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Contango Silver & Gold (CTGO) details Khunkhun contract and new EHST committee

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8-K/A

Rhea-AI Filing Summary

Contango Silver & Gold Inc. filed an amended report to detail governance and executive arrangements following its recent combination with Dolly Varden Silver. The company entered into an employment agreement with President Shawn Khunkhun, providing a base salary of $450,000 per year plus eligibility for short- and long-term incentive awards in restricted stock units and/or options.

The agreement includes 12 months of base salary, the prior year’s bonuses, and up to 12 months of health insurance premium reimbursement as severance if he is terminated without cause or resigns after a material, uncured breach by the company, with enhanced benefits following a change of control, subject to a release and covenants. The Board also assigned Forrester (Tim) Clark to the Audit and Nominating and Corporate Governance Committees, and Darren Devine to the Compensation and Nominating and Corporate Governance Committees. In addition, the Board created an Environmental, Health, Safety and Technical Committee and appointed Brad Juneau, Clynton Nauman and Rick Van Nieuwenhuyse as members to oversee related trends and recommend policies.

Positive

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
President base salary $450,000 per year Shawn Khunkhun Employment Agreement
Severance salary period 12 months base salary Termination without cause or qualifying resignation
Bonus lookback for severance 12 months bonuses All bonus amounts paid in 12 months preceding termination
Health premium reimbursement period 12 months Individual health insurance coverage after termination or until new group coverage
Employment Agreement date April 3, 2026 Shawn Khunkhun and company agreement date
Retroactive effective date March 25, 2026 Effective date for Khunkhun’s service as President
Change of control window 30 days Period after change of control for enhanced severance if he terminates
short-term incentive plan financial
"Mr. Khunkhun will be entitled to receive short-term incentive plan and long-term incentive plan bonuses and awards"
long-term incentive plan financial
"short-term incentive plan and long-term incentive plan bonuses and awards that will be paid in the form restricted stock units and/or options"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
change of control financial
"He is also entitled to enhanced severance benefits if he terminates his employment within 30 days following a change of control."
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Nominating and Corporate Governance Committee regulatory
"the Board appointed Mr. Clark to serve on the Audit Committee and Nominating and Corporate Governance Committee and Mr. Devine to serve on the Compensation Committee and Nominating and Corporate Governance Committee"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
Environmental, Health, Safety and Technical Committee regulatory
"the Board established an Environmental, Health, Safety and Technical Committee (the “EHST Committee”)."
Understanding 8-K Material Events →
Contango ORE,Inc. true 0001502377 0001502377 2026-03-25 2026-03-25
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 25, 2026

 

 

Contango Silver & Gold Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-35770   27-3431051
(State or other jurisdiction of
incorporation or organization)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

 

516 2nd Avenue, Suite 401

Fairbanks, Alaska

   99701
(Address of principal executive offices)   (Zip Code)

Registrant’s Telephone Number, including area code: (907) 388-7770

Contango ORE, Inc.

(Former name, former address and former fiscal year, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock, Par Value $0.01 per share   CTGO   NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

 

 
 

Explanatory Note

This is an amendment to Item 5.02 of the Current Report on Form 8-K that was filed by Contango Silver & Gold Inc. (the “Company”) on March 27, 2026 (the “Original Form 8-K”), which reported that, pursuant to the Arrangement Agreement (the “Arrangement Agreement”) the Company entered into on December 7, 2025 with Dolly Varden Silver Corporation (“Dolly Varden”), the Company’s Board of Directors (the “Board”), at the effective time of the statutory plan of arrangement between the Company and Dolly Varden, appointed Shawn Khunkhun, as President of the Company and appointed Mr. Khunkhun, Forrester (Tim) Clark and Darren Devine as directors of the Company. This Amendment No. 1 to the Original Form 8-K (this “Form 8-K/A”) is being filed to disclose: (i) Mr. Khunkhun’s entry into an employment agreement with the Company, (ii) the appointment of Messrs. Clark and Devine to certain committees of the Board and (iii) the Board’s establishment of an Environmental, Health, Safety and Technical Committee. Except as disclosed below, this Form 8-K/A does not otherwise amend the Original Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) Appointment of Officers.

On April 3, 2026, the Company and Mr. Khunkhun entered into an employment agreement (the “Employment Agreement”), with retroactive effect as of March 25, 2026, outlining the terms of Mr. Khunkhun’s service as the President of the Company.

Pursuant to his Employment Agreement, Mr. Khunkhun will receive a base salary of $450,000 per annum. Mr. Khunkhun will be entitled to receive short-term incentive plan and long-term incentive plan bonuses and awards that will be paid in the form restricted stock units and/or options, which will be set forth in plans and agreements adopted, or to be adopted, by the Board. He will also receive 12 months of his regular base salary, all bonus amounts paid in the 12 months preceding the termination, and reimbursement for the premiums reasonably necessary to obtain individual health insurance coverage for 12 months following the termination or the date he becomes eligible for group health insurance coverage through subsequent employment as severance benefits in the event that his employment with the Company is terminated by the Company other than for just cause or he resigns due to a material, uncured breach of the Employment Agreement by the Company. He is also entitled to enhanced severance benefits if he terminates his employment within 30 days following a change of control. Any payment of severance benefits to him under the Employment Agreement is conditioned on his delivery of a full and final release of all actions and claims in favor of the Company and his compliance with all applicable restrictive covenants under his Employment Agreement.

The above summary of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1, and incorporated herein by reference.

(d) Election of New Directors.

On April 2, 2026, at a meeting of the Board, the Board appointed Mr. Clark to serve on the Audit Committee and Nominating and Corporate Governance Committee and Mr. Devine to serve on the Compensation Committee and Nominating and Corporate Governance Committee, effective immediately. The Board has determined that Mr. Clark is independent for purposes of the Audit Committee under the Company’s Corporate Governance Guidelines, the listing standards of the NYSE American and the rules of the Securities and Exchange Commission.

Also on April 2, 2026, at a meeting of the Board, the Board established an Environmental, Health, Safety and Technical Committee (the “EHST Committee”). On such date, the Board appointed Brad Juneau, Clynton Nauman and Rick Van Nieuwenhuyse to serve on the EHST Committee. The EHST Committee was formed for the purpose of (i) identifying, evaluating, and monitoring environmental, health, safety and technical trends, issues and concerns that could affect the Company’s business activities and performance, and (ii) developing recommendations to the Board for the formulation and adoption of policies, programs and practices to address such trends, issues and concerns.

 

3

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

   

Description of Exhibit

10.1    Employment Agreement, dated April 3, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

4

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 hereunto duly authorized.

 

      CONTANGO SILVER & GOLD INC.
Date: April 8, 2026     By:  

/s/ Mike Clark

      Chief Financial Officer and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What executive compensation did Contango Silver & Gold (CTGO) approve for its President?

Contango Silver & Gold set President Shawn Khunkhun’s base salary at $450,000 per year. He is also eligible for short-term and long-term incentive plan awards paid in restricted stock units and/or options, under plans adopted or to be adopted by the Board.

What severance protections does CTGO’s President Shawn Khunkhun receive under his employment agreement?

If terminated without just cause or resigning for a material, uncured company breach, Shawn Khunkhun receives 12 months of base salary, all bonuses paid in the prior 12 months, and up to 12 months of health insurance premium reimbursement, subject to a release and restrictive covenant compliance.

How does a change of control affect Shawn Khunkhun’s employment at Contango Silver & Gold (CTGO)?

The employment agreement provides enhanced severance benefits if Shawn Khunkhun terminates his employment within 30 days following a change of control. Specific enhanced amounts are not detailed here, but benefits are conditioned on a full release and adherence to restrictive covenants.

Which CTGO board committees now include directors Forrester (Tim) Clark and Darren Devine?

Forrester (Tim) Clark was appointed to the Audit Committee and the Nominating and Corporate Governance Committee. Darren Devine joined the Compensation Committee and the Nominating and Corporate Governance Committee, effective immediately following the Board’s April 2, 2026 meeting.

What is the purpose of Contango Silver & Gold’s new Environmental, Health, Safety and Technical Committee?

The Environmental, Health, Safety and Technical Committee was created to identify, evaluate and monitor environmental, health, safety and technical trends and issues affecting CTGO. It also develops recommendations for Board policies, programs and practices to address those trends and concerns across the company’s business.

Who serves on CTGO’s Environmental, Health, Safety and Technical Committee?

Contango Silver & Gold’s Board appointed Brad Juneau, Clynton Nauman and Rick Van Nieuwenhuyse to the Environmental, Health, Safety and Technical Committee. They are responsible for reviewing relevant trends and providing policy and program recommendations to the full Board.

Filing Exhibits & Attachments

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Agreements & Contracts

Other Documents