CTGO 10-K & 10-Q changes, risk factors and insider trading
Contango Silver & Gold Inc. · NYSE · Gold And Silver Ores · CIK 1502377 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “The proposed arrangement with Dolly Varden Silver Corporation may not be completed on the terms or timeline currently anticipated, or at all, which could adversely affect our business, financial condition, and stock price.”
New heading “We may not realize the anticipated benefits of the proposed arrangement with Dolly Varden, and the integration of the two companies may present significant challenges.”
Largest changes
“The proposed arrangement with Dolly Varden Silver Corporation may not be completed on the terms or timeline currently anticipated, or at all, which could adversely affect our business, financial condition, and stock price.”see in full comparison
“We may not realize the anticipated benefits of the proposed arrangement with Dolly Varden, and the integration of the two companies may present significant challenges.”see in full comparison
“If Mr. Van Nieuwenhuyse cannot serve the Company or is no longer willing to do so, the Company may not be able to find alternatives in a timely manner or at all. This would likely result in a severe damage to our business operations and would have an adverse material impact on our financial position and operational results. To continue as a viable operation, in such a situation, the Company might have to recruit and train replacement personnel at a higher cost. Additionally, if Mr. …”see in full comparison
“If Mr. Nieuwenhuyse cannot serve the Company or is no longer willing to do so, the Company may not be able to find alternatives in a timely manner or at all. This would likely result in a severe damage to our business operations and would have an adverse material impact on our financial position and operational results. To continue as a viable operation, in such a situation, the Company might have to recruit and train replacement personnel at a higher cost. Additionally, if Mr. …”see in full comparison
“potential negative reactions from the financial markets, including a decline in the trading price of our common stock; and potential litigation related to the Dolly Varden Arrangement or the failure to complete it.”see in full comparison
see in full comparisonTheSomePeakofGoldtheJVCompany'sPropertyassetsisare located inthe remoteregions of Alaskaand exploration activitiesthat maybelimitlimitedactivities by weather andlimitedimpact accessand existingfor infrastructure.
Full comparison: every changed paragraph (43)
Periods of global economic volatility create market uncertainty, which negatively affects the mining and minerals sectors in general. Many industries, including the mining industry, are impacted by these market conditions. Global financial conditions remain subject to sudden and rapid destabilizations in response to economic shocks. A slowdown in the financial markets or other economic conditions including but not limited to inflation, rising interest rates, tariffs, fuel and energy costs, business conditions, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Company’s growth. Future economic shocks may be precipitated by a number of causes, including a volatility in the price of oil and other commodities, the volatility of metal prices, geopolitical instability (including events such as the wars in UkraineUkraine, Iran and Gaza), terrorism, pandemics, the devaluation and volatility of global stock markets and natural disasters. Any sudden or rapid destabilization of global economic conditions could impact the Company’s ability to obtain equity or debt financing in the future on terms favorable to the Company or at all. In such an event, the Company’s operations and financial condition could be adversely impacted.
Pursuant to the terms of the A&R JV LLCA, the Company and KG Mining are required to jointly fund the operations of the Peak Gold JV in proportion to their respective membership interests in that company. If a member elects not to contribute to an approved program and budget or contributes less than its proportionate membership interest, its percentage membership interest will be reduced. The Company’s ability to contribute funds sufficient to retain its membership interests in the Peak Gold JV may be limited. Operations commenced in July 20242024, which has allowed the Peak Gold JV to operate from the cash flows generated from its operationsoperations, and there are no future anticipated cash calls. If there are any unforeseen cash calls and if the Company elects to not fund a portion of its cash calls to the Peak Gold JV, its membership interest in the Peak Gold JV would be diluted. The Company’s cash needs going forward will primarily relate to exploration of the Contango Properties, repayment of debt and related interest and general and administrative expenses of the Company. OnDuring September 17,fiscal 2024, the Company announcedreceived the receipt of a $19.5 millionthree cash distributiondistributions totaling $40.5 million from the Peak Gold JV relating to production at Manh Choh. TheDuring fiscal 2025, the Company received twofive additional cash distributions totaling $21.0$102.0 million in the fourth quarter of 2024.million. Although there can be no guarantee that the Peak Gold JV will continue to make distributions to the Company, the Company believes that distributions are probable and thatthat, with cash on hand, it will maintain sufficient liquidity to meet its working capital requirements, including repayment obligations of approximately $28.8$4.0 million on the Facility, for the next twelve months from the date of this report. The Company made a repayment of $13.8 million on the Facility in January 2025. Failure to pay current debt obligations will result in an event of default and the Company'sCompany’s debt would be due immediately or callable. The ability of the Company to raise capital or arrange financing in the future will depend, in part, on the prevailing capital market conditions and the mining results achieved at the Manh Choh Project, as well as the market price of metals. The Company cannot be certain that capital or financing will be available to the Company on acceptable terms, if at all. If the Company were unable to fund itsany contributions orunforeseen obligations to the approved programs and budgets for the Peak Gold JV, its membership interest in the Peak Gold JV would be diluted.
The JV Management Committee approved budgets for 2023 and 2024, with cash calls totaling $248.1 million, of which the Company’s share was $74.5 million. In July 2024, the Company had to contribute an unbudgeted additional cash call for $4.1 million. As of December 31, 2024, the Company funded $78.6 million towards the cash calls. In July 2024, the Peak Gold JV commenced processing of the ore at the Fort Knox facility and on July 8, 2024, Manh Choh Project achieved a significant milestone and poured its first gold bar, on schedule. During 2024, the Company received $40.5 million in cash distributions from the Peak Gold JV relating to three campaigns of production at Manh Choh. If the Company elects not to, or is unable to contribute its proportionate share of any potential contributions for approved programs and budgets for the Peak Gold JV, its interest in the Peak Gold JV will be reduced.
Pursuant to the A&R JV LLCA, there is no requirement that Kinross contribute any future amounts to the Peak Gold JV to continue exploration work,exploration, development or operational work and the Company will have limited funds to continue exploration of the Peak Gold JV Property, if Kinross, through KG Mining, fails to contribute additional amounts to the Peak Gold JV.
The A&R JV LLCA contains certain limitations on transferring or encumbering interests in the Peak Gold JVJV, including any transfer that would cause termination of the Peak Gold JV as a partnership for Federal income tax purposespurposes. exceptHowever, none of the restrictions limit the transfer of any capital stock of the Company.
Gold prices have experienced significant increases in recent periods, reaching historically high levels. While elevated gold prices generally improve project economics and increase revenues, they also create risks for the Company. A significant decline in the price of gold may result in the Company having to reassess the feasibility of its projects and could negatively affect the value of the Manh Choh Project and the Company’s securities.
In addition, the Company has entered into gold hedge contracts that limit the Company’s ability to benefit from increases in gold prices above the strike prices of those contracts. These hedges expose the Company to opportunity costs if gold prices remain at or above current elevated levels, and may require the Company to make significant cash payments to settle or unwind these contracts.
The Company’s business plan, which includes drilling and developing the PeakContango Gold JV’sProperties’ exploration prospects, requires substantial capital expenditures. The Company’s ability to raise capital is dependent on many factors, including the status of various capital and industry markets at the time it seeks such capital. Accordingly, the Company cannot be certain that future financing will be available to us on acceptable terms, if at all. In the event additional capital resources are unavailable, the Company may be unable to fund expenditures by the Peak Gold JV for exploration and development activities or be forced to sell all or some portion of its interest in the PeakContango Gold JVProperties in an untimely fashion or on less than favorable terms.
Until recently, the Company and the Peak Gold JV have conducted only exploration activities. The Peak Gold JV commenced mining operations at the Manh Choh Project during the second half of 2024. The Company’s ability to become profitable will be dependent on the receipt of revenues from the extraction of minerals greater than operational expenses. The Company has conducted exploration and development of the Contango Properties at a loss since inception, and it will continue to incur losses unless and until such time as one of the properties enters into commercial production and generates sufficient revenues to fund its continuing operations. The amounts and timing of expenditures will depend on the progress of ongoing exploration, the results of consultants’ analysis and recommendations, the rate at which operating losses are incurred, and other factors, many of which are beyond the Company’s control. Whether any mineral deposits discovered would be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, market prices for the minerals, and governmental regulations.
Although the Lucky Shot Projectand containsJohnson Tract Projects contain indicated and inferred resources, neither itthey nor any of the other Contango Properties have any “proven” reserves, as defined by S-K 1300. Notwithstanding any estimates, evaluations or measurements contained in the Lucky Shot TRS,and Johnson Tract Technical Report Summaries, there can be no assurance that commercially feasible quantities of minerals can be recovered from theeither Luckyof Shotthose Project.projects. Mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive. Unusual or unexpected geologic formations and the inability to obtain suitable or adequate machinery, equipment or labor are inherent risks involved in the conduct of exploration programs. If the Company does not establish proven reserves in such properties, it might be required to curtail or suspend operations, in which case the market value of the Company’s common stock willmay decline, and you might lose all of your investment.decline.
TheSome Peakof Goldthe JVCompany's Propertyassets isare located in the remote regions of Alaska and exploration activitiesthat may belimit limitedactivities by weather and limitedimpact access and existingfor infrastructure.
The Peak Gold JV is focusedactively onmining the explorationManh ofChoh its propertiesdeposit in the State of Alaska. The arctic climate limitsmay manylimit exploration and mining activities during certain seasons. In addition, the remote location of the properties may limit access and increase exploration expense. Higher costs associated with exploration activities and limitation on the annual periods in which the Peak Gold JVCompany can carry on exploration activities might increase the costs and time associated with our planned exploration activities and could negatively affect the value of the Peak Gold JV Property and the Company’s securities.
Concentrating capital investment in the Peak Gold JV Property in the State of Alaska increases exposure to risk.
TheTo date, the Company and the Peak Gold JV havehas focused theirits capital investments in exploring for gold and associated mineral prospects on the Peak Gold JV Property in the State of Alaska. Because of this concentration in a limited geographic area, the success and profitability of our operations may be disproportionately exposed to regional factors relative to competitors that have more geographically dispersed operations.
The Company will primarily rely on the accuracy of the estimates in reports provided to the Company by the Peak Gold JV’s Manager and outside consultants and engineers.
The Company haswill no in-house mineral engineering capability, and therefore willprimarily rely on the accuracy of reports provided to it by the Peak Gold JV’s Manager and independent third-party consultants. If those reports prove to be inaccurate, the Company’s financial reports could have material misstatements. Further, the Company will use the reports of such independent consultants in its financial planning. If the reports prove to be inaccurate, wethe Company may also make misjudgments in its financial planning.
Underground exploration and miningdevelopment operationswork are subject to unique risks.
We are currently conducting exploratory work, and expect to undertake futuredevelopment mining operations,work, at the Lucky Shot and Johnson Tract Properties. Such operationswork involveinvolves underground activities. The exploration for minerals, mine construction and mining operations in an underground mine involve a high level of risk and are often affected by hazards outside of our control. Some of these risks include, but are not limited to, underground fires or floods, fall-of-ground accidents, seismic activity and unexpected geological formations or conditions including noxious fumes or gases, and because of the location, avalanches. The occurrence of one or more of these events in connection with our exploration, mine construction, or production activities may result in the death of, or personal injury to, our employees, other personnel or third parties, the loss of mining equipment, damage to or destruction of mineral properties or production facilities, monetary losses, deferral or unanticipated fluctuations in production, environmental damage and potential legal liabilities, all of which may adversely affect our reputation, business, prospects, results of operations and financial condition.
The Company, through its wholly-owned subsidiaries, Contango Minerals, LSA, and Avidian Alaska, controls the mineral rights to approximately 168,270 acres of State of Alaska unpatented mining claims and upland leases for gold ore exploration, and the Peak Gold JV holds approximately 13,000 acres of State of Alaska unpatented mining claims in addition to the Tetlin Lease (described below).exploration. Unpatented mining claims are unique property interests in that they are subject to the paramount title of the State of Alaska and the rights of third parties to the use of the surface within their boundaries, and are generally considered to be subject to greater title risk than other real property interests. The rights to deposits of minerals lying within the boundaries of the unpatented state claims are subject to Alaska Statues 38.05.185 - 38.05.280, and are governed by Alaska Administrative Code 11 AAC 86.100 - 86.600. The validity of all State of Alaska unpatented mining claims is dependent upon inherent uncertainties and conditions.
The Peak Gold JV leasesconducts approximately 675,000 acres for exploration and developmentoperations pursuant to the Tetlin Lease with the Tetlin Tribal Council. The Company retained title lawyers to conduct a preliminary examination of title to the mineral interest prior to executing the Tetlin Lease. The Peak Gold JV conducted a title examination prior to the assignment of the Tetlin Lease to the Peak Gold JV and performed certain curative title work. In addition, in connection with the assignment of the Tetlin Lease from the Company to the Peak Gold JV, the Company and the Native Village of Tetlin entered into an Estoppel and Agreement and a Stability Agreement, which were approved by the Tetlin Tribal Council and the Native Village of Tetlin members and renewed on September 29, 2020 in connection with the Contango Transactions described in “Item 2 Property Summary” (the “Tetlin Agreements”). The Tetlin Agreements approved the assignment of the Tetlin Lease to the Peak Gold JV and, among other things, confirmed the validity and effectiveness of the Tetlin Lease.
A deficiency in title or claims by a third party may not be curable. It does happen, from time to time, that the title to a property is defective, having been obtained in error from a person who is not the rightful owner of the mineral interest desired. In thesesuch circumstances, the Company or the Peak Gold JV, as applicable, might not be able to proceed with exploration of its properties or might incur costs to remedy a defect. This could result in our not being compensated for our prior expenditures relating to the property. It might also happen, from time to time, thatAlternatively, the Company or the Peak Gold JV might elect to proceed with mining work despite any such deficiency or claim.
The Company will compete with a broad range of mining companies with far greater financial resources and in-house technical expertise than the Company. Most competitors have been operating for a much longer time than the Company. As a result, the Company may not be able to compete effectively with such companies and will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies.
The Company will compete with a broad range of mining companies with far greater resources in their exploration activities. Several mining companies concentrate drilling efforts on one type of mineral and thus may enjoy economies of scale and other efficiencies. However, the Company’s drilling strategies currently include exploring for gold ore and associated minerals. As a result, the Company may not be able to compete effectively with such companies. Most competitors have substantially greater financial resources and in-house technical expertise than the Company. These competitors may be able to evaluate, bid for and purchase a greater number of properties and prospects than the Company can. In addition, most competitors have been operating for a much longer time than the Company has and have substantially larger staffs. Processing of gold and associated minerals requires complex and sophisticated processing technologies. The Company has no experience in the minerals processing industry. Because of the Company’s limited operating history, the Company has limited insight into trends that may emerge and affect its business. The Company may make errors in predicting and reacting to relevant business trends and will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies.
Our success is dependent upon the continued contributions made by our President and Chief Executive Officer, Rick Van Nieuwenhuyse. We rely on his extensive experience in the mining industry when we are developing new products and services. The Company has no “Key Man” insurance to cover the resulting losses in the event that any of our officers or directors should die or resign.
If Mr. Nieuwenhuyse cannot serve the Company or is no longer willing to do so, the Company may not be able to find alternatives in a timely manner or at all. This would likely result in a severe damage to our business operations and would have an adverse material impact on our financial position and operational results. To continue as a viable operation, in such a situation, the Company might have to recruit and train replacement personnel at a higher cost. Additionally, if Mr. Nieuwenhuyse joins our competitors or develops similar businesses that are in competition with the Company or the Peak Gold JV, our business may also be negatively impacted.
Our future success depends on our ability to attract and retain qualified long-term management, administrative, geology, and database management personnel. WeSpecifically, haveour asuccess greatis needdependent forupon qualifiedthe talent,continued butcontributions wemade mayby notour be successful in attracting, hiring, developing,President and retainingChief theExecutive talentOfficer, requiredRick forVan our success.Nieuwenhuyse.
If Mr. Van Nieuwenhuyse cannot serve the Company or is no longer willing to do so, the Company may not be able to find alternatives in a timely manner or at all. This would likely result in a severe damage to our business operations and would have an adverse material impact on our financial position and operational results. To continue as a viable operation, in such a situation, the Company might have to recruit and train replacement personnel at a higher cost. Additionally, if Mr. Van Nieuwenhuyse joins our competitors or develops similar businesses that are in competition with the Company or the Peak Gold JV, our business may also be negatively impacted.
We face risks related to health epidemics and other outbreaks, including the recent spread of COVID-19 or novel coronavirus,outbreaks or fear of such an event.
Our business could be adversely affected by a widespread outbreak of contagious disease, such as the outbreak of the 2019 novel strain of coronavirus, causing a contagious respiratory disease known as COVID-19. If a significant portion of our workforce, or the Peak Gold JV’s workforce becomes unable to work or travel to our operations or the Peak Gold JV’s operations, due to illness or state or federal government restrictions (including travel restrictions and “shelter-in-place” and similar orders restricting certain activities that may be issued or extended by authorities), we, or the Peak Gold JV, may be forced to reduce or suspend operations at one or more properties, which could reduce exploration activities and development projects and impact liquidity and financial results. To the extent future health pandemics adversely affect our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, including, but not limited to, risks related to commodity prices and commodity markets, commodity price fluctuations, our ability to raise additional capital, information systems and cyber security and risks relating to operations, impacts of governmental regulations, availability of infrastructure and employees and challenging global financial conditions.
The proposed arrangement with Dolly Varden Silver Corporation may not be completed on the terms or timeline currently anticipated, or at all, which could adversely affect our business, financial condition, and stock price.
On December 8, 2025, we entered into an arrangement agreement (the “Dolly Varden Arrangement Agreement”) with Dolly Varden Silver Corporation (“Dolly Varden”) to combine our company and Dolly Varden on a merger-of-equals basis (the “Dolly Varden Arrangement”). The completion of the Dolly Varden Arrangement is subject to customary closing conditions, including, among others, the approval of Dolly Varden shareholders, court approval under the Business Corporations Act (British Columbia), the receipt of required regulatory approvals, and the absence of any material adverse change. There can be no assurance that these conditions will be satisfied or waived on a timely basis, or at all. If the Dolly Varden Arrangement is not completed, we may be subject to a number of risks, including:
the diversion of management’s attention from our ongoing business operations during the pendency of the Dolly Varden Arrangement;
the incurrence of significant transaction costs, including legal, accounting, and advisory fees, regardless of whether the Dolly Varden Arrangement is completed;
potential negative reactions from the financial markets, including a decline in the trading price of our common stock; and potential litigation related to the Dolly Varden Arrangement or the failure to complete it.
Any failure to complete the Dolly Varden Arrangement could have a material adverse effect on our business, results of operations, financial condition, and stock price.
We may not realize the anticipated benefits of the proposed arrangement with Dolly Varden, and the integration of the two companies may present significant challenges.
The success of the proposed arrangement with Dolly Varden will depend, in part, on our ability to realize the anticipated benefits from combining the two companies. Achieving these benefits will depend on a number of factors, some of which are beyond our control, including our ability to:
successfully integrate Dolly Varden’s operations, assets, personnel, and corporate culture with our own;
retain key employees of both companies following completion of the Dolly Varden Arrangement;
effectively manage an expanded portfolio of mineral properties, including Dolly Varden’s silver-focused assets located in British Columbia, Canada, which represents a new geographic and commodity focus for our company;
achieve the expected synergies and cost savings from the combination; and maintain existing relationships with joint venture partners, lessors, contractors, suppliers, and other business partners.
The combined company will be renamed “Contango Silver & Gold Inc.” and will be led by a new management team, including officers from both Contango and Dolly Varden. Integration efforts may divert management’s attention from ongoing operations and place significant demands on management, administrative, and operational resources. If we are unable to successfully integrate Dolly Varden’s business or realize the anticipated benefits of the Dolly Varden Arrangement, our business, financial condition, and results of operations could be materially adversely affected.
In addition, upon completion of the Dolly Varden Arrangement, existing Contango shareholders and existing Dolly Varden shareholders will each own approximately 50% of the combined company on a fully diluted in-the-money basis. As a result, current Contango shareholders will have a significantly reduced ownership and voting interest in the combined company compared to their current ownership of the Company.
Management's Discussion & Analysis (MD&A)
New heading “Dolly Varden Acquisition”
New heading “Index Inclusion”
Removed heading “Avidian Alaska Acquisition”
Removed heading “Committee for Safe Communities Complaint”
Removed heading “Village of Dot Lake Complaint”
Largest changes
The Company’s cash needs going forward will primarily relate to exploration of the Contango Properties, repayment of debt and related interest and general and administrative expenses of the Company.see in full comparisonOnInSeptember 17, 2024,2025, the Companyannounced the receipt of a $19.5 million cash distribution from the Peak Gold JV relating to production at Manh Choh. The Companyreceivedtwo additionalcash distributions totaling$21.0$102.0million in the fourth quarter of 2024.million. Although there can be no guarantee that the Peak Gold JV will continue to make distributions to the Company, the Company believes that distributions are probable and that it will maintain sufficient liquidity to meet its working capital requirements, including repayment obligations of approximately$24.7$4.0 million on theFacility,Facilityasandamended,delivery into its hedge contracts, for the next twelve months from the date of this report.The Company made a repayment of $13.8 million on the Facility in January 2025. Failure to pay current debt obligations will result in an event of default and the Company's debt would be due immediately or callable (See Note 14).
“In addition to the approval of the Court and the Dolly Varden and Contango stockholders, the Arrangement is subject to the receipt of applicable regulatory and exchange approvals (including approval of the NYSE American and TSXV), and the satisfaction of certain other closing conditions customary for a transaction of this nature. Subject to the satisfaction of such conditions, the Arrangement is expected to close in the first quarter of 2026. …”see in full comparison
“On October 20, 2023, the Committee for Safe Communities, an Alaskan non-profit corporation inclusive of this same group of objectors and formed for the purpose of opposing the project, filed suit in the Superior Court in Fairbanks, Alaska against the State of Alaska Department of Transportation and Public Facilities ("DOT"). The Complaint seeks injunctive relief against the DOT with respect to its oversight of the Peak Gold JV's ore haul plan. …”see in full comparison
Full comparison: every changed paragraph (76)
The Company engages in exploration for gold, silver, and copper ores in Alaska. The Company’s largest asset is a 30.0%30% membership interest in the Peak Gold JV, which leases approximately 675,000 acres from the Tetlin Tribal Council and owns approximately 13,000 State of Alaska mining claims for exploration and development through its wholly-owned subsidiary, CORE Alaska. The Company’s wholly-owned subsidiary, Contango Minerals, controls 100% interest in the mineral rights to approximately 84,580 acres of State of Alaska mining claims located north and northwest of the Manh Choh Project. The Company is actively working to acquire additional properties in Alaska for exploration. The acquisitions may include leases or similar rights from Alaska Native corporations or may include filing Federal or State of Alaska mining claims by staking claims for exploration.
In July 2024, the Peak Gold JV commenced ore mining at the Manh Choh Project and processing of the ore at the Fort Knox mill. On July 8, 2024, Manh Choh Project achieved a significant milestone and poured its first gold bar, on schedule. During 2024, the Company received $40.5 million in cash distributions from the Peak Gold JV relating to the production at Manh Choh. During 2025, the Company received $102.0 million in cash distributions from the Peak Gold JV relating to the production at Manh Choh. The Peak Gold JV believes that Manh Choh will be mined over approximately five years.
At Contango’s 30% owned Manh Choh Project, of which Kinross is the operator, construction is complete and mining activities are well underway including the commencement of ore mining and stockpiling along with the transportation of ore to the Fort Knox mill, where it is being processed. In July 2024, the Peak Gold JV commenced processing of the ore at the Fort Knox facility and on July 8, 2024, Manh Choh Project achieved a significant milestone and poured its first gold bar, on schedule. During 2024, the Company received $40.5 million in cash distributions from the Peak Gold JV relating to three campaigns of production at Manh Choh. During the third and fourth quarters of 2024, ore transportation ramped up to planned volumes, with full commissioning of modifications at the Fort Knox facility completed. The Manh Choh Project exceeded planned production for the year. The Peak Gold JV believes that Manh Choh will be mined over approximately five years. The Company has secured funding through debt arrangements to fund the capital requirements towards the Peak Gold JV. In addition, the Manh Choh Project is in operations with no anticipated future cash calls. The Peak Gold JV is currently generating revenue from mineral sales from the Manh Choh Project and making cash distributions to the Company. If the Company’s properties or the Manh Choh Project fails to contain any proven reserves, the Company’s ability to generate future revenue, and the Company’s results of operations and financial position, would be materially adversely affected. Other potential sources of cash, or relief of demand for cash, include external debt, the sale of shares of the Company’s stock, joint ventures, or alternative methods such as mergers or sale of our assets. No assurances can be given, however, that the Company will be able to obtain any of these potential sources of cash. The Company will need to generate significant revenues to achieve profitability and the Company may never do so.
Dolly Varden Acquisition
Dolly Varden Silver Corporation (“Dolly Varden”) was amalgamated under the Business Corporations Act (British Columbia) on January 30, 2012. Dolly Varden’s primary activity is the acquisition and exploration of mineral properties in Canada.
Dolly Varden is a mineral exploration company focused on exploration and advancing its 100% owned Kitsault Valley project (the “Kitsault Valley Project”), which includes the Dolly Varden property and the Homestake Ridge property located in the Golden Triangle of British Columbia, Canada, 25 kilometers (“km”) by road to tide water. The 163-square km Kitsault Valley Project hosts the high-grade silver and gold resources of Dolly Varden and Homestake Ridge along with the past-producing Dolly Varden and Torbrit silver mines.
In addition to the Kitsault Valley Project, Dolly Varden has consolidated a land package of six other properties in the same region as the Kitsault Valley Project. These six properties have historically been explored for gold, copper, silver, lead and zinc. Including the Kitsault Valley Project and the recent acquisitions, Dolly Varden now holds a combined area of 100,000 hectares within the region.
On December 8, 2025, Contango and Dolly Varden entered into the Arrangement Agreement in respect of the Arrangement. Under the terms of the Arrangement Agreement, Contango will acquire all of the issued and outstanding Dolly Varden Shares at the Exchange Ratio. The estimated fair value of the shares to be issued based on information available as of December 8, 2025 is $397.5 million.
Immediately prior to Closing, all Dolly Varden RSUs will vest and be settled for Dolly Varden Shares. Pursuant to the Arrangement, all outstanding Dolly Varden Options will be exchanged for stock options to acquire Contango Shares, adjusted to reflect the Exchange Ratio. Eligible Canadian stockholders of Dolly Varden will be able to elect to receive exchangeable shares in a Canadian subsidiary of Contango, which will be exchangeable into Contango Shares, instead of the Contango Shares to which they would otherwise be entitled.
Upon completion of the Arrangement, existing Contango Stockholders and former Dolly Varden Shareholders will own approximately 50.001% and 49.999% each of the combined company, respectively, using the fully diluted in-the-money treasury-stock-method (based on the number of Dolly Varden and Contango securities outstanding as of the date of the Arrangement Agreement).
The Arrangement will be effected pursuant to a court-approved plan of arrangement under the BCBCA and will require approval by (i) the Court, (ii) 66 2/3% of the votes cast by Dolly Varden Shareholders at a special meeting of Dolly Varden Shareholders expected to be held in the first quarter of 2026, and (iii) the affirmative vote of a majority of the Contango Shares present in person or by proxy at the special meeting of Contango Stockholders, expected to be held in the first quarter of 2026, and entitled to vote thereon.
In addition to the approval of the Court and the Dolly Varden and Contango stockholders, the Arrangement is subject to the receipt of applicable regulatory and exchange approvals (including approval of the NYSE American and TSXV), and the satisfaction of certain other closing conditions customary for a transaction of this nature. Subject to the satisfaction of such conditions, the Arrangement is expected to close in the first quarter of 2026. The Arrangement Agreement includes customary deal protections, including reciprocal fiduciary-out provisions, non-solicitation covenants and the right to match any superior proposals. A reciprocal Termination Fee in the amount of $15 million is payable by either party in certain circumstances as set out in the Arrangement Agreement.
As of December 31, 2025, the Company has accrued and capitalized $2.2 million in connection to transaction costs that are direct and incremental costs to the Arrangement.
During 2025, the Peak Gold JV (on a 100% basis) processed 1,069,000 tons of ore with an average grade of 0.20 oz per ton and containing approximately 216,800 oz of gold. Gold recovery averaged 93%, resulting in approximately 198,500 oz of recovered gold, of which Contango’s 30% share amounts to approximately 59,500 oz of gold. During 2025, 57,800 oz of gold and 57,315 ounces of silver were delivered to Contango and sold.
The Peak Gold JV has commenced mining operations at the Manh Choh Project and processing of ore at the Fort Knox milling complex located approximately 240 miles away in Fairbanks, Alaska. On July 8, 2024, Manh Choh achieved a significant milestone and poured its first gold bar, on schedule. On September 9, 2024, the Company announced the start of a second campaign of gold production from the Manh Choh.
During 2024, the Company received $40.5 million in cash distributions from the Peak Gold JV relating to three campaigns of production at Manh Choh. During the third and fourth quarters of 2024, ore transportation ramped up to planned volumes, with full commissioning of modifications at the Fort Knox facility completed. The Manh Choh Project exceeded planned production for the year, producing 41,325 ounces of gold for Contango’s share. Cash costs on a by-product basis per ounce were $1,209, with $250,000 of sustaining capital and reclamation costs during the year. The Peak Gold JV expects that Manh Choh will be mined over approximately five years.
The Peak Gold JV management committee approved budgets for 2023 and 2024, with cash calls totaling approximately to $248.1 million, of which the Company’s share was approximately $74.5 million. In July 2024, the Company had to contribute an unbudgeted additional cash call for $4.1 million. However, the Company does not anticipate any further cash calls. As of December 31, 2024, the Company has funded $78.6 million of cash calls for the Peak Gold JV.
2026 and 2027 Production Guidance
The Company’s share of gold production from the Manh Choh mine is estimated to range from 40,000 to 45,000 oz of gold for the fiscal year 2026, with cash costs estimated to range from $1,900 to $2,000 per oz of gold sold, and 75,000 to 80,000 oz of gold production for the fiscal year 2027, with cash costs estimated to range from $1,200 to $1,300 per oz of gold sold. Higher estimated fiscal year 2026 cash costs are the result of lower gold production in 2026, larger royalty payments due to the increasing gold price and, to a lesser degree, higher costs associated with wages and consumables. Given the ongoing conflict in Iran and resulting volatility in global energy markets, forecast fuel prices could move either higher or lower relative to 2025, and current conditions make the direction of change uncertain.
The current gold market is creating exciting opportunities for the Company. While the Company is seeing a slight rise in labor and royalty costs, driven largely by higher gold prices, the overall financial picture is strong:
Cash Distributions: The Company anticipates robust distributions from the Peak Gold JV, projected to range between $48 million to $54 million in fiscal year 2026 and rising to a range of $165 million to $175 million in fiscal year 2027 (based on a $3,700/oz gold price assumption).
Becoming Debt-Free and Hedge-Free: Contango is scheduled to deliver 11,000 oz of gold into its hedge contracts in fiscal year 2026, representing approximately 25% of fiscal year 2026 gold production and to deliver 15,000 oz of gold into hedge contracts in fiscal year 2027, representing approximately 19% of production in FY 2027. The Company plans to become fully unhedged in fiscal year 2026 by early delivering the remaining 15,000 oz by the end of fiscal year 2026. In addition, the Company is scheduled to completely pay off its Credit Facility by early 2027.
Gold Production Guidance (Estimates)
Certain numbers have been rounded for presentation purposes.
Based on current assumptions, including gold price of $3,700 per oz and current operating costs being achieved.
On February 12, 2026, the Company paid $46.4 million to settle gold hedge contracts for 15,446 ounces with an average strike price of $2,025 per ounce with maturities ranging between March and September 2026. This transaction resulted in a reduction of the 2026 hedges balance to 11,000 ounces.
Cash Cost on a By-Product Basis and All-In Sustaining Costs on a By-Product Basis (non-GAAP Measure) Cash Cost on a By-product Basis includes all direct and indirect operating cash costs related directly to the physical activities of producing gold, including mining, processing and other plant costs, third-party refining expense, on-site general and administrative costs, royalties and mining production taxes. The value of silver sold is deducted from the total production cost of sales as it is considered residual production, i.e. a by‐product.
AISC on a By-product Basis includes reclamation, sustaining capital, exploration and joint venture partner operator management costs.
During 2025, the Company continued with ongoing work to permit the underground exploration drift along with baseline environmental and engineering work to support permitting a road and barge landing facility within the Transportation and Port Easements granted to Cook Inlet Regional Inc. (CIRI) the underlying land owner. Field crews started work in July 2025 and finalized the field program in mid-October.
In May of 2025, the Company completed a Technical Report Summary (“TRS”) on the Johnson Tract Project. The TRS summarizes the results of an Initial Assessment (“IA”) as of May 12, 2025 of the potential viability for a seven-year life of mine (“LOM”), underground mining operation, utilizing the same direct ship ore (“DSO”) approach as the Manh Choh mine.
IA HIGHLIGHTS:
Pre-tax net present value discounted at 5% (“NPV5”) of $359.0 million Pre-tax Internal Rate of Return (“IRR”) of 37.4% Post-tax NPV5 of $224.5 million with a post-tax IRR of 30.2% Seven-year LOM LOM annual average production of 102,258 gold equivalent ounces (“GEO”) at 7.58 grams per tonne (“g/t”) Initial capital costs of $213.6 million, including $36 million for contingency costs Sustaining capital costs of $61.3 million, including $12.3 million for contingency costs All-in sustaining Costs (“AISC”) estimated at $860 per GEO sold Non-discounted payback period 1.3 years
On May 1, 2024, the Company entered into a definitive arrangement agreement (the “Arrangement Agreement”) by and among the Company, Contango Mining Canada and HighGold, pursuant to which the Company acquired 100% of the outstanding equity interests of HighGold (the “HighGold Acquisition”) by way of a court approved plan of arrangement under the Business Corporations Act (British Columbia). The HighGold Acquisition, which was approved by HighGold shareholders at HighGold’s special meeting held on June 27, 2024, was subsequently approved by the Supreme Court of British Columbia on July 2, 2024.
On July 10, 2024, the Company completed the HighGold Acquisition and, as contemplated by the Arrangement Agreement, each HighGold share of common stock was exchanged for 0.019 shares of Contango common stock, par value $0.01 per share (the “common stock”). HighGold options were also exchanged, directly or indirectly, for Contango shares of common stock, based on the fair market value of the HighGold options prior to the closing date. Upon closing of the HighGold Acquisition, the Company issued an aggregate of 1,698,887 shares of Contango common stock, with a value of approximately $33.4 million, to HighGold shareholders in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 3(a)(10) of the Securities Act. Such exemption was based on the final order of the Supreme Court of British Columbia issued on July 2, 2024, approving the Acquisition following a hearing by the court which considered, among other things, the fairness of the Acquisition to the persons affected. Upon completion of the Acquisition, existing Contango shareholders own approximately 85.9% and HighGold shareholders own approximately 14.1% of the combined company.
On July 30, 2024, the Company commenced a surface drilling campaign at the Johnson Tract property, which was expected to last approximately three months. The 2024 surface exploration drilling targets 3,000 meters (approximately 9,850 ft) across 20 drill holes and is designed to in-fill the upper one-third of the near vertical resource. In parallel with the in-fill drilling, selected holes will undergo hydrological testing and monitoring to characterize the overall surficial and deposit hydrology and water quality. In addition to assaying the core, selected drill core will undergo advanced metallurgical, geochemical, and specific gravity tests to assist in building a geometallurgical model for the deposit. On September 9, 2024, the Company announced that it had completed approximately 1,500 meters (5,000 ft.) of the planned 2024 surface drilling program at the Johnson Tract project, which remains on budget and schedule.
In November 2025, the Company mobilized a drill rig at the Lucky Shot mine site to commence the first phase of a 15,000-meter underground in-fill drilling program. The Company started reporting assay results in the first quarter of 2026. This work, along with detailed engineering, hydrology and geotechnical work will form the basis for a feasibility level mine and transportation plan for Lucky Shot, with an objective of targeting to produce 40,000 to 50,000 ounces of gold per year using the Direct Shipping Ore (DSO) approach, assuming positive exploration success. The Company expects to complete the feasibility study in the first half of 2027 and make a production decision in 2027.
The Lucky Shot project remains in care and maintenance.
Avidian Alaska Acquisition
On May 1, 2024, the Company entered into a stock purchase agreement with Avidian Gold Corp. (“Avidian”) pursuant to which the Company agreed to purchase Avidian’s 100% owned Alaskan subsidiary, Avidian Gold Alaska Inc., for initial consideration of $2,400,000, with a contingent payment for up to $1,000,000 (the “Avidian Alaska Acquisition”).
On August 6, 2024, the Company completed the Avidian Alaska Acquisition. As contemplated by the stock purchase agreement entered into with Avidian, the initial purchase price of $2,063,539 consisted of (i) $400,000 in cash (the “Cash Consideration”) and (ii) $1,663,539 in shares of Contango common stock, with $207,945 of such shares withheld at closing and to be paid only upon settlement of a withholding contingency (the “Equity Consideration”). The Cash Consideration shall be paid in the following tranches: (i) a deposit of $50,000 (paid), (ii) $150,000 to be paid upon settlement of a withholding contingency and (iii) $200,000 to be paid on or before the six-month anniversary of the transaction closing date. The number of shares of common stock constituting the Equity Consideration, which were issued or will be issued in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act, was determined based on Contango’s 10-day VWAP on the NYSE American immediately prior to the closing date.
On September 25, 2025, the Company sold 1,975,000 shares of common stock and pre-funded warrants to purchase up to 525,000 shares of common stock at an offering price of $20.00 per share and $19.99 per pre-funded warrant and received gross proceeds of $50.0 million before deducting underwriting discounts and offering expenses of $3.0 million. The offering price of the pre-funded warrant equaled the public offering price per share of the common stock less the $0.01 per share exercise price of each pre-funded warrant. The September offering was made pursuant to the Company’s effective shelf registration statement on Form S-3.
On February 12, 2026, the Company entered into an underwriting agreement with Canaccord Genuity LLC as representative of the several underwriters named therein, relating to an underwritten public offering to two institutional investors of (i) 1,678,206 shares of the Company’s common stock, $0.01 par value, at a public offering price of $24.96 per share and (ii) a pre-funded warrant to purchase up to 325,000 shares of the Company’s common stock at a purchase price of $24.95 per share with an exercise price of $0.01 per share. The Company received approximately $47.2 million in net proceeds after deducting underwriting discounts and commissions.
As of December 31, 2025, no pre-funded warrants had been exercised.
Index Inclusion
On September 15, 2025, the Company announced that it has been added to the Global Junior Gold Miners Index ("GDXJ"), effective at market close on September 19, 2025, pursuant to the GDXJ's semi-annual review and quarterly rebalance.
On June 12, 2024, the Company completed the issuance of 731,750 units at a price of $20.50 per unit (the “July 2024 Units”) for aggregate gross proceeds of $15,000,875. Each July 2024 Unit consisted of one share of the Company’s common stock and one-half of one warrant to purchase one share of common stock (each whole common share purchase warrant, a “July 2024 Warrant”). Each July 2024 Warrant is exercisable to purchase one share of common stock at an exercise price of $26.00 per warrant for a period of 36 months.
Committee for Safe Communities Complaint
On October 20, 2023, the Committee for Safe Communities, an Alaskan non-profit corporation inclusive of this same group of objectors and formed for the purpose of opposing the project, filed suit in the Superior Court in Fairbanks, Alaska against the State of Alaska Department of Transportation and Public Facilities ("DOT"). The Complaint seeks injunctive relief against the DOT with respect to its oversight of the Peak Gold JV's ore haul plan. The Complaint alleges that the DOT has approved a haul route and trucking plan that violates DOT regulations, DOT's actions have created an unreasonable risk to public safety constituting an attractive public nuisance, and DOT has aided and abetted the offense of negligent driving. On November 2, 2023, the plaintiff filed a motion for a preliminary injunction against the DOT and sought expedited consideration of its motion. If granted, the motion could impact the Peak Gold JV's ore haul plans. On November 9, 2023, the Court denied the plaintiff's motion for expedited consideration. On November 15, 2023, the Court granted the Peak Gold JV's motion to intervene. On January 15, 2024, the Peak Gold JV and DOT jointly moved for judgment on the pleadings and to stay all discovery. On May 14, 2024, the Court issued an Order denying the plaintiff's motion for preliminary injunction and staying discovery. On June 24, 2024, the Court issued an Order granting judgment on the pleadings as to three of the four claims for relief alleged in the Complaint and denying relief as to the claim for public nuisance. The Order further lifted the stay of discovery. On July 3, 2024, the DOT filed motion for reconsideration as to the Court's Order on the motion for judgment on the pleadings, which the Peak Gold JV joined. On September 13, 2024, the Court entered an Order denying this motion. The case is set for trial on August 11, 2025.
Village of Dot Lake Complaint
On July 1, 2024, the Village of Dot Lake, a federally recognized Indian Tribe, located approximately 50 miles from the Manh Choh mine on the ore haul route along the Alaska Highway ("Dot Lake"), filed a Complaint in the U.S. District Court for the District of Alaska against U.S. Army Corps of Engineers (the "Corps") and Lt. General Scott A. Spellmon, in his official capacity as Chief of Engineers and Commanding General of the Corps. The Complaint seeks declaratory and injunctive relief based on the Corps' alleged failure to consult with Dot Lake and to undertake an adequate environmental review with respect to the Corps' issuance in September 2022 of a wetlands disturbance permit in connection with the overall permitting of the Manh Choh mine as to approximately 5 acres of wetlands located on Tetlin Village land. Peak Gold is not named as a defendant in the Complaint and, on August 20, 2024, the Peak Gold JV moved to intervene in the action, which Dot Lake has opposed. On October 10, 2024, the Court granted intervention to the Peak Gold JV. On October 18, 2024, Peak Gold joined the partial motion to dismiss that the Corps filed on August 23, 2024, which motion remains pending.
Claim Rentals Expense. Claim rental expense primarily consists of State of Alaska rental payments and annual labor payments. The Company recognized claim rental expense of $0.6 million for the fiscal year ended December 31, 2024 compared to $0.3 million for the six months ended December 31, 2023 and $0.5 million for the fiscal year ended June 30, 2023. Claim rental expense has remained consistent with a slight increase in the second half of 2024 as a result of the acquisitions of HighGold and Avidian Alaska.
Exploration Expense. Exploration expense for the fiscal year ended December 31, 20242025 was $4.1$5.8 million, compared to $1.8 million for the six months ended December 31, 2023 and $7.9$4.1 million for the fiscal year ended JuneDecember 30,31, 2023.2024. The current period expense primarily relates to the permitting process for the underground exploration drift; baseline environmental work at the Johnson Tract Project, and the first phase of a 15,000 meter underground in-fill drilling program on the Lucky Shot Property. The exploration expense for the fiscal year ended December 31, 2024 related to 3,000 meter surface drilling exploration program at the Johnson Tract Property. The exploration expense for fiscal year ended June 30, 2023 related to exploration activities on the Lucky Shot Property.
General and Administrative Expense. General and administrative expense for the fiscal year ended December 31, 20242025 was $10.6$13.1 million compared to $6.8$10.6 million for the sixfiscal monthsyear ended December 31, 2023 and $9.1 million for fiscal year ended June 30, 2023.2024. The Company’s general and administrative expense primarily relates to professional fees, payroll and benefit related fees, insurance, severance costs, and stock-based compensation expense. The stock-based compensation expense for the fiscal year ended December 31, 20242025 was $2.6$3.4 million compared to $1.6$2.6 million for six months ended December 31, 2023 and $2.9 million for the fiscal year ended June 30, 2023. The increase in general administrative expense for the fiscal year ended December 31, 20242024. comparedThe toincrease thein fiscalgeneral yearadministrative endedexpense Juneis 30,mainly 2023driven primarilyby relatesexpenditures to the surety bond insurance requirementscarried for the Manh Choh Projectmarketing and theinvestor acquisitionrelations, oflegal HighGold.costs and professional fees, salaries and benefits and stock-based compensation.
Income from Equity Investment in the Peak Gold JV. The income from the Company’s equity investment in the Peak Gold JV for the fiscal year ended December 31, 2025 was $88.6 million, compared to $41.7 million for the fiscal year ended December 31, 2024. The Manh Choh Project commenced production in July 2024.
Interest Expense. For the fiscal year ended December 31, 2025, interest expense was $7.6 million related to the Company’s Facility and the Queen’s Road Capital Investment, Ltd. Debenture (the “Debenture”). Interest expense for the fiscal year ended December 31, 2024 was $11.7 million. The interest expense decreased in fiscal year ended December 31, 2025 compared to the prior period due to the decrease in overall debt balance. During the fiscal year ended December 31, 2025, the Company made $37.5 million in principal repayments on the Facility. During the fiscal year ended December 31, 2024, the Company made $7.9 million in principal repayments on the Facility. See Note 14 - Debt.
Income/(Loss) from Equity Investment in the Peak Gold JV. The income from the Company’s equity investment in the Peak Gold JV for the fiscal year ended December 31, 2024 was $41.7 million, compared to a loss of $6.3 million for the six months ended December 31, 2023 and a loss of $21.1 million for fiscal year ended June 30, 2023. The Peak Gold JV commenced production of Manh Choh ore at the Fort Knox milling facility in July 2024, which was the main factor in generating income in the 2024 period. Pursuant to the terms of the A&R JV LLCA, the Company and KG Mining are required to jointly fund the joint venture operations in proportion to their membership interests in the Peak Gold JV to avoid dilution. The Company invested $31.3 million in the Peak Gold JV during fiscal year ended December 31, 2024, $34.4 million during the six month period ended December 31, 2023 and $21.1 million during fiscal year ended June 30, 2023. The Peak Gold JV issued cash distributions of $40.5 million for the fiscal year ended December 31, 2024. No cash distributions were made in 2023.
Interest Expense. On May 17, 2023, the Company entered into a credit and guarantee agreement for a senior secured loan facility for up to $70 million (the "Credit Agreement"). On April 26, 2022, the Company closed on a $20,000,000 unsecured convertible debenture to Queens Road Capital Investment, Limited. In connection with the closing of the Credit Agreement, the Company entered into an amendment to the convertible debenture that raised the stated interest rate from 8% to 9%. The debenture currently bears interest at 9% per annum, payable quarterly, with 7% paid in cash and 2% paid in shares of common stock of the Company (See Note 15 to our Consolidated Financial Statements for discussion on both debt arrangements). For the fiscal year ended December 31, 2024, the interest expense was $11.7 million related to the Company’s cumulative $60.0 million draw-down on the Facility and the Queen's Road Capital Investment, Ltd. Debenture (the "Debenture"). The interest expense for the six months ended December 31, 2023 was $2.4 million and $2.0 million for the fiscal year ended June 30, 2023.The interest expense increased in fiscal year ended December 31, 2024 compared to prior periods due to the increase in overall debt balance. During the fiscal year ended December 31, 2024, the Company made $7.9 million in principal repayments on the Facility. No principal repayments were made in the prior years. See Note 14 - Debt.
Gain on Metal Sales. For the fiscal year ended December 31, 2025 and 2024, the gain on metal sales was $5.3 million and $1.2 millionmillion, respectively. This related to excess ounces of gold that were purchased from the Peak Gold JV that were not delivered into the hedges and sold to the derivative counterparties. ThereDuring the fiscal year ended December 31, 2025, a total of 57,828 ounces were nosold metalwith salesan average spot price of $3,400 compared to 19,664 ounces with an average spot price of $2,566 for the priorfiscal comparativeyear periods.ended December 31, 2024.
Loss on Derivative Contracts. Loss on derivative contracts for the fiscal year ended December 31, 2025 was comprised of unrealized and realized loss of $46.0 million and $63.1 million, respectively, compared to $34.3 million and $19.9 million, respectively, for the fiscal year ended December 31, 2024. The variance was generated from the valuation of the derivative contracts which was affected by the increase of the spot price on sales realized in the period and the corresponding impact in the forward curves used to value and the derivative contracts outstanding at the end of the year. The Company delivered 43,739 gold ounces into the derivative contracts for the fiscal year ended December 31, 2025 while delivering 37,861 gold ounces into the derivative contracts for the fiscal year ended December 31, 2024.
Interest and Other Income. For the fiscal year ended December 31, 2025 and 2024, interest and other income was $1.8 million and $0.5 million, respectively. The overall increase during the fiscal year ended December 31, 2025 is due to the excess cash generated from financings that was invested in money market funds.
What changed in the latest 10-Q
Risk Factors
There have been no material changes in our risk factors from those described in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Such risks are not the only risks the Company faces. You should carefully consider the risks discussed in our Annual Report on Form 10-K for the year ended December 31, 2025, under the headings “Item 1. Business — Adverse Climate Conditions,” “—Competition,” “— Government Regulation” and “Item 2. Properties—Environmental Regulation and Permitting,” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” which risks could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. An investment in the Company is subject to risks inherent in our business and involves a high degree of risk. The trading price of the shares of the Company is affected by the performance of our business relative to, among other things, competition, market conditions and general economic and industry conditions. The value of an investment in the Company may decrease, resulting in a loss.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025”
Removed heading “Cook Inletkeeper, Chickaloon Village Traditional Counsel, Center for Biological Diversity.”
Largest changes
“Cook Inletkeeper, Chickaloon Village Traditional Counsel, Center for Biological Diversity.”see in full comparison
“Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025”see in full comparison
“On September 10, 2024, the Corps issued to Johnson Tract Mining Inc, (a wholly owned subsidiary of the Company) a permit under Section 404 of the Clean Water Act to construct an access road and improve an existing air strip on the south parcel of the Johnson Tract project. On May 20, 2025, Cook Inletkeeper, Chickaloon Village Traditional Council, Center for Biological Diversity, and an individual plaintiff filed suit in the United States District Court for the District of Alaska against the Corps and related officials, challenging the Corps’ issuance of the Section 404 permit. …”see in full comparison
“Claim Rental Expense. Claim rental expense primarily consists of State of Alaska and Kitsault rental payments and costs incurred to record annual labor documents. For the six months ended June 30, 2026 and 2025, claim rental expense was $0.3 million and $0.2 million, respectively.”see in full comparison
“Beyond the next twelve months, the Company’s material cash requirements include (i) the repayment at maturity of the $20.0 million unsecured convertible debenture held by Queen’s Road Capital Investment, Ltd., which matures on May 26, 2028 (see Note 13 - Debt), and (ii) principal repayments totaling $10.0 million under the secured promissory note entered into in connection with the Lucky Shot Property acquisition, with $2.0 million due on each of the second and third anniversaries of the July 1, 2026 closing date and the remaining principal balance due on the fourth anniversary (see Note 20 - …”see in full comparison
“Gain/(Loss) on Derivative Contracts. The $8.7 million loss on derivative contracts for the six months ended June 30, 2026 consisted of an unrealized gain of $42.2 million and a realized loss of $50.9 million. This compares to a $53.3 million loss on derivative contracts consisting of an unrealized loss of $42.6 million and a realized loss of $10.7 million for the six months ended June 30, 2025. …”see in full comparison
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Availability and ability to raise capital to fund capital expenditures and repayment of indebtedness;
Ability to realize the anticipated benefits of the Dolly Varden merger;
Disruption from the Dolly Varden merger and transition of Dolly Varden’s management to the Company, including as it relates to maintenance of business and operational relationships;
Ability to consummate and realize the anticipated benefits of strategic transactionstransactions, including the Dolly Varden merger;
Transition of Dolly Varden’s management to the Company, including as it relates to maintenance of business and operational relationships;
On December 7, 2025, Contango and Dolly Varden entered into the Arrangement AgreementAgreement, which was subsequently amended on February 11, 2026. Pursuant to the Arrangement Agreement, Contango agreed to acquire all of the issued and outstanding common shares of Dolly Varden in exchange for Contango common shares at an Exchange Ratio of 0.1652 Contango shares for each Dolly Varden share.
In July 2024, the Peak Gold JV commenced processing ore at the Fort Knox facility and on July 8, 2024, the Manh Choh Project achieved a significant milestone and poured its first gold bar, on schedule. In 2024, the Company received $40.5 million in cash distributions from the Peak Gold JV relating to production at Manh Choh, followed by $102.0 million received during 2025. During the first quarterand second quarters of 2026, the Company received $9.0 million in cash distributions from the Peak Gold JV.JV, for each quarter, respectively, resulting in $18.0 million in total cash distributions relating to production at Manh Choh during 2026.
During the first quarter of 2026, the Peak Gold JV (on a 100% basis) processed 187,479 tons of ore with an average grade of 0.125 ounces (“oz”) per ton andton, containing approximately 23,435 oz of gold. Gold recovery averaged 88.5%, resulting in approximately 20,600 oz of recovered gold, of which Contango’s 30% share amounted to 6,187 oz of gold. During the first quarter of 2026, a total of 8,012 oz of gold and 15,042 oz of silver were delivered to Contango and sold.
During the second quarter of 2026, the Peak Gold JV (on a 100% basis) processed 253,494 tons of ore with an average grade of 0.145 ounces (“oz”) per ton, containing approximately 36,760 oz of gold. Gold recovery averaged 80.4%, resulting in approximately 29,500 oz of recovered gold, of which Contango’s 30% share amounted to 8,866 oz of gold. During the second quarter of 2026, a total of 8,627 oz of gold and 10,319 oz of silver were delivered to Contango and sold.
During the firstsecond quarter of 2026, activities at the Johnson Tract Project focused on planning, resourcing, permitting coordination, and logistical preparations in support of the Company’s planned 2026 field program. On December 1, 2025, the Johnson Tract Critical Metals Project was posted to the Federal Permitting Dashboard as a covered project under Title 41 of the Fixing America’s Surface Transportation Act, commonly referred to as FAST-41. The Federal Permitting Improvement Steering Council announced the project’s FAST-41 coverage on December 2, 2025. The U.S. Army Corps of Engineers ("Corps") is identified as the lead federal permitting agency for the project.
During the firstsecond quarter of 2026, the Company advanced planning activities for the proposed 2026 field season, including solicitation and review of bids for road construction and helicopter support associated with planned access improvements between the Johnson Tract camp and the proposed portal site. These activities are intended to support the Company’s operational timeline and continued advancement of the project through the permitting and development planning process.
In June 2026, the Company compiled final assay results from the initial phase of the drilling program. The final assay results include several significant gold intercepts from the Lucky Shot vein system, highlighted by 0.17 meters grading 972.10 grams per tonne (“g/t”) gold (“Au”) in drill hole LSU26091. The intercept encountered the L1d Vein and included visible gold observed during core logging. Underground exploration development work has re-commenced at Lucky Shot, with our contract miner, GMS Mine Repair & Maintenance, Inc. (“GMS”) mobilized to site and currently advancing exploration access and future underground drill platforms.
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. 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.
Following completion of aA new mineral resource estimate ("MRE") is expected byin the end of the secondthird quarter of 2026,2026. aA 40,000 meter surface drilling program is expected to beginstarted in June.June, with over 14,000 meters completed through June 30, 2026. The planned $25 million campaign aims to infill known mineral resources at Homestake, Wolf, Dolly Varden, North Star and Torbrit, while testing high-priority exploration targets across the Company’s wider holdings in the southern corner of the Golden Triangle. Following the 2026 drill programprogram, thisthe yearCompany willis beplanning the formulation of a preliminary development plan in the form of an Initial Assessment ("IA") for the Kitsault Valley assets.assets, planned for the second quarter of 2027.
Cook Inletkeeper, Chickaloon Village Traditional Counsel, Center for Biological Diversity.
On September 10, 2024, the Corps issued to Johnson Tract Mining Inc, (a wholly owned subsidiary of the Company) a permit under Section 404 of the Clean Water Act to construct an access road and improve an existing air strip on the south parcel of the Johnson Tract project. On May 20, 2025, Cook Inletkeeper, Chickaloon Village Traditional Council, Center for Biological Diversity, and an individual plaintiff filed suit in the United States District Court for the District of Alaska against the Corps and related officials, challenging the Corps’ issuance of the Section 404 permit. The plaintiffs seek to vacate the section 404 permit issued and halt mineral exploration on the lands. The complaint alleges that the Corps Environmental Assessment for the Section 404 permit failed to adequately analyze the potential for acid rock drainage and contaminants leaching into the Johnson River and Cook Inlet and the harmful effects of the project on beluga whales at the Cook Inlet. In July 2025, the Company filed a motion to intervene as a defendant in the lawsuit to protect its legal rights under the Section 404 permit, its significant investment in the Johnson Tract, and its mineral exploration lease with CIRI. The Alaska District Court has not issued any rulings or relief and the permit in question is still active and in good standing. We believe unfavorable outcome to us is not probable.
Partnering with strategic industry participants to expand future exploration work. As of October 1, 2020, in conjunction with the Kinross Transactions and the signing of the A&R JV LLCA, KG Mining became the manager of the Peak Gold JV (the “Manager”).
Partnering with strategic industry participants to expand future exploration work. As of October 1, 2020, in conjunction with the Kinross Transactions and the signing of the A&R JV LLCA, KG Mining became the manager of the Peak Gold JV (the “Manager”). KG Mining may resign as Manager and can be removed as Manager for a material breach of the A&R JV LLCA, a material failure to perform its obligations as the Manager, a failure to conduct the Peak Gold JV operations in accordance with industry standards and applicable laws, and other limited circumstances. Except as expressly delegated to the Manager, the A&R JV LLCA provides that the JV Management Committee has exclusive authority to determine all management matters related to the Company. The JV Management Committee currently consists of one appointee designated by the Company and two appointees designated by KG Mining. The Representatives designated by each member of the Peak Gold JV vote as a group, and in accordance with their respective membership interests in the Peak Gold JV. Except in the case of certain actions that require approval by unanimous vote of the Representatives, the affirmative vote of a majority of the membership interests in the Peak Gold JV constitutes the action of the JV Management Committee.
Structuring Incentives to Drive Behavior. The Company believes that equity ownership aligns the interests of the Company’s executives and directors with those of its stockholders. The Company has implemented an equity compensation program for its executive officers and directors (and other persons) that provides an incentive for such officers to achieve the Company’s long-term business objectives. The Company’s equity compensation program includes two forms of long-term incentives: restricted stock and stock options. As of MarchJune 31,30, 2026, the Company’s directors and executives beneficially own approximately 5.9%5.6% of the Company’s common stock.
Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025
Claim Rental Expense. Claim rental expense primarily consists of State of Alaska and Kitsault rental payments and costs incurred to record annual labor documents. For the three months ended MarchJune 31,30, 2026 and 2025, claim rental expense was $0.1 million for each period.
Exploration Expense. Exploration expense for the three months ended MarchJune 31,30, 2026 was $3.8$12.3 million compared to $0.5$1.0 million for the three months ended MarchJune 31,30, 2025. Current period exploration expense primarily relates to the advances on the 15,000 meter underground in-filland surface drilling program on the Lucky Shot Property, 40,000 meter drilling program on the Kitsault Valley Project and permitting activities and road costs on the Johnson Tract Property. The prior period exploration expense related to the permitting process for the underground exploration drift and baseline environmental work at the Johnson Tract Project and did not include drilling activity.Project.
General and Administrative Expense. General and administrative expense for the three months ended MarchJune 31,30, 2026 and 2025 was $3.9$5.3 million and $2.5$3.1 million, respectively. The Company’s general and administrative expense primarily relates to professional fees, regulatory fees, marketing and investor relations, payroll and stock-based compensation expense. The increase is mainly driven by salariesthe andincreased benefits,level stock-basedof compensation,operations as wella asresult increasedof legalthe and professional fees.merger.
Income from Equity Investment in the Peak Gold JV. The income from the Company’s equity investment in the Peak Gold JV for the three months ended MarchJune 31,30, 2026 was $12.8$9.3 million compared to income of $22.3$27.3 million for the same period in 2025, mainly driven by a reduction in the revenue generated by the Peak Gold JV, whichresulting was mainly driven byfrom a reduction in ounces sold during 2026 compared to 2025. During the firstsecond quarter of 2026, production at Manh Choh focused on mining and processing lower grade ore and processing less tons from the North Pit as Manh Choh transitions to the higher-grade portions of the South Pit.
Interest Expense. For the three months ended MarchJune 31,30, 2026, interest expense was $0.9 million and primarily related to the Queen's Road Capital Investment, Ltd. Debenture (the "Debenture") and interest on the Company’s cumulative net draw-down of $13.6$12.6 million on the Facility.secured credit facility. Prior year interest expense of $2.7$2.0 million primarily related to the Debenture and interest on the Company's cumulative net draw-down of $38.3$30.1 million on the Facilitysecured credit facility (see Note 13 - Debt).
Gain on Metal Sales. For the three months ended MarchJune 31,30, 2026 and 2025, the gain on metal sales was $0.7$0.6 million and $1.2$1.0 million, respectively. These gains primarily related to (i) excess ounces purchased from the Peak Gold JV that were not delivered into the hedges and were instead sold to the derivative counterparties, and (ii) hedged volumes sold at spot prices with an obligation to repurchase the ounces at fixed prices prior to delivery into the hedges. During the three months ended MarchJune 31,30, 2026, the Company sold 8,0128,627 ounces at an average spot price of $4,935$4,328 compared to 17,38217,522 ounces sold at an average spot price of $2,946$3,469 during the three months ended MarchJune 31,30, 2025.
Gain/(Loss) on Derivative Contracts. LossGain/(loss) on derivative contracts for the three months ended MarchJune 31,30, 2026 consisted of an unrealized gain of $31.9$10.3 million and a realized lossgain of $50.9$0.1 million. This compares to an unrealized loss of $40.5$2.1 million and noa realized loss of $10.7 million for the three months ended MarchJune 31,30, 2025. The period over period variance primarily reflects changes in the fair value of derivative contracts driven by increases in spot gold prices and corresponding changes in the forward curves used to value the contracts, and the completion of deliveries under the derivative arrangements, and the settlement of 15,446 oz of gold hedges and the purchase of puts covering 15,446 oz during the period.arrangements.
During the three months ended MarchJune 31,30, 2026, the Company delivered 5,5547,000 gold ounces into the derivative contracts including the Carrycarry Tradetrade with maturity dates of MarchDecember 31, 2026 and September 30, 2026. No gold ounces were delivered into the derivative contracts forDuring the three months ended MarchJune 31,30, 20252025, asthe thoseCompany scheduleddelivered hedge11,939 gold ounces into the derivative contracts were cash settled early in December 2024 (see Note 14 - Derivative and Hedging Activities).
Unrealized gainGain/(lossLoss) on marketableMarketable securities.Securities. For the three months ended MarchJune 31,30, 2026, unrealized lossgain on marketable securities totaled $0.7$0.5 million and was primarily due to changes in the fair value of the Company's investment in Onyx, compared to an unrealized gain of $0.2$6.4 million for the three months ended MarchJune 31,30, 2025.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Claim Rental Expense. Claim rental expense primarily consists of State of Alaska and Kitsault rental payments and costs incurred to record annual labor documents. For the six months ended June 30, 2026 and 2025, claim rental expense was $0.3 million and $0.2 million, respectively.
Exploration Expense. Exploration expense for the six months ended June 30, 2026 was $16.1 million compared to $1.5 million for the six months ended June 30, 2025. Current period exploration expense primarily relates to the advances on the 15,000 meter underground and surface drilling program on the Lucky Shot Property, 40,000 meter drilling program on the Kitsault Valley Project and permitting activities and road costs on the Johnson Tract Property. The prior period exploration expense related to the permitting process for the underground exploration drift and baseline environmental work at the Johnson Tract Project.
General and Administrative Expense. General and administrative expense for the six months ended June 30, 2026 and 2025 was $9.1 million and $5.6 million, respectively. The Company’s general and administrative expense primarily relates to professional fees, regulatory fees, marketing and investor relations, payroll and stock-based compensation expense. The increase is mainly driven by the increased level of operations as a result of the merger with Dolly Varden.
Income from Equity Investment in the Peak Gold JV. The income from the Company’s equity investment in the Peak Gold JV for the six months ended June 30, 2026 was $22.0 million compared to income of $49.6 million for the same period in 2025, mainly driven by a reduction in the revenue generated by the Peak Gold JV, resulting from a reduction in ounces sold during 2026 compared to 2025. During the first half of 2026, production at Manh Choh focused on mining and processing lower grade ore and processing less tons from the North Pit as Manh Choh transitions to the higher-grade portions of the South Pit.
Interest Expense. For the six months ended June 30, 2026, interest expense was $1.9 million and primarily related to the Queen's Road Capital Investment, Ltd. Debenture (the "Debenture") and interest on the Company’s cumulative net draw-down of $12.6 million on the secured credit facility. Prior year interest expense of $4.8 million primarily related to the Debenture and interest on the Company's cumulative net draw-down of $30.1 million on the secured credit facility (see Note 13 - Debt).
Gain on Metal Sales. For the six months ended June 30, 2026 and 2025, the gain on metal sales was $1.3 million and $2.1 million, respectively. These gains primarily related to (i) excess ounces purchased from the Peak Gold JV that were not delivered into the hedges and were instead sold to the derivative counterparties, and (ii) hedged volumes sold at spot prices with an obligation to repurchase the ounces at fixed prices prior to delivery into the hedges. During the six months ended June 30, 2026, the Company sold 16,641 ounces at an average spot price of $4,621 compared to 34,905 ounces sold at an average spot price of $3,133 during the six months ended June 30, 2025.
Gain/(Loss) on Derivative Contracts. The $8.7 million loss on derivative contracts for the six months ended June 30, 2026 consisted of an unrealized gain of $42.2 million and a realized loss of $50.9 million. This compares to a $53.3 million loss on derivative contracts consisting of an unrealized loss of $42.6 million and a realized loss of $10.7 million for the six months ended June 30, 2025. The period over period variance primarily reflects changes in the fair value of derivative contracts driven by increases in spot gold prices and corresponding changes in the forward curves used to value the contracts, the completion of deliveries under the derivative arrangements, and the settlement of 15,446 oz of gold hedges and the purchase of puts covering 15,446 oz during the period.
During the six months ended June 30, 2026, the Company delivered 12,554 gold ounces into the derivative contracts including the carry trade with maturity dates of March 31, 2026, September 30, 2026 and December 31, 2026. During the six months ended June 30, 2025, the Company delivered 11,939 gold ounces into the derivative contracts (see Note 14 - Derivative and Hedging Activities).
Gain/(Loss) on Marketable Securities. For the six months ended June 30, 2026, unrealized loss on marketable securities totaled $0.2 million and was primarily due to changes in the fair value of the Company's investment in Onyx, compared to an unrealized gain of $6.7 million for the six months ended June 30, 2025.
The table below presents reconciliations between the most comparable GAAP measure of total cost of sales to the non-GAAP measures of (i) Cash Cost on a By-product Basis, per ounce sold and (ii) All-in Sustaining Costs ("AISC") on a By-product Basis, per ounce sold for the Peak Gold JV operations (Manh Choh) for the three and six months ended MarchJune 31,30, 2026 and 2025.
During the firstsix quartermonths ofended June 30, 2026, production at Manh Choh focused on mining and processing lower grade ore and processing less tons from the North Pit, as the Peak Gold JV transitions to the higher-grade portions of the South Pit, with increased ore tons processed and ore grade processed for the remainder of the year. The CompanyPeak Gold JV remains on track to meet our guidance of 40,000 to 45,000 ounces of gold production, with cash costs between $1,900 to $2,000 per ounce of gold sold and AISC of $2,200 to $2,300 per ounce of gold sold.
As of MarchJune 31,30, 2026, the Company had approximately $97.5$89.0 million of cash and cash equivalents.
The Company’s cash needs going forward will primarily relate to exploration of the Contango Properties, repayment of debt and related interest and general and administrative expenses of the Company. During the first and second quarter of 2026, the Company received cash distributions totaling $9.0 million.million and $9.0 million, respectively. Although there can be no guarantee that the Peak Gold JV will continue to make distributions to the Company, the Company believes that distributions are probable and that it will maintain sufficient liquidity to meet its working capital requirements, including repayment obligations of approximately $12.0$46.3 million on the Facility and(see deliveryupdate intoat itsNote hedge20 contracts,- Subsequent Events), for the next twelve months from the date of this report.
Beyond the next twelve months, the Company’s material cash requirements include (i) the repayment at maturity of the $20.0 million unsecured convertible debenture held by Queen’s Road Capital Investment, Ltd., which matures on May 26, 2028 (see Note 13 - Debt), and (ii) principal repayments totaling $10.0 million under the secured promissory note entered into in connection with the Lucky Shot Property acquisition, with $2.0 million due on each of the second and third anniversaries of the July 1, 2026 closing date and the remaining principal balance due on the fourth anniversary (see Note 20 - Subsequent Events). The Company expects to fund these longer-term obligations through a combination of anticipated cash distributions from the Peak Gold JV, proceeds from metal sales, potential future equity issuances (including amounts available under its ATM program), and available cash on hand. The Company may also consider refinancing alternatives or other capital markets transactions as they become available on commercially acceptable terms.
CTGO insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 4,111 shares, about $62.7K) and open-market sales in 2 filings (2 insiders, 1 trade date, 1,385 shares, about $29.0K). Net open-market shares: 2,726 (purchases minus sales); net value about $33.6K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-19 | Clark Michael Aaron |
Open-market sale | 1,289 | $20.94 | $27.0K |
| 2026-08-19 | Larimer David Gregory |
Open-market sale | 96 | $20.94 | $2.0K |
| 2026-06-25 | Van Nieuwenhuyse Rick |
Open-market purchase | 4,111 | $15.24 | $62.7K |
Well-known investors holding CTGO (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Millennium Management (Israel Englander) | 2026-06-30 | 134,028 | $2.5M | — | Sold out |
| D. E. Shaw & Co. | 2026-06-30 | 69,998 | $1.3M | — | Sold out |
| Renaissance Technologies | 2026-06-30 | 62,233 | $982.7K | 0.0% | Reduced 54% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 13,996 | $221.0K | 0.0% | Reduced 70% |