company engaged Bonnie Broman as a consultant to provide corporate communications, corporate development and administrative support services. Ms. Broman is the domestic partner of Mr. Van Nieuwenhuyse, the Company’s Chief Executive Officer. Pursuant to the consulting arrangement, Ms. Broman received total compensation of $
99
19. Subsequent Events
On February 12, 2026, the Company entered into an underwriting agreement with Canaccord Genuity LLC as representative of the several underwriters named therein, relating to an underwritten public offering to two institutional investors of (i)
On February 12, 2026, the Company paid $
100
FAQ
How much cash did Contango Ore (CTGO) receive from the Peak Gold JV in 2025?
What are Contango Ore’s key gold and silver reserves at Manh Choh?
What major equity financing did Contango Ore (CTGO) complete in 2025?
What is the status of Contango Ore’s merger with Dolly Varden Silver Corporation?
How many Contango Ore (CTGO) shares are outstanding and what is the market value of non-affiliates?
What mining projects beyond Manh Choh are important for Contango Ore?
