CTGO Receives $21M Distribution, Boosts Liquidity in Latest 8-K

Rhea-AI Filing Summary

On June 25, 2025, Contango ORE, Inc. (NYSE-American: CTGO) furnished a Form 8-K to disclose the receipt of a $21.0 million cash distribution from the Peak Gold Joint Venture ("Peak Gold JV"). The payment was announced in a press release attached as Exhibit 99.1 and is not deemed "filed" under the Exchange Act. No other financial metrics or operational updates were provided in the filing.

The distribution flows directly to Contango ORE and immediately increases the company’s cash position, strengthening near-term liquidity and providing additional flexibility for project funding or corporate purposes. Management supplied no guidance on the intended use of proceeds, but the incremental cash represents a material inflow relative to the company’s historical scale.

The filing contains the standard safe-harbor language for forward-looking statements and reiterates that actual results could differ due to numerous risk factors outlined in prior 10-K and 10-Q reports. Apart from the cash distribution disclosure, there were no changes to the company’s capital structure, governance, or strategic outlook.

Positive

• $21.0 million cash distribution from Peak Gold JV materially strengthens Contango ORE’s liquidity position.
• Distribution confirms cash-flow generation at the Manh Choh/Peak Gold project, reducing financing uncertainty.

Negative

• None.

Insights

Financial Analyst

TL;DR: $21M JV distribution materially improves CTGO liquidity and is modestly credit-positive.

The $21 million cash inflow equates to a significant percentage of Contango ORE’s market capitalization and historical cash balances, offering immediate balance-sheet relief. While the filing is thin on detail, the influx can fund exploration or reduce financing needs for the Manh Choh project, lessening dilution risk. Absence of stated use of funds or updated capex estimates tempers enthusiasm, but overall, the event is financially positive and should enhance investor confidence in JV cash-flow generation.

Mining Industry Specialist

TL;DR: Cash proves Peak Gold JV is generating distributable surplus; positive signal for project economics.

A distribution of this magnitude indicates that Peak Gold JV operations are now sufficiently cash-generative to remit funds to partners. For a junior miner like CTGO, external validation of project cash flow de-risks future development and financing. The lack of production or cost data limits deeper analysis, but the payment affirms operational momentum at the Manh Choh deposit. Investors should watch for subsequent quarters to gauge sustainability of distributions.

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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): June 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)			(Commission File Number)	(IRS 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

(Former Name or Former Address, 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. ☐

Item 7.01 Regulation FD Disclosure.

On June 25, 2025, Contango Ore, Inc. (the “Company”) issued a press release, announcing $21.0 million in cash distributions to Contango from the Peak Gold JV. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is available on the Company’s website at www.contangoore.com..

The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Cautionary Note Regarding Forward-Looking Statements

Many of the statements included or incorporated in this Current Report on Form 8-K and the furnished exhibit constitute “forward-looking statements.” In particular, they include 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).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release of the Company, dated June 25, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.
Date:	June 27, 2025	By:	/s/ Mike Clark
			Chief Financial Officer and Secretary

FAQ

What did Contango ORE (CTGO) announce in its June 25 2025 Form 8-K?

The company disclosed a $21.0 million cash distribution received from the Peak Gold JV.

Does the $21 million distribution affect Contango ORE’s financial statements?

Yes, it increases CTGO’s cash balance; however, detailed financial impact will appear in future 10-Q/10-K filings.

Is the press release attached to the 8-K considered "filed" with the SEC?

No. The press release (Exhibit 99.1) is furnished, not filed, and is therefore not subject to Section 18 liability.

Where can investors access the full press release about the distribution?

It is available as Exhibit 99.1 to the 8-K and on www.contangoore.com.

Did the 8-K provide details on how CTGO will use the $21 million?

No. The filing did not specify intended use of proceeds or provide additional guidance.