Contango Silver & Gold Inc. 10-K

Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures. As required by Rule 13a-15(b) of the Exchange Act, under the supervision and with the participation of our management, including our President and Chief Executive Officer and Chief Financial and Accounting Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2024. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based on that evaluation, management concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2023 at the reasonable assurance level. Management ’ s Report on Internal Control Over Financial Reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control system was designed to provide reasonable assurance to our management and the Board regarding the preparation and fair presentation of published financial statements. As of December 31, 2024, under the supervision and with the participation of the Company’s management, including the President and Chief Executive Officer and Chief Financial and Accounting Officer, the Company conducted an evaluation of the effectiveness of its internal control over 60 financial reporting based on the framework in 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the Company’s evaluation under the framework in 2013 Internal Control-Integrated Framework, the Company’s management concluded that its internal control over financial reporting was effective as of December 31, 2024. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2024 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. We may make changes in our internal control procedures from time to time in the future. This Annual Report on Form 10-K does not include an attestation report from Moss Adams LLP, the Company’s independent registered public accounting firm, regarding internal control over financial reporting. Management’s report was not subject to attestation by Moss Adams, LLP, pursuant to SEC rules that permit the Company to provide only management’s report in this Annual Report on Form 10-K. Item 9B. OTHER INFORMATION None . Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not Applicable. 61 PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The Board is responsible for managing the Company, in accordance with the provisions of the Company’s bylaws and certificate of incorporation and applicable law. The number of directors which constitutes the Board is established by the Board, subject to a minimum of three and a maximum of seven directors. Except as otherwise provided by the bylaws for filling vacancies on the Company’s Board, the Company’s directors are elected at the Company’s annual meeting of stockholders and hold office until their respective successors are elected, or until their earlier resignation or removal. The Company’s executive officers are elected annually by the Board and serve until their successors are duly elected and qualified or until their earlier resignation or removal. There are no family relationships between the Company’s directors or executive officers. Code of Ethics The Company has adopted a Code of Ethics for all of its employees. A copy of our Code of Ethics is filed as an Exhibit to this Form 10-K and is also available on the Company’s website at www.contangoore.com. The information required by Item 10 of Part III has been omitted from this report and is incorporated by reference from the registrant's proxy statement, or will be included in an amendment to this Annual Report on Form 10-K, to be filed not later than 120 days after the close of its fiscal year. Item 11. EXECUTIVE COMPENSATION The information required by Item 11 of Part III has been omitted from this report and is incorporated by reference from the registrant's proxy statement, or will be included in an amendment to this Annual Report on Form 10-K, to be filed not later than 120 days after the close of its fiscal year. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by Item 12 of Part III has been omitted from this report and is incorporated by reference from the registrant's proxy statement, or will be included in an amendment to this Annual Report on Form 10-K, to be filed not later than 120 days after the close of its fiscal year. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Item 13 of Part III has been omitted from this report and is incorporated by reference from the registrant's proxy statement, or will be included in an amendment to this Annual Report on Form 10-K, to be filed not later than 120 days after the close of its fiscal year. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by Item 14 of Part III has been omitted from this report and is incorporated by reference from the registrant's proxy statement, or will be included in an amendment to this Annual Report on Form 10-K, to be filed not later than 120 days after the close of its fiscal year. 62 PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements and Schedules: The consolidated financial statements of the Company are set forth in pages 71 through 106 of this Form 10-K. The financial statements of the Peak Gold JV, are included as an exhibit to this Form 10-K. No other financial statement schedules have been filed since they are either not required, not applicable, or the information is otherwise included. (b) Exhibits: The following is a list of exhibits filed as part of this Form 10-K. Where so indicated by a footnote, exhibits, which were previously filed, are incorporated herein by reference. Incorporated by Reference Exhibit Number Description Filed Here Within Form File No. Ex. Filing Date 2.1 Purchase Agreement, dated as of September 29, 2020, by and among CORE Alaska, LLC, Contango ORE, Inc. and Skip Sub, Inc. 8-K 001-35770 2.1 10/06/2020 2.2 Arrangement Agreement, dated as of May 1, 2024, by and among the Company, Contango Mining Canada Inc., and HighGold Mining Inc. 8-K 001-35770 10.1 05/06/2024 3.1 Certificate of Incorporation of Contango ORE, Inc. 10/A2 000-54136 3.1 11/26/2010 3.2 Certificate of Amendment to Certificate of Incorporation of Contango ORE, Inc. 8-K 001-35770 3.1 12/17/2020 3.3 Bylaws of Contango ORE, Inc. 10/A2 000-54136 3.2 11/26/2010 3.4 Amendment No. 1 to the Bylaws of Contango ORE, Inc. 8-K 001-35770 3.1 10/21/2021 4.1 Form of Certificate of Contango ORE, Inc. common stock. 10-Q 001-35770 4.1 11/14/2013 4.2 Form of Convertible Debenture 8-K 001-35770 4.1 04/09/2022 4.3 Form of Indenture S-3 333-283285 4.5 11/15/2024 4.4 Form of Registration Rights Agreement dated as of December 23, 2022. 8-K 001-35770 4.1 12/23/2022 4.5 Form of Registration Rights Agreement dated as of January 19, 2023. 8-K 001-35770 4.1 01/19/2023 4.6 Description of Securities 10-K 001-35770 4.12 08/31/2022 10.1 Contribution Agreement, dated as of November 1, 2010, between Contango Oil & Gas Company and Contango ORE, Inc. 10/A2 000-54136 10.4 11/26/2010 10.2 Separation and Distribution Agreement, dated as of September 29, 2020, by and among Peak Gold, LLC, Contango Minerals Alaska, LLC, Contango ORE, Inc., CORE Alaska, LLC, Royal Gold, Inc. and Royal Alaska, LLC. 8-K 001-35770 10.1 10/06/2020 10.3 Option to Purchase State Mining Claims, dated as of September 29, 2020, by and between Contango Minerals Alaska, LLC and Peak Gold, LLC. 8-K 001-35770 10.2 10/06/2020 10.4 Master Agreement, by and between Contango ORE, Inc. and Royal Gold, Inc.. dated September 29, 2014. 8-K 001-35770 10.1 10/02/2014 10.5 Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC, dated as of October 1, 2020, by and between CORE Alaska, LLC and Skip Sub, Inc. 8-K 001-35770 10.3 10/06/2020 63 Incorporated by Reference Exhibit Number Description Filed Here Within Form File No. Ex. Filing Date 10.6 Membership Interest Purchase and Sale Agreement dated as of August 24, 2021, by and between the Company and CRH Funding II Pte. Ltd. 8-K 001-35770 10.1 8/25/2021 10.7 Secured Promissory Note dated as of August 24, 2021, by the Company to the order of CRH Funding II Pte. Ltd. 8-K 001-35770 10.2 8/25/2021 10.8 Pledge Agreement dated as of August 24, 2021, by the Company in favor of CRH Funding II Pte. Ltd. 8-K 001-35770 10.3 8/25/2021 10.9 Investment Agreement, dated April 9, 2022, by and between the Company and QRC. 8-K 001-35770 10.1 4/13/2022 10.10 Form of Investor Rights Agreement. 8-K 001-35770 10.1 4/13/2022 10.11 Form of Subscription Agreement dated as of December 23, 2022. 8-K 001-35770 10.1 12/23/2022 10.12 Form of Warrant dated as of December 23, 2022. 8-K 001-35770 10.2 12/23/2022 10.13 Form of Subscription Agreement dated as of January 19, 2023. 8-K 001-35770 10.1 1/19/2023 10.14 Form of Warrant dated as of January 19, 2023. 8-K 001-35770 10.2 1/19/2023 10.15 Credit and Guarantee Agreement, dated May 17, 2023, by and among the Borrower, the Guarantors, each of the lenders party hereto from time to time, the administrative agent and the collateral agent. 8-K 001-35770 10.1 5/19/2023 10.16 Amendment No. 1 to the Credit and Guarantee Agreement, dated July 17, 2023, by and among the Borrower, the Guarantors, each of the lenders party hereto from time to time, the administrative agent and the collateral agent. 10-Q 001-35770 10.2 11/14/2023 10.17 Amendment No. 2 to the Credit and Guarantee Agreement, dated August 15, 2023, by and among the Borrower, the Guarantors, each of the lenders party hereto from time to time, the administrative agent and the collateral agent. 10-Q 001-35770 10.6 11/14/2023 10.18 Amendment No. 3 to the Credit and Guarantee Agreement, dated December 31, 2023, by and among the Borrower, the Guarantors, each of the lenders party hereto from time to time, the administrative agent and the collateral agent. 10-KT 001-35770 10.39 3/14/2024 10.19 Waiver No. 2 and Amendment No. 4 to Credit and Guarantee Agreement and Amendment No. 2 to Security Agreement, dated January 31, 2024, among Core Alaska, LLC, Contango Ore, Inc. Alaska Gold Torrent, LLC, Contango Minerals Alaska, LLC, ING Capital LLC and Macquarie Bank Limited. 10-Q 001-35770 10.1 5/14/2024 10.20 Amendment No. 5 to the Credit and Guarantee Agreement, dated February 16, 2024, by and among the Borrower, the Guarantors, each of the lenders party hereto from time to time, the administrative agent and the collateral agent. 10-Q 001-35770 10.2 5/14/2024 10.21 Waiver No. 5, Consent No. 1 and Amendment No. 6 to Credit and Guarantee Agreement, dated April 30, 2024, among Core Alaska, LLC, Contango Ore, Inc. Alaska Gold Torrent, LLC, Contango Minerals Alaska, LLC, ING Capital LLC and Macquarie Bank Limited. 10-Q 001-35770 10.1 8/13/2024 10.22 Consent No. 3 and Amendment No. 7 to Credit and Guarantee Agreement, among Core Alaska, LLC, 10-Q 001-35770 10.2 8/13/2024 64 Incorporated by Reference Exhibit Number Description Filed Here Within Form File No. Ex. Filing Date Contango Ore, Inc. Alaska Gold Torrent, LLC, Contango Minerals Alaska, LLC, ING Capital LLC. 10.23 Amendment No. 8 to Credit and Guarantee Agreement, dated July 30, 2024, among CORE Alaska, LLC, Contango Ore, Inc., Contango Lucky Shot Alaska, LLC, Contango Minerals Alaska, LLC, Contango Mining Canada, Inc. and ING Capital LLC. 10-Q 001-35770 10.1 11/14/2024 10.24 Amendment No. 9 to Credit and Guarantee Agreement, dated September 30, 2024, among CORE Alaska, LLC, Contango Ore, Inc., Contango Lucky Shot Alaska, LLC, Contango Minerals Alaska, LLC, Contango Mining Canada, Inc. and ING Capital LLC. 10-Q 001-35770 10.2 11/14/2024 10.25 Amendment No. 10 to Credit and Guarantee Agreement, dated October 31, 2024, among CORE Alaska, LLC, Contango Ore, Inc., Contango Lucky Shot Alaska, LLC, Contango Minerals Alaska, LLC, Contango Mining Canada, Inc. and ING Capital LLC. X 10.26 ISDA Master Agreement, dated May 17, 2023, between ING and Core Alaska. 8-K 001-35770 10.1 8/08/2023 10.27 ISDA Master Agreement, dated May 17, 2023, between Macquarie and Core Alaska. 8-K 001-35770 10.2 8/08/2023 10.28 Controlled Equity OfferingSM Sales Agreement, dated June 8, 2023, by and between the Company and Cantor Fitzgerald & Co. 8-K 001-35770 1.1 6/09/2023 10.29 Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan.† 8-K 001-35770 10.1 11/16/2017 10.30 First Amendment to the Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan.† 8-K 001-35770 10.1 11/20/2019 10.31 2023 Omnibus Incentive Plan.† Sc. 14A 001-35770 A 10/04/2023 10.32 Retention Agreement dated February 6, 2019 between Contango ORE, Inc. and Brad Juneau.† 10-Q 001-35770 10.3 2/07/2019 10.33 Form of Amendment to Retention Agreement, between Contango ORE, Inc. and each officer or employee party thereto.† 8-K 001-35770 10.1 2/11/2020 10.34 Employment Agreement, dated July 11, 2023 between Michael Clark and the Company.† 8-K 001-35770 10.1 7/17/2023 10.35 Employment Agreement, dated September 16, 2024, between Rick Van Nieuwenhuyse and Contango Ore, Inc.† 8-K 001-35770 10.1 9/17/2024 10.36 Form of Restricted Stock Award Agreement.† 8-K 001-35770 10.4 12/17/2020 14.1 Code of Ethics. 10-K 001-35770 14.1 9/11/2012 14.2 Corporate Code of Business Conduct and Ethics of Contango ORE, Inc. 8-K 001-35770 14.1 12/17/2020 19.1 Insider Trading Policy. X 21.1 List of Subsidiaries. X 23.1 Consent of Moss Adams LLP, Independent Registered Public Accounting Firm. X 23.2 Consent of Moss Adams LLP, Independent Auditor for the Audited Financial Statements of Peak Gold, LLC as of December 31, 2024. X 31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14. X 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14. X 65 Incorporated by Reference Exhibit Number Description Filed Here Within Form File No. Ex. Filing Date 32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350. X 32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350. X 96.1 Technical Report Summary, dated May 12, 2023 on the Manh Choh Project 8-K 001-35770 96.1 6/02/2023 96.2 Technical Report Summary, dated May 26, 2023 on the Lucky Shot Project. 8-K 001-35770 96.1 6/16/2023 99.1 Original Schedule of Gold Properties (Excluding Tetlin Lease). 10-K 000-54136 99.1 9/19/2011 99.2 Original Schedule of REE Properties. 10-K 000-54136 99.2 9/19/2011 99.3 Schedule of Revised TOK Claims. 10-Q 001-35770 99.3 5/15/2023 99.4 Schedule of Bush Claims. 10-Q 001-35770 99.4 5/15/2023 99.5 Schedule of Revised Eagle Claims. 10-Q 001-35770 99.6 5/15/2023 99.6 Schedule of ADC 2 Claims. 10-Q 001-35770 99.7 5/15/2023 99.7 2011 Report of Behre Dolbear & Company (USA). 10-Q 000-54136 99.3 2/06/2012 99.8 Schedule of Noah Claims. 10-K 001-35770 99.8 9/15/2017 99.9 Schedule of Shamrock Claims. 10-K 001-35770 99.9 8/31/2021 99.10 Voting Agreement, dated as September 29, 2014, between Royal Gold, Inc. and the stockholders thereto. 8-K 001-35770 99.2 10/02/2014 99.11 Audited Financial Statements of Peak Gold, LLC as of December 31, 2024. X 101 Financial statements from the Company’s annual report on Form 10-K for the period ended December 31, 2024, formatted in Inline XBRL: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Cash Flows; (iv) Consolidated Statements of Changes in Shareholders’ Equity; and (v) Notes to Consolidated Financial Statements. X 104 Cover Page Interactive Data File. X † Management contract or compensatory plan or agreement 66 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CONTANGO ORE, INC. Date Date /s/ RICK VAN NIEUWENHUYSE March 17, 2025 /s/ MIKE CLARK March 17, 2025 Rick Van Nieuwenhuyse President, Chief Executive Officer, and Director (Principal Executive Officer) Mike Clark Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date /s/RICK VAN NIEUWENHUYSE President, Chief Executive Officer March 17, 2025 RICK VAN NIEUWENHUYSE (Principal Executive Officer) /s/MIKE CLARK Chief Financial Officer March 17, 2025 MIKE CLARK and Secretary (Principal Financial and Accounting Officer) /s/ BRAD JUNEAU Chairman and Director March 17, 2025 BRAD JUNEAU /s/ JOSEPH COMPOFELICE Director March 17, 2025 JOSEPH COMPOFELICE /s/ CURTIS FREEMAN Director March 17, 2025 CURTIS FREEMAN /s/ RICHARD SHORTZ Director March 17, 2025 RICHARD SHORTZ /s/ DARWIN GREEN Director March 17, 2025 DARWIN GREEN 67 CONTANGO ORE, INC. INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (Moss Adams LLP, Houston, Texas, PCAOB ID: 659 ) 69 Consolidated Balance Sheets 70 Consolidated Statements of Operations 71 Consolidated Statements of Cash Flows 72 Consolidated Statements of Stockholders’ Equity (Deficit) 73 Notes to Consolidated Financial Statements 74 68 Report of Ind ependent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Contango Ore, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Contango Ore, Inc. and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the year ended December 31, 2024, for the six-month period ended December 31, 2023, and for the year ended June 30, 2023 and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for the year ended December 31, 2024, for the six-month period ended December 31, 2023, and for the year ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Moss Adams LLP Houston, Texas March 17, 2025 We have served as the Company’s auditor since 2017. 69 CONTANGO ORE, INC. CONSOLIDATED B ALANCE SHEETS December 31, December 31, 2024 2023 ASSETS CURRENT ASSETS: Cash $ 20,058,477 $ 15,504,819 Restricted cash 257,045 232,572 Prepaid expenses and other 1,114,522 1,112,910 Income taxes receivable 649,125 — Total current assets 22,079,169 16,850,301 LONG-TERM ASSETS: Investment in Peak Gold, LLC (NOTE 10) 60,523,622 28,064,405 Property & equipment, net 50,577,097 13,326,347 Commitment fee — 350,575 Marketable securities 712,375 — Total long-term assets 111,813,094 41,741,327 TOTAL ASSETS $ 133,892,263 $ 58,591,628 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 418,836 $ 250,739 Accrued liabilities 2,803,598 2,241,087 Advance royalty reimbursement 855,548 — Derivative contract liability 29,076,582 2,679,784 Debt, current portion 42,600,000 7,900,000 Total current liabilities 75,754,564 13,071,610 NON-CURRENT LIABILITIES: Advance royalty reimbursement 217,086 1,200,000 Asset retirement obligations 255,769 246,227 Contingent consideration liability 1,100,480 1,100,480 Derivative contract liability 28,615,525 20,737,997 Debt non-current portion, net 26,369,199 36,779,859 Deferred tax liability 306,995 — Total non-current liabilities 56,865,054 60,064,563 TOTAL LIABILITIES 132,619,618 73,136,173 COMMITMENTS AND CONTINGENCIES (NOTE 12) STOCKHOLDERS’ EQUITY (DEFICIT): Preferred Stock, 15,000,000 shares authorized — — Common Stock, $ 0.01 par value, 45,000,000 shares authorized; 12,230,959 shares issued and 12,228,479 shares outstanding as of December 31, 2024; 9,454,233 shares issued and 9,451,753 shares outstanding as of December 31 , 2023 122,308 94,542 Additional paid-in capital 178,270,782 124,451,067 Treasury stock at cost ( 2,480 shares at December 31, 2024, and 2,480 shares at December 31, 2023) ( 48,308 ) ( 48,308 ) Accumulated deficit ( 177,072,137 ) ( 139,041,846 ) STOCKHOLDERS’ EQUITY (DEFICIT) 1,272,645 ( 14,544,545 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 133,892,263 $ 58,591,628 The accompanying notes are an integral part of these consolidated financial statements. 70 CONTANGO ORE, INC. CONSOLIDATED STA TEMENTS OF OPERATIONS Fiscal Year Ended December 31, Six Months Ended December 31, Fiscal Year Ended June 30, 2024 2023 2023 EXPENSES: Claim rental expense $ ( 589,461 ) $ ( 255,121 ) $ ( 526,279 ) Exploration expense ( 4,059,505 ) ( 1,815,822 ) ( 7,878,863 ) Depreciation expense ( 121,876 ) ( 52,620 ) ( 136,501 ) Accretion expense ( 9,542 ) ( 6,284 ) ( 11,860 ) Impairment from loss, net of recovery — — ( 7,111 ) General and administrative expense ( 10,611,271 ) ( 6,752,910 ) ( 9,091,127 ) Total expenses ( 15,391,655 ) ( 8,882,757 ) ( 17,651,741 ) Income/(loss) from equity investment in Peak Gold, LLC 41,669,216 ( 6,315,595 ) ( 21,120,000 ) Total income/(expense) from operations 26,277,561 ( 15,198,352 ) ( 38,771,741 ) OTHER INCOME/(EXPENSE): Interest income 352,869 68,662 29,651 Insurance recoveries — — 338,301 Interest expense ( 11,731,622 ) ( 2,358,920 ) ( 1,959,666 ) Gain/(loss) on derivative contracts ( 54,150,141 ) ( 23,417,781 ) — Gain/(loss) on spot metal sales 1,209,293 — — Unrealized gain/(loss) on marketable securities ( 199,018 ) — — Other income 127,366 140,083 622,155 Total other income/(expense) ( 64,391,253 ) ( 25,567,956 ) ( 969,559 ) (Loss)/income before income taxes ( 38,113,692 ) ( 40,766,308 ) ( 39,741,300 ) Income tax benefit/(expense) 83,401 — — NET LOSS $ ( 38,030,291 ) $ ( 40,766,308 ) $ ( 39,741,300 ) LOSS PER SHARE Basic and diluted $ ( 3.49 ) $ ( 4.44 ) $ ( 5.61 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING Basic and diluted 10,896,228 9,180,032 7,087,027 The accompanying notes are an integral part of these consolidated financial statements. 71 CONTANGO ORE, INC. CONSOLIDATED STAT EMENTS OF CASH FLOWS Fiscal Year Ended December 31 Six Months Ended December 31, Fiscal Year Ended June 30, 2024 2023 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 38,030,291 ) $ ( 40,766,308 ) $ ( 39,741,300 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Stock-based compensation 2,638,635 1,622,566 2,931,288 Depreciation expense 121,876 52,620 136,501 Accretion expense 9,542 6,284 11,860 Non-cash portion for lease expense 180 — — Impairment expense — — 7,111 Equity (earnings) loss from investment in Peak Gold, LLC ( 41,669,216 ) 6,315,595 21,120,000 Cash distribution from Peak Gold, LLC 40,500,000 — — Unrealized loss from derivative contracts 34,274,326 23,417,781 — Unrealized loss from marketable securities 199,018 — — Drawdown of Silver Royalty ( 127,366 ) — — Interest expense paid in stock 400,048 166,641 438,877 Deferred tax benefit ( 90,511 ) — — Change in the fair value of contingent consideration — ( 140,083 ) ( 606,500 ) Amortization of debt discount and debt issuance fees 4,108,887 398,418 190,358 Changes in operating assets and liabilities: Decrease (increase) in prepaid expenses and other 339,627 ( 699,003 ) 39,446 Increase (decrease) in accounts payable and other accrued liabilities ( 1,326,643 ) 193,200 793,788 Increase in income taxes receivable ( 649,125 ) — — Net cash provided by (used) in operating activities 698,987 ( 9,432,289 ) ( 14,678,571 ) CASH FLOWS FROM INVESTING ACTIVITIES: Cash invested in Peak Gold, LLC ( 31,290,000 ) ( 34,380,000 ) ( 21,120,000 ) Acquisition of HighGold Mining Inc. and Avidian Gold Corp., net of cash acquired ( 815,613 ) — — Acquisition of other assets ( 23,667 ) ( 7,329 ) ( 719 ) Net cash used in investing activities ( 32,129,280 ) ( 34,387,329 ) ( 21,120,719 ) CASH FLOWS FROM FINANCING ACTIVITIES: Cash paid for shares withheld from employees for payroll tax withholding — ( 48,308 ) ( 126,428 ) Cash proceeds from warrant exercise — — 6,886,000 Cash proceeds from debt 30,000,000 20,000,000 7,647,500 Principal repayments on debt ( 7,900,000 ) — — Cash proceeds from common stock and warrant issuance, net 15,477,398 29,254,302 11,564,082 Debt issuance costs ( 1,568,974 ) ( 1,526,179 ) ( 1,620,771 ) Net cash provided by financing activities 36,008,424 47,679,815 24,350,383 NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH 4,578,131 3,860,197 ( 11,448,907 ) CASH AND RESTRICTED CASH, BEGINNING OF PERIOD 15,737,391 11,877,194 23,326,101 CASH AND RESTRICTED CASH, END OF PERIOD $ 20,315,522 $ 15,737,391 $ 11,877,194 Supplemental disclosure of cash flow information Cash paid for: Interest expense $ 7,229,674 $ 1,218,499 $ 1,324,474 Income taxes 656,235 — — Non-cash investing and financing activities: Commitment fee derecognized and added to debt discount 787,306 — — Shares issued for acquisitions 35,331,402 — — Consideration payable for Avidian acquisition 557,945 — — Accrued transaction costs for HighGold acquisition 21,919 — — Total non-cash investing and financing activities: $ 36,698,572 $ — $ — The accompanying notes are an integral part of these consolidated financial statements. 72 CONTANGO ORE, INC. CONSOLIDATED STA TEMENTS OF STOCKHOLDERS ’ EQUITY (DEFICIT) Additional Total Common Stock Paid-in Treasury Accumulated Stockholders’ Shares Amount Capital Stock Deficit Equity/(Deficit) Balance at June 30, 2022 6,860,420 $ 68,604 $ 74,057,859 $ ( 2,318,182 ) $ ( 58,534,238 ) $ 13,274,043 Stock-based compensation — — 2,931,288 — — 2,931,288 Restricted shares activity 85,166 851 ( 851 ) — — — Common stock issuance 559,461 5,595 8,919,025 — — 8,924,620 Cost of common stock issuance — — ( 661,109 ) — — ( 661,109 ) Treasury shares issued in common stock issuance ( 42,525 ) ( 425 ) — 2,205,709 — 2,205,284 Warrants 313,000 3,130 5,855,642 — — 5,858,772 Warrant modification — — ( 382,769 ) — — ( 382,769 ) Fair value of warrants issued with common stock — — 2,505,284 — — 2,505,284 Treasury shares issued for convertible note interest payment 7,695 77 199,914 238,886 438,877 Treasury shares withheld for employee taxes ( 1,527 ) ( 15 ) — ( 126,413 ) — ( 126,428 ) Net loss — — — — ( 39,741,300 ) ( 39,741,300 ) Balance at June 30, 2023 7,781,690 $ 77,817 $ 93,424,283 $ — $ ( 98,275,538 ) $ ( 4,773,438 ) Stock-based compensation — — 1,622,566 — — 1,622,566 Restricted shares activity 10,819 108 ( 108 ) — — — Common stock issuance 1,652,915 16,529 31,500,580 — — 31,517,109 Cost of common stock issuance — — ( 2,262,807 ) — — ( 2,262,807 ) Stock issued for convertible note interest payment 8,809 88 166,553 — — 166,641 Treasury shares withheld for employee taxes — — — ( 48,308 ) — ( 48,308 ) Net loss — — — — ( 40,766,308 ) ( 40,766,308 ) Balance at December 31, 2023 9,454,233 $ 94,542 $ 124,451,067 $ ( 48,308 ) $ ( 139,041,846 ) $ ( 14,544,545 ) Stock-based compensation — 2,638,635 — — 2,638,635 Restricted shares activity 159,150 1,592 ( 1,592 ) — — — Common stock issuance 819,565 8,195 14,687,805 — — 14,696,000 Cost of common stock issuance — — ( 1,365,323 ) — — ( 1,365,323 ) Issuance of common stock from acquisitions 1,777,398 17,773 35,313,629 — — 35,331,402 Warrants — — 2,146,719 — — 2,146,719 Stock issued for convertible note interest payment 20,613 206 399,842 — — 400,048 Net loss — — — — ( 38,030,291 ) ( 38,030,291 ) Balance at December 31, 2024 12,230,959 $ 122,308 $ 178,270,782 $ ( 48,308 ) $ ( 177,072,137 ) $ 1,272,645 The accompanying notes are an integral part of these consolidated financial statements. 73 CONTANGO ORE, INC. NOTES TO CONSOL IDATED FINANCIAL STATEMENTS 1. Organization and Business Contango ORE, Inc. (“CORE” or the “Company”) was formed on September 1, 2010 as a Delaware corporation for the purpose of engaging in the exploration for and development of gold ore and associated minerals in the State of Alaska. On January 8, 2015, CORE Alaska, LLC, a wholly-owned subsidiary of the Company (“CORE Alaska”), and a subsidiary of Royal Gold, Inc. (“Royal Gold”) formed Peak Gold, LLC (the “Peak Gold JV”). On September 30, 2020, CORE Alaska sold a 30.0 % membership interest in the Peak Gold JV to KG Mining (Alaska), Inc. (“KG Mining”), an indirect wholly-owned subsidiary of Kinross Gold Corporation (“Kinross”), a large gold producer with a diverse global portfolio and extensive operating experience in Alaska. The sale is referred to herein as the “CORE Transactions”. Concurrently with the CORE Transactions, KG Mining, in a separate transaction, acquired 100 % of the equity of Royal Alaska, LLC from Royal Gold, which held Royal Gold’s 40 .0% membership interest in the Peak Gold JV (the “Royal Gold Transactions” and, together with the CORE Transactions, the “Kinross Transactions”). After the consummation of the Kinross Transactions, CORE Alaska retained a 30.0 % membership interest in the Peak Gold JV. KG Mining now holds a 70.0 % membership interest in the Peak Gold JV and Kinross serves as the manager of the Peak Gold JV and operator of the Manh Choh (as defined below) mines. The Company conducts its business through the below primary means: • its 30.0 % membership interest in Peak Gold JV, which leases approximately 675,000 acres from the Tetlin Tribal Council and holds approximately 13,000 additional acres of State of Alaska mining claims (such combined acreage, the “Peak Gold JV Property”) for exploration and development, including in connection with the Peak Gold JV’s production from the Main and North Manh Choh deposits within the Peak Gold JV Property (“Manh Choh” or the “Manh Choh Project”); • its wholly-owned subsidiary, Contango Mining Canada Inc., a corporation organized under the laws of British Columbia (“Contango Mining Canada”), which holds the Company’s 100 % equity interest in HighGold Mining Inc., a corporation existing under the laws of the Province of British Columbia (“HighGold”). HighGold holds the Company’s 100 % equity interest in JT Mining, Inc., which leases for exploration the mineral rights to approximately 21,000 acres (“Johnson Tract” or the “Johnson Tract Project”), located near tidewater, 125 miles southwest of Anchorage, Alaska, from Cook Inlet Region, Inc. (“CIRI”), one of 12 land-based Alaska Native regional corporations created by the Alaska Native Claims Settlement Act of 1971; • its wholly-owned subsidiary, Contango Lucky Shot Alaska, LLC ("LSA") (formerly Alaska Gold Torrent, LLC), an Alaska limited liability company, which leases for exploration the mineral rights to approximately 8,600 acres of State of Alaska and patented mining claims ("Lucky Shot" or the "Lucky Shot Property"), located in the Willow Mining District about 75 miles north of Anchorage, Alaska, from Alaska Hard Rock, Inc.; • its wholly-owned subsidiary, Contango Minerals Alaska, LLC (“Contango Minerals”), which separately controls the mineral rights to approximately 145,280 acres of State of Alaska mining claims for exploration, including (i) approximately 69,780 acres located immediately northwest of the Peak Gold JV Property (the “Eagle/Hona Property”), (ii) approximately 14,800 acres located northeast of the Peak Gold JV Property (the “Triple Z Property”), (iii) approximately 52,700 acres of new property in the Richardson district of Alaska (the “Shamrock Property”) and (iv) approximately 8,000 acres located to the north and east of the Lucky Shot Property (the “Willow Property” and, together with the Eagle/Hona Property, the Triple Z Property, and the Shamrock Property, collectively the “Minerals Property”); and • its wholly-owned subsidiary, Avidian Gold Alaska Inc., an Alaskan corporation (“Avidian Alaska”), which separately controls the mineral rights to approximately 11,711 acres of State of Alaska mining claims and upland mining leases for exploration, including (i) approximately 1,021 (the "Amanita NE Property") acres located in the Fairbanks Mining District approximately three miles east of the Fort Knox Gold Mine and 20 miles north of Fairbanks, Alaska, and (ii) approximately 10,690 acres (the "Golden Zone Property") located in the Valdez Creek Mining District on the eastern edge of the Alaska Range, located, approximately 150 miles southwest of Fairbanks, Alaska, along the George Parks Highway; and which leases for exploration the mineral rights to approximately 3,380 acres of State of Alaska mining claims, leasehold locations and an upland mining lease, located in the Fairbanks Mining District approximately five miles southwest of the Fort Knox Gold Mine and about 10 miles north of Fairbanks, Alaska (the “Amanita Property, and together with the Amanita NE Property and the Golden Zone Property, collectively the “Avidian Properties”). 74 The Johnson Tract Project, Lucky Shot Property, Minerals Property and Avidian Properties are collectively referred to in these Notes to the Consolidated Financial Statements as the “Contango Properties”. The Company’s Manh Choh Project is in the production stage, while all other projects are in the exploration stage. On November 14 2023, the Company’s board of directors approved a change in the Company’s fiscal year end from June 30 to December 31, effective as of December 31, 2023. This decision was made to better align the Company's reporting period with the Peak Gold JV and its peer companies. As a result, the Company issued a Form 10-K transition report which included financial information for the transition period from July 1, 2023, through December 31, 2023. In the Transition Report on Form 10-K (“Transition Report”), we included financial results for the six months ended December 31, 2023, which were audited, compared to the financial results for the six months ended December 31, 2022, which are unaudited. The Company has been involved, directly and through the Peak Gold JV, in exploration on the Manh Choh Project since 2010, which has resulted in identifying two mineral deposits (Main and North Manh Choh) and several other gold, silver, and copper prospects. The other 70.0 % membership interest in the Peak Gold JV is owned by KG Mining. Kinross is a large gold producer with a diverse global portfolio and extensive operating experience in Alaska. The Peak Gold JV is mining ore from the Main and North Manh Choh deposits and processing the ore at the existing Fort Knox mining and milling complex located approximately 240 miles (400 kilometers) away. The Peak Gold JV has entered into an Ore Haul Agreement with Black Gold Transport, located in North Pole, Alaska to transport the run-of-mine ore from the Manh Choh Project to the Fort Knox facilities. Peak Gold JV has also entered into a contract with Kiewit Mining Group to provide contract mining and site preparation work at the Manh Choh Project. The Peak Gold JV is charged a toll for using the Fort Knox facilities pursuant to a toll milling agreement by and between the Peak Gold JV and Fairbanks Gold Mining, Inc., which was entered into and became effective on April 14, 2023. Kinross released a combined feasibility study for the Fort Knox mill and the Peak Gold JV in July 2022. Also, in July 2022, Kinross announced that its board of directors (the “Kinross Board”) made a decision to proceed with development of the Manh Choh Project. Effective December 31, 2022, CORE Alaska, LLC, a wholly-owned subsidiary of the Company (“CORE Alaska”), KG Mining, and the Peak Gold JV executed the First Amendment to the Amended and Restated Limited Liability Company Agreement of the Peak Gold JV (as amended, the “A&R JV LLCA”). The First Amendment to the A&R JV LLCA provides that, beginning in 2023, the Company may fund its quarterly scheduled cash calls on a monthly basis. The Peak Gold JV management committee (the “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. As of December 31, 2024, the Company has funded $ 78.6 million towards the cash calls and no future cash calls are anticipated. 2. Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. The Company has reclassified the presentation of the “Income/(loss) from equity investment in Peak Gold, LLC” in its Statements of Operations for the fiscal year ended December 31, 2024, six months ended December 31, 2023 and fiscal year ended June 30, 2023. The “Income/(loss) from equity investment in Peak Gold, LLC” was previously presented in “Other Income/(Expense)” and is now presented within income from operations on the Statement of Operations. The change in presentation will have no impact on Net Income/(Loss) for all impacted periods. 3. Liquidity 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. There are no anticipated future cash calls going forward from the Peak Gold JV as operations commenced in July 2024 which has allowed the Peak Gold JV to operate from the cash flows generated from its operations. The Management Committee approved a significant budget to complete the required development to start the operations of the Manh Choh mine, which began production early in the third quarter of 2024 and delivered its planned production this year. The entire $ 31.3 million of capital calls for 2024, necessary for the Peak Gold JV to reach production have already been funded by the Company as of December 31, 2024. The $ 31.3 million of capital calls 75 were funded by the Facility. The Company received its first distribution of $ 19.5 million in September 2024 and further distributions totaling $ 21.0 million in the fourth quarter of 2024 relating to production at Manh Choh. In total, the Company has received $ 40.5 million in cash distributions from the Peak Gold JV since commencing the processing of Manh Choh ore in July 2024. There can be no guarantee that the Peak Gold JV will make future distributions to the Company. The Company believes that distributions are probable and with its cash on hand it will maintain sufficient liquidity to meet its working capital requirements, including repayment obligations of approximately $ 42.6 million on the Facility, for the next twelve months from the date of this report. 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). The Company made principal payments towards the Facility of $ 7.9 million in 2024. The Company made a principal payment towards the Facility of $ 13.8 million in January 2025, reducing the principal balance of the Facility to $ 38.3 million. The Company amended the Facility to defer $ 10.6 million of principal repayments into the first half of 2027 and extend the maturity date of the Facility from December 31, 2026 to June 30, 2027 . All other key terms of the Facility, including the interest rate, remain the same (See Note 18). 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. If the Company’s interest in the Peak Gold JV is diluted, the Company may not be able to fully realize its investment in the Peak Gold JV. Also, if no additional financing is obtained, the Company may not be able to fully realize its investment in the Contango Properties. The Company has limited financial resources and the ability of the Company to refinance current debt or arrange additional financing in the future will depend, in part, on the prevailing capital market conditions, the results achieved at the Peak Gold JV Property, as well as the market price of metals. The Company cannot be certain that financing will be available to the Company on acceptable terms, if at all. 4. Summary of Significant Accounting Policies The Company’s significant accounting policies are described below. Cash . Cash consists of all cash balances and highly liquid investments with an original maturity of three months or less. All cash is held in cash deposit accounts as of December 31, 2024 and December 31,2023. As of December 31, 2024 and December 31, 2023 the Company had $ 0.3 million and $ 0.2 million respectively, of restricted cash which is held as collateral for its bank-issued Company credit cards. Management Estimates . The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Other items subject to estimates and assumptions include, but are not limited to, the carrying amounts of property and equipment, asset retirement obligations, valuation of contingent consideration, valuation allowances for deferred income tax assets and valuation of derivative instruments. Management evaluates estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic and commodity price environment. Stock-Based Compensation . The Company applies the fair value method of accounting for stock-based compensation. Under this method, compensation cost is measured at the grant date based on the fair value of the award and is recognized over the award vesting period. The Company classifies the benefits of tax deductions in excess of the compensation cost recognized for the options (excess tax benefit) as financing cash flows. The fair value of each option award is estimated as of the date of grant using the Black-Scholes option-pricing model. The fair value of each restricted stock award is equal to the Company’s stock price on the date the award is granted. Income Taxes . The Company follows the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements and (ii) operating loss and tax credit carry-forwards for tax purposes. Deferred tax assets are reduced by a valuation allowance when, based upon management’s estimates, it is more likely than not that a portion of the deferred tax assets will not be realized in a future period. Investment in the Peak Gold JV. The Company’s consolidated financial statements include the investment in the Peak Gold JV, which is accounted for under the equity method. The Company held a 30.0 % membership interest in the Peak Gold JV on December 31, 2024 and designated one of the three members of the JV Management Committee. The Company initially recorded its investment at the historical cost of the assets contributed to the Peak Gold JV, which was approximately $ 1.4 million. The cumulative contributions and historical cost of the assets and income from the Peak Gold JV exceeded the cash distributions as of December 31, 2024; therefore, the Company recorded an investment in the Peak Gold JV of $ 60,523,622 . For the fiscal year ended December 31, 2023 the Company recorded an investment in the Peak Gold JV of $ 28,064,405 . Cash distributions from the Peak Gold JV. The Company applies distributions received from the Peak Gold JV as a return on investment and are deducted from the carrying amount of the investment balance as permitted under ASC 323 - Investments - Equity Method and Joint Ventures. The Company has elected the "Nature of the distribution approach" and the 76 distributions from the Peak Gold JV represents a return on investment as the distributions are generated from the regular course of business earning and will be presented under operating activities on the Statements of Cashflows. Property & Equipment. Property and equipment are stated at cost less accumulated depreciation. Depreciation and amortization are computed for assets placed in service using the straight‐line method over the estimated useful life of the asset. When assets are retired or sold, the costs and related allowances for depreciation and amortization are eliminated from the accounts, and any resulting gain or loss is reflected in operations. The Company reviews long‐lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If an asset is considered to be impaired, the loss recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company recorded an impairment charge of $ 7,111 for the year ended June 30, 2023. There were no impairment charges for the period ended December 31, 2024 and six month period ended December 31, 2023. Significant payments related to the acquisition of mineral properties, mining rights, and mineral leases are capitalized. If a commercially mineable ore body is discovered, such costs are amortized when production begins using the units‐of‐production method based on estimated reserves. If no commercially mineable ore body is discovered, or such rights are otherwise determined to have no value, such costs are expensed in the period in which it is determined the property has no future economic value. Fair Value Measurement . The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. FASB ASC Topic 820 provides a framework for measuring fair value, establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and requires consideration of the counterparty’s creditworthiness when valuing certain assets. The three levels are defined as follows: Level 1 – Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities. Level 2 – Other inputs that are observable directly or indirectly, such as quoted prices in markets that are not active or inputs, which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 – Unobservable inputs for which there are little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instrument’s complexity. The Company reflects transfers between the three levels at the beginning of the reporting period in which the availability of observable inputs no longer justifies classification in the original level. There were no transfers between fair value hierarchy levels for the fiscal year ended December 31, 2024, six months ended December 31, 2023 and fiscal year ended June 30, 2023. Fair Value on a Recurring Basis The Company performs fair value measurements on a recurring basis for the following: • Derivative Financial Instruments - Derivative financial instruments are carried at fair value and measured on a recurring basis. The Company's potential derivative financial instruments include features embedded within its convertible debenture with Queens Road Capital Investment, Limited (see Note 14). These measurements were not material to the Consolidated Financial Statements. • Derivative Hedges -The Company has entered into hedge agreements with delivery obligations of gold ounces. The Company utilizes derivative instruments in order to manage exposure to risks associated with fluctuating commodity prices. The derivative hedges are mark-to-market with changes in estimated value driven by forward commodity prices (see Note 15). • Marketable Securities - The Company, owns investments in publicly traded companies. Changes in the fair value of these investments are recorded through income using quoted prices obtained from securities exchanges. These measurements were not material to the Consolidated Financial Statements. 77 • Contingent Consideration - The Company will be obligated to pay additional consideration if production on the Lucky Shot Property meets two separate milestone payment thresholds. The fair value of this contingent consideration is measured on a recurring basis, and is driven by the probability of reaching the milestone payment thresholds (See Note 12). The following table summarizes the fair value of the Company's financial assets and liabilities, by level within the fair-value hierarchy: As of December 31, 2024 Level 1 Level 2 Level 3 Financial Assets Derivative contract asset - current $ - $ - $ - Financial Liabilities Derivative Liability - current $ - $ 29,076,582 $ - Derivative Liability - noncurrent $ - $ 28,615,525 $ - Contingent consideration liability - noncurrent $ - $ - $ 1,100,480 As of December 31, 2023 Financial Assets Derivative contract asset - current $ - $ - $ - Financial Liabilities Derivative Liability - current $ - $ 2,679,784 $ - Derivative Liability - noncurrent $ - $ 20,737,997 $ - Contingent consideration liability - noncurrent $ - $ - $ 1,100,480 Fair Value on a Nonrecurring Basis The Company applies the provisions of the fair value measurement standard on a non-recurring basis to its non-financial assets and liabilities, including mineral properties, business combinations, and asset retirement obligations. These assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments if events or changes in certain circumstances indicate that adjustments may be necessary. Business Combinations . In determining whether an acquisition should be accounted for as a business combination or asset acquisition, the Company first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this is the case, the single identifiable asset or the group of similar assets is not deemed to be a business, and is instead deemed to be an asset. If this is not the case, the Company then further evaluates whether the single identifiable asset or group of similar identifiable assets and activities includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If so, the Company concludes that the single identifiable asset or group of similar identifiable assets and activities is a business. The Company accounts for business combinations using the acquisition method of accounting. Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognized at fair value as of the acquisition date and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill, which is not amortized for accounting purposes but is subject to testing for impairment at least annually. The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. Contingent consideration in asset acquisitions payable in the form of cash is recognized when payment becomes probable and reasonably estimable, unless the contingent consideration meets the definition of a derivative, in which case the amount becomes part of the asset acquisition cost when acquired. Contingent consideration payable in the form of a fixed number of the Company’s own shares is measured at fair value as of the acquisition date and recognized when the issuance of the shares becomes probable. Upon recognition of the contingent consideration payment, the amount is included in the cost of the acquired asset or group of assets. The Company purchased 100 % of the outstanding membership interests of HighGold and Avidian Alaska (See Note 8). The Company accounted for the purchase as an asset acquisition, and thus allocated the total acquisition cost to the assets acquired on a relative fair value basis. 78 Convertible Debenture . The Company accounts for its convertible debenture in accordance with ASC 470-20, Debt with Conversion and Other Options ("ASC 470-20"), which requires the liability and equity components of convertible debt to be separately accounted for in a manner that reflects the issuer's nonconvertible debt borrowing rate. Debt discount created by the bifurcation of embedded features in the convertible debenture are reflected as a reduction to the related debt liability. The discount is amortized to interest expense over the term of the debt using the effective-interest method. The convertible debenture is classified within Level 2 of the fair value hierarchy. Derivative Asset for Embedded Conversion Features. The Company evaluates convertible notes to determine if those contracts or embedded components of those contracts qualify as derivatives to be accounted for separately. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are evaluated and accounted for separately. The result of this accounting treatment is that the fair value of the embedded derivative is recorded as either an asset or a liability and marked-to-market each balance sheet date, with the change in fair value recorded in the statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. The fair value of the embedded conversion features are estimated using several probability weighted binomial lattice models. Estimating fair values of embedded conversion features is classified within Level 3 of the fair value hierarchy and requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. Risk Management Objective of Using Derivatives. The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by gold future pricing. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments. Non-designated Hedges. Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to fluctuations in the market price of gold and the Company has elected not to apply hedge accounting. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. Asset Retirement Obligations . Asset retirement obligations (including reclamation and remediation costs) associated with operating and non-operating mine sites are recognized when an obligation is incurred and the fair value can be reasonably estimated. Fair value is measured as the present value of expected cash flow estimates, after considering inflation, our credit-adjusted risk-free rates and a market risk premium appropriate for our operations. The liability is accreted over time through periodic charges to earnings. In addition, the asset retirement cost is capitalized as part of the asset’s carrying value and amortized over the life of the related asset. Reclamation costs are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation costs. The estimated reclamation obligation is based on when spending for an existing disturbance is expected to occur. Costs included in estimated asset retirement obligations are discounted to their present value as cash flows are readily estimable. The Company reviews, on an annual basis, unless otherwise deemed necessary, the reclamation obligation for each project in accordance with ASC guidance for asset retirement obligations. As of December 31, 2024, the Company had asset retirement obligations related to its Lucky Shot project totaling $ 255,769 . The asset retirement obligations related to Lucky Shot project was $ 246,227 as of December 31, 2023. Accretion expense for the period ended December 31, 2024 was $ 9,542 . The accretion expense for the six months ended December 31, 2023 and fiscal year ended June 30, 2023 were $ 6,284 and $ 11,860 , respectively. Recently Issued Accounting Pronouncements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, amending reportable segment disclosure requirements to include disclosure of incremental segment information on an annual and interim basis. Among the disclosure enhancements are new disclosures regarding significant segment expenses that are regularly provided to the chief operating decision-maker and included within each reported measure of segment profit or loss, as well as other segment items bridging segment revenue to each reported measure of segment profit or loss. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, and are applied retrospectively. The update had no material impact on our consolidated financial statements (See Note 17). 79 The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a significant effect on the Company’s consolidated financial statements. 5. Prepaid Expenses and Other The Company had prepaid expenses and other assets of $ 1,114,522 and $ 1,112,910 as of December 31, 2024 and December 31, 2023, respectively. Current period and prior period prepaid and other assets primarily relate to prepaid claim rentals, surety bonds, and prepaid insurance. 6. Net Loss Per Share A reconciliation of the components of basic and diluted net loss per share of common stock is presented in the tables below: Fiscal Year Ended Six Months Ended Fiscal Year Ended December 31, 2024 December 31, 2023 June 30, 2023 Net loss attributable to common stock $ ( 38,030,291 ) $ ( 40,766,308 ) $ ( 39,741,300 ) Weighted average shares for basic EPS 10,896,228 9,180,032 7,087,027 Effect of dilutive securities — — — Weighted average shares for diluted EPS 10,896,228 9,180,032 7,087,027 Basic EPS $ ( 3.49 ) $ ( 4.44 ) $ ( 5.61 ) Diluted EPS $ ( 3.49 ) $ ( 4.44 ) $ ( 5.61 ) There were 100,000 options and 726,375 warrants outstanding as of December 31, 2024. There were 100,000 options and 401,000 warrants outstanding as of December 31, 2023 and June 30, 2023. The options and warrants were not included in the computation of diluted earnings per share for the fiscal year ended December 31, 2024, six months ended December 31, 2023 and fiscal year ended June 30, 2023 due to being anti-dilutive. 7. Stockholders ’ Equity (Deficit) The Company has 45,000,000 shares of common stock authorized, and 15,000,000 authorized shares of preferred stock. As of December 31, 2024, 12,228,479 shares of common stock were outstanding, including 436,863 shares of unvested restricted stock. As of December 31, 2024, options and warrants to purchase 826,375 shares of common stock of the Company were outstanding. No shares of preferred stock have been issued. The remaining restricted stock outstanding will vest between January 2025 and March 2027. ATM Offering On June 8, 2023, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), pursuant to which the Company may offer and sell from time to time up to $ 40,000,000 of shares of the Company’s common stock through the Agent (the “ATM Offering”). The offer and sale of the common stock has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s registration statement on Form S-3. Sales of the common stock, pursuant to the Sales Agreement, may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the New York Stock Exchange or on any other existing trading market for the Company’s common stock. The Company has no obligation to sell any of the common stock under the Sales Agreement and may at any time suspend or terminate the offering of its common stock pursuant to the Sales Agreement upon notice and subject to other conditions. The Agent will act as sales agent and will use commercially reasonable efforts to sell on the Company’s behalf all of the common stock requested to be sold by the Company, consistent with the Agent’s normal trading and sales practices, on mutually agreed terms between the Agent and the Company. The Company pays the Agent a commission of 2.75 % of the gross proceeds of the Shares sold through it under the Sales Agreement. The Sales Agreement contains customary representations, warranties and agreements by the Company, customary indemnification obligations of the Company and the Agent against certain liabilities, including for liabilities under the Securities Act, and termination provisions. The Company sold 87,815 shares for the fiscal year ended December 31, 2024, 52,915 shares for the six month period ended December 31, 2023 and 158,461 shares for the year ended June 30, 2023 of common stock pursuant to the Sales Agreement for net proceeds 80 of approximately $ 1.8 million, $ 1.1 million and $ 4.1 million respectively. The balance remaining from the Sales Agreement as of December 31, 2024 is $ 33.0 million. Underwritten Offering On June 10, 2024, the Company entered into an underwriting agreement (the "June 2024 Underwriting Agreement") with Canaccord Genuity LLC and Cormark Securities Inc. (collectively, the "June 2024 Underwriters"), relating to the underwritten public offering (the “ June 2024 Offering”) of 731,750 units (the "Units") of the Company at a price of $ 20.50 per Unit. Each Unit consists of (i) one share of the Company's common stock and (ii) one-half of one accompanying warrant. Each whole accompanying warrant is exercisable to purchase one share of the Company's common stock at a price of $ 26.00 per warrant, exercisable for a period of 36 months. The June 2024 Underwriters agreed to purchase the Units from the Company pursuant to the June 2024 Underwriting Agreement at a price of $ 19.37 per Unit, which included a 5.5 % underwriting discount. The fair value of each warrant was estimated as of the date of grant using the Black-Scholes option-pricing model (Level 2 of the fair value hierarchy) with the following weighted average assumptions used: (i) risk-free interest rate of 4.57 %; (ii) expected life of 3.0 years; (iii) expected volatility of 57 .0%; and (iv) expected dividend yield of 0 %. The net proceeds from the June 2024 Offering were $ 13.7 million after deducting underwriting discounts and commissions and offering expenses. The June 2024 Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3. The June 2024 Offering closed on June 12, 2024. On July 24, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC and Freedom Capital Markets (collectively, the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 1,600,000 shares (the “Underwritten Shares”) of the Company’s common stock. All of the Underwritten Shares were sold by the Company. The offering price of the Underwritten Shares was $ 19.00 per share, and the Underwriters agreed to purchase the Underwritten Shares from the Company pursuant to the Underwriting Agreement at a price of $ 17.77 per share (the “Purchase Price”), which includes a 6.5 % Underwriters discount. The net proceeds from the Offering were $ 28.2 million after deducting underwriting discounts and commissions and offering expenses. The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3. The Offering closed on July 26, 2023. The Underwriting Agreement contained customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. January 2023 Private Placement On January 19, 2023, the Company completed the issuance and sale of an aggregate of 117,500 shares (the “January 2023 Shares”) of the Company’s common stock, for $ 20.00 per share, and warrants (the “January 2023 Warrants”) entitling each purchaser to purchase shares of common stock for $ 25.00 per share (the “January 2023 Warrant Shares” and together with the January 2023 Shares and the January 2023 Warrants, the “January 2023 Securities”), in a private placement (the “January 2023 Private Placement”) to certain accredited investors (the “January 2023 Investors”) pursuant to Subscription Agreements (the “January 2023 Subscription Agreements”), dated as of January 19, 2023 between the Company and each of the January 2023 Investors. The January 2023 Subscription Agreements include customary representations, warranties, and covenants by the January 2023 Investors and the Company. Pursuant to the January 2023 Warrants between the Company and each of the January 2023 Investors, the January 2023 Warrants are exercisable, in full or in part, at any time until the second anniversary of their issuance, at an exercise price of $ 25.00 per share of common stock. The January 2023 Warrants also provide for certain adjustments that may be made to the exercise price and the number of shares of common stock issuable upon exercise due to future corporate events or actions. The January 2023 Warrants were classified within equity and the proceeds from the capital raise were allocated to the warrants based on their relative fair value. The fair value of each of the January 2023 Warrants was estimated as of the date of grant using the Black-Scholes option-pricing model (Level 2 of the fair value hierarchy) with the following weighted average assumptions used: (i) risk-free interest rate of 4.65 %; (ii) expected life of 1 year; (iii) expected volatility of 40.4 %; and (iv) expected dividend yield of 0 %. Petrie Partners Securities, LLC (“Petrie”) assisted the Company with the January 2023 Private Placement and received compensation equal to 3.25 % of the proceeds from the January 2023 Investors solicited by Petrie. Net proceeds from the January 2023 Private Placement totaled approximately $ 2.3 million. The January 2023 Securities sold were not registered under the Securities Act, but the January 2023 Shares and the January 2023 Warrant Shares are subject to a Registration Rights Agreement allowing the shares to be registered by the holders at a future date. 81 May 2023 Warrant Exercise In May 2023, the Company offered the holders of its December 2022 Warrants and January 2023 Warrants with an original exercise price of $ 25.00 , (collectively, “the Original Warrants”) the opportunity to exercise those warrants at the reduced exercise price of $ 22.00 (the “Modified Warrants”) and receive shares of common stock, par value $ 0.01 per share of Contango ORE, Inc. by paying the reduced exercise price in cash and surrendering the original warrants on or before May 9, 2023. A total of 313,000 Original Warrants were exercised resulting in total cash to the Company of $ 6.9 million (the “Warrant Exercise Proceeds”) and the issuance of 313,000 shares of Company common stock upon such exercise. Such shares of common stock were issued in reliance on an exemption from registration under the Securities Act, pursuant to Section 4(a)(2) thereof. The bases for the availability of this exemption include the facts that the issuance was a private transaction which did not involve a public offering and the shares were offered and sold to a limited number of purchasers. Proceeds from the exercise of the warrants were used for working capital purposes and for funding future obligations of the Company. In connection with the accelerated exercise of the December 2022 Warrants and January 2023 Warrants, the Company agreed to issue new warrants to purchase shares of Company common stock at $ 30.00 per share to the exercising holders in the amount of the respective December 2022 Warrants and January 2023 Warrants that were exercised by such holders. As a result, the Company has issued new warrants to purchase 313,000 shares of Company common stock (the “May 2023 Warrants”). Consistent with the accounting guidance for modifications of a freestanding equity-classified warrant as a part of an equity offering, the Company recorded the excess in fair value of the modified warrants over the Original Warrants as an equity issuance cost, of approximately $ 383,000 . The fair value of the modified warrants and the original warrants were calculated as of May 9, 2023 with the following weighted average assumptions used: (i) risk-free interest rate of 4.81 %; (ii) expected life of 1 year; (iii) expected volatility of 42.5 %; and (iv) expected dividend yield of 0 %. The May 2023 Warrants were classified within equity and the proceeds from the capital raise were allocated to the May 2023 warrants based on their relative fair value. The fair value of each of the May 2023 Warrants was estimated as of the date of grant using the Black-Scholes option-pricing model (Level 2 of the fair value hierarchy) with the following weighted average assumptions used: (i) risk-free interest rate of 4.81 %; (ii) expected life of 1.5 year; (iii) expected volatility of 43.7 %; and (iv) expected dividend yield of 0 %. 8. Acquisitions HighGold Acquisition On May 1, 2024 , the Company entered into a definitive arrangement agreement (the “Arrangement Agreement”) by and among the Company, Contango Mining Canada Inc., a corporation organized under the laws of British Columbia and a wholly owned subsidiary of the Company, 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 $ 33.8 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. 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 has 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. The total 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 82 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 of the Cash Consideration 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. The Company evaluated these acquisitions under ASC 805, Business Combinations. ASC 805 requires that an acquirer determine whether it has acquired a business. If the criteria of ASC 805 are met, a transaction would be accounted for as a business combination and the purchase price is allocated to the respective net assets assumed based on their fair values and a determination is made whether any goodwill results from the transaction. In evaluating the criteria outlined by this standard, the Company concluded that the acquired set of assets did not meet the US GAAP definition of a business (there are several reasons the assets do not constitute a business including the fact that the assembled workforce does not currently perform a substantive process). Therefore, the Company accounted for both purchases as an asset acquisition. With regards to the HighGold acquisition, the Company allocated the total consideration transferred on the date of the acquisition, approximately $ 35.0 million, to the assets acquired on a relative fair value basis. The total consideration transferred was comprised of $ 33.8 million in shares and $ 1.2 million in direct transactions costs. With regards to the Avidian Alaska acquisition, the Company allocated the total consideration transferred on the date of the acquisition, approximately $ 2.1 million, to the assets acquired on a relative fair value basis. The total consideration was comprised of $ 0.4 million in scheduled cash payments, and $ 1.7 million in shares. The Avidian Alaska acquisition included a $ 1,000,000 payable contingent upon the Company achieving a decision to proceed with commercial production within 120 months of the closing date. Given that the Company is still in the early exploration stage of the Avidian claims and has no current plans or data that would support the development of a mine, it cannot reasonably conclude that reaching commercial production is probable. As such, no liability will be recognized for the deferred consideration. If circumstances change within the 120-month period outlined by the Avidian stock purchase agreement and commercial production is deemed probable, management will recognize the deferred consideration with a corresponding increase to the related mineral property. As such, the Company will no t recognize any amount for the deferred consideration portion in the acquisition of Avidian. That is, because a liability cannot be recognized in accordance with ASC 450, the fair value is zero . 9. Property & Equipment The table below sets forth the book value by type of fixed asset as well as the estimated useful life: Asset Type Estimated Useful Life (in years) December 31, 2024 December 31, 2023 Mineral properties N/A - Units of Production $ 48,833,661 $ 11,700,726 Land Not Depreciated 87,737 87,737 Buildings and improvements 20 - 39 1,455,546 1,455,546 Machinery and equipment 3 - 10 420,171 287,635 Vehicles 5 136,037 135,862 Computer and office equipment 5 39,560 23,571 Furniture & fixtures 5 2,270 2,270 ROU Asset 2 86,952 — Less: Accumulated depreciation and amortization ( 362,701 ) ( 244,864 ) Less: Accumulated impairment ( 122,136 ) ( 122,136 ) Property & Equipment, net $ 50,577,097 $ 13,326,347 10. Investment in Peak Gold, LLC The Company recorded its initial investment at the historical book value of the assets contributed to the Peak Gold JV which was approximately $ 1.4 million. As of December 31, 2024, the Company has contributed approximately $ 106.2 million to the Peak Gold JV. 83 The following table is a roll-forward of our investment in the Peak Gold JV as of December 31, 2024: Investment in Peak Gold, LLC Investment balance at December 31, 2023 $ 28,064,405 Investment in Peak Gold LLC 15,450,000 Loss from equity investment in Peak Gold LLC ( 140,253 ) Investment balance at March 31, 2024 $ 43,374,152 Investment in Peak Gold LLC 11,790,000 Loss from equity investment in Peak Gold LLC ( 695,633 ) Investment balance at June 30, 2024 $ 54,468,519 Investment in Peak Gold LLC 4,050,000 Distributions received from Peak Gold, LLC ( 19,500,000 ) Income from equity investment in Peak Gold LLC 28,525,857 Investment balance at September 30, 2024 $ 67,544,376 Investment in Peak Gold LLC — Distributions received from Peak Gold, LLC ( 21,000,000 ) Income from equity investment in Peak Gold LLC 13,979,246 Investment balance at December 31, 2024 $ 60,523,622 The following table presents the condensed balance sheets for the Peak Gold JV as of December 31, 2024 and December 31, 2023 in accordance with US GAAP: December 31, 2024 December 31, 2023 ASSETS Current assets $ 166,365,590 $ 20,303,084 Non-current assets 218,643,898 207,706,448 TOTAL ASSETS $ 385,009,488 $ 228,009,532 LIABILITIES AND MEMBERS’EQUITY Current liabilities $ 45,985,161 $ 23,303,400 Non-current liabilities 59,031,019 32,910,212 TOTAL LIABILITIES $ 105,016,180 $ 56,213,612 MEMBERS’ EQUITY 279,993,308 171,795,920 TOTAL LIABILITIES AND MEMBERS’ EQUITY $ 385,009,488 $ 228,009,532 The following table presents the condensed results of operations for the Peak Gold JV for the fiscal year ended December 31, 2024, the six month period ended December 31, 2023 and the fiscal year ended June 30, 2023 in accordance with US GAAP: Fiscal Year Ended Six Months Ended Fiscal Year Ended December 31, 2024 December 31, 2023 June 30, 2023 Revenue $ 344,859,461 $ - $ - Cost of sales ( 168,125,264 ) — — Gross profit 176,734,197 — — Other expenses ( 37,836,809 ) ( 6,914,374 ) ( 9,314,686 ) Net Income/(Loss) $ 138,897,388 $ ( 6,914,374 ) $ ( 9,314,686 ) The Company’s share of the Peak Gold JV’s results of operations for the fiscal year ended December 31, 2024 was income of $ 41.7 million. The Company’s share of the Peak Gold JV’s results of operations for the six months ended December 31, 2023 and fiscal year ended June 30, 2023 were a loss of $ 2.1 million and $ 2.8 million, respectively. The Peak Gold JV income and losses do not include any provisions related to income taxes as the Peak Gold JV is treated as a partnership for income tax purposes. The Company's cumulative investment in the Peak Gold JV exceeded its cumulative losses as of 84 December 31, 2024; therefore the Company’s investment in the Peak Gold JV as of December 31, 2024 was $ 60.5 million. The Company's cumulative investment in the Peak Gold JV, exceeded the Company's cumulative losses as of December 31, 2023, therefore, recorded a $ 28.1 million investment in Peak Gold JV as of December 31, 2023. For the fiscal year ended June 30, 2023, the Company’s share of the Peak Gold JV’s inception-to-date cumulative loss of $ 44.8 million, exceeded the Company's cumulative investment in the Peak Gold JV and the equity method of accounting was suspended, which resulted in suspended losses and an investment balance of zero at June 30, 2023. If the Company elects not to fund its interest in the Peak Gold JV, its interest would be diluted. 11. Stock Based Compensation On September 15, 2010, the Board adopted the Contango ORE, Inc. Equity Compensation Plan (the “2010 Plan”). On November 10, 2022, the stockholders of the Company approved and adopted the Second Amendment (the “Second Amendment”) to the Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan (as amended, the “Amended Equity Plan”) which increased the number of shares of common stock that the Company may issue under the Amended Equity Plan by 600,000 shares. Under the Amended Equity Plan, the Board may issue up to 2,600,000 shares of common stock and options to officers, directors, employees or consultants of the Company. Awards made under the Amended Equity Plan are subject to such restrictions, terms and conditions, including forfeitures, if any, as may be determined by the Board. On November 14, 2023, the stockholders of the Company approved and adopted the 2023 Omnibus Incentive Plan (the “2023 Plan”) (together with the Amended Equity Plan referred to as the “Equity Plans”), which replaces the 2010 Plan with respect to new grants by the Company. Shares available for grant under the 2023 Plan consist of 193,500 shares of common stock plus (i) any shares remaining available for grant under the 2010 Plan ( 458,376 shares as of December 31, 2024), (ii) unexercised shares subject to appreciation awards (i.e. stock options or other stock-based awards based on the appreciation in value of a share of the Company’s common stock) granted under the 2010 Plan that expire, terminate, or are canceled for any reason without having been exercised in full, and (iii) shares subject to awards that are not appreciation awards granted under the 2010 Plan that are forfeited for any reason. As of December 31, 2024, there were 436,863 shares of unvested restricted common stock outstanding and 100,000 options to purchase shares of common stock outstanding issued under the Equity Plans. Stock-based compensation expense for the fiscal year ended December 31, 2024 was $ 2.6 million. Stock-based compensation expense for the six month period ended December 31, 2023 and fiscal year ended June 30, 2023 were $ 1.6 million and $ 2.9 million, respectively. The compensation expense recognized does not reflect cash compensation actually received by the individuals during the current period, but rather represents the amount of expense recognized by the Company in accordance with US GAAP. All restricted stock grants are expensed over the applicable vesting period based on the fair value at the date the stock is granted. The grant date fair value may differ from the fair value on the date the individual’s restricted stock actually vests. Stock Options. Under the Equity Plans, options granted must have an exercise price equal to or greater than the market price of the Company’s common stock on the date of grant. The Company may grant key employees both incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, and stock options that are not qualified as incentive stock options. Stock option grants to non-employees, such as directors and consultants, may only be stock options that are not qualified as incentive stock options. Options generally expire after five years . Upon option exercise, the Company’s policy is to issue new shares to option holders. The Company applies the fair value method to account for stock option expense. Under this method, cash flows from the exercise of stock options resulting from tax benefits in excess of recognized cumulative compensation cost (excess tax benefits) are classified as financing cash flows. See Note 4 - Summary of Significant Accounting Policies. All employee stock option grants are expensed over the stock option’s vesting period based on the fair value at the date the options are granted. The fair value of each option is estimated as of the date of grant using the Black-Scholes options-pricing model. Expected volatilities are based on the historical weekly volatility of the Company’s stock with a look-back period equal to the expected term of the options. The expected dividend yield is zero as the Company has never declared and to does not anticipate declaring dividends on its common stock. The expected term of the options granted represent the period of time that the options are expected to be outstanding. The simplified method is used for estimating the expected term, due to the lack of historical stock option exercise activity. The risk-free interest rate is based on U.S. Treasury bills with a duration equal to or close to the expected term of the options at the time of grant. There were no newly vested stock options in the fiscal year ended December 31, 2024, six month period ended December 31, 2023 or for the fiscal year ended June 30, 2023. As of December 31, 2024, the total unrecognized compensation cost related to nonvested stock options was nil . As of December 31, 2024, the stock options had a weighted average remaining life of 0.13 years. 85 A summary of the status of stock options granted as of December 31, 2024, December 31, 2023, and June 30, 2023, and changes during the periods then ended, is presented in the table below: Fiscal Year Ended December 31, Six Months Ended December 31, Fiscal Year Ended June 30, 2024 2023 2023 Weighted Weighted Weighted Shares Average Shares Average Shares Average Under Exercise Under Exercise Under Exercise Options Price Options Price Options Price Outstanding, beginning of year 100,000 $ 14.50 100,000 $ 14.50 100,000 $ 14.50 Granted — — — — — — Exercised — — — — — — Forfeited — — — — — — Cancelled — — — — — — Outstanding, end of year 100,000 $ 14.50 100,000 $ 14.50 100,000 $ 14.50 Aggregate intrinsic value $ 431,000 $ 506,000 $ 1,133,000 Exercisable, end of year 100,000 $ 14.50 100,000 $ 14.50 100,000 $ 14.50 Aggregate intrinsic value $ 431,000 $ 506,000 $ 1,133,000 Available for grant, end of year 458,376 617,526 473,386 Weighted average fair value of options granted during the year (1) $ — $ — $ — (1) There were no options granted during the year ended December 31, 2024, six month period ended December 31, 2023 or fiscal years ended June 30, 2023. Restricted Stock. Under the Equity Plans, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) shall determine to what extent, and under what conditions, the Participant shall have the right to vote shares of Stock Awards and to receive any dividends or other distributions paid on such shares during the restriction period. The terms and applicable voting and dividend rights are outlined in the individual restricted stock agreements. All restricted stock grants are expensed over the applicable vesting period based on the fair value at the date the stock is granted. The grant date fair value may differ from the fair value on the date the individual’s restricted stock actually vests. The total grant date fair value of the restricted stock granted for the fiscal year ended December 31, 2024 was $ 2.6 million. The total grant date fair value of the restricted stock granted in the six month period ended December 31, 2023 and fiscal year ended June 30, 2023 were $ 0.2 million and $ 7.0 million, respectively. As of December 31, 2024, there were 436,863 shares of such restricted stock that remained unvested and the total compensation cost related to nonvested restricted share awards not yet recognized was $ 1,718,376 . The remaining costs are expected to be recognized over the remaining vesting period of the awards. 86 Below table indicates the unvested restricted stock balance as of December 31, 2024 and December 31, 2023: Number of restricted shares unvested Balance - January 1, 2024 433,528 Restricted shares granted 159,150 Restricted shares vested ( 155,815 ) Balance - December 31, 2024 436,863 Balance - July 1, 2023 429,376 Restricted shares granted 10,819 Restricted shares vested ( 6,667 ) Balance - December 31, 2023 433,528 12. Commitments and Contingencies Tetlin Lease . The Tetlin Lease had an initial ten-year term beginning July 2008 which was extended for an additional ten years to July 15, 2028, and for so long thereafter as the Peak Gold JV initiates and continues to conduct mining operations on the Tetlin Lease. Pursuant to the terms of the Tetlin Lease, the Peak Gold JV is required to spend $ 350,000 per year until July 15, 2028 in exploration costs. The Company’s exploration expenditures through the 2023 exploration program have satisfied this requirement because exploration funds spent in any year in excess of $ 350,000 are credited toward future years’ exploration cost requirements. Additionally, should the Peak Gold JV derive revenues from the properties covered under the Tetlin Lease, the Peak Gold JV is required to pay the Tetlin Tribal Council a production royalty ranging from 3.0 % to 5.0 %, depending on the type of metal produced and the year of production. In lieu of a $ 450,000 cash payment to the Peak Gold JV from the Tetlin Tribal Council to increase its production royalty by 0.75 %, the Peak Gold JV agreed to credit the $ 450,000 against future production royalty and advance minimum royalty payments due to the Tetlin Tribal Council under the lease once production begins. Until such time as production royalties begin, the Peak Gold JV must pay the Tetlin Tribal Council an advance minimum royalty of approximately $ 75,000 per year, and subsequent years are escalated by an inflation adjustment. Production commenced in July 2024 and the Peak Gold JV has started to satisfy the production royalty obligations pursuant to the terms of the Tetlin Lease. Gold Exploration . The Company’s Triple Z, Eagle/Hona, Shamrock, Willow, Golden Zone, Amanita, Amanita NE and Lucky Shot claims are all located on State of Alaska lands. The Company released its Bush and West Fork claims in November 2020. The annual claim rentals on these projects vary based on the age of the claims, and are due and payable in full by November 30 of each year. Annual claims rentals for the 202 4- 202 5 assessment year totaled $ 436,258 . The Company paid the current year claim rentals in November 2024. The associated rental expense is amortized over the rental claim period, September 1 st - August 31 st of each year. As of December 31, 2023, the Peak Gold JV had met the annual labor requirements for the Manh Choh Project acreage for the next four years, which is the maximum period allowable by Alaska law. Lucky Shot Property . With regard to the Lucky Shot Property, the Company will be obligated to pay CRH Funding II PTE. LTD, a Singapore private limited corporation (“CRH”), additional consideration if production on the Lucky Shot Property meets two separate milestone payment thresholds. If the first threshold of (1) an aggregate “mineral resource” equal to 500,000 ounces of gold or (2) production and receipt by the Company of an aggregate of 30,000 ounces of gold (including any silver based on a 1:65 gold:silver ratio) is met, then the Company will pay CRH $ 5 million in cash and $ 3.75 million in newly issued shares of Contango common stock. If the second threshold of (1) an aggregate “mineral resource” equal to 1,000,000 ounces of gold or (2) production and receipt by the Company of an aggregate of 60,000 ounces of gold (including any silver based on a 1:65 gold:silver ratio) is met, then the Company will pay CRH $ 5 million in cash and $ 5 million in newly issued shares of Contango common stock. If payable, the additional share consideration will be issued based on the 30-day volume. Royal Gold Royalties . Royal Gold currently holds a 3.0 % overriding royalty on the Tetlin Lease and certain state mining claims. Royal Gold also holds a 28.0 % net smelter returns silver royalty on all silver produced from a defined area within the Tetlin Lease. Pursuant to the CORE Purchase Agreement, the Company received a prepayment of $ 1,200,000 for its direct 87 share of silver royalty payments from KG Mining. If the aggregate amount of silver royalty payments exceeds $ 1,200,000 , then beginning with the following calendar quarter such point, the Company shall receive within 45 days after the last day of each such calendar quarter, an amount equal to the product of (i) the amount of the silver royalty earned by the Company pursuant to the Omnibus Royalty Agreement from and after the point at which the silver royalty became greater than $ 1,200,000 and (ii) CORE Alaska's weighted average interest in the Company during such calendar quarter. The Peak Gold JV commenced production in July 2024 and therefore the Company has started to drawdown the $ 1,200,000 prepayment into income. The Company has recognized $ 127,366 into income as of December 31, 2024. CIRI Lease Agreement. JT Mining Inc. entered into a lease agreement effective May 17, 2019 with CIRI and shall pay the sum of $ 150,000 on the fifth through ninth anniversaries of the effective date, provided that JT Mining Inc.'s obligations to make such payments shall terminate on the commencement of Commercial Production as defined under the agreement. A Commercial Production decision has not been made to date. CIRI Exploration Agreement. JT Mining Inc. entered into an exploration agreement effective July 1, 2023 with CIRI and on each anniversary of the effective date thereafter during the 4 year term shall pay to CIRI an amount equal to $ 25,000 as consideration for grant of the rights under the agreement and for the purpose.of covering CIRI's administrative costs associated with exploration activities. Mining Lease and Option to Purchase Agreement Amanita Project. Avidian Alaska entered into a 15 year lease agreement with an effective date of July 18, 2015 with Tanya Stolz. Avidian Alaska shall pay minimum annual lease payments as outlined under the schedule in section 4.1 of the agreement. Avidian Alaska's obligation for July 18, 2025 is $ 100,000 and will increase by $ 10,000 per year, with a final payment on July 18, 2030 for $ 130,000 . The minimum payments will be credited against Avidian Alaska's royalty payment obligations under the agreement and the Company is currently in good standing. Retention Agreements . The Company has entered into retention agreements with its Chairman and former Chief Executive Officer, Brad Juneau, providing for a payment upon a change of control (as defined in the applicable retention agreement, as amended), provided that the recipient is in the service of the Company when the change of control occurs. Mr. Juneau will receive a payment of $ 1,000,000 upon a change of control that takes place prior to August 6, 2025. Employment Agreements . Mr. Clark is serving as the Company’s Chief Financing Officer and Secretary and is responsible for performing the functions of the Company’s principal financial officer. Pursuant to his Employment Agreement, Mr. Clark receives a base salary of $ 300,000 per annum. Mr. Clark is entitled to receive short-term incentive plan and long-term incentive plan bonuses and awards that can be paid in the form of a combination of cash, restricted stock and options, which will be set forth in plans and agreements adopted, or to be adopted, by the Board. He will also receive 12 months of his regular base salary, all bonus amounts paid in the 12 months preceding the termination, and reimbursement for continued group health insurance coverage for 12 months following the termination or the date he becomes eligible for alternative coverage through subsequent employment as severance benefits in the event that his employment with the Company is terminated by the Company other than for just cause or he resigns due to a material, uncured breach of the Employment Agreement by the Company. He is also entitled to enhanced severance benefits if he terminates his employment within 30 days following a change of control (18 months of base salary and bonus amounts or 24 months of base salary and bonus amounts if the change of control is after July 1, 2025). Any payment of severance benefits to him under the Employment Agreement is conditioned on his timely agreement to, and non-revocation of, a full and final release of legal claims in favor of the Company. Rick Van Nieuwenhuyse is serving as the Company’s President & Chief Executive Officer and director. Mr. Van Nieuwenhuyse entered into an employment agreement with the Company on September 16, 2024 (the “CEO Employment Agreement”), which superseded the employment offer letter with Mr. Van Nieuwenhuyse, dated December 31, 2019, as amended and modified. Pursuant to the CEO Employment Agreement, Mr. Van Nieuwenhuyse continues to receive a base salary of $ 500,000 per annum. Mr. Van Nieuwenhuyse continues to be entitled to receive short-term incentive plan and long-term incentive plan bonuses and awards that will be paid in the form of a combination of cash, restricted stock and options, which will be set forth in plans and agreements adopted, or to be adopted, by the Board. He will also receive 12 months of his regular base salary, all bonus amounts paid in the 12 months preceding the termination, and reimbursement for continued group health insurance coverage for 12 months following the termination or the date he becomes eligible for alternative coverage through subsequent employment as severance benefits in the event that his employment with the Company is terminated by the Company other than for just cause or he resigns due to a material, uncured breach of the Employment Agreement by the Company. He is also entitled to enhanced severance benefits if he terminates his employment within 30 days following a change of control. Any payment of severance benefits to him under the CEO Employment Agreement is conditioned on his timely agreement to, and non-revocation of, a full and final release of legal claims in favor of the Company. Short Term Incentive Plan . The Compensation Committee of the Company's board of directors (the “Compensation Committee”) adopted a Short-Term Incentive Plan (the “STIP”) for the benefit of its executive officers. Pursuant to the terms 88 of the STIP, the Compensation Committee establishes performance goals at the beginning of each year and then at the end of the year will evaluate the extent to which, if any, the officers meet such goals. The STIP provides for a payout ranging between 0 % and 150 % of an officer’s annual base salary, depending on what performance rating is achieved. Amounts due under the STIP can be partially settled in the form of restricted stock, subject to the terms of the 2023 Plan and discretion of the Compensation Committee. 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. 13. Income Taxes Fiscal Year Ended December 31, Six Months Ended December 31, Fiscal Year Ended June 30, 2024 2023 2023 Income tax benefit at statutory tax rate $ ( 8,016,170 ) $ ( 8,560,924 ) $ ( 8,345,673 ) State tax benefit ( 20,943 ) 1,159,273 ( 3,225,218 ) Return to provision ( 1 ) ( 20,354 ) — Effect of rates different than statutory ( 74,936 ) ( 19,957 ) — Permanent differences 347,651 ( 5,119 ) 19,916 Stock based compensation — — ( 527,765 ) Legal fees — — 24,167 Convertible debt interest 397,630 198,825 368,875 162(m) Limitation — — 373,763 Other valuation allowance 7,283,368 7,248,256 11,311,935 Income tax benefit $ ( 83,401 ) $ — $ — The provision for income taxes for the periods indicated below are comprised of the following: 89 Fiscal Year Ended December 31, Six Months Ended December 31, Fiscal Year Ended June 30, 2024 2023 2023 Current: Federal $ 3,690 $ — $ — State 3,420 — — Total current income tax (benefit) / expense $ 7,110 $ — $ — Deferred: Federal $ ( 66,866 ) $ — $ — State ( 23,645 ) — — Total deferred income tax (benefit) / expense $ ( 90,511 ) $ — $ — Total income tax (benefit) / expense $ ( 83,401 ) $ — $ — The net deferred tax asset is comprised of the following: Fiscal Year Ended December 31, Six Months Ended December 31, Fiscal Year Ended June 30, 2024 2023 2023 Deferred tax asset: Investment in the Peak Gold JV $ 13,061,391 $ 15,587,054 $ 14,203,470 State deferred tax assets 10,483,657 5,569,010 6,728,285 Stock option expenses 1,209,422 1,374,914 1,106,783 Derivatives 12,169,077 4,917,734 — Net operating losses 15,009,092 6,865,323 5,027,243 Valuation allowance ( 52,239,634 ) ( 34,314,035 ) ( 27,065,781 ) Net deferred tax asset / (liability) $ ( 306,995 ) $ — $ — At each reporting period, the Company weigh's all positive and negative evidence to determine whether the deferred tax assets are more likely than not to be realized. As a result of this analysis at December 31, 2024, the Company provided a full valuation allowance against the deferred tax assets. As part of the HighGold acquisition, the Company measured and recorded a net deferred tax liability through acquisition accounting with an offsetting entry to the exploration and evaluation assets. The Company used the simultaneous equation method for measuring the net deferred tax liability of $ 306,995 at December 31, 2024. As of December 31, 2023 and June 30, 2023, the Company determined a valuation allowance was necessary as the Company had a history of book and tax losses. The Company had not generated any revenue from mineral sales or operations and did not have any recurring sources of revenue. During the fiscal year ended December 31, 2024, the Company had a change in its valuation allowance of approximately $ 17.9 million. The Company concluded that it is not more likely than not that it will realize the benefit of its deferred tax assets and accordingly will provide a full valuation allowance against the deferred tax assets as of December 31, 2024. At December 31, 2024, the Company had U.S. federal tax loss carry-forwards of approximately $ 56.0 million, and state of Alaska tax loss carry-forwards of approximately $ 39.2 million. Use of future NOLs may be limited if the Company undergoes an ownership change. Generally, an ownership change occurs if certain persons or groups, increase their aggregate ownership in us by more than 50 percentage points looking back over a rolling three-year period. If an ownership change occurs, our ability to use our NOLs to reduce income taxes is limited to an annual amount, or the Section 382 limitation, equal to the fair market value of our common stock immediately prior to the ownership change multiplied by the long term tax-exempt interest rate, which is published monthly by the Internal Revenue Service. In the event of an ownership change, NOLs can be used to offset taxable income for years within a carry-forward period subject to the Section 382 limitation. The Company performed an evaluation as of December 31, 2024. From the period January 2024 to December 2024, from June 2023 to December 2023 and from June 2022 to June 2023 there were no ownership changes under the meaning of Section 382. The 90 Company experienced an ownership change on March 22, 2013. Based upon the Company’s determination of its annual limitation related to this ownership change, management believes that Section 382 should not otherwise limit the Company’s ability to utilize its federal or state NOLs during their applicable carryforward periods. The Company did no t have any unrecognized tax benefits as of December 31, 2024. The amount of unrecognized tax benefits may change in the next twelve months; however the Company does not expect the change to have a significant impact on our results of operations or our financial position. The Company’s tax returns are subject to periodic audits by the various jurisdictions in which the Company operates . The Company's state of Alaska and federal tax return are both open for examination for the years June 30, 2013 through December 31, 2024. These audits can result in adjustments of taxes due or adjustments of the NOL carryforwards that are available to offset future taxable income. The Company’s policy is to recognize estimated interest and penalties related to potential underpayment on any unrecognized tax benefits as a component of income tax expense in the Consolidated Statement of Operations. The Company does not anticipate that the total unrecognized benefits will significantly change due to the settlement of audits and the expiration of the statute of limitations before December 31, 2024. On August 16, 2022, the Inflation Reduction Act (the “IRA”) was signed into law and includes a number of tax-related provisions, including (i) a 15-percent book minimum tax (“AMT”) on adjusted financial statement income once the three year average of adjusted financial statement income is greater than $1.0 billion, (ii) certain clean energy tax incentives in the form of tax credits, and (iii) a one-percent excise tax on certain corporate stock buybacks (effective beginning January 1, 2023). The Company does not anticipate that the IRA will have a significant impact on the Company’s financial position or results of operations. 14. Debt The table below shows the components of Debt, net as of December 31, 2024 and December 31, 2023: Fiscal Year Ended December 31, Fiscal Year Ended December 31, 2023 2024 Secured Debt Facility Principal amount $ 30,000,000 $ 52,100,000 Unamortized debt discount ( 2,411,532 ) ( 1,188,535 ) Unamortized debt issuance costs ( 2,394,168 ) ( 1,543,742 ) Debt, net $ 25,194,300 $ 49,367,723 Convertible Debenture Principal amount $ 20,000,000 $ 20,000,000 Unamortized debt discount ( 414,854 ) ( 321,377 ) Unamortized debt issuance costs ( 99,587 ) ( 77,147 ) Debt, net $ 19,485,559 $ 19,601,476 Total Debt, net $ 44,679,859 $ 68,969,199 Less current portion $ 7,900,000 $ 42,600,000 Non-current debt, net $ 36,779,859 $ 26,369,199 91 Secured Credit Facility On May 17, 2023, the Company entered into a credit and guarantee agreement (the “Credit Agreement”), by and among CORE Alaska as the borrower, each of the Company, LSA, and Contango Minerals, as guarantors, each of the lenders party thereto from time to time, ING Capital LLC as administrative agent for the lenders, and Macquarie Bank Limited, as collateral agent for the secured parties. The Credit Agreement provides for a senior secured loan facility (the “Facility”) of up to US$ 70 million, of which $ 65 million is committed in the form of a term loan facility and $ 5 million is uncommitted in the form of a liquidity facility. As of December 31, 2024, the Company has drawn $ 60 million on the term loan facility and has made $ 7.9 million in principal repayments with a balance of $ 52.1 million outstanding. On February 18, 2025 the Company amended the Facility to defer $ 10.6 million of principal repayments and delivery of 15,000 hedged gold ounces into the first half of 2027 (the "New Repayment Schedule") and extend the maturity date of the Facility from December 31, 2026 to June 30, 2027 (See Note 18) . Credit Agreement is secured by all the assets and properties of the Company and its subsidiaries, including the Company’s 30 % interest in Peak Gold, LLC, but excluding the Company’s equity interests of LSA in respect of the Lucky Shot mine. As a condition precedent to the second borrowing, the Company was required to hedge 124,600 ounces of its attributable gold production from Manh Choh. On August 2, 2023, CORE Alaska entered into a series of hedging agreements with ING and Macquarie for the sale of an aggregate of 124,600 ounces of gold at a weighted average price of $ 2,025 per ounce, which satisfied the condition of the second borrowing. The hedge agreements have delivery obligations beginning in July 2024 and ending in June 2027. The Company delivered 37,861 ounces of gold into the hedging agreements as of December 31, 2024. See Note 15 - Derivatives and Hedging Activities. Term loans, which can be made quarterly are to be used only to finance cash calls to the Peak Gold JV, fund the debt service reserve account, pay corporate costs in accordance with budget and base case financial model and fees and expenses in connection with the loan. Loans under the Facility can be Base Rate loans at the Base Rate plus the Applicable Margin or Secured Overnight Financing Rate (“SOFR”) loans at the three month adjusted term SOFR plus the Applicable Margin. The type of loan is requested by the borrower at the time of the borrowing and the type loan may be converted. The “Base Rate” is the highest of Prime Rate, Federal Funds Rate plus 0 .50 % or Adjusted Term SOFR for one month plus 1 %. “Adjusted Term SOFR” is Term SOFR plus a SOFR Adjustment of 0 .15 % per annum. “Term SOFR” is the secured overnight financing rate as administered by the Term SOFR Administrator. The “Applicable Margin” is (i) 6.00 % per annum prior to the completion date for the Manh Choh Project and (ii) 5.00 % per annum thereafter, which will be payable quarterly. Interest is payable commencing on the date of each loan and ending on the next payment date. The interest payment dates prior to November 1, 2025 are the last day of July, October, January and April; thereafter the payment dates are the last day of March, June, September and December. The Company also will pay commitment fee on average daily unused borrowings equal to a rate of 40 % of the Applicable Margin. The commitment fee is payable in arrears on each interest payment date with the final on the commitment termination date, which is 18 months after the closing date of May 17, 2023. As of December 31, 2024, the Company had no unused borrowing commitments. Borrowings under the term loan facility carried an original issue discount of $ 2.3 million and debt issuance costs of approximately $ 1.6 million. As of December 31, 2024, the unamortized discount and issuance costs were $ 1.2 million and $ 1.6 million, respectively and the carrying amount, net of the unamortized discount and issuance costs was $ 49.4 million. As of December 31, 2023, the unamortized discount and issuance costs were $ 2.4 million and $ 2.4 million, respectively and the carrying amount, net of the unamortized discount and issuance costs was $ 25.2 million. The fair value of the debt (Level 2) as of December 31, 2024 and December 31, 2023 was $ 52.1 million and $ 30.0 million, respectively. For fiscal year ended December 31, 2024 the Company recognized interest expense totaling $ 9.8 million related to this debt (inclusive of $ 5.8 million of contractual interest and approximately $ 4.0 million related to the amortization of the discount and issuance fees).The Company recognized interest expense totaling $ 1.4 million related to this debt for the six months ended December 31, 2023 (inclusive of approximately $ 1.1 million of contractual interest, and approximately $ 0.3 million related to the amortization of the discount and issuance fees). For fiscal year ended June 30, 2023, the Company recognized interest expense totaling $ 0.2 million related to the term loan facility (inclusive of $ 145,000 of contractual interest and approximately $ 17,000 related to the amortization of the discount and issuance fees). The effective interest rate of the term loan facility was 11.06 % as of December 31, 2024 and 11.58 % as of December 31, 2023. As of December 31, 2024 and December 31, 2023, the effective interest rate for the amortization of the discount and issuance costs was 8.5 % and 5.6 %, respectively. 92 The Credit Agreement contains representations and warranties and affirmative and negative covenants customary for credit facilities of this type, including limitations on the Company and its subsidiaries with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets, transactions with affiliates and entry into hedging arrangements. The Credit Agreement, as amended also requires the Company to maintain, as of the last day of each fiscal quarter, (i) a historical debt service coverage ratio of no less than 1.30 to 1.00 (not applicable until commercial production has been declared which has not occurred to date), (ii) a projected debt service coverage ratio until the Maturity Date of no less than 1.30 to 1.00; (iii) a loan life coverage ratio until the Maturity Date of no less than 1.40 to 1.00; (iv) a discounted present value cash flow coverage ratio until the Manh Choh gold project termination date of no less than 1.70 to 1.00; and (v) a reserve tail (i.e., gold production) ratio until the Maturity Date of no less than 25 %. The Credit Agreement also includes customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by the Company or any of its material subsidiaries being false in any material respect, default under certain other material indebtedness, certain insolvency or receivership events affecting the Company or any of its material subsidiaries, certain ERISA events, material judgments and a change in control, in each case, subject to cure periods and thresholds where customary. The Company is also required to maintain a minimum cash balance of $ 2 million. As of December 31, 2024, the Company was in compliance with or received a waiver or consent from ING and Macquarie on all of the required debt covenants. The waivers and consents primarily related to the Company's entry into transactions that required conditions to be modified under the Credit Agreement. The waiver in February 2025, extended out principal repayments on the Facility to align with expected cash flows from the Peak Gold JV. As of December 31, 2024, the Company had drawn a total of $ 60.0 million on the Facility. The Company made a $ 2.0 million principal repayment in July 2024 and paid a $ 5.9 million principal repayment in October 2024. The Company is scheduled to repay $ 42.6 million of principal in 2025 and the remaining $ 9.6 million of principal through to September 2026. In connection with entering into the Credit Agreement, the Company entered into a mandate lender arrangement fee letter (the “MLA Fee Letter”) with ING and Macquarie (collectively, the “Mandated Parties”) and a production linked arrangement fee letter (the “PLA Fee Letter”) with ING. Pursuant to the MLA Fee Letter, the Company paid the Mandated Parties on the date of the initial disbursement at the initial closing an upfront fee, calculated based on the principal amount of the Facility. Additionally, the Company paid the Mandated Parties an initial disbursement upfront fee, calculated based on the initial disbursement of $ 10 million. Pursuant to the PLA Fee Letter, the Company will pay ING a production linked arranging fee based on projected total production over the life of the Facility, as well as an agency fee for consideration of acting as administrative agent and collateral agent. Convertible Debenture On April 26, 2022 , the Company closed on a $ 20,000,000 unsecured convertible debenture to Queen’s Road Capital Investment, Ltd. (“QRC”). The Company used the proceeds from the sale of the debenture to fund commitments to the Peak Gold JV, the exploration and development at its Lucky Shot Property, and for general corporate purposes. In connection with the closing of the Credit Agreement, the Company entered into a letter agreement with QRC (the "Letter Agreement") which amended the terms of the convertible debenture. In accordance with the Letter Agreement, QRC acknowledged that the convertible debenture would be subordinate to the loans under the Credit Agreement, and acknowledged that the Company entering into the loans under the Credit Agreement would not constitute a breach of the negative covenants of the convertible debenture. QRC also waived its put right in respect of the debenture that would require Contango to redeem the debenture in whole or in part upon the completion of a secured financing or a change of control. In consideration for QRC entering into the Letter Agreement, the Company agreed to amend the interest rate of the debenture from 8 % to 9 %. In accordance with the Letter Agreement the interest payment dates were modified to be the last business day of July, October, January, and April, prior to November 1, 2025 and the thereafter the last business day of March, June, September, and December. The maturity date also changed from April 26, 2026 to May 26, 2028. The debenture currently bears interest at 9 % per annum, payable quarterly, with 7 % paid in cash and 2 % paid in shares of common stock issued at the market price at the time of payment based on a 20-day volumetric weighted average price (“VWAP”). The debenture is unsecured. The holder may convert the debenture into common stock at any time at a conversion price of $ 30.50 per share (equivalent to 655,738 shares), subject to adjustment. The Company may redeem the debenture after the third anniversary of issuance at 105 % of par, provided that the market price (based on a 20-day VWAP) of the Company's common stock is at least 130 % of the conversion price. In connection with the issuance of the debenture, the Company agreed to pay an establishment fee of 3 % of the debenture face amount. In accordance with the investment agreement, QRC elected to receive the establishment fee in shares of common stock valued at $ 24.82 per share, for a total of 24,174 shares. The establishment fee shares were issued to QRC pursuant to an exemption from registration under Regulation S. QRC entered into an investor rights agreement with the Company in 93 connection with the issuance of the debenture. The investor rights agreement contains provisions that require QRC and its affiliates, while they own 5 % or more of our outstanding common stock, to standstill, not to participate in any unsolicited or hostile takeover of the Company, not to tender its shares of common stock unless the Company’s board recommends such tender, to vote its shares of common stock in the manner recommended by the Company’s board to its stockholders, and not to transfer its shares of common stock representing more than 0.5 % of outstanding shares without notifying the Company in advance, whereupon the Company will have a right to purchase those shares. The Debenture carried an original issue discount of $ 0.6 million and debt issuance costs of approximately $ 0.2 million. As of December 31, 2024 and December 31, 2023, the unamortized discount and issuance costs were $ 0.4 million and $ 0.5 million, respectively. The carrying amount of the debt at December 31, 2024 and December 31, 2023, net of the unamortized discount and issuance costs were $ 19.6 million and $ 19.5 million, respectively. The fair value of the Debenture (Level 2) as of December 31, 2024 and December 31, 2023 was $ 20.0 million. The Company recognized interest expense totaling $ 1.9 million related to this debt for the fiscal year ended December 31, 2024 (inclusive of approximately $ 1.8 million of contractual interest, and approximately $ 0.1 million related to the amortization of the discount and issuance fees). The Company recognized interest expense totaling $ 1.0 million related to this debt for the six month period ended December 31, 2023 (inclusive of approximately $ 0.9 million of contractual interest, and approximately $ 0.1 million related to the amortization of the discount and issuance fees). The Company recognized interest expense totaling $ 1.8 million related to this debt for the fiscal year ended June 30, 2023 (inclusive of approximately $ 1.6 million of contractual interest, and approximately $ 0.2 million related to the amortization of the discount and issuance fees). The effective interest rate of the Debenture is the same as the stated interest rate, 9.0 %. The effective interest rate for the amortization of the discount and issuance costs as of December 31, 2024 and December 31, 2023 was 0.6 % and 0.6 %, respectively. The Company reviewed the provisions of the debt agreement to determine if the agreement included any embedded features and concluded that the change of control provisions within the debt agreement met the characteristics of a derivative and required bifurcation and separate accounting. The fair value of the identified derivative was determined to be de minimis at December 31, 2024 and December 31, 2023 as the probability of a change of control was negligible as of those dates. For each subsequent reporting period, the Company will evaluate each potential derivative feature to conclude whether or not they qualify for derivative accounting. Any derivatives identified will be recorded at the applicable fair value as of the end of each reporting period. 15. Derivatives and Hedging Activities On August 2, 2023, CORE Alaska, a subsidiary of the Company, pursuant to an ISDA Master Agreement entered into with ING Capital Markets LLC (the “ING ISDA Master Agreement”) and an ISDA Master Agreement entered into with Macquarie Bank Limited (the “Macquarie ISDA Master Agreement”), in accordance with its obligations under that certain Credit and Guarantee Agreement, by and among the Company, its subsidiaries, ING Capital LLC and Macquarie Bank Limited, entered into a series of hedging agreements with ING Capital LLC and Macquarie Bank Limited for the sale of an aggregate of 124,600 ounces of gold at a weighted average price of $ 2,025 per ounce. On February 18, 2025 the Company amended the delivery of 15,000 hedged gold ounces into the first half of 2027 under the New Repayment Schedule. The hedge agreements have delivery obligations beginning in July 2024 and ending in June 2027, and represent approximately 45 % of the Company’s interest in the projected production from the Manh Choh mine over the current anticipated life of the mine. As of December 31, 2024, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships. The Company settled 37,861 ounces of gold related to the hedging agreements with 86,739 ounces of gold outstanding as of December 31, 2024. In February 18 2025, the Company amended the Facility agreement and extended the delivery of 15,000 hedged ounces of gold into the first half of 2027 (See Note18): Period Commodity Volume Weighted Average Price ($/oz) 2025 Gold 45,639 $ 2,025.17 2026 Gold 41,100 $ 2,025.17 Fair Values of Derivative Instruments on the Balance Sheet The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023. 94 As of December 31, 2024 As of December 31, 2023 Derivatives not designated as hedging instruments Balance Sheet Location Gross Recognized Assets / Liabilities Gross Amounts Offset Net Recognized Assets / Liabilities Gross Recognized Assets / Liabilities Gross Amounts Offset Net Recognized Assets / Liabilities Commodity Contracts Derivative contract asset - current $ — $ — $ — $ — $ — $ — Commodity Contracts Derivative contract liability - current $ ( 29,076,582 ) $ — $ ( 29,076,582 ) $ ( 2,679,784 ) $ — $ ( 2,679,784 ) Commodity Contracts Derivative contract asset - noncurrent $ — $ — $ — $ — $ — $ — Commodity Contracts Derivative contract liability - noncurrent $ ( 28,615,525 ) $ — $ ( 28,615,525 ) $ ( 20,737,997 ) $ — $ ( 20,737,997 ) As of December 31, 2024, the fair value of derivatives in a net liability position, which excludes any adjustment for nonperformance risk, related to these agreements was $ 57,692,107 . As of December 31, 2024, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions as of December 31, 2024, it could have been required to settle its obligations under the agreements at their termination value of $ 57,692,107 . Effect of Derivatives Not Designated as Hedging Instruments on the Statement of Operations The table below presents the effect of the Company’s derivative financial instruments that are not designated as hedging instruments on the Consolidated Statement of Operations for the fiscal year ended December 31, 2024, six months ended December 31, 2023 and fiscal year ended June 30, 2023. Fiscal Year Ended December 31, Six Months Ended December 31, Fiscal Year Ended June 30, 2024 2023 2023 Amount of Gain or (Loss) Amount of Gain or (Loss) Amount of Gain or (Loss) Derivatives Not Designated as Hedging Location of Gain or (Loss) Recognized in Statement of Operations Recognized in Statement of Operations Recognized in Statement of Operations Instruments under Subtopic 815-20 Recognized in Income on Derivative Derivative Derivative Derivative Commodity Contracts Unrealized loss on derivative contracts $ ( 34,274,326 ) $ ( 23,417,781 ) $ — Commodity Contracts Realized loss on derivative contracts $ ( 19,875,815 ) $ — $ — Total $ ( 54,150,141 ) $ ( 23,417,781 ) $ — Credit-risk-related Contingent Features Cross Default. The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. 95 Material adverse change. Certain of the Company's agreements with its derivative counterparties contain provisions where if a specified event or condition occurs that materially changes the Company's creditworthiness in an adverse manner, the Company may be required to fully collateralize its obligations under the derivative instrument. Incorporation of loan covenants. The Company has an agreement with a derivative counterparty that incorporates the loan covenant provisions of the Company's indebtedness with a lender affiliate of the derivative counterparty. Failure to comply with the loan covenant provisions would result in the Company being in default on any derivative instrument obligations covered by the agreement. Metal Sales In order to physically deliver the gold as stipulated in the hedge agreements, the Company purchases its 30 % share of gold from the Peak Gold JV. The excess ounces purchased that are not delivered to meet its hedge obligations are sold to the derivative counterparties in accordance with their respective sale agreements, with the resulting gain or loss being recorded in "Other Income/(Expense)". The gains on metal sales for the fiscal year ended December 31, 2024 was $ 1.2 million. The Company did no t have any gain or losses on metal sales for the comparative periods in 2023. The sales are accounted for under ASC 610 Other Income and not ASC 606 Revenue from Contracts with Customers, since the sales are incidental to the Company's primary contractual obligation and do not constitute the Company's ongoing or central operations. 16. General and Administrative Expense s The following table presents the Company's general and administrative expenses for fiscal year ended December 31, 2024, six month period ended December 31, 2023 and fiscal year ended June 30, 2023. Fiscal Year Ended December 31, Six Months Ended December 31, Fiscal Year Ended June 30, 2024 2023 2023 General and administrative expenses: Marketing and investor relations $ 391,825 $ 83,784 $ 269,887 Office and administrative costs 665,598 176,656 404,494 Insurance 1,294,758 661,152 513,471 Professional fees 1,773,338 819,398 1,771,764 Regulatory fees 518,960 302,601 365,784 Salaries and benefits 2,250,805 1,796,157 1,925,504 Severance expenses — 785,751 — Share-based compensation 2,638,635 1,622,566 2,931,288 Travel 410,776 162,345 182,685 Director fees 666,576 342,500 726,250 Total $ 10,611,271 $ 6,752,910 $ 9,091,127 96 17. Segmented Note The Company engages in exploration and development for gold ore and associated minerals in Alaska. The Company also holds a 30 % membership interest in Peak Gold, JV which achieved production in 2024. The reportable segments are those operations whose operating results are reviewed by the chief operating decision maker ("CODM") to make decisions about resources to be allocated. The Company's CODM is the President and Chief Executive Officer and is responsible for the management of the Company. An operating segment is a component of an entity that engages in business activities, Operating results are reviewed with respect to resource allocation and for which discrete financial information is available. Inter-segment transactions are recorded at amounts that reflect normal third-party terms and conditions, with inter-segment profits eliminated from the cost base of the segment incurring the charge. In order to determine reportable operating segments, management reviewed various factors, including if the reportable segment's profit or loss exceeded 10% of the greater of the combined reported profit of all operating segments not reporting a loss or the combined reported loss of all operating segments not reporting a profit. In addition, the operating segments assets constitute greater than 10 % of the combined assets of all the operating segments. The Company has identified two operating segments: (i) Peak Gold, JV and (ii) Exploration. The Company's general corporate administration are included within "Corporate and other reconciling items" to reconcile the reportable segments to the consolidated financial statements. The Company's CODM reviews the results of the Company's exploration projects based on the expenditures associated with the exploration in the regions where the Company's mineral claims are located. The Peak Gold JV, engages in business activities from which the Company recognizes operating income or loss. The CODM uses financial information of the Peak Gold JV, in his evaluation of the performance of the Peak Gold JV and can make decisions regarding resource allocations within the Company. Fiscal Year Ended December 31, 2024 Exploration Peak Gold JV Corporate and other reconciling items Consolidated EXPENSES: Claim rental expense $ ( 589,461 ) $ — $ — $ ( 589,461 ) Exploration expense Johnson Tract ( 4,059,505 ) — — ( 4,059,505 ) Lucky Shot — — — — Depreciation expense ( 112,184 ) — ( 9,692 ) ( 121,876 ) Accretion expense ( 9,542 ) — — ( 9,542 ) General and administrative expense ( 325,500 ) — ( 10,285,771 ) ( 10,611,271 ) Total expenses ( 5,096,192 ) — ( 10,295,463 ) ( 15,391,655 ) Income/(loss) from equity investment in Peak Gold, LLC — 41,669,216 — 41,669,216 Total income/(expense) from operations ( 5,096,192 ) 41,669,216 ( 10,295,463 ) 26,277,561 OTHER INCOME/(EXPENSE): Interest income 28,327 — 324,542 352,869 Interest expense — — ( 11,731,622 ) ( 11,731,622 ) Gain/(loss) on derivative contracts — ( 54,150,141 ) — ( 54,150,141 ) Gain/(loss) on Spot sales — 1,209,293 — 1,209,293 Unrealized gain/(loss) on marketable securities — — ( 199,018 ) ( 199,018 ) Other income — 127,366 — 127,366 Total other income/(expense) 28,327 ( 52,813,482 ) ( 11,606,098 ) ( 64,391,253 ) INCOME/(LOSS) BEFORE INCOME TAXES $ ( 5,067,865 ) $ ( 11,144,266 ) $ ( 21,901,561 ) $ ( 38,113,692 ) Total Assets 51,908,779 60,706,964 21,276,520 133,892,263 Total Liabilities ( 2,143,570 ) ( 57,692,107 ) ( 72,783,941 ) ( 132,619,618 ) Net Assets $ 49,765,209 $ 3,014,857 $ ( 51,507,421 ) 1,272,645 97 Six Months Ended December 31, 2023 Exploration Peak Gold JV Corporate and other reconciling items Consolidated EXPENSES: Claim rental expense $ ( 255,121 ) $ — $ — $ ( 255,121 ) Exploration expense Johnson Tract — — — — Lucky Shot ( 1,815,822 ) — — ( 1,815,822 ) Depreciation expense ( 47,775 ) — ( 4,845 ) ( 52,620 ) Accretion expense ( 6,284 ) — — ( 6,284 ) Impairment from loss, net of recovery — — — — General and administrative expense ( 181,180 ) — ( 6,571,730 ) ( 6,752,910 ) Total expenses ( 2,306,182 ) — ( 6,576,576 ) ( 8,882,757 ) Income/(loss) from equity investment in Peak Gold, LLC — ( 6,315,595 ) — ( 6,315,595 ) Total income/(expense) from operations ( 2,306,182 ) ( 6,315,595 ) ( 6,576,576 ) ( 15,198,352 ) OTHER INCOME/(EXPENSE): Interest income — — 68,662 68,662 Insurance recoveries — — — — Interest expense — — ( 2,358,920 ) ( 2,358,920 ) Gain/(loss) on derivative contracts — ( 23,417,781 ) — ( 23,417,781 ) Other income 140,083 — — 140,083 Total other income/(expense) 140,083 ( 23,417,781 ) ( 2,290,258 ) ( 25,567,956 ) INCOME/(LOSS) BEFORE INCOME TAXES $ ( 2,166,099 ) $ ( 29,733,376 ) $ ( 8,866,834 ) $ ( 40,766,308 ) Total Assets 13,676,037 28,245,465 16,670,126 58,591,628 Total Liabilities ( 1,421,161 ) ( 23,417,781 ) ( 48,297,231 ) ( 73,136,173 ) Net Assets $ 12,254,876 $ 4,827,684 $ ( 31,627,105 ) ( 14,544,545 ) 98 Fiscal Year Ended June 30, 2023 Exploration Peak Gold JV Corporate and other reconciling items Consolidated EXPENSES: Claim rental expense $ ( 526,279 ) $ — $ — $ ( 526,279 ) Exploration expense Johnson Tract — — — — Lucky Shot ( 7,878,863 ) — — ( 7,878,863 ) Depreciation expense ( 128,211 ) — ( 8,290 ) ( 136,501 ) Accretion expense ( 11,860 ) — — ( 11,860 ) Impairment from loss, net of recovery ( 7,111 ) — — ( 7,111 ) General and administrative expense ( 545,734 ) — ( 8,545,393 ) ( 9,091,127 ) Total expenses ( 9,098,058 ) — ( 8,553,683 ) ( 17,651,741 ) Income/(loss) from equity investment in Peak Gold, LLC — ( 21,120,000 ) — ( 21,120,000 ) Total income/(expense) from operations ( 9,098,058 ) ( 21,120,000 ) ( 8,553,683 ) ( 38,771,741 ) OTHER INCOME/(EXPENSE): Interest income — — 29,651 29,651 Interest expense — — ( 1,959,666 ) ( 1,959,666 ) Gain/(loss) on derivative contracts — — — — Other income 622,155 — — 622,155 Insurance recoveries 338,301 — — 338,301 Total other income/(expense) 960,456 — ( 1,930,015 ) ( 969,559 ) INCOME/(LOSS) BEFORE INCOME TAXES $ ( 8,137,602 ) $ ( 21,120,000 ) $ ( 10,483,698 ) $ ( 39,741,300 ) Total Assets 13,519,290 — 12,143,449 25,662,739 Total Liabilities ( 2,142,059 ) — ( 28,294,118 ) ( 30,436,177 ) Net Assets $ 11,377,231 $ — $ ( 16,150,669 ) ( 4,773,438 ) 18.Subsequent Events On February 18, 2025, the Company amended the Facility to defer $ 10.6 million of principal repayments and delivery of 15,000 hedged ounces of gold into the first half of 2027 and extend the maturity date of the Facility from December 31, 2026 to June 30, 2027. All other key terms of the Facility, including the interest rate, remain the same. In January 2025, the Company made a $ 13.8 million principal repayment on the Facility leaving an outstanding principal balance of $ 38.3 million on the Facility. 99 19. Transition Period Comparative Data The following tables presents certain comparative financial information for the fiscal year ended December 31, 2024 and twelve months ended December 31, 2023. Fiscal Year Ended December 31, Unaudited Year Ended December 31, 2024 2023 EXPENSES: Claim rental expense $ ( 589,461 ) $ ( 508,024 ) Exploration expense ( 4,059,505 ) ( 3,078,202 ) Depreciation expense ( 121,876 ) ( 120,693 ) Accretion expense ( 9,542 ) ( 12,170 ) Impairment from loss, net of recovery — ( 7,111 ) General and administrative expense ( 10,611,271 ) ( 11,243,873 ) Total expenses $ ( 15,391,655 ) ( 14,970,073 ) Income/(loss) from equity investment in Peak Gold, LLC 41,669,216 ( 18,125,595 ) Total income/(expense) from operations 26,277,561 ( 33,095,668 ) OTHER INCOME/(EXPENSE): Interest income 352,869 81,969 Insurance recoveries — — Interest expense ( 11,731,622 ) ( 3,422,409 ) Gain/(loss) on derivative contracts ( 54,150,141 ) ( 23,417,781 ) Gain/(loss) on Spot sales 1,209,293 — Unrealized gain/(loss) on marketable securities ( 199,018 ) — Other income 127,366 746,582 Total other expense ( 64,391,253 ) ( 26,011,639 ) LOSS BEFORE INCOME TAXES ( 38,113,692 ) ( 59,107,307 ) Income tax benefit 83,401 — NET LOSS $ ( 38,030,291 ) $ ( 59,107,307 ) NET LOSS PER SHARE Basic and diluted $ ( 3.49 ) $ ( 7.14 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING Basic and diluted 10,896,228 8,283,357 100 Fiscal Year Ended Unaudited Year Ended December 31, 2024 December 31, 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 38,030,291 ) $ ( 59,107,307 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Stock-based compensation 2,638,635 2,955,433 Depreciation expense 121,876 120,693 Accretion expense 9,542 12,170 Non-cash portion for lease expense 180 — Impairment expense — 7,111 Equity (earnings) loss from investment in Peak Gold, LLC ( 41,669,216 ) 18,125,595 Cash distributions from Peak Gold, LLC 40,500,000 — Unrealized loss from derivative contracts 34,274,326 23,417,781 Unrealized loss from marketable securities 199,018 — Drawdown of Silver Royalty ( 127,366 ) — Interest expense paid in stock 400,048 605,518 Deferred tax benefit ( 90,511 ) — Change in the fair value of contingent consideration — ( 746,583 ) Amortization of debt discount and issuance costs 4,108,887 253,729 Changes in operating assets and liabilities: Decrease (increase) in prepaid expenses and other 339,627 ( 296,314 ) Increase (decrease) in accounts payable and other accrued liabilities ( 1,326,643 ) 1,087,031 Increase in income taxes receivable ( 649,125 ) — Net cash provided by (used in) operating activities 698,987 ( 13,565,143 ) CASH FLOWS FROM INVESTING ACTIVITIES: Cash invested in Peak Gold, LLC ( 31,290,000 ) ( 46,190,000 ) Acquisition of HighGold Mining Inc. and Avidian Gold Corp., net of cash acquired ( 815,613 ) — Acquisition of other assets ( 23,667 ) ( 8,048 ) Net cash used in investing activities ( 32,129,280 ) ( 46,198,048 ) CASH FLOWS FROM FINANCING ACTIVITIES: Cash paid for shares withheld from employees for payroll tax withholding — ( 87,804 ) Cash proceeds from debt 30,000,000 27,647,500 Principal repayments on debt ( 7,900,000 ) — Cash proceeds from warrant exercise — 6,886,000 Cash proceeds from common stock and warrant issuance, net 15,477,398 35,219,884 Debt issuance costs ( 1,568,974 ) ( 3,161,152 ) Net cash provided by financing activities 36,008,424 66,504,428 NET INCREASE IN CASH AND RESTRICTED CASH 4,578,131 6,741,237 CASH AND RESTRICTED CASH, BEGINNING OF PERIOD 15,737,391 8,996,154 CASH AND RESTRICTED CASH, END OF PERIOD $ 20,315,522 $ 15,737,391 Supplemental disclosure of cash flow information Cash paid for: Interest expense $ 7,229,674 $ 1,826,286 Income taxes 656,235 — Non-cash investing and financing activities: Commitment fee derecognized and added to debt discount 787,306 — Shares issue for acquisitions 35,331,402 — Consideration payable for Avidian acquisition 557,945 — Accrued transaction costs for HighGold acquisition 21,919 — Total non-cash investing and financing activities: $ 36,698,572 $ — 101 102