Contango ORE (NYSE: CTGO) prices $50M stock and pre-funded warrant deal
Rhea-AI Filing Summary
Contango ORE, Inc. entered into an underwriting agreement for an underwritten public offering of 1,678,206 shares of common stock at
The company expects aggregate gross proceeds of about
Positive
- None.
Negative
- None.
Insights
Contango raises about $50M through stock and pre-funded warrants to reshape its gold hedging.
Contango ORE is executing a primary underwritten offering of 1,678,206 common shares plus pre-funded warrants for 325,000 shares, generating expected gross proceeds of about
The filing states that approximately
The pre-funded warrant is immediately exercisable at
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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)) |
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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 February 11, 2026, 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) 1,678,206 shares (the “Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”), at a public offering price of $24.96 per share and (ii) a pre-funded warrant to purchase up to 325,000 shares of Common Stock (the “Pre-Funded Warrant”), at a purchase price of $24.95 per share with an exercise price of $0.01 per share.
The Company estimates that the net proceeds from the Offering will be approximately $47.2 million after deducting underwriting discounts and commissions. After the payment of any offering expenses and/or underwriting discounts and commissions, the Company intends to use approximately $45,000,000 of the net proceeds to buy back gold hedge contracts and approximately $700,000 of the net proceeds to buy gold put contracts for downside protection.
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 (“SEC”) 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 February 11, 2026, 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.
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 |
Description of Exhibit | |
| 1.1 | Underwriting Agreement between Contango Ore, Inc. and Canaccord Genuity LLC, dated February 11, 2026. | |
| 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 February 11, 2026. | |
| 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 (including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein), as well as other filings made with the SEC.
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: February 12, 2026
Exhibit 99.1
Contango Ore Announces $50 Million Underwritten Offering of Common Stock and Pre-funded Warrants
FAIRBANKS, AK – (February 11, 2026) – Contango ORE, Inc. (“Contango” or the “Company”) (NYSE American: CTGO), is pleased to announce that it has priced its underwritten offering (the “Offering”) of common stock (the “Shares”) of the Company consisting of 1,678,206 Shares at an offering price of $24.96 per Share to two institutional investors. In the Offering, Contango also offered pre-funded warrants to purchase 325,000 Shares at a purchase price of $24.95 per Share (the “Pre-funded Warrants”), which equals the offering price per Share less the $0.01 exercise price per Share of each Pre-funded Warrant. Aggregate gross proceeds from the Offering will be approximately $50 million, before deducting underwriting discounts and commissions and other offering expenses, and excluding the exercise of the Pre-funded Warrants. All the Shares and Pre-funded Warrants in the Offering are to be sold by Contango. The closing of the Offering is expected to occur on or about February 12, 2026, subject to the satisfaction of customary closing conditions.
The Company intends to use approximately $45,000,000 of the net proceeds to buy back gold hedge contracts and approximately $700,000 of the net proceeds to buy gold put contracts for downside protection. Any remaining proceeds will also be used for general corporate purposes, including working capital.
Canaccord Genuity is acting as Sole Bookrunner for the Offering.
The Offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-283285) previously filed with the U.S. Securities and Exchange Commission (“SEC”) and declared effective on November 27, 2024. The Shares and the Pre-funded Warrants may be offered only by means of a prospectus. A final prospectus supplement and the accompanying prospectus relating to and describing the terms of the Offering, which form a part of the effective registration statement, will be filed with the SEC and available on the SEC’s website at www.sec.gov/edgar. When available, copies of the final prospectus supplement and accompanying prospectus relating to the Offering may also be obtained by contacting Canaccord Genuity LLC, Attention: Syndication Department, 1 Post Office Square, 30th Floor, Boston, MA 02109, or by email at prospectus@cgf.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
ABOUT CONTANGO
Contango is a NYSE American listed company that engages in exploration for and development of gold and associated minerals in Alaska. Contango holds a 30% interest in Peak Gold, LLC (the “Peak Gold JV”), which leases approximately 675,000 acres of land for exploration and development on the Manh Choh project, with the remaining 70% owned by KG Mining (Alaska), Inc., an indirect subsidiary of Kinross Gold Corporation, operator of the Peak Gold JV. The Company and its subsidiaries also have (i) a lease on the Johnson Tract project from the underlying owner, Cook Inlet Region, Inc.; (ii) a lease on the Lucky Shot project from the underlying owner, Alaska Hardrock Inc.; (iii) a 100% interests held through it wholly owned subsidiary Contango Minerals Alaska, LLC in approximately 145,280 acres of State of Alaska mining claims; and (iv) a 100% interest held through its wholly owned subsidiary Avidian Gold Alaska Inc. in approximately 11,711 acres of State of Alaska mining claims and leases, including a lease of approximately 3,380 acres at Amanita. Additional information can be found on our web page at www.contangoore.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements regarding Contango that are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995, based on Contango’s current expectations and includes statements regarding the anticipated closing of the Offering, the expected gross proceeds from the Offering and the expected use of proceeds from the Offering, the assumptions upon which estimates are based and other expectations, beliefs, plans, objectives, assumptions, strategies or statements about future events or performance (often, but not always, using words such as “expects”, “projects”, “anticipates”, “plans”, “estimates”, “potential”, “possible”, “probable”, or “intends”, “believe,” “ensure,” “if,” “intend,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “seek,” “may,” “might,” “likely,” “plan,” “positioned,” “strategy,” “continue,” “future,” “going forward,” “designed to,” “proposed,” “contemplate,” and similar expressions or other words of similar meaning, and the negatives thereof, or stating that certain actions, events or results “may”, “will”, “should”, or “could” be taken, occur or be achieved). However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking statements are based on current expectations, estimates and projections that involve risks and uncertainties, which could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to: the timing of the Offering, satisfaction of customary closing conditions related to the Offering and sale of the Shares and the accompanying Pre-funded Warrants, and Contango’s ability to complete the Offering; the results of unwinding hedging contracts; the risks of the exploration and mining industry (for example, operational risks in exploring for, developing mineral reserves; risks and uncertainties involving geology; the speculative nature of the mining industry; the uncertainty of estimates and projections relating to future production, costs and expenses; the volatility of natural resources prices, including prices of gold and associated minerals; the existence and extent of commercially exploitable minerals in properties acquired by Contango or the Peak Gold JV; ability to realize the anticipated benefits of the Peak Gold JV; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; the interpretation of exploration results and the estimation of mineral resources; the loss of key employees or consultants; health, safety and environmental risks and risks related to weather and other natural disasters); uncertainties as to the availability and cost of financing; Contango’s inability to retain or maintain its relative ownership interest in the Peak Gold JV; inability to realize expected value from acquisitions; inability of our management team to execute its plans to meet its goals; the extent of disruptions caused
by an outbreak of disease; and the possibility that government policies may change, political developments may occur or governmental approvals may be delayed or withheld, including as a result of presidential and congressional elections in the U.S. or the inability to obtain mining permits. Additional information on these and other factors which could affect Contango’s exploration program or financial results are included in Contango’s other reports on file with the SEC. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from the projections in the forward-looking statements. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Contango does not assume any obligation to update forward-looking statements should circumstances or management’s estimates or opinions change.
CONTACTS
Contango ORE, Inc.
Rick Van Nieuwenhuyse
(907) 388-7770
www.contangoore.com
FAQ
What is Contango ORE (CTGO) offering in its February 2026 underwritten deal?
How much money will Contango ORE (CTGO) raise from the February 2026 offering?
How will Contango ORE (CTGO) use the net proceeds from this offering?
What are the key terms of Contango ORE’s February 2026 pre-funded warrants?
Who is underwriting Contango ORE’s February 2026 stock and warrant offering?
Under what registration statement is Contango ORE (CTGO) conducting this offering?
Filing Exhibits & Attachments
7 documents