[8-K] Contango ORE, Inc. Reports Material Event

Rhea-AI Filing Summary

Contango ORE, Inc. filed an 8-K disclosing a Pre-Funded Warrant issuance and related underwriting arrangements to raise capital. The company said proceeds will be used to advance its fully permitted Lucky Shot Project toward a mine production decision over the next two years by completing underground and surface drilling and underground development. Proceeds will also be used to advance the Johnson Tract Project, subject to permits, by mobilizing equipment to build a road to the planned portal, winterizing the camp for year-round operations, beginning construction of an exploration tunnel for advanced drilling, and completing a feasibility-level mine plan. Any remaining funds will be for general corporate purposes and working capital.

The filing references an S-3 shelf registration filed November 15, 2024 and declared effective November 27, 2024. Each Pre-Funded Warrant is exercisable for one share of common stock at $0.01 per share and is immediately exercisable subject to a holder-specified Maximum Percentage not to exceed 19.99% (the "Maximum Cap"). Exhibits include the Pre-Funded Warrant (Exhibit 5.1), an underwriting agreement dated September 25, 2025 with Canaccord Genuity LLC, legal opinion and consent from Holland & Knight LLP, and press releases dated September 25 and 26, 2025.

Positive

• Uses proceeds for project advancement: funds are allocated to advance Lucky Shot to a mine production decision within two years and to move Johnson Tract toward a feasibility-level mine plan
• Registered shelf in place: S-3 registration declared effective November 27, 2024, enabling a registered offering
• Underwriting support: Underwriting agreement with Canaccord Genuity LLC indicates placement through an institutional intermediary

Negative

• Potential dilution: Pre-Funded Warrants exercisable at $0.01 per share and a holder-controlled Maximum Percentage up to 19.99% could materially increase outstanding shares
• Immediate exercisability: Warrants are immediately exercisable (subject to cap), which may lead to rapid issuance upon holder action
• Project permitting risk: Use of proceeds for Johnson Tract is subject to receipt of appropriate permits, indicating conditional deployment of capital

Insights

Financial Analyst

TL;DR: Company plans capital raise via Pre-Funded Warrants to fund two advanced exploration/development projects; terms imply near-term dilution potential.

The filing describes use of proceeds targeted at moving Lucky Shot to a mine production decision within two years and advancing Johnson Tract toward feasibility-level planning and winterized operations. The exercise price of $0.01 per share and an effective immediate exercisability subject to a holder-specified cap up to 19.99% are material for equity dilution calculations. The reference to an S-3 shelf effective November 27, 2024, and an underwriting agreement with Canaccord Genuity dated September 25, 2025 indicates a registered offering structure. Investors should note proceeds are earmarked for capital-intensive exploration and development activity rather than operating cash flow.

Corporate Governance / Capital Markets Specialist

TL;DR: Transaction structure (pre-funded warrants, low strike, cap mechanics) is standard for registered financings but has governance and shareholder dilution considerations.

The Pre-Funded Warrant allows the holder to set a Maximum Percentage up to a 19.99% cap with increases delayed 61 days, which affects how quickly share count can expand. Immediate exercisability at $0.01 per share creates potential for swift issuance of common stock upon exercise. The filing attaches legal opinions and underwriting documentation, indicating the issuer is completing customary disclosure and counsel review. The presence of press releases dated September 25 and 26, 2025 suggests coordinated public disclosure alongside the financing.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 25, 2025

CONTANGO ORE, 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) 888-4273

Not Applicable

(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 (see General Instruction A.2.):

☐ 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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Underwritten Offering

On September 25, 2025, Contango ORE, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Canaccord Genuity LLC as representative of the several underwriters named therein, relating to an underwritten public offering to two institutional investors (the “Offering”) of (i) 1,975,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”), at a public offering price of $20.00 per share and (ii) a pre-funded warrant to purchase up to 525,000 shares of Common Stock (the “Pre-Funded Warrant”), at a purchase price of $19.99 per share with an exercise price of $0.01 per share.

The Company estimates that the net proceeds from the Offering will be approximately $47.5 million after deducting underwriting discounts and commissions. The Company intends to use the net proceeds (after the payment of any offering expenses and/or underwriting discounts and commissions) from the sale of the Common Stock and Pre-Funded Warrant to advance its fully permitted Lucky Shot Project to a mine production decision over the next two years by completing underground and surface-based drilling and underground development work. Proceeds will also be used to advance its Johnson Tract Project, subject to receipt of appropriate permits, by mobilizing all equipment necessary to complete road construction to the planned portal, winterizing the project’s camp for year-round operations, starting construction of an exploration tunnel in order conduct advanced exploration drilling, and completing a feasibility-level mine plan. Ongoing permitting activities will continue throughout a mine evaluation stage. Any remaining proceeds will also be used for general corporate purposes, including working capital.

The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-283285), filed on November 15, 2024, that was declared effective by the Securities and Exchange Commission on November 27, 2024, and a related base prospectus and prospectus supplement thereunder.

The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

Terms of the Pre-Funded Warrant

The Pre-Funded Warrant is being offered in lieu of Shares and provides that the holder may not exercise any portion of the Pre-Funded Warrant to the extent that immediately prior to or after giving effect to such exercise, the holder (together with its affiliates) would beneficially own more than 9.99% of the Company’s outstanding Common Stock (the “Maximum Percentage”) after exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrant. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage specified not in excess of 19.99% (the “Maximum Cap”) in such notice; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. Each Pre-Funded Warrant is exercisable for one share of Common Stock at an exercise price of $0.01 per share. Subject to the Maximum Percentage or, as applicable, the Maximum Cap, the Pre-Funded Warrant is immediately exercisable and may be exercised at any time until the Pre-Funded Warrant is exercised in full.

In the event of any reorganization, recapitalization or reclassification of Common Stock, the sale, transfer or other disposition of all or substantially all of the Company’s properties or assets, its consolidation or its merger with or into another person, the holder of Pre-Funded Warrant will be entitled to receive, upon exercise of the Pre-Funded Warrant, the kind and amount of securities, cash or other property that the holder would have received had they exercised the Pre-Funded Warrant immediately prior to such fundamental transaction without regard to any limitations on exercise contained in the Pre-Funded Warrant.

The foregoing description of the terms and conditions of the Pre-Funded Warrant do not purport to be complete and is qualified in its entirety by the full text of the form of Pre-Funded Warrant, a copy of which is attached hereto as Exhibit 4.1, and incorporated by reference herein.

Item 8.01 Other Events.

On September 25, 2025, the Company issued a press release announcing that it had priced the Offering. A copy of the press release is attached as Exhibit 99.1 hereto, and is incorporated herein by reference. On September 26, 2025, the Company issued a press release announcing that it had closed the Offering. A copy of the press release is attached as Exhibit 99.2 hereto, and is incorporated herein by reference.

A copy of the legal opinion and consent of Holland & Knight LLP relating to the Shares and the Pre-Funded Warrant is attached as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
1.1		Underwriting Agreement between Contango Ore, Inc. and Canaccord Genuity LLC, dated September 25, 2025.
4.1		Form of Pre-Funded Warrant.
5.1		Opinion of Holland & Knight LLP.
23.1		Consent of Holland & Knight LLP (contained in Exhibit 5.1).
99.1		Press Release of the Company, dated September 25, 2025.
99.2		Press Release of the Company, dated September 26, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Cautionary Note Regarding Forward-Looking Statements

Many of the statements included or incorporated in this Current Report on Form 8-K constitute “forward-looking statements.” In particular, it includes statements relating to future actions, strategies, future operating and financial performance, ability to realize the anticipated benefits of various transactions and the Company’s future financial results. These forward-looking statements are based on current expectations and projections about future events. Readers are cautioned that forward-looking statements are not guarantees of future operating and financial performance or results and involve substantial risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of the Company may differ materially from that expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, factors described from time to time in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein).

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 ORE, INC.
By:		/s/ Michael Clark
		Mike Clark
		Chief Financial Officer and Secretary

Dated: September 26, 2025