Dolly Varden deal reshapes Contango Silver & Gold (NYSE: CTGO) balance sheet
Contango Silver & Gold Inc. reported a smaller net loss while transforming its asset base in the quarter ended March 31, 2026. The company recorded a net loss of $14.3 million, or $0.83 per share, compared with a loss of $22.5 million, helped by lower derivative losses and continued income from its 30% interest in the Peak Gold joint venture, which contributed $12.8 million of equity income.
Total assets rose sharply to $496.2 million from $172.0 million, driven mainly by the Dolly Varden asset acquisition, which added approximately $287.6 million of property and equipment and $36.0 million of cash in exchange for Contango shares, exchangeable shares, and replacement options valued at about $264.4 million. Cash and cash equivalents increased to $97.5 million, supported by a $50.0 million underwritten equity offering, $5.4 million raised under the ATM program, and $9.0 million of distributions from the Peak Gold JV.
Contango ended the quarter with working capital of $21.9 million, total debt of $33.0 million, and a sizeable gold hedge and options position recorded as a net derivative liability of $71.8 million. Management believes current liquidity, expected JV distributions, and access to equity markets are sufficient to fund planned exploration and obligations, while acknowledging exposure to metal prices, hedge outcomes, and financing conditions.
Positive
- None.
Negative
- None.
Insights
Q1 shows a transformed, more leveraged Contango with higher assets, more cash, and sizable hedge exposure.
Contango shifted from a primarily exploration-focused balance sheet to a larger, acquisition-driven platform. The Dolly Varden asset acquisition added roughly $264.4M of consideration, mostly in equity, and increased property and equipment to about $339.6M. This significantly expands the company’s project pipeline in British Columbia while diluting existing holders.
Operating performance still hinges on the Peak Gold JV, which generated JV revenue of $134.0M and net income of $42.5M, supporting $12.8M of equity income to Contango. However, hedge-related losses of $19.0M and a net derivative liability of $71.8M highlight substantial exposure to gold price movements and hedge mark-to-market swings.
Liquidity improved, with cash at $97.5M and working capital of $21.9M, aided by a $50.0M underwritten offering and ATM sales. Debt of about $33.0M, including the secured facility maturing in 2027 and a convertible debenture maturing in 2028, will require future cash generation or capital markets access, which will be influenced by JV distributions, execution on new projects, and metal prices.
Key Figures
Key Terms
flow-through shares financial
ATM Program financial
net smelter return royalty financial
contingent consideration liability financial
Short-Term Incentive Plan financial
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
(Zip code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Toronto Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” or “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer ☐ |
Accelerated filer ☐ |
Smaller reporting company |
Emerging growth company |
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The total number of shares of common stock, par value $0.01 per share, outstanding as of May 14, 2026 was
The total number of exchangeable shares outstanding as of May 14, 2026 was 1,597,301. See Note 8 - Stockholders’ Equity and Note 16 - Acquisitions for discussion.
Table of Contents
CONTANGO SILVER & GOLD INC.
TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION |
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Item 1. |
Financial Statements (Unaudited) |
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Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025 |
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Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 |
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Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 |
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Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
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Item 4. |
Controls and Procedures |
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PART II – OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
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Item 1A. |
Risk Factors |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 4. |
Mine Safety Disclosures |
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Item 5. |
Other Information |
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Item 6. |
Exhibits |
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All references in this Form 10-Q to the “Company”, “Contango”, “we”, “us” or “our” are to Contango Silver & Gold Inc.
2
Table of Contents
CONTANGO SILVER & GOLD INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
Item 1 - Financial Statements
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March 31, 2026 |
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December 31, 2025 |
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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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Derivative contract asset |
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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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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
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Accrued liabilities |
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Liability on flow-through share issuances |
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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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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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COMMITMENTS AND CONTINGENCIES (NOTE 11) |
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STOCKHOLDERS’ EQUITY: |
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Preferred Stock, |
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— |
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Series A, special voting preferred stock, $ |
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— |
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Common Stock, $ |
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Exchangeable Shares, |
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Additional paid-in capital |
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Treasury stock at cost ( |
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Accumulated deficit |
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TOTAL STOCKHOLDERS’ EQUITY |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Table of Contents
CONTANGO SILVER & GOLD INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended |
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2026 |
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2025 |
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EXPENSES: |
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Claim rental |
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$ |
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Exploration |
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Depreciation |
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Accretion |
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General and administrative |
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Total expenses |
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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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Loss on derivative contracts |
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Gain on metal sales |
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Gain/(loss) on marketable securities |
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Total other income/(expense) |
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Loss before income taxes |
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Income tax (expense) / benefit |
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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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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 condensed consolidated financial statements.
4
Table of Contents
CONTANGO SILVER & GOLD INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Three Months Ended March 31, |
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2026 |
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2025 |
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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 (used in) 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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Cash distribution from Peak Gold, LLC |
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Unrealized (gain)/loss from derivative contracts |
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Unrealized (gain)/loss from marketable securities |
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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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Deferred tax (benefit)/expense |
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Changes in operating assets and liabilities, net of acquisition: |
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Increase in prepaid expenses and other |
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(Decrease)/increase in accounts payable and accrued liabilities |
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Net cash (used in)/provided by operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Transaction costs paid as part of the Dolly Varden acquisition |
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Cash acquired as part of the Dolly Varden acquisition |
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Net cash provided by investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Principal repayments on debt |
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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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Net cash provided by/(used in) 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 PERIOD |
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CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD |
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$ |
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$ |
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Supplemental disclosure of cash flow information |
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Cash paid for: |
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Interest expense |
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$ |
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$ |
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Non-cash investing and financing activities |
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Common stock issuance for acquisition |
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$ |
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$ |
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Exchangeable shares issuance for acquisition |
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Replacement options issuance for acquisition |
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Capitalized deferred acquisition costs |
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Total non-cash investing and financing activities |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Table of Contents
CONTANGO SILVER & GOLD INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY/(DEFICIT)
(Unaudited)
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Additional |
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Total |
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Common Stock |
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Exchangeable Shares |
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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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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 |
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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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Stock-based compensation |
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— |
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— |
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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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Common stock issuance for acquisition |
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— |
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— |
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Exchangeable shares issuance for acquisition |
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— |
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Replacement options issuance for acquisition |
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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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— |
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— |
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Net loss for the period |
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— |
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Balance at March 31, 2026 |
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— |
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$ |
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$ |
( |
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$ |
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Additional |
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Total |
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Common Stock |
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Exchangeable Shares |
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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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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 |
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Balance at December 31, 2024 |
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$ |
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— |
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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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— |
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Restricted shares activity |
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— |
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— |
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( |
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Common stock issuance |
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— |
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— |
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|
|
|
|
|
|
|
|
||||||
Cost of common stock issuance |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|||
Shares repurchased for tax withholdings on share-based awards |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Shares issued for convertible debt interest payment |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss for the period |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Balance at March 31, 2025 |
|
|
|
|
$ |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Table of Contents
CONTANGO SILVER & GOLD INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Business
Contango Silver & Gold Inc. (“Contango” or the “Company”) conducts its business through the following means:
CORE Alaska LLC (“CORE Alaska”), a wholly-owned subsidiary of the Company has a
The Johnson Tract Project, Kitsault Valley Project, Lucky Shot Property, Contango Minerals Properties and Avidian Properties are collectively referred to in these Notes to Unaudited Condensed 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.
Refer to Note 16 for a description of the acquisition of Dolly Varden.
2. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), including instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by US GAAP for complete annual consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included. All such adjustments are of a normal recurring nature. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Form 10-K for the year ended December 31, 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026.
7
Table of Contents
3. Liquidity
The Company’s cash requirements primarily relate to exploration activities at the Contango Properties, repayment of debt and related interest, and general and administrative expenses. As of March 31, 2026, the Company had a cash and cash equivalent balance of $
During the three months ended March 31, 2026, the Company increased its cash balance primarily through financing activities, the acquisition of Dolly Varden and distributions from the Peak Gold JV, partially offset by cash used in operating activities. Key sources of liquidity during the period included net proceeds of $
The Peak Gold JV funds its operations from cash flows generated from operations, and the Company does not anticipate future cash calls from the joint venture. While the Company expects that additional distributions from the Peak Gold JV are probable, the timing and amount of such distributions remain subject to operational and market factors, and there can be no assurance that future distributions will be made.
Based on its current working capital, anticipated operating and investing activities, expected distributions from the Peak Gold JV, and demonstrated ability to access the equity capital markets, management believes the Company will have sufficient liquidity to meet its anticipated capital and working capital requirements. However, no assurance can be given that the Company will be able to raise additional capital or refinance existing indebtedness on acceptable terms, or at all, as availability will depend on factors including market conditions, operating results, and metal prices.
4. Summary of Significant Accounting Policies
Please see the Company’s Form 10-K for the fiscal year ended December 31, 2025 for a summary of the Company's significant accounting policies. There have been no changes to the Company's significant accounting policies since the time of that filing, except for the following:
Cash and cash equivalents
Cash and cash equivalents consists of all cash balances, highly liquid investments with an original maturity of three months or less and cashable guaranteed investment contracts with original maturities greater than 90 days that are puttable by the Company to the issuer within 90 days from the original purchase date. Because of the short maturity of these investments, the carrying amounts approximate their fair value.
Flow-through shares
Flow-through shares are a type of common share issued pursuant to the provisions of the Income Tax Act (Canada) (the “ITA”). These shares enable investors to claim tax deductions arising from the Company’s renunciation of qualifying resource expenditures. The Company accounts for flow-through shares by recognizing the amount of any premium paid in excess of the market price of the Company’s common shares, without flow-through features, as of the date of issue as a liability related to the flow-through share issuance. The liability is subsequently unwound and recognized in the tax provision (deferred tax benefit) as the qualifying resource expenditures are incurred and validly renounced, or when renunciation is sufficiently established based on the facts and filings.
Recently issued accounting pronouncements
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 and is currently assessing the potential impacts of the standard.
8
Table of Contents
5. Investment in the Peak Gold JV
The following table is a roll-forward of the Company’s investment in the Peak Gold JV as of March 31, 2026:
|
|
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 |
|
$ |
|
|
Distributions received from Peak Gold, LLC |
|
|
( |
) |
Income from equity investment in Peak Gold, LLC |
|
|
|
|
Investment balance at March 31, 2026 |
|
$ |
|
|
|
|
|
|
|
As of March 31, 2026 the Company has contributed approximately $
During the three months ended March 31, 2026, the Company received cash distributions of $
|
|
Three Months Ended |
|
|
Three Months Ended |
|
||
|
|
March 31, 2026 |
|
|
March 31, 2025 |
|
||
|
|
|
|
|
|
|
||
Revenue |
|
$ |
|
|
$ |
|
||
Cost of sales |
|
|
( |
) |
|
|
( |
) |
Gross profit |
|
|
|
|
|
|
||
Other expenses |
|
|
( |
) |
|
|
( |
) |
Net Income |
|
$ |
|
|
$ |
|
||
The Peak Gold JV income does not include any provisions related to income taxes as the Peak Gold JV is treated as a partnership for income tax purposes. As of March 31, 2026 and March 31, 2025, the Company's cumulative investment in the Peak Gold JV exceeded its cumulative losses, which allowed the Company to recognize its investment of $
6. Prepaid Expenses and other assets
The Company has prepaid expenses and other assets of $
9
Table of Contents
7. Net Loss Per Share
A reconciliation of the components of basic and diluted net loss per share of common stock is presented below:
|
|
Three Months Ended March 31, |
|
|||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
||||||||||||||||||
|
|
|
|
|
Weighted |
|
|
Loss |
|
|
|
|
|
Weighted |
|
|
Loss |
|
||||||
|
|
Net Loss |
|
|
Shares |
|
|
Per Share |
|
|
Net Loss |
|
|
Shares |
|
|
Per Share |
|
||||||
Basic Net Loss per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss attributable to common stock |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted Net Loss per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
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, exchangeable 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.
Options and warrants (other than pre-funded warrants discussed further below) to purchase
8. Stockholders’ Equity
The Company has
ATM Program
The Company may, from time to time, offer and sell shares of its common stock in an aggregate amount of up to $
10
Table of Contents
Underwritten Offering - February 2026
On February 12, 2026, the Company sold
The issued pre-funded warrants were classified as a component of permanent equity in the Company’s Condensed 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 March 31, 2026, none of the pre-funded warrants had been exercised.
9. Property & Equipment
The table below sets forth the book value by type of fixed asset owned by the Company (excludes Peak Gold LLC assets) as well as the estimated useful life:
Asset Type |
|
Estimated |
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
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 |
|
|
|
$ |
|
|
$ |
|
||
10. Stock-Based Compensation
On November 14, 2023, the stockholders of the Company approved and adopted the 2023 Omnibus Incentive Plan (the “2023 Plan”). On March 17, 2026, the stockholders of the Company approved and adopted the 2026 Omnibus Incentive Plan (the “2026 Plan”) (together with the 2023 Plan referred to as the “Equity Plans”), which replaces the 2023 Plan with respect to new grants by the Company. Shares available for grant under the 2026 Plan consist of
As of March 31, 2026, there were
The remaining shares of restricted stock outstanding will vest between August 2026 and March 2027.
Restricted Stock. Under the Equity Plans, the Compensation Committee of the Company's board of directors (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 during the three months ended March 31, 2026 and March 31, 2025 was $
11
Table of Contents
As of March 31, 2026, the total compensation cost related to nonvested restricted share awards not yet recognized was $
Below table indicates the unvested restricted stock balance as of March 31, 2026 and December 31, 2025:
|
|
Number of restricted shares unvested |
|
|
Balance - January 1, 2026 |
|
|
|
|
Restricted shares granted |
|
|
|
|
Restricted shares vested |
|
|
( |
) |
Balance - March 31, 2026 |
|
|
|
|
|
|
|
|
|
Balance - January 1, 2025 |
|
|
|
|
Restricted shares granted |
|
|
|
|
Restricted shares vested |
|
|
( |
) |
Balance - December 31, 2025 |
|
|
|
|
Stock Options. 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 from Company's Form 10-K for the year ended December 31, 2025. As part of the Dolly Varden Acquisition (see Note 16), the Company issued
A summary of the status of stock options granted under the Equity Plans as of March 31, 2026 and changes during the three months then ended, is presented in the table below:
|
|
Three Months Ended |
|
|||||
|
|
March 31, 2026 |
|
|||||
|
|
Shares Under |
|
|
Weighted |
|
||
Outstanding as of December 31, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|||
Outstanding at the end of the period |
|
|
|
|
$ |
|
||
Aggregate intrinsic value |
|
$ |
|
|
|
|
||
Exercisable, end of the period |
|
|
|
|
|
|
||
Available for grant, end of period |
|
|
|
|
|
|
||
Weighted average fair value per share of options |
|
$ |
|
|
|
|
||
11. 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 $
12
Table of Contents
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
Royal Gold Royalties. Royal Gold Inc. ("Royal Gold"), the former
CIRI Lease Agreement. J T Mining Inc. entered into a lease agreement effective May 17, 2019 with CIRI and shall pay the sum of $
CIRI Exploration Agreement. J T 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 $
13
Table of Contents
Rick Van Nieuwenhuyse serves as the Company’s Chief Executive Officer and director. Pursuant to his employment agreement (the “CEO Employment Agreement”). Mr. Van Nieuwenhuyse receives a base salary of $
Shawn Khunkhun serves as the Company's President and director. The Company has an employment agreement with Mr. Khunkhun (the “President Employment Agreement”), pursuant to which he receives a base salary of $
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
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.
14
Table of Contents
12. Income Taxes
The Company recognized a full valuation allowance on its deferred tax asset as of March 31, 2026 and December 31, 2025 and has recognized a tax benefit of $
13. Debt
The table below shows the components of Debt, net as of March 31, 2026 and December 31, 2025:
|
|
March 31, |
|
|
December 31, |
|
||
Secured Debt Facility |
|
|
|
|
|
|
||
Principal amount - Term debt |
|
$ |
|
|
$ |
|
||
Unamortized debt discount and issuance costs |
|
|
( |
) |
|
|
( |
) |
Debt, net |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Unsecured, Subordinated Convertible Debenture |
|
|
|
|
|
|
||
Principal amount |
|
$ |
|
|
$ |
|
||
Unamortized debt discount and 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 Credit Agreement is secured by all the assets and properties of the Company and its subsidiaries, including the Company’s
15
Table of Contents
During the first quarter of 2026, the Company sold all gold purchased from Peak Gold, LLC for $
As of March 31, 2026, the Company had
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 March 31, 2026, 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 $
Unsecured 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
16
Table of Contents
The fair value of the Debenture (Level 3) as of March 31, 2026 and December 31, 2025 was approximately $
14. 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 March 31, 2026, 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 Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025.
|
|
|
|
As of March 31, 2026 |
|
|
As of December 31, 2025 |
|
||||||||||||||||||
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 liability - noncurrent |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
In addition to the settlement of gold hedges (Note 13 - Debt), as part of a price protection strategy to offset the hedge settlements, the Company paid $
As of March 31, 2026, the Company’s derivative instruments related to these agreements were in a net liability position with an aggregate fair value of $
17
Table of Contents
the Company had breached any of these provisions as of March 31, 2026, it could have been required to settle its obligations under the agreements at their termination value of $
Effect of Derivatives Not Designated as Hedging Instruments on the Income Statement
The table below presents the effect of the Company’s derivative financial instruments that are not designated as hedging instruments on the Unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2026 and 2025, respectively.
Derivatives Not Designated as Hedging Instruments under Subtopic 815-20 |
|
Location of Gain or (Loss) Recognized in Other Income (Expense) |
|
Amount of Loss |
|
|||||
|
|
|
|
Three Months Ended |
|
|
Three Months Ended |
|
||
|
|
|
|
|
|
|
|
|
||
Commodity Contracts |
|
Unrealized gain/(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 that 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 March 31, 2026 the Company did not have repurchase obligations.
15. Fair Value Measurement
The FASB 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 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.
18
Table of Contents
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 period ended March 31, 2026.
Fair Value on a Recurring Basis
The Company performs fair value measurements on a recurring basis for the following:
Derivative Financial Instruments - Derivative financial instruments are carried at fair value and measured on a recurring basis. The Company's potential derivative financial instruments include features embedded within its convertible debenture with QRC (see Note 13). These measurements were not material to the Consolidated Financial Statements.
Commodity Hedges - As discussed in Note 14, the Company has entered into hedge agreements with delivery obligations of gold ounces. The Company utilizes derivative instruments in order to manage exposure to risks associated with fluctuating commodity prices. The derivative hedges are marked-to-market with changes in estimated value driven by forward commodity prices.
Marketable Securities - The Company owns an investment in a publicly traded company, Onyx Gold Corp. ("Onyx"). Changes in the fair value of this investment are recorded through income using quoted prices obtained from securities exchanges.
Contingent Consideration - As discussed in Note 11, the Company will be obligated to pay CRH additional consideration if production on the Lucky Shot Property meets two separate milestone payment thresholds. The fair value of the share-based portion of the contingent consideration is measured on a recurring basis, and is driven by the probability of reaching the milestone payment thresholds. The cash portion of the contingent consideration related to that asset acquisition will be recorded when the contingency is resolved.
The following table summarizes the fair value of the Company’s financial assets and liabilities, by level within the fair-value hierarchy:
As of March 31, 2026 |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
Financial Assets |
|
|
|
|
|
|
|
|
|
|||
Derivative contract asset - current |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Marketable securities - noncurrent |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Financial Liabilities |
|
|
|
|
|
|
|
|
|
|||
Derivative contract liability - current |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Derivative contract liability - noncurrent |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Contingent consideration liability - noncurrent |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
As of December 31, 2025 |
|
|
|
|
|
|
|
|
|
|||
Financial Assets |
|
|
|
|
|
|
|
|
|
|||
Marketable securities - noncurrent |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Financial Liabilities |
|
|
|
|
|
|
|
|
|
|||
Derivative Liability - current |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Derivative Liability - noncurrent |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Contingent consideration liability - noncurrent |
|
$ |
|
|
$ |
|
|
$ |
|
|||
19
Table of Contents
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.
16. Acquisition
Dolly Varden Acquisition
On December 7, 2025, Contango and Dolly Varden Silver Corporation ("Dolly Varden") entered into an Arrangement Agreement (the "Arrangement Agreement") which was subsequently amended on February 11, 2026. Pursuant to the Arrangement Agreement, Contango agreed to acquire all of the issued and outstanding common shares of Dolly Varden in exchange for Contango common shares at an Exchange Ratio of
Dolly Varden was amalgamated under the Business Corporations Act (British Columbia) on January 30, 2012. Dolly Varden is a mineral exploration company focused on the acquisition and exploration of mineral properties in Canada.
Dolly Varden’s primary asset is its
In addition to the Kitsault Valley Project, Dolly Varden has consolidated a land package of six additional exploration properties in the same region. These properties have historically been explored for gold, copper, silver, lead and zinc. Including the Kitsault Valley Project and these additional properties, Dolly Varden holds mineral tenures totaling approximately 100,000 hectares within the region.
Immediately prior to the closing of the Arrangement, all outstanding restricted share units of Dolly Varden vested and were settled for Dolly Varden Shares. All outstanding Dolly Varden Options were exchanged for Contango stock options, adjusted to reflect the Exchange Ratio.
Eligible Canadian stockholders of Dolly Varden were entitled to elect to receive exchangeable shares in a Canadian subsidiary of Contango, which are exchangeable on a one for one basis into Contango common shares, in lieu of receiving Contango Shares directly.
On March 17, 2026, the shareholders of Dolly Varden and Contango voted to approve the acquisition, which was subsequently approved by Supreme Court of British Columbia on March 23, 2026. The acquisition was completed on March 26, 2026, following the satisfaction of all remaining legal and regulatory requirements.
Upon completing the acquisition, Dolly Varden shareholders owned approximately
Contango evaluated the Arrangement Agreement under ASC 805, Business Combinations. ASC 805 requires that an acquirer determine whether it has acquired a business. If Contango obtained control over a business, the transaction would be accounted pursuant to the acquisition method of accounting and, as such, identifiable assets acquired and liabilities assumed would generally be recorded at fair value on the acquisition date and could result in recognition of goodwill or a bargain purchase gain. In evaluating the criteria outlined by this standard, Contango concluded that the acquired set of assets did not meet the U.S. GAAP definition of a business. Therefore, Contango accounted for the Arrangement as an asset acquisition. An acquisition accounted as an asset acquisition requires an acquiring entity to allocate the cost of an asset acquisition to the assets acquired and liabilities assumed generally based on their relative fair values. Goodwill is not recognized in an asset acquisition. Transaction costs and fees incurred by Contango are capitalized as part of the cost of the acquisition.
20
Table of Contents
A summary of the fair value of the consideration and the allocation to the net assets acquired is as follows:
|
|
March 26, 2026 |
|
|
Consideration: |
|
|
|
|
Fair value of shares of common stock issued, calculated as |
|
$ |
|
|
Fair value of exchangeable shares issued, calculated as |
|
|
|
|
Fair value of replacement options granted allocated to consideration |
|
|
|
|
Transaction costs |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
Allocation to net assets acquired: |
|
|
|
|
Cash and cash equivalents |
|
$ |
|
|
Prepaid expenses and other |
|
|
|
|
Property & equipment, net |
|
|
|
|
|
|
|
|
|
Accrued liabilities |
|
|
( |
) |
Liability on flow-through share issuances |
|
|
( |
) |
Deferred income tax liability |
|
|
( |
) |
Investment balance at March 31, 2026 |
|
$ |
|
|
The fair value of shares of common stock and exchangeable shares issued was determined by reference to the trading price of the Contango share as of March 26, 2026.
The exchangeable shares issued are substantially the economic equivalent of the Company's shares of common stock and are presented within Stockholders' equity.
17. General and Administrative Expenses
The following table presents the Company's general and administrative expenses for the three months ended March 31, 2026 and 2025.
|
|
Three Months |
|
|
Three Months |
|
||
|
|
2026 |
|
|
2025 |
|
||
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 |
|
$ |
|
|
$ |
|
||
21
Table of Contents
18. Segments
The Company engages in exploration and development for gold and silver ore and associated minerals in Alaska and British Columbia. The Company also holds a
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Three Months Ended March 31, 2026 |
|
Exploration |
|
|
Peak Gold JV |
|
|
Corporate and other reconciling items |
|
|
Consolidated |
|
||||
EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Claim rental |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Exploration |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Johnson Tract |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Lucky Shot |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
General exploration |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Total exploration |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Depreciation |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Accretion |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
General and administrative |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
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 March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total Liabilities |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net Assets/(Deficit) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
22
Table of Contents
Three Months Ended March 31, 2025 |
|
Exploration |
|
|
Peak Gold JV |
|
|
Corporate and other reconciling items |
|
|
Consolidated |
|
||||
EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Claim rental |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Exploration |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Johnson Tract |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Lucky Shot |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
General exploration |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Total exploration |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Depreciation |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
General and administrative |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
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, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net Assets/(Deficit) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
23
Table of Contents
19. Related Party Transactions
The Company has identified its relationship with Peak Gold JV as a related party. During the three months ended March 31, 2026 and the year ended December 31, 2025, the Company has
The Company holds an investment in marketable securities, consisting of approximately
20. Subsequent events
On May 4, 2026 the Company entered into a purchase and sale agreement (the “Purchase Agreement”) with Alaska Hardrock Inc. ("AHI") to acquire
The promissory note bears interest at
24
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the accompanying notes and other information included in our Form 10-K for the year ended December 31, 2025, previously filed with the SEC.
Cautionary Statement about 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, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words and phrases “should be”, “will be”, “believe”, “expect”, “anticipate”, “estimate”, “forecast”, “goal” and similar expressions identify forward-looking statements and express our expectations about future events. Any statement that is not 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 our actual results, performance or achievements to be materially different from future results expressed or implied by the forward-looking statements. In addition to the risk factors described in Part II, Item 1A. Risk Factors, of this Form 10-Q and Part I, Item 1A. Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2025, these factors include among others:
25
Table of Contents
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. All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.
2026 Highlights and Recent Developments
Dolly Varden Merger
On December 7, 2025, Contango and Dolly Varden entered into the Arrangement Agreement which was subsequently amended on February 11, 2026. Pursuant to the Arrangement Agreement, Contango agreed to acquire all of the issued and outstanding common shares of Dolly Varden in exchange for Contango common shares at an Exchange Ratio of 0.1652 Contango shares for each Dolly Varden share.
Dolly Varden was amalgamated under the Business Corporations Act (British Columbia) on January 30, 2012. Dolly Varden is a mineral exploration company focused on the acquisition and exploration of mineral properties in Canada.
Dolly Varden’s primary asset is its 100%‑owned Kitsault Valley Project, which includes the Dolly Varden property and the Homestake Ridge property, located in the Golden Triangle of British Columbia, Canada, approximately 25 kilometers by road to tidewater. The 163‑square‑kilometer Kitsault Valley Project hosts high‑grade silver and gold resources and includes 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 additional exploration properties in the same region. These properties have historically been explored for gold, copper, silver, lead and zinc. Including the Kitsault Valley Project and these additional properties, Dolly Varden holds mineral tenures totaling approximately 100,000 hectares within the region.
Immediately prior to the closing of the Arrangement, all outstanding restricted share units of Dolly Varden vested and were settled for Dolly Varden Shares. All outstanding Dolly Varden Options were exchanged for Contango stock options, adjusted to reflect the Exchange Ratio.
Eligible Canadian stockholders of Dolly Varden were entitled to elect to receive exchangeable shares in a Canadian subsidiary of Contango, which are exchangeable on a one for one basis into Contango common shares, in lieu of receiving Contango Shares directly.
26
Table of Contents
On March 17, 2026, the shareholders of Dolly Varden and Contango voted to approve the acquisition, which was subsequently approved by the Supreme Court of British Columbia on March 23, 2026. The acquisition was completed on March 26, 2026, following the satisfaction of all remaining legal and regulatory requirements.
Manh Choh Project
In July 2024, the Peak Gold JV commenced processing ore at the Fort Knox facility and on July 8, 2024, the Manh Choh Project achieved a significant milestone and poured its first gold bar, on schedule. In 2024, the Company received $40.5 million in cash distributions from the Peak Gold JV relating to production at Manh Choh, followed by $102.0 million received during 2025. During the first quarter of 2026, the Company received $9.0 million in cash distributions from the Peak Gold JV.
During the first quarter of 2026, the Peak Gold JV (on a 100% basis) processed 187,479 tons of ore with an average grade of 0.125 ounces (“oz”) per ton and containing approximately 23,435 oz of gold. Gold recovery averaged 88.5%, resulting in approximately 20,600 oz of recovered gold, of which Contango’s 30% share amounted to 6,187 oz of gold. During the first quarter of 2026, a total of 8,012 oz of gold and 15,042 oz of silver were delivered to Contango and sold.
Johnson Tract Project
During the first quarter of 2026, activities at the Johnson Tract Project focused on planning, resourcing, permitting coordination, and logistical preparations in support of the Company’s planned 2026 field program. On December 1, 2025, the Johnson Tract Critical Metals Project was posted to the Federal Permitting Dashboard as a covered project under Title 41 of the Fixing America’s Surface Transportation Act, commonly referred to as FAST-41. The Federal Permitting Improvement Steering Council announced the project’s FAST-41 coverage on December 2, 2025. The U.S. Army Corps of Engineers ("Corps") is identified as the lead federal permitting agency for the project.
During the first quarter of 2026, the Company advanced planning activities for the proposed 2026 field season, including solicitation and review of bids for road construction and helicopter support associated with planned access improvements between the Johnson Tract camp and the proposed portal site. These activities are intended to support the Company’s operational timeline and continued advancement of the project through the permitting and development planning process.
Lucky Shot Property
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 began reporting assay results from this program during the first quarter of 2026. This drilling program, along with detailed engineering, hydrology and geotechnical studies is expected to support the preparation of 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.
Kitsault Valley Project
Following completion of a new mineral resource estimate ("MRE") expected by the end of the second quarter of 2026, a 40,000 meter surface drilling program is expected to begin in June. The planned $25 million campaign aims to infill known mineral resources at Homestake, Wolf, Dolly Varden, North Star and Torbrit, while testing high-priority exploration targets across the Company’s wider holdings in the southern corner of the Golden Triangle. Following the drill program this year will be the formulation of a preliminary development plan in the form of an Initial Assessment ("IA") for the Kitsault Valley assets.
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.
Strategy and Asset Management
Partnering with strategic industry participants to expand future exploration work. As of October 1, 2020, in conjunction with the Kinross Transactions and the signing of the A&R JV LLCA, KG Mining became the manager of the Peak Gold JV (the “Manager”).
27
Table of Contents
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. The Company has implemented an equity compensation program for its executive officers and directors (and other persons) that provides an incentive for such officers to achieve the Company’s long-term business objectives. The Company’s equity compensation program includes two forms of long-term incentives: restricted stock and stock options. As of March 31, 2026, the Company’s directors and executives beneficially own approximately 5.9% of the Company’s common stock.
Acquiring exploration properties. The Company anticipates from time to time acquiring additional properties in Alaska for exploration, subject to the availability of funds. The acquisitions may include leases or similar rights from Alaska Native corporations and/or staking Federal or State of Alaska mining claims. 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.
Results of Operations
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Claim Rental Expense. Claim rental expense primarily consists of State of Alaska rental payments and costs incurred to record annual labor documents. For the three months ended March 31, 2026 and 2025, claim rental expense was $0.1 million for each period.
Exploration Expense. Exploration expense for the three months ended March 31, 2026 was $3.8 million compared to $0.5 million for the three months ended March 31, 2025. Current period exploration expense primarily relates to the advances on the 15,000 meter underground in-fill drilling program on the Lucky Shot Property. The prior period exploration expense related to the permitting process for the underground exploration drift and baseline environmental work at the Johnson Tract Project and did not include drilling activity.
General and Administrative Expense. General and administrative expense for the three months ended March 31, 2026 and 2025 was $3.9 million and $2.5 million, respectively. The Company’s general and administrative expense primarily relates to professional fees, regulatory fees, payroll and stock-based compensation expense. The increase is mainly driven by salaries and benefits, stock-based compensation, as well as increased legal and professional fees.
Income from Equity Investment in the Peak Gold JV. The income from the Company’s equity investment in the Peak Gold JV for the three months ended March 31, 2026 was $12.8 million compared to income of $22.3 million for the same period in 2025, mainly driven by a reduction in the revenue generated by the Peak Gold JV, which was mainly driven by a reduction in ounces sold during 2026 compared to 2025. During the first quarter of 2026, production at Manh Choh focused on mining and processing lower grade ore and processing less tons from the North Pit as Manh Choh transitions to the higher-grade portions of the South Pit.
Interest Expense. For the three months ended March 31, 2026, interest expense was $0.9 million and primarily related to the Queen's Road Capital Investment, Ltd. Debenture (the "Debenture") and interest on the Company’s cumulative net draw-down of $13.6 million on the Facility. Prior year interest expense of $2.7 million primarily related to the Debenture and interest on the Company's cumulative net draw-down of $38.3 million on the Facility (see Note 13 - Debt).
Metal Sales. For the three months ended March 31, 2026 and 2025, the gain on metal sales was $0.7 million and $1.2 million, respectively. These gains primarily related to (i) excess ounces purchased from the Peak Gold JV that were not delivered into the hedges and were instead sold to the derivative counterparties, and (ii) hedged volumes sold at spot prices with an obligation to repurchase the ounces at fixed prices prior to delivery into the hedges. During the three months ended March 31, 2026, the Company sold 8,012 ounces at an average spot price of $4,935 compared to 17,382 ounces sold at an average spot price of $2,946 during the three months ended March 31, 2025.
Loss on Derivative Contracts. Loss on derivative contracts for the three months ended March 31, 2026 consisted of an unrealized gain of $31.9 million and a realized loss of $50.9 million. This compares to an unrealized loss of $40.5 million and no realized loss for the three months ended March 31, 2025. The period over period variance primarily reflects changes in the fair value of derivative contracts driven by increases in spot gold prices and corresponding changes in the forward curves used to value the contracts, the completion of deliveries under the derivative arrangements, and the settlement of 15,446 oz of gold hedges and the purchase of puts covering 15,446 oz during the period.
28
Table of Contents
During the three months ended March 31, 2026, the Company delivered 5,554 gold ounces into the derivative contracts including the Carry Trade with maturity dates of March 31, 2026 and September 30, 2026. No gold ounces were delivered into the derivative contracts for the three months ended March 31, 2025 as those scheduled hedge contracts were cash settled early in December 2024 (see Note 14 - Derivative and Hedging Activities).
Unrealized gain/(loss) on marketable securities. For the three months ended March 31, 2026, unrealized loss on marketable securities totaled $0.7 million and was primarily due to changes in the fair value of the Company's investment in Onyx, compared to an unrealized gain of $0.2 million for the three months ended March 31, 2025.
Cash Cost on a By-Product Basis and All-In Sustaining Costs on a By-Product Basis (non-GAAP)
The table below presents reconciliations 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, per ounce sold and (ii) All-in Sustaining Costs ("AISC") on a By-product Basis, per ounce sold for the Peak Gold JV operations (Manh Choh) for the three months ended March 31, 2026 and 2025.
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 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.
During the first quarter of 2026, production at Manh Choh focused on mining and processing lower grade ore and processing less tons from the North Pit, as the Peak Gold JV transitions to the higher-grade portions of the South Pit, with increased ore tons processed and ore grade processed for the remainder of the year. The Company remains on track to meet our guidance of 40,000 to 45,000 ounces of gold production, with cash costs between $1,900 to $2,000 per ounce of gold sold and AISC of $2,200 to $2,300 per ounce of gold sold.
29
Table of Contents
Cash Costs on a By-product Basis, per Ounce sold and AISC on a By-product Basis, per Ounce sold are calculated by adjusting production cost of sales, as reported on the interim condensed consolidated statements of operations, as follows:
|
|
Three Months |
|
|
Three Months |
|
||
|
|
2026 |
|
|
2025 |
|
||
Cash Cost on a By-Product Basis: |
|
|
|
|
|
|
||
Total cost of sales |
|
$ |
89,807,517 |
|
|
$ |
91,579,845 |
|
Less: silver revenue |
|
|
(4,194,630 |
) |
|
|
(1,353,851 |
) |
Depreciation, depletion and amortization |
|
|
(13,719,442 |
) |
|
|
(12,957,121 |
) |
Total |
|
$ |
71,893,445 |
|
|
$ |
77,268,873 |
|
Sustaining capital |
|
|
|
|
|
|
||
Sustaining capital - PPE |
|
$ |
561,144 |
|
|
$ |
224,662 |
|
Exploration costs |
|
|
(11,037 |
) |
|
|
506,412 |
|
Reclamation and other costs |
|
|
762,189 |
|
|
|
518,085 |
|
JV Partner operator management fee |
|
|
1,001,155 |
|
|
|
1,070,634 |
|
AISC on a By-Product basis |
|
$ |
74,206,896 |
|
|
$ |
79,588,666 |
|
|
|
|
|
|
|
|
||
Divided by ounces sold |
|
|
26,710 |
|
|
|
57,942 |
|
Cash Cost on a By-product Basis, per Ounce Sold |
|
$ |
2,692 |
|
|
$ |
1,334 |
|
AISC on a By-product Basis, per Ounce Sold |
|
$ |
2,778 |
|
|
$ |
1,374 |
|
|
|
|
|
|
|
|
||
Liquidity and Capital Resources
As of March 31, 2026, the Company had approximately $97.5 million of cash and cash equivalents.
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 equity investment, the proceeds from the Facility (see Note 5 - Investment in the Peak Gold JV, Note 8 - Stockholders' Equity and Note 13 - Debt, for a discussion of the recent activity), and the acquisition of Dolly Varden (see Note 16 - Acquisition).
The Manh Choh Project began production early in the third quarter of 2024 and on July 8, 2024, the Peak Gold JV poured its first gold bar. The Manh Choh Project remains on schedule and ore mining continues along with stockpiling of ore at the Fort Knox facility. 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. During the first quarter of 2026, the Company received cash distributions totaling $9.0 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 $12.0 million on the Facility and delivery into its hedge contracts, for the next twelve months from the date of this report.
On February 12, 2026, the Company sold shares of common stock and pre-funded warrants and received gross proceeds of $50 million. The Company used the net proceeds of approximately $47.0 million to settle gold hedge contracts and purchase put options. Any remaining proceeds will be used for general corporate purposes, including working capital.
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.
Off-Balance Sheet Arrangements
None.
30
Table of Contents
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. There were no material changes in the Company’s critical accounting estimates from those that were previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 other than the accounting policy described in Note 4 - Summary of Significant Accounting Policies.
Available Information
General information about the Company can be found on the Company’s website at www.contangoore.com. Our 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, are available free of charge through our website as soon as reasonably practicable after the Company files or furnishes them to the SEC.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company,” the Company is not required to provide this information.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. As required by Rule 13a-15(b) of the Exchange Act, the Company has evaluated, under the supervision and with the participation of its management, including our principal executive officer and principal financial officer, 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 the end of the period covered by this Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that the Company files or submits under the Exchange Act is accumulated and communicated to our management, including 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 upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of March 31, 2026 at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our first fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
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.
31
Table of Contents
Item 1A. Risk Factors
There have been no material changes in our risk factors from those described in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Such risks are not the only risks the Company faces. You should carefully consider the risks discussed in our Annual Report on Form 10-K for the year ended December 31, 2025, under the headings “Item 1. Business — Adverse Climate Conditions,” “—Competition,” “— Government Regulation” and “Item 2. Properties—Environmental Regulation and Permitting,” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” which risks could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. An investment in the Company is subject to risks inherent in our business and involves a high degree of risk. The trading price of the shares of the Company is affected by the performance of our business relative to, among other things, competition, market conditions and general economic and industry conditions. The value of an investment in the Company may decrease, resulting in a loss.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None, other than the issuances previously reported on the Company’s Current Report on Form 8‑K filed on March 27, 2026.
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, Kitsault Valley Project, Johnson Tract Project, and the Avidian Properties, are in the exploration or development stage. At the Lucky Shot Project, where the Company conducts exploration activities at these properties, including underground drilling programs, the Company received one citation from the MSHA for late filing of MSHA Form 7000-2 (Quarterly Mine Employment and Coal Production Report) reporting employee hours worked on site. The Form 7000-2 report was filed approximately 30 days late due to a miscommunication with the local MSHA office. Although Lucky Shot is not currently in production, MSHA reporting obligations applied to these activities.
Except for the citation described above, during the three months ended March 31, 2026, and for all periods thereafter through the filing date of this Form 10-Q, 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-Q.
Item 5. Other Information
During the three months ended March 31, 2026, no director or officer of the Company
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Table of Contents
Item 6. Exhibits
(a) Exhibits:
The following is a list of exhibits filed as part of this Form 10-Q. Where so indicated, exhibits, which were previously filed, are incorporated herein by reference (File No. 001-35770, unless otherwise indicated).
|
|
|
|
|
|
Incorporated by Reference |
||||||
Exhibit |
|
Description |
|
Filed Herewithin |
|
Form |
|
File No. |
|
Ex. |
|
Filing Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
2.1 |
|
Arrangement Agreement, dated as of May 1, 2024, by and among the Company, Contango Mining Canada Inc., and HighGold Mining Inc. |
|
|
|
8-K |
|
001-35770 |
|
10.1 |
|
05/06/2024 |
2.2 |
|
Amending Agreement, effective February 11, 2026, by and among Contango ORE, Inc., 1566004 B.C. Ltd. and Dolly Varden Silver Corporation. |
|
|
|
8-K |
|
001-35770 |
|
2.1 |
|
03/27/2026 |
3.1 |
|
Certificate of Incorporation of Contango ORE, Inc. |
|
|
|
10/A2 |
|
000-54136 |
|
3.1 |
|
11/26/2010 |
3.2 |
|
Certificate of Amendment to Certificate of Incorporation of Contango ORE, Inc. |
|
|
|
8-K |
|
001-35770 |
|
3.1 |
|
12/17/2020 |
3.3 |
|
Certificate of Amendment to Certificate of Incorporation of Contango ORE, Inc. |
|
|
|
8-K |
|
001-35770 |
|
3.1 |
|
03/27/2026 |
3.4 |
|
Certificate of Designation of Series A Special Voting Preferred Stock. |
|
|
|
8-K |
|
001-35770 |
|
3.2 |
|
03/27/2026 |
3.5 |
|
Bylaws of Contango ORE, Inc. |
|
|
|
10/A2 |
|
000-54136 |
|
3.2 |
|
11/26/2010 |
3.6 |
|
Amendment No. 1 to the Bylaws of Contango ORE, Inc. |
|
|
|
8-K |
|
001-35770 |
|
3.1 |
|
10/21/2021 |
4.1 |
|
Form of Certificate of Contango ORE, Inc. common stock. |
|
|
|
10-Q |
|
001-35770 |
|
4.1 |
|
11/14/2013 |
4.2 |
|
Form of Convertible Debenture. |
|
|
|
8-K |
|
001-35770 |
|
4.1 |
|
04/09/2022 |
4.3 |
|
Form of Pre-Funded Warrants. |
|
|
|
8-K |
|
001-35770 |
|
4.1 |
|
09/26/2025 |
4.4 |
|
Form of Pre-Funded Warrants. |
|
|
|
8-K |
|
001-35770 |
|
4.1 |
|
02/12/2026 |
4.5 |
|
Exchangeable Share Support Agreement. |
|
|
|
8-K |
|
001-35770 |
|
4.1 |
|
03/27/2026 |
4.6 |
|
Voting And Exchange Trust Agreement. |
|
|
|
8-K |
|
001-35770 |
|
4.2 |
|
03/27/2026 |
10.1† |
|
Employment Agreement, dated April 3, 2026. |
|
|
|
8-K/A |
|
001-35770 |
|
10.1 |
|
04/03/2026 |
31.1 |
|
Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14. |
|
X |
|
|
|
|
|
|
|
|
31.2 |
|
Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14. |
|
X |
|
|
|
|
|
|
|
|
32.1 |
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350. |
|
X |
|
|
|
|
|
|
|
|
32.2 |
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350. |
|
X |
|
|
|
|
|
|
|
|
95.1 |
|
Mine Safety Disclosures. |
|
X |
|
|
|
|
|
|
|
|
101 |
|
Financial statements from the Company’s quarterly report on Form 10-Q for the three months ended March 31, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations; (iii) Condensed Consolidated Statements of Cash Flows; (iv) Condensed Consolidated Statements of Changes in Shareholders’ Equity; and (v) Notes to Unaudited Condensed Consolidated Financial Statements. |
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X |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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X |
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† |
Management contract or compensatory plan or agreement |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
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CONTANGO ORE, INC. |
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Date: May 14, 2026 |
By: |
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/s/ RICK VAN NIEUWENHUYSE |
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Rick Van Nieuwenhuyse |
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Chief Executive Officer (Principal Executive Officer) |
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Date: May 14, 2026 |
By: |
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/s/ MIKE CLARK |
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Mike Clark |
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Chief Financial Officer (Principal Financial and Accounting Officer) |
34