Contango (NYSE: CTGO) trims $18.75M Lucky Shot liability and gains $9M JV cash
Rhea-AI Filing Summary
Contango Silver & Gold Inc. entered into a First Amendment to its Membership Interest Purchase and Sale Agreement for the Lucky Shot Project, settling potential milestone payments totaling $18.75 million in exchange for $5 million in cash and 100,000 common shares, with total consideration approximated at $6.57 million. This removes future contingent obligations tied to project milestones and leaves the company with full control of Lucky Shot.
Contango also reported receiving a $9 million cash distribution from the Peak Gold JV related to production at the Manh Choh mine. Operationally, the company has begun a 6,800‑meter surface drill program at Lucky Shot, advanced permitting and field work at Johnson Tract, and completed over 14,000 meters of a planned 40,000‑meter drill program at Kitsault Valley, with an updated mineral resource estimate targeted for late July. In addition, the company has fully delivered the remaining 11,000 ounces under its 2026 hedge contracts, with 15,000 ounces scheduled for delivery in the first half of 2027.
Positive
- Lucky Shot milestone settlement sharply reduces potential obligations: Contango extinguished milestone payments totaling up to $18.75 million for consideration of about $6.57 million ($5 million cash plus 100,000 shares), while securing 100% unencumbered control of the Lucky Shot Project.
Negative
- None.
Insights
Contango crystallizes Lucky Shot obligations at a discount and adds $9M cash from Peak Gold JV.
Contango negotiated settlement of Lucky Shot milestone payments totaling up to $18.75 million for consideration of about $6.57 million, including $5 million cash and 100,000 shares. This replaces a contingent liability with a fixed, substantially lower-cost outlay while confirming 100% control of the asset.
The company also received a $9 million distribution from the Peak Gold JV tied to Manh Choh production, adding liquidity. Concurrently, it is advancing multiple growth projects: 6,800 meters of surface drilling at Lucky Shot, permitting and access infrastructure at Johnson Tract, and an extensive 40,000‑meter program at Kitsault Valley with a new mineral resource estimate targeted for late July.
Hedge management is another financial lever: all remaining 11,000 ounces of 2026 hedge obligations have been delivered, leaving 15,000 ounces scheduled for the first half of 2027. Management highlights this as increasing exposure to prevailing gold prices, while still planning to eliminate remaining hedges. Overall, the filing reflects both de‑risking of a key project and active portfolio advancement, a combination that is reasonably viewed as positive.
8-K Event Classification
Key Figures
Key Terms
Membership Interest Purchase and Sale Agreement financial
Milestone Payments financial
Peak Gold JV financial
hedge contracts financial
FAST-41 program regulatory
Mineral Resource Estimate (MRE) financial
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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.
On June 26, 2026, Contango Silver & Gold Inc. (the “Company”), entered into a First Amendment to Membership Interest Purchase and Sale Agreement (the “MIPA Amendment”) with CRH Funding II Pte. Ltd., a Singapore private limited corporation (“CRH”), amending that certain Membership Interest Purchase and Sale Agreement, dated as of August 24, 2021 (the “Original MIPA” and, as amended by the MIPA Amendment, the “MIPA”), by and between the Company and CRH. Pursuant to the Original MIPA, CRH sold to the Company 100% of the issued and outstanding membership interests in Alaska Gold Torrent, LLC, an Alaska limited liability company that conducts mineral exploration and development and related activities at the mineral property near Willow, Alaska (the “Lucky Shot Project”). In addition to the consideration paid at the closing of the transaction, the Company agreed to pay CRH additional consideration (the “Milestone Payments”) if production on the Company’s Lucky Shot Project met certain exploration and/or production thresholds.
Pursuant to the MIPA Amendment, in full satisfaction of the Milestone Payments, the Company agreed to pay CRH (i) $5,000,000 in cash and (ii) 100,000 newly issued shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The shares of Common Stock will be issued to CRH Mezzanine Pte. Ltd., the parent company and sole shareholder of CRH, by July 6, 2026.
The foregoing description of the MIPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the MIPA Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 23, 2026, the Company issued a press release providing updates on its 2026 programs across the Company’s portfolio, including its Lucky Shot, Johnson Tract, and Kitsault Valley projects. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On June 29, 2026, the Company issued a press release announcing its entry into the MIPA Amendment and the receipt of a cash distribution from the Peak Gold JV related to production from its Manh Choh mine. A copy of that press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information in this Item 7.01 (including Exhibit 99.1 and Exhibit 99.2) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities 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 into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description of Exhibit |
10.1 |
First Amendment to Membership Interest Purchase and Sale Agreement, dated June 26, 2026. |
99.1 |
Press release dated June 23, 2026. |
99.2 |
Press release dated June 29, 2026. |
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.
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CONTANGO SILVER & GOLD INC. |
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Date: |
June 29, 2026 |
By: |
/s/ Mike Clark |
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Chief Financial Officer |
Ex. 99.1
NEWS RELEASE
CONTANGO SILVER & GOLD
Contango Silver & Gold Provides Project Updates
FAIRBANKS, AK - (June 23, 2026) - Contango Silver and Gold Inc. (“Contango” or the “Company”) (NYSE American / TSX: CTGO) is pleased to provide updates on its 2026 programs across the Contango Silver & Gold portfolio.
Lucky Shot Surface Drill Program
The Lucky Shot surface drill program commenced on June 22, 2026 with the mobilization of two helicopter-supported drill rigs to site. A total of 29 holes across five drilling platforms—totaling approximately 6,800 meters—are planned (Figure 1). The program is designed to infill areas of known mineralization within the Coleman portion of the resource, while also executing step-out drilling to test the structural continuity between the Coleman and Lucky Shot vein systems. Results will be released as they become available.
Dave Larimer, Contango’s VP Exploration said, “We are incredibly excited to kick off the surface drilling program at Lucky Shot. This deposit has already demonstrated continuity and growth potential, and getting the rigs turning on the surface allows us to test the downdip extension of the Coleman zone toward the Lucky Shot vein system in addition to providing the infill we need to complete a feasibility level mine design. We’re eager to see what the core reveals as we push to unlock the full value of this system.”
FIGURE 1: Plan view and cross-sectional view showing the planned surface drill program at Lucky Shot.
Johnson Tract Permitting and Other Activities
Permitting for the surface infrastructure—including the access road and barge facility designed to link the Johnson Tract Critical Metals Project site to the coast—remains firmly on schedule, with six actions completed to date. Real-time progress updates are transparently available via the Federal Permitting Dashboard.
To support these ongoing regulatory processes, the Company has opened the Johnson Tract camp for the summer season to anchor extensive field activities. Field surveys within the project easements will be conducted in accordance with the Programmatic Agreement approved by the appropriate permitting authorities. These environmental and cultural baseline studies include:
In addition to the surveys, summer operational activities include geotechnical drilling within the easements for the road access and barge landing facility, as well as the construction of a 2.6-mile road on Cook Inlet Regional Inc. (CIRI) owned land connecting the camp to the proposed exploration portal location. Equipment mobilization via barge and helicopter is underway and will continue through June and July, with on-site construction activities expected to extend into October.
Rick Van Nieuwenhuyse, the Company’s CEO said, “This summer marks a pivotal operational shift for Contango as we advance Johnson Tract. Following our entry into the federal FAST-41 program, our permitting efforts have given us a clear, predictable timeline to unlock this high-grade critical metals project. Our focus on the ground this season is twofold: expanding our environmental baseline studies to ensure top-tier stewardship to support the permitting processes, and executing the critical infrastructure required to connect our existing camp to the proposed portal location. This access road will allow us to start construction on the underground exploration tunnel in 2027 once all permits have been received.”
Kitsault Valley Ongoing Drilling Program
The Kitsault Valley drill program is progressing as planned with over 14,000 meters of drilling already completed. Drilling has focused on infill and extensional drilling at Torbrit, North Star, Wolf, and Red Point. The first samples from Torbrit and North Star have been sent to the analytical facility and results are expected to start trickling in during Q3 activities. The Kitsault Valley updated Mineral Resource Estimate (MRE) is on track to be released by late July.
Shawn Khunkhun, the Company’s President, said, “We are tracking well ahead of schedule in the Kitsault Valley, with over one-quarter of our planned 40,000-meter surface drill program already completed. The exceptional efficiency of our team on the ground has given us an incredible head start this season. We are highly encouraged by the strong visual indicators and historical continuity
we are seeing as we systematically target resource expansion and infill zones, and we look forward to reporting a steady stream of assay results as they become available.”
Hedge Contract Settlement
During the first and second quarters of 2026, the Company has been actively delivering gold into the 2026 hedge contracts. We are pleased to announce that all of the remaining 11,000 ounces for 2026 obligations have been fully delivered ahead of schedule with the remaining 15,000 ounces of gold hedge contracts scheduled to be delivered in the first half of 2027.
Mike Clark, the Company’s Chief Financial Officer said, “We are pleased to have delivered into our entire hedge book for 2026, resulting in more exposure to high gold prices for the Company. We will continue to work towards eliminating the remainder of the hedges this year.”
Conference Call and Webcast
Contango will host a conference call and webcast to discuss the Project updates in this report with CEO Rick Van Nieuwenhuyse and President Shawn Khunkhun on Wednesday, June 24, 2026, at 3:00pm EST / 12:00pm PST. Participants may join the webcast using the following call-in details: https://6ix.com/event/lucky-shot-project-updated-contango-silver-and-gold.
Qualified Person
The scientific and technical information contained in this news release has been reviewed and approved by Dave Larimer, CPG, VP Exploration for Contango, who is a Qualified Person as defined by SEC Regulation S-K 1300. Mr. Larimer is not independent of the Company.
ABOUT CONTANGO
Contango is a NYSE American and TSX listed company that engages in the exploration for and development and production of gold and associated minerals in Alaska and in the Golden Triangle in British Columbia. Contango holds a 30% interest in 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, which consists of mineral rights to approximately 21,000 acres located near tidewater, 125 miles southwest of Anchorage, Alaska, from the underlying owner, CIRI, (ii) a lease on the Lucky Shot project, which consists of mineral rights to approximately 8,600 acres of State of Alaska and patented mining claims located in the Willow Mining District about 75 miles north of Anchorage, Alaska, from the underlying owner, Alaska Hardrock Inc., (iii) mineral rights to approximately 145,000 acres of State of Alaska mining claims, and (iv) mineral rights to approximately 11,700 acres of State of Alaska mining claims and upland mining leases, all of which give Contango the exclusive right to explore and develop minerals on these lands, and (v) mineral tenures of approximately 247,000 acres (100,000 ha) located in and around the Kitsault Valley in the Golden Triangle of northwest British Columbia.
Additional information can be found on our web page at www.contangoore.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking information and forward-looking statements within the meaning of applicable securities (“Forward-looking Statements”). These include statements regarding Contango’s plans and expectations for its properties and operations, the content within future annual filings, operations in respect of Contango mineral properties and any benefits of investment in Contango. The Forward-looking Statements regarding Contango 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 future results of operations, quality and nature of the asset base, 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”, “intends”, “believes”, “ensures”, “forecasts”, “predicts”, “proposes”, “contemplates”, “aims”, “seeks”, “continues”, “potential”, “positioned”, “strategy”, “outlook”, “future”, “going forward”, “designed to”, and similar expressions or other words of similar meaning, and the negatives thereof, or stating that certain actions, events or results “may”, “might”, “will”, “should”, “would”, or “could” be taken, or that they are “possible”, “probable”, or “likely” to 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 a number of 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 risks of the exploration and the mining industry (for example, operational risks in exploring for and 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; 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, such as the COVID-19 pandemic; 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 operations or financial results are included in Contango’s other reports on file with the U.S. Securities and Exchange Commission. 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 Silver & Gold Inc.
Rick Van Nieuwenhuyse
(907) 388-7770
www.contangoore.com
Ex. 99.2
NEWS RELEASE
CONTANGO SILVER & GOLD
Contango Enhances Economics with Strategic Settlement of the Lucky Shot Milestone Payments and Receives $9 Million Cash Distribution from Peak Gold JV
FAIRBANKS, AK - (June 29, 2026) - Contango Silver and Gold Inc. ("Contango" or the "Company") (NYSE American/ TSX: CTGO) is pleased to announce that it has entered into an agreement to settle milestone payments totaling $18.75 million on the Lucky Shot Project in exchange for $5 million in cash and 100,000 common shares of the Company. In addition, the Company is pleased to announce that on June 25, 2026 it received a $9 million cash distribution from the Peak Gold JV related to production from its second campaign of 2026 at the Manh Choh mine.
Rick Van Nieuwenhuyse, the Company’s CEO, commented: "Settling these milestone payments at Lucky Shot is a meaningful corporate achievement. By eliminating our remaining payment obligations and securing 100% unencumbered control of the Lucky Shot asset, we have significantly de-risked the project and ensured that our investors will realize its full upside potential. As we look at the success and continuity from our ongoing drill programs and aggressively advance Lucky Shot toward the feasibility stage, our shareholders are now well positioned to capture maximum leverage from what is shaping up to be a truly exceptional high-grade gold system."
On June 26, 2026 the Company amended its Membership Interest Purchase and Sale Agreement (the “Amended MIPA”) with CRH Funding II PTE. Ltd. (“CRH”), a Singapore private limited corporation, to satisfy obligations totaling up to $18.75 million if certain milestones were achieved on the Lucky Shot Project (the "Milestone Payments") held by CRH. The consideration paid by Contango approximated $6.57 million, comprised of the following:
Ex. 99.2
ABOUT CONTANGO
Contango is a NYSE American and TSX listed company that engages in the exploration for and development and production of gold and associated minerals in Alaska and in the Golden Triangle in British Columbia. Contango holds a 30% interest in 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, which consists of mineral rights to approximately 21,000 acres located near tidewater, 125 miles southwest of Anchorage, Alaska, from the underlying owner, CIRI, (ii) a lease on the Lucky Shot project, which consists of mineral rights to approximately 8,600 acres of State of Alaska and patented mining claims located in the Willow Mining District about 75 miles north of Anchorage, Alaska, from the underlying owner, Alaska Hardrock Inc., (iii) mineral rights to approximately 145,000 acres of State of Alaska mining claims, (iv) mineral rights to approximately 11,700 acres of State of Alaska mining claims and upland mining leases, all of which give Contango the exclusive right to explore and develop minerals on these lands, and (v) mineral tenures of approximately 247,000 acres (100,000 ha) located in and around the Kitsault Valley in the Golden Triangle of northwest British Columbia.
Additional information can be found on our web page at www.contangoore.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking information and forward-looking statements within the meaning of applicable securities (“Forward-looking Statements”). These include statements regarding Contango’s plans and expectations for its properties and operations, the content within future annual filings, operations in respect of Contango mineral properties and any benefits of investment in Contango. The Forward-looking Statements regarding Contango 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 future results of operations, quality and nature of the asset base, 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”, “intends”, “believes”, “ensures”, “forecasts”, “predicts”, “proposes”, “contemplates”, “aims”, “seeks”, “continues”, “potential”, “positioned”, “strategy”, “outlook”, “future”, “going forward”, “designed to”, and similar expressions or other words of similar meaning, and the negatives thereof, or stating that certain actions, events or results “may”, “might”, “will”, “should”, “would”, or “could” be taken, or that they are “possible”, “probable”, or “likely” to 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 a number of 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 risks of the exploration and the mining industry (for example, operational risks in exploring for and developing mineral reserves); risks and uncertainties involving geology; the speculative nature of the mining industry; the uncertainty of estimates and projections relating to future
Ex. 99.2
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; 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, such as the COVID-19 pandemic; 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 operations or financial results are included in Contango’s other reports on file with the U.S. Securities and Exchange Commission. 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 Silver & Gold
Rick Van Nieuwenhuyse
(907) 388-7770
www.contangoore.com