Contango Silver & Gold cuts quorum to one-third

Contango Silver & Gold Inc. (CTGO) reports that its Board of Directors approved Amended and Restated Bylaws effective August 13, 2026.

Rhea-AI Filing Summary

Contango Silver & Gold Inc. (CTGO) reports that its Board of Directors approved Amended and Restated Bylaws effective August 13, 2026. The changes reduce the stockholder meeting quorum requirement from holders of a majority to holders of one-third (33 1/3%) of the voting power of outstanding shares entitled to vote, represented in person or by proxy, except as otherwise provided by law or the certificate of incorporation.

The bylaws also update the company’s name from Contango ORE, Inc. to Contango Silver & Gold Inc. and update the procedure for election of directors, reflecting changes previously approved by the Board in 2021. The full text of the Amended and Restated Bylaws is provided as an exhibit.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Quorum Threshold: 33 1/3% of the voting power Prior Quorum Threshold: Majority of the voting power Effective Date of Amended Bylaws: August 13, 2026 +1 more

4 metrics

Quorum Threshold 33 1/3% of the voting power Requisite quorum for transaction of business at stockholder meetings under amended bylaws

Prior Quorum Threshold Majority of the voting power Previous quorum requirement replaced by the amended bylaws

Effective Date of Amended Bylaws August 13, 2026 Date the Board-approved Amended and Restated Bylaws became effective

Exhibit Number – Bylaws 3.1 Amended and Restated Bylaws of Contango Silver & Gold Inc. filed as an exhibit

Key Terms

quorum, Amended and Restated Bylaws, voting power, proxy

4 terms

quorum regulatory

"modify the provisions for determining the presence of a quorum at all meetings"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Amended and Restated Bylaws regulatory

"approved the Company’s Amended and Restated Bylaws (the “Amended Bylaws”)"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

voting power financial

"one-third (33 1/3%) of the voting power of the outstanding shares"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

proxy regulatory

"represented in person or by proxy, except as otherwise provided"

A proxy is the authorization a shareholder gives to another person or document to cast votes on their behalf at a company meeting. Think of it like handing someone your voting ticket so they can represent your choices on board elections, executive pay, mergers and other big decisions; it matters because proxies determine who controls the company and which proposals pass, directly affecting share value and investor returns.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What governance changes did Contango Silver & Gold Inc. (CTGO) announce in this 8-K?

Contango Silver & Gold Inc. announced Board-approved Amended and Restated Bylaws effective August 13, 2026. Key changes include lowering the stockholder quorum requirement, updating the corporate name, and revising director election procedures previously approved in 2021.

How did Contango Silver & Gold Inc. (CTGO) change its stockholder meeting quorum requirement?

The company reduced the quorum threshold from a majority to one-third (33 1/3%) of the voting power of outstanding shares entitled to vote, represented in person or by proxy, except where law or the certificate of incorporation requires otherwise.

Did Contango Silver & Gold Inc. (CTGO) change its corporate name?

Yes. The Amended and Restated Bylaws update the company’s name from Contango ORE, Inc. to Contango Silver & Gold Inc. This reflects the company’s current branding within its governing documents.

What changes were made to director elections at Contango Silver & Gold Inc. (CTGO)?

The Amended and Restated Bylaws update the procedure for election of directors. The revised process reflects changes that the Board had previously approved in 2021, now formally incorporated into the bylaws text.

Where can investors find the full text of CTGO’s Amended and Restated Bylaws?

The complete bylaws are filed as Exhibit 3.1 to this report. Investors can review that exhibit to see the full, detailed language of all governance changes adopted on August 13, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/19/2026 - 05:00 PM Accepted by SEC EDGAR 08/19/2026 - 05:00 PM Learn about SEC filing dates

false0001502377--12-3100015023772026-08-132026-08-13

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): August 13, 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)			(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) 388-7770

(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 13, 2026, the Board of Directors (the “Board”) of Contango Silver & Gold Inc. (the “Company”) approved the Company’s Amended and Restated Bylaws (the “Amended Bylaws”), effective immediately. The Amended Bylaws: (i) modify the provisions for determining the presence of a quorum at all meetings of stockholders by reducing the requisite quorum for the transaction of business from the holders of a majority to the holders of one-third (33 1/3%) of the voting power of the outstanding shares of stock entitled to vote at a meeting of stockholders, represented in person or by proxy, except as otherwise provided by law or the Company’s certificate of incorporation; (ii) update the Company’s name from Contango ORE, Inc. to Contango Silver & Gold Inc.; and (iii) update the procedure for election of directors, which was previously approved by the Board in 2021.

The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
3.1	Amended and Restated Bylaws of Contango Silver & Gold Inc.
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 SILVER & GOLD INC.
Date:	August 19, 2026	By:	/s/ Mike Clark
			Mike Clark, Chief Financial Officer

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-3.1 EX-3.1 199.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.2 KB