CONTANGO SILVER & GOLD INC SEC Filings

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.

Contango ORE, Inc. (CTGO) prospectus supplement describes an offering of common stock and pre-funded warrants, including per-share and pre-funded warrant pricing, aggregate proceeds and the number of securities to be issued. The document incorporates technical report summaries for the Manh Choh, Lucky Shot and Johnson Tract projects by reference and notes S-K 1300 requirements that a qualified person must determine mineral resources can support an economically viable project. The filing discloses lock-up agreements restricting officers and directors for 90 days, detailed U.S. and non-U.S. tax withholding rules (including potential 30% withholding and USRPHC implications), and a 2024 drilling update noting approximately 1,500 meters completed at Johnson Tract.

Contango ORE, Inc. (CTGO) prospectus supplement describes an offering of common stock and pre-funded warrants, including per-share and pre-funded warrant pricing, aggregate proceeds and the number of securities to be issued. The document incorporates technical report summaries for the Manh Choh, Lucky Shot and Johnson Tract projects by reference and notes S-K 1300 requirements that a qualified person must determine mineral resources can support an economically viable project. The filing discloses lock-up agreements restricting officers and directors for 90 days, detailed U.S. and non-U.S. tax withholding rules (including potential 30% withholding and USRPHC implications), and a 2024 drilling update noting approximately 1,500 meters completed at Johnson Tract.

Contango ORE, Inc. files a prospectus supplement for an offering of common stock and pre-funded warrants that incorporates by reference multiple SEC reports and technical report summaries for the Manh Choh, Lucky Shot and Johnson Tract projects. The prospectus reiterates that investors should review the Risk Factors and other incorporated documents before investing. Officers and directors have agreed to 90-day lock-up agreements limiting transfers of shares and related securities after pricing. The filing references S-K 1300 requirements that mineral resources cannot be classified as reserves without a qualified person determining economic viability. Operationally, the Company reported completing approximately 1,500 meters of planned 2024 surface drilling at Johnson Tract, on budget and on schedule. The supplement discusses U.S. and non-U.S. tax treatment, including potential 30% withholding for non-U.S. holders and a 15% withholding in certain USRPHC-related dispositions, FATCA and documentation requirements, and other tax consequences.

Contango ORE, Inc. (CTGO) Form 4: Michael Aaron Clark, the company's Chief Financial Officer and Secretary, reported the sale of 2,822 shares of common stock on 08/18/2025 at a weighted-average price of $21.66 per share. After the transaction, Mr. Clark beneficially owns 59,970 shares. The filing explains the shares sold were previously restricted stock that vested on 08/18/2025 and were sold to cover tax obligations related to vesting. The reported sale prices ranged from $21.25 to $22.02 and the filer offers to provide a breakout of shares sold at each price upon request.

Richard Shortz, a director of Contango ORE, Inc. (CTGO), reported selling 33,150 shares of the issuer's common stock on 08/18/2025 at a weighted-average price of $21.08 per share. After the sale, the filing shows Mr. Shortz beneficially owns 84,050 shares directly and 1,000 shares indirectly through the Shortz Family Trust. The sale was executed in multiple transactions at prices ranging from $21.00 to $21.83, and the reporting attorney-in-fact, Mike Clark, signed the Form 4 on behalf of Mr. Shortz.

Contango ORE, Inc. (CTGO) Form 144 notifies a proposed sale of 33,150 common shares through Morgan Stanley Smith Barney LLC on the NYSE, with an aggregate market value of $698,841.78. The filing lists total shares outstanding as 12,669,511, and an approximate sale date of 08/18/2025. All shares were acquired by restricted stock vesting under a registered plan: 13,900 shares on 11/12/2018 and 19,250 shares on 12/13/2018. The filer reports no securities sold in the past three months and includes the standard certification about material nonpublic information.

Contango ORE, Inc. (CTGO) Form 144 reports a proposed sale of 2,822 shares of common stock, with an aggregate market value of $61,121.00, to be sold on 08/18/2025 through Stifel Nicolaus & Company, Inc. on the NYSE. The filing states these shares were acquired on 08/18/2025 as Restricted Stock Units issued by the company and that payment was made in cash. No sales by the reporting person in the prior three months are listed, and the filer affirms no undisclosed material adverse information is known.

Contango ORE, Inc. returned to quarterly profitability, reporting net income of $15,924,865 and basic EPS of $1.26 for the three months ended June 30, 2025, driven largely by its 30% interest in the Peak Gold JV. The company recognized $27.3 million of equity income from Peak Gold in the quarter; the Peak Gold JV reported $195.1 million of revenue and $91.1 million of net income for Q2 2025. Cash and restricted cash increased to $36.56 million, and Contango received $54.0 million of cash distributions from Peak Gold in H1 2025 (cumulative distributions of $94.5 million since July 2024).

Significant offsets included derivative hedging results: a $12.8 million loss on derivatives in Q2 and $53.3 million year-to-date, and derivative contract liabilities totaling $100.27 million as of June 30, 2025. Total assets were $153.14 million versus total liabilities of $155.53 million, producing a stockholders' deficit of $(2.39) million. Debt, net totaled $48.54 million with $17.5 million of principal scheduled in the next twelve months. The company disclosed a working capital deficit of $43.2 million, amended its secured Facility repayment timing, and retains hedge delivery obligations of 74,800 ounces of gold.