Contango Silver & Gold Inc. 10-K/A

10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal year ended December 31 , 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-35770 CONTANGO ORE, INC. (Exact name of registrant as specified in its charter) Delaware 27-3431051 (State or other jurisdiction of incorporation or organization) 516 2nd Avenue , Suite 401 Fairbanks , Alaska (Address of principal executive offices) (IRS Employer Identification No.) 99701 (Zip Code) ( 907 ) 888-4273 (Registrant ’ s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock, $0.01 par value CTGO NYSE American Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of June 30, 2024, the aggregate market value of the registrant’s common stock held by non-affiliates (based upon the closing sale price of such common stock as reported on the NYSE American) was $ 187,267,252 . As of March 14, 202 5, there were 12,248,487 shares of the registrant’s common stock outstanding. Documents Incorporated by Reference The information required by Items 10, 11, 12, 13 and 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. EXPLANATORY NOTE Contango ORE, Inc. (“CORE” or the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Original Filing”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 17, 2025 (the “Original Filing Date”). The sole purpose of this Amendment is to supplement the Exhibits contained in Item 15(a)(3) of Part IV of the Original Filing to include our Policy Regarding the Mandatory Recovery of Compensation as Exhibit 97.1, which was inadvertently omitted in the Original Filing. This Amendment is an exhibit-only filing. Except as described above, no changes have been made to the Original Filing and this Amendment does not modify, amend, or update in any way any of the financial or other information contained in the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the Original Filing Date. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), currently dated certifications are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act under Item 15 of Part IV hereof. Because no financial statements have been included in this Amendment and this Amendment does not contain any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted. 3 CONTANGO ORE, INC. ANNUAL REPORT ON FORM 10-K FOR THE PERIOD ENDED D ECEMBER 31, 2024 TABLE OF CONTENTS Page Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 3 4 PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (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 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 5 Incorporated by Reference Exhibit Number Description Filed Here Within Form File No. Ex. Filing Date 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 6 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. 10-K 001-35770 10.25 3/17/2025 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. 10-K 001-35770 19.1 3/17/2025 21.1 List of Subsidiaries. 10-K 001-35770 21.1 3/17/2025 23.1 Consent of Moss Adams LLP, Independent Registered Public Accounting Firm. 10-K 001-35770 23.1 3/17/2025 23.2 Consent of Moss Adams LLP, Independent Auditor for the Audited Financial Statements of Peak Gold, LLC as of December 31, 2024. 10-K 001-35770 23.2 3/17/2025 31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14. 10-K 001-35770 31.1 3/17/2025 7 Incorporated by Reference Exhibit Number Description Filed Here Within Form File No. Ex. Filing Date 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14. 10-K 001-35770 31.2 3/17/2025 31.3 Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14. X 31.4 Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14. X 32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350. 10-K 001-35770 32.1 3/17/2025 32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350. 10-K 001-35770 32.2 3/17/2025 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 97.1 Policy Regarding the Mandatory Recovery of Compensation. X 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. 10-K 001-35770 99.11 3/17/2025 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. 10-K 001-35770 101 3/17/2025 104 Cover Page Interactive Data File. X † Management contract or compensatory plan or agreement 8 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. Date /s/ MIKE CLARK April 14, 2025 Mike Clark Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)