What changed in this filing

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Item 1. Financial Statements

2025-05-14 compared with 2024-11-14 · 370 added, 479 removed, 589 unchanged (59% of the section changed)

Item 1 - Financial Statements

September 30, 2024

March 31, 2025

December 31, 2024

2 unchanged sentences

Prepaid expenses and other

Income taxes receivable

Total current assets

2 unchanged sentences

Property & equipment, net

Commitment fee

Marketable securities

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Accrued liabilities

Advance royalty reimbursement

Derivative contract liability

Debt, current portion

Income taxes payable

Total current liabilities

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Common Stock, $ 0.01 par value, 45,000,000 shares authorized;

shares issued and 12,223,758 shares outstanding as of September 30, 2024;

shares issued and 12,539,482 shares outstanding as of March 31, 2025;

12,230,959 shares issued and 12,228,479 shares outstanding as of December 31, 2024

Additional paid-in capital

Treasury stock at cost ( 2,480 at September 30, 2024;

Treasury stock at cost ( 2,480 at March 31, 2025;

and 2,480 shares at December 31, 2024)

8 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Claim rental expense

2 unchanged sentences

Accretion expense

Impairment from loss, net of recovery

General and administrative expense

1 unchanged sentence

Income/(loss) from equity investment in Peak Gold, LLC

Total income/(expense) from operations

Total income/(loss) from operations

OTHER INCOME/(EXPENSE):

Interest income

Interest expense

Gain/(loss) on derivative contracts

Gain/(loss) on metal sales

Unrealized gain/(loss) on marketable securities

Interest and other income

Interest and finance expense

Loss on derivative contracts

Gain on metal sales

Unrealized gain on marketable securities

Total other income/(expense)

(Loss)/income before income taxes

Loss before income taxes

Income tax expense

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

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Accretion expense

Impairment expense

Non-cash portion for lease expense

Equity (earnings) loss from investment in Peak Gold, LLC

1 unchanged sentence

Unrealized loss from derivative contracts

Unrealized loss from marketable securities

Unrealized (gain) from marketable securities

Interest expense paid in stock

Change in the fair value of contingent consideration

Amortization of debt discount and debt issuance fees

Non-cash other income from reimbursement of silver royalty

Drawdown of Silver Royalty

Deferred tax expense

Changes in operating assets and liabilities:

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Cash invested in Peak Gold, LLC

Acquisition of HighGold Mining Inc.

and Avidian Gold Corp., net of cash acquired

Acquisition of Contango Lucky Shot Alaska, LLC

Acquisition of property and equipment

1 unchanged sentence

CASH FLOWS FROM FINANCING ACTIVITIES:

Cash paid for shares withheld from employees for payroll tax withholding

Cash proceeds from warrant exercise

Cash proceeds from debt

1 unchanged sentence

Cash proceeds from common stock and warrant issuance, net

Shares repurchased for tax withholdings on share-based awards

Debt issuance costs

Net cash provided (used) in financing activities

NET INCREASE IN CASH

Net cash provided by (used in) financing activities

NET CHANGE IN CASH AND RESTRICTED CASH

CASH AND RESTRICTED CASH, BEGINNING OF PERIOD

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Interest expense

Non-cash investing and financing activities

Commitment fee derecognized and added to debt discount

Shares issued for acquisitions

Consideration payable for Avidian acquisition

Accrued transaction costs for HighGold acquisition

Total non-cash investing and financing activities

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Equity/(Deficit)

Balance at June 30, 2024

( 178,084,838

Stock-based compensation

Restricted stock activity

Common stock issuance

Cost of common stock issuance

Common stock issuance for acquisitions

Stock issued for convertible note interest payment

Net loss for the period

Balance at September 30, 2024

( 187,797,254

Stockholders’

Equity/(Deficit)

Balance at June 30, 2023

Stock-based compensation

Restricted stock activity

Common stock issuance

Cost of common stock issuance

Stock issued for convertible note interest payment

Treasury shares withheld for employee taxes

Net loss for the period

Balance at September 30, 2023

( 111,424,765

Stockholders’

Equity/(Deficit)

Balance at December 31, 2024

1 unchanged sentence

Stock-based compensation

Restricted stock activity

Restricted shares activity

Common stock issuance

Cost of common stock issuance

Common stock issuance for acquisitions

Issuance of warrants

Stock issued for convertible note interest payment

Shares repurchased for tax withholdings on share-based awards

Shares issued for convertible debt interest payment

Net loss for the period

Balance at September 30, 2024

Balance at March 31, 2025

( 199,620,462

2 unchanged sentences

Balance at December 31, 2023

( 139,041,846

Stock-based compensation

2 unchanged sentences

Cost of common stock issuance

Treasury shares issued in common stock issuance

Warrant modification

Fair value of warrants issued with common stock

Treasury shares issued for convertible note interest payment

Stock issued for convertible note interest payment

Treasury shares withheld for employee taxes

Net loss for the period

Balance at September 30, 2023

Balance at March 31, 2024

( 159,539,085

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(“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 was referred to as the “CORE Transactions”.

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”).

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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 plan to mine ore 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”), which 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.

• 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 of 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 J T 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 owns 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”);

• its wholly-owned subsidiary, Avidian Gold Alaska Inc., an Alaskan corporation (“Avidian Alaska”), which separately owns 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 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 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 (the “Amanita Property”), 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 Johnson Tract Project, Lucky Shot Property and Avidian Alaska are collectively referred to in these Notes to Unaudited Condensed Consolidated Financial Statements as the “Contango Properties”.

• 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”);

• its wholly-owned subsidiary, Avidian Gold Alaska Inc., an Alaskan corporation (“Avidian Alaska”), which (i) separately controls the mineral rights to approximately 11,711 acres of State of Alaska mining claims and upland mining leases for exploration, including (1) approximately 1,021 acres located in the Fairbanks Mining District approximately three miles east of the Fort Knox Gold Mine and 20 miles north of Fairbanks, Alaska (the "Amanita NE Property"), and (2) approximately 10,690 acres 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 (the "Golden Zone Property");

and (ii) 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”)..

The Johnson Tract Project, Lucky Shot Property, Contango Minerals Properties and Avidian Properties are collectively referred to in these Notes to Unaudited Condensed 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.

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All such adjustments are of a normal recurring nature.

The consolidated financial statements should be read in conjunction with the consolidated audited financial statements and notes included in the Company’s Form 10-KT for the six-month period ended D ecember 31, 2023 and its Form 10-K for the fiscal year ended June 30, 2023.

The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024.

The Company has reclassified the presentation of the “Income/(loss) from equity investment in Peak Gold, LLC” in its Statements of Operations for the nine months ended September 30, 2024.

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 consolidated financial statements should be read in conjunction with the consolidated audited financial statements and notes included in the Company’s Form 10-K for the year ended D ecember 31, 2024.

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025.

The Company has reclassified the presentation of the “Income/(loss) from equity investment in Peak Gold, LLC” in its Statement of Operations for the three months ended March 31, 2024 .

The “Income/(loss) from equity investment in Peak Gold, LLC” was previously presented in “Other Income/(Expense)” and is now presented within income/(loss) from operations on the Statement of Operations.

The change in presentation will have no impact on Net Income/(Loss) for all impacted periods.

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.

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 remains on track to deliver its planned production this year.

The entire $ 31.3 million of capital calls necessary for the Peak Gold JV to reach production have already been funded by the Company as of September 30, 2024.

As of September 30, 2024, the Company has funded $ 78.6 million of the 2023 and 2024 capital calls to the Peak Gold JV, of which $ 60.0 million was funded from the Facility (as defined below).

As of March 31, 2025, the Company has a working capital deficit of $ 53.9 million.

There are no anticipated future cash calls going forward from the Peak Gold JV as the Peak Gold JV operates from the cash flows generated from its operations.

The management committee of the Peak Gold JV (the "JV 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.

The entire $ 31.3 million of capital calls necessary for the Peak Gold JV to reach production have already been funded by the Company as of March 31, 2025.

As of March 31, 2025, the Company has funded $ 78.6 million of the 2024 capital calls to the Peak Gold JV, of which $ 60.0 million was funded from the Facility (as defined below).

The Company believes it has sufficient capital to continue production at the Manh Choh mine, with its cash on hand.

The Company received its first distribution of $ 19.5 million in September 2024 and its second cash distribution of $ 12.0 million on October 24, 2024 relating to production at Manh Choh.

The Company received from the Peak Gold JV $ 40.5 million in cash distributions in 2024 and $ 24 million in cash distributions during the first quarter of 2025, relating to production at Manh Choh.

In total, the Company has received $ 73.5 million in cash distributions from the Peak Gold JV since commencing the processing of Manh Choh ore in July 2024.

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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 13).

The Company made principal payments towards the Facility of $ 2.0 million and $ 5.9 million in July 2024 and October 2024, respectively.

The Company made principal payments towards the Facility of $ 7.9 million in 2024 and $ 13.8 million in January 2025.

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.

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Summary of Significant Accounting Policies

Please see the Company’s Form 10-KT for the six-month ended December 31, 2023 for a summary of the Company's significant accounting policies, and below for changes to the Company's significant accounting polices since the time of that filing.

Cash distributions from the Joint Venture Company.

The Company applies distributions received from the Joint Venture Company 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 distributions from the Joint Venture Company 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.

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 gold movements 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.

Please see the Company’s Form 10-K for the fiscal year ended December 31, 2024 for a summary of the Company's significant accounting policies, as there have been no changes to the Company's significant accounting polices since the time of that filing.

Recently issued accounting pronouncements

In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, requiring entities to disclose more detailed information about income tax expense (benefit), significant components of income tax expense (benefit), separate disclosure of income tax expense (benefit) for domestic and foreign jurisdictions and by major jurisdictions.

The Company adopted ASU 2023-09 as of January 1, 2025, and the corresponding impacts will be reflected in the annual disclosures connected to income taxes.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Recently issued accounting pronouncements not yet effective

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-03 (“ASU 2024-03”), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40):

update required disclosure of specified information about certain costs and expenses.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026.

The company has not early adopted this standard.

Investment in the Peak Gold JV

The Company initially recorded its investment at the historical book value of the asset s contributed to the Peak Gold JV, which was approximately $ 1.4 million.

As of September 30, 2024 the Company has contributed approximately $ 106.2 million to the Peak Gold JV and received a cash distribution of $ 19.5 million.

As of September 30, 2024 the Company held a 30.0 % membership interest in the Peak Gold JV.

The following table is a roll-forward of the Company’s investment in the Peak Gold JV as of September 30, 2024:

As of March 31, 2025 the Company has contributed approximately $ 106.2 million to and held a 30.0 % membership interest in the Peak Gold JV.

The following table is a roll-forward of the Company’s investment in the Peak Gold JV as of March 31, 2025:

in Peak Gold, LLC

Investment balance at September 30, 2023

Investment in Peak Gold, LLC

Loss from equity investment in Peak Gold, LLC

Investment balance at December 31, 2023

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Investment balance at September 30, 2024

The following table presents the condensed unaudited results of operations for the Peak Gold JV for the three and nine month periods ended September 30, 2024 and 2023 in accordance with US GAAP:

Distributions received from Peak Gold, LLC

Income from equity investment in Peak Gold, LLC

Investment balance at December 31, 2024

Distributions received from Peak Gold, LLC

Income from equity investment in Peak Gold, LLC

Investment balance at March 31, 2025

The following table presents the condensed unaudited results of operations for the Peak Gold JV for the three month periods ended March 31, 2025 and 2024 in accordance with US GAAP:

Three Months Ended

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

March 31, 2025

March 31, 2024

Cost of sales

( 123,803,980

Other expenses

Net Income/(Loss)

The Company’s share of the Peak Gold JV’s results of operations for the three and nine months ended September 30, 2024 was income of approximately $ 28.5 million and $ 27.7 million, respectively .

The Company’s share in the results of operations for the three and nine months ended September 30, 2023 was a loss of approximately $ 1.4 million and $ 2.4 million, respectively.

The Company’s share of the Peak Gold JV’s results of operations for the three months ended March 31, 2025 was income of approximately $ 22.3 million .

The Company’s share in the results of operations for the three months ended March 31, 2024 was a loss of approximately $ 0.1 million.

The Peak Gold JV loss does not include any provisions related to income taxes as the Peak Gold JV is treated as a partnership for income tax purposes.

As of September 30, 2024, the Company's cumulative investment in the Peak Gold JV exceeded its cumulative losses which allowed the Company to recognize its investment of $ 67.5 million.

As of September 30, 2023, the Company’s share of the Peak Gold JV’s cumulative losses were $ 46.1 million.

As of September 30, 2023, the Company's cumulative investment in the Peak Gold JV exceeded its cumulative losses which allowed the Company to recognize its investment of $ 21.4 million.

The Company recognized all of its previously suspended losses of $ 4.3 million during the three months ended September 30, 2023.

In previous quarters the Company's cumulative losses

exceeded its cumulative investment in the Peak Gold JV and caused the equity method of accounting to be suspended, which resulted in suspended losses and an investment balance of $ 0 .

In such a situation, the portion of cumulative loss that exceeds the investment is suspended and recognized against earnings in the future periods.

As of March 31, 2025 and March 31, 2024, the Company's cumulative investment in the Peak Gold JV exceeded its cumulative losses which allowed the Company to recognize its investment of $ 58.8 million and $ 43.4 million, respectively.

Prepaid Expenses and other assets

The Company has prepaid expenses and other assets of $ 1,083,910 and $ 1,112,910 as of September 30, 2024 and December 31, 2023, respectively.

The Company has prepaid expenses and other assets of $ 1,194,001 and $ 1,114,522 as of March 31, 2025 and December 31, 2024, respectively.

Prepaid expenses primarily relate to prepaid insurance, surety bond deposits, and claim rentals.

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A reconciliation of the components of basic and diluted net loss per share of common stock is presented below:

Three Months Ended September 30,

Basic Net Loss per Share:

Net loss attributable to common stock

Diluted Net Loss per Share:

Net loss attributable to common stock

Nine Months Ended September 30,

Three Months Ended March 31,

Basic Net Loss per Share:

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Net loss attributable to common stock

Options and warrants to purchase 866,875 shares of common stock of the Company were outstanding as of September 30, 2024, and 501,000 shares as of September 30, 2023.

These options and warrants were not included in the computation of diluted earnings per share for the three and nine month periods ended September 30, 2024 and 2023 due to being anti-dilutive.

Warrants to purchase 726,375 shares of common stock of the Company were outstanding as of March 31, 2025, and 501,000 shares as of M arch 31, 2024.

439,210 restricted shares were unvested as of March 31, 2025.

These warrants and unvested restricted shares were not included in the computation of diluted earnings per share for the three month periods ended March 31, 2025 and 2024 due to being anti-dilutive.

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 September 30, 2024, 12,223,758 shares of common stock were outstanding, including 437,089 shares of unvested restricted stock.

As of September 30, 2024, options and warrants to purchase 866,875 shares of common stock of the Company were outstanding.

As of March 31, 2025, 12,539,482 shares of common stock were outstanding, including 439,210 shares of unvested restricted stock.

As of March 31, 2025, warrants to purchase 726,375 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 October 2024 and January 2027.

The remaining shares of restricted stock outstanding will vest between August 2025 and March 2027.

On June 8, 2023, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co.

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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 Company sold 87,815 shares during the nine-month period ended September 30, 2024 and 158,461 for the nine-month period ended September 30, 2023 of common stock pursuant to the Sales Agreement for net proceeds of approximately $ 1.8 million and $ 4.1 million, respectively.

$ 32.8 million of the Company's common stock remains available for sale under the ATM Program as of September 30, 2024.

Underwritten Offerings

Pursuant to the Sales Agreement, the Company sold 76,703 shares of common stock during the three -month period ended March 31, 2025 and 11,022 shares during the three -month period ended March 31, 2024 for net proceeds of approximately $ 0.8 million and $ 0.2 million, respectively.

$ 32.0 million of the Company's common stock remains available for sale under the ATM Program as of March 31, 2025.

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.

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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 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 “July 2023 Underwriting Agreement”) with Maxim Group LLC and Freedom Capital Markets (collectively, the “July 2023 Underwriters”), relating to an underwritten public offering (the “July 2023 Offering”) of 1,600,000 shares (the “Underwritten Shares”) of the Company’s common stock at a price of $ 19.00 per share.

The July 2023 Underwriters agreed to purchase the Underwritten Shares from the Company pursuant to the July 2023 Underwriting Agreement at a price of $ 17.77 per share, which included a 6.5 % underwriting discount.

The net proceeds from the July 2023 Offering were $ 28.2 million after deducting underwriting discounts and commissions and offering expenses.

The July 2023 Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3.

The July 2023 Offering closed on July 26, 2023.

May 2023 Warrant Exercise

In May 2023, the Company offered 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 a reduced exercise price of $ 22.00 (the “Modified Warrants”) and receive shares of the Company's common stock, 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.

In connection with the accelerated exercise of the Original Warrants, the Company agreed to issue new warrants to purchase 313,000 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 (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 Warrant Exercise Proceeds 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 s ;

(iii) expected volatility of 43.7 %;

and (iv) expected dividend yield of 0 %.

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.

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.

Net proceeds from the January 2023 Private Placement totaled approximately $ 2.3 million and were used to fund the Company’s exploration and development program and for general corporate purposes.

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.

Property & Equipment

The table below sets forth the book value by type of fixed asset as well as the estimated useful life:

September 30, 2024

March 31, 2025

December 31, 2024

2 unchanged sentences

Not Depreciated

Buildings and improvements (years)

Machinery and equipment (years)

Vehicles (years)

Computer and office equipment (years)

Furniture & fixtures (years)

Accumulated depreciation and amortization

Buildings and improvements

Machinery and equipment

Computer and office equipment

Furniture & fixtures

Right of use asset

Accumulated depreciation and

Accumulated impairment

7 unchanged sentences

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 September 30, 2024), (ii) unexercised shares subject to appreciation awards (i.e.

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 replaced 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 ( 619,139 shares as of March 31, 2025), (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 September 30, 2024, there were 437,089 shares of unvested restricted common stock outstanding and 100,000 options to purchase shares of common stock issued under the Equity Plans.

Stock-based compensation expense for the three and nine months ended September 30, 2024 was $ 0.7 million and $ 2.0 million, respectively.

Stock-based compensation expense for the three and nine months ended September 30, 2023 was $ 0.7 million and $ 2.1 million, respectively.

As of March 31, 2025, there were 439,210 shares of unvested restricted common stock outstanding under the Equity Plans.

Stock-based compensation expense for the three months ended March 31, 2025 was $ 0.5 million.

Stock-based compensation expense for the three months ended March 31, 2024 was $ 0.7 million.

The amount of 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.

6 unchanged sentences

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 in the nine months ended September 30, 2024 and September 30, 2023 was $ 2.6 million and $ 2.4 million, respectively.

As of September 30, 2024, there were 437,089 shares of such restricted stock that remained unvested and the total compensation cost related to nonvested restricted share awards not yet recognized was $ 2,383,848 .

The total grant date fair value of the restricted stock granted during the three months ended March 31, 2025 and March 31, 2024 was $ 2.9 million and $ 2.3 million, respectively.

As of March 31, 2025, there were 439,210 shares of such restricted stock that remained unvested and the total compensation cost related to nonvested restricted share awards not yet recognized was $ 4,151,321 .

The remaining costs are expected to be recognized over the remaining vesting period of the awards.

Below table indicates the unvested restricted stock balance as of September 30, 2024 and December 31, 2023:

Below table indicates the unvested restricted stock balance as of March 31, 2025 and December 31, 2024:

Number of restricted shares unvested

2 unchanged sentences

Restricted shares vested

Balance - September 30, 2024

Balance - July 1, 2023

Balance - March 31, 2025

Balance - January 1, 2024

Restricted shares granted

9 unchanged sentences

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 from Company's Form 10-KT for the six-month period ended December 31, 2023.

See Note 4 - Summary of Significant Accounting Policies from Company's Form 10-K for the year ended December 31, 2024.

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.

6 unchanged sentences

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 for the nine month period ended September 30, 2024 or for the nine month period ended September, 2023.

As of September 30, 2024, the total unrecognized compensation cost related to nonvested stock options was $ 0 .

As of September 30, 2024, the stock options had a weighted average remaining life of 0.31 years.

A summary of the status of stock options granted under the Equity Plans as of September 30, 2024 and changes during the n ine months then ended, is presented in the table below:

Nine Months Ended

September 30, 2024

There were no newly vested stock options for the three month period ended March 31, 2025 or for the three month period ended March, 2024.

As of March 31, 2025, the total unrecognized compensation cost related to nonvested stock options was zero .

As of March 31, 2025, there are no stock options outstanding.

A summary of the status of stock options granted under the Equity Plans as of March 31, 2025 and changes during the three months then ended, is presented in the table below:

Three months ended

March 31, 2025

Exercise Price

11 unchanged sentences

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.

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.

1 unchanged sentence

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.

Production commenced in July 2024 and the Peak Gold JV has continued 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, and Lucky Shot claims are all located on State of Alaska lands.

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 2024-2025 assessment year totaled $ 436,258 .

The Company paid the current year claim rentals in October 2023.

The Company paid the current year claim rentals in November 2024.

The associated rental expense is amortized over the rental claim period, September 1 through August 31 of each year.

As of September 30, 2024, the Peak Gold JV had met the annual labor requirements for the State of Alaska acreage for the next four years, which is the maximum period allowable by Alaska law.

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 .

1 unchanged sentence

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 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 to 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 to 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.

See Note 15 - Fair Value Measurement.

Royal Gold Royalties .

4 unchanged sentences

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 $ 113,122 into income as of March 31, 2025.

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.

J T 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 J T 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.

J T Mining Inc.

entered into an exploration agreement effective July 1, 2023 with CIRI and on each anniversary of the effective date thereafter during the four 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.

2 unchanged sentences

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.

The minimum payments will be credited against Avidian Alaska's royalty payment obligations under the agreement and Avidian Alaska is currently in good compliance with such royalty payment obligations.

Retention Agreements .

In February 2019, the Company entered into retention agreements with its then Chief Executive Officer, Brad Juneau, for payments in the amount of $ 1,000,000 upon the occurrence of certain conditions (collectively, the "Retention Agreement").

The Retention Agreement is triggered upon a change of control (as defined in the applicable Retention Agreement), provided that the recipient is employed by the Company when the change of control occurs.

On February 6, 2020, the Company entered into amendments to the Retention Agreement to extend the term of the change of control period from August 6, 2020 until August 6, 2025.

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.

Juneau will receive a payment of $ 1,000,000 upon a change of control that takes place prior to August 6, 2025.

On June 10, 2020, the Company entered into a retention payment agreement with Rick Van Nieuwenhuyse, the Company’s President and Chief Executive Officer, providing for a payment in an amount of $ 350,000 upon the occurrence of certain conditions (the "Retention Payment Agreement").

The Retention Payment Agreement is triggered upon a change of control (as defined in the Retention Payment Agreement) which occurs on or prior to August 6, 2025, provided that Mr.

Van Nieuwenhuyse is employed by the Company when the change of control occurs.

Employment Agreement .

Effective July 11, 2023, Michael Clark was appointed to serve as Executive Vice President, Finance of the Company.

On January 1, 2024, he was appointed as Chief Financial Officer and Secretary of the Company.

Clark performs the functions of the Company’s principal financial officer.

Pursuant to his employment agreement (the "Employment Agreement"), Mr.

Clark receives a base salary of $ 300,000 per annum.

Clark is 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 Company's board of directors.

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 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.

Employment Agreement .

On September 16, 2024, the Company entered into an employment agreement with Rick Van Nieuwenhuyse, the Company’s President and Chief Executive Officer (the “CEO Employment Agreement”).The CEO Employment Agreement 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 will continue to receive a base salary of $ 500,000 per annum.

Van Nieuwenhuyse will continue 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.

Employment Agreements .

Clark serves 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 (the "CFO Employment Agreement"), Mr.

Clark receives a base salary of $ 300,000 per annum and 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 a termination, and reimbursement for continued group health insurance coverage for 12 months following a 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 CFO 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 CFO 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 serves as the Company’s President & Chief Executive Officer and director.

Pursuant to his employment agreement (the “CEO Employment Agreement”).

Van Nieuwenhuyse receives a base salary of $ 500,000 per annum and 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 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 .

2 unchanged sentences

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 payable 50.0 % in cash and 50.0 % in the form of restricted stock granted under the 2023 Plan, subject to the terms of the 2023 Plan.

In addition, in the event of a Change of Control (as defined in the Equity Plans) during the term of the STIP, the Compensation Committee, in its sole and absolute discretion, may make a payment to its officers in an amount up to 200.0 % of their then annual base salary, payable in cash, shares of common stock of the Company under the 2023 Plan or a combination of both, as determined by the Compensation Committee, not later than 30 days following such Change of Control.

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.

12 unchanged sentences

On September 13, 2024, the Court entered an Order denying this motion.

The case is set for trial on August 11, 2025.

On May 6, 2025, the plaintiff and the DOT agreed to dismiss without prejudice the only remaining claim for relief alleged in the Complaint.

All claims in the matter were dismissed and the trial, which was set for August 11, 2025, and all pretrial deadlines were vacated by the Court.

Village of Dot Lake Complaint.

5 unchanged sentences

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.

The Peak Gold JV 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 opposed.

On October 10, 2024, the Court granted intervention to the Peak Gold JV.

The Company recognized a full valuation allowance on its deferred tax asset as of September 30, 2024 and December 31, 2023 and has recognized $ 507,880 of federal and $ 210,947 of state income tax expense for the three and nine months ended September 30, 2024 and $ 0 income tax expense for three and nine months ended September 30, 2023.

The effective tax rate was ( 1.51 )% for the three and nine months ended September 30, 2024 and 0 % for the three and nine months ended September 30, 202 3.

The Company recognized a deferred tax liability of $ 2,330,577 on acquisition of the Exploration and Evaluation assets for the period ended September 30, 2024.

The Company has historically had a full valuation allowance, which resulted in no net deferred tax asset or liability appearing on its statement of financial position.

The Company recorded this valuation allowance after an evaluation of all available evidence (including the Company's history of net operating losses) that led to a conclusion that, based upon the more-likely-than-not standard of the accounting literature, these deferred tax assets were unrecoverable.

The Company is forecasting a book loss and an immaterial amount of taxable income due to the limitation of federal and Alaska NOLs to 80 % of taxable income for its fiscal year end, December 31, 2024.

On October 18, 2024, the Peak Gold JV joined the partial motion to dismiss that the Corps filed on August 23, 2024, which motion remains pending.

On March 19, 2025, the Court entered an Order on Motion to Partially Dismiss, which Order dismissed three of the four claims asserted in the Complaint.

On April 1, 2025, Dot Lake filed an Amended Complaint which seeks to reassert one of the claims that was dismissed without prejudice.

On May 2, 2025, the Peak Gold JV moved to dismiss this reasserted claim, which motion remains pending.

The Co mpany recognized a full valuation allowance on its deferred tax asset as of March 31, 2025 and December 31, 2024 and has recognized $ 223,681 and zero income tax expense for the three months ended March 31, 2025 and March 31, 2024, respectively.

The effective tax rate was - 1.0 % and 0 % for the three months ended March 31, 2025 and March 31, 2024, respectively.

At each reporting period, the Company weighs 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 March 31, 2025 and 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 recognized a deferred tax liability of $ 530,676 and $ 306,995 on exploration and evaluation assets as of March 31, 2025 and December 31, 2024, respectively.

The net deferred tax liability of $ 530,676 includes an increase related to exploration costs for the quarter ended March 31, 2025.

The Company reviews its tax positions quarterly for tax uncertainties.

The Company did no t have any uncertain tax positions as of September 30, 2024 or December 31, 2023.

The table below shows the components of Debt, net as of September 30, 2024 and December 31, 2023 :

September 30,

The Company did no t have any uncertain tax positions as of March 31 , 2025 or December 31, 2024.

The table below shows the components of Debt, net as of March 31, 2025 and December 31, 2024 :

March 31, 2025

Secured Debt Facility

10 unchanged sentences

Secured Credit Facility

On May 17, 2023, the Company entered into a credit and guarantee agreement (the “Credit Agreement”), by and among CORE Alaska, LLC as the borrower, each of the Company, LSA, Contango Minerals, as guarantors, each of the lenders party thereto from time to time, ING Capital LLC (“ING”), as administrative agent for the lenders, and Macquarie Bank Limited (“Macquarie”), 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.

The Credit Agreement will mature on December 31, 2026 (the “Maturity Date”) and will be repaid via quarterly repayments over the life of the loan.

The Facility has an upfront fee and a production linked arrangement fee based upon the projected total production of gold ounces in the base case financial model delivered on the closing date, payable quarterly based on attributable production, with any balance due upon the maturity or termination of the Credit Agreement.

The 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 th e Lucky Shot mine, in addition to the assets of HighGold and Avidian Alaska.

As a condition precedent to the second borrowing, the Company wa s 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 December 2026.

The Company commenced delivery into those hedge agreements in July 2024.

See Note 14 - Derivatives and Hedging Activities below and the Company's Form 10-KT for the six-month period ended December 31, 2023.

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

Liquidity loans, which can be made once a month, are to be used for cost overruns.

Any outstanding liquidity loans must be repaid on July 31, 2025.

As of September 30, 2024, the Company did no t have any liquidity loans outstanding.

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 ("ING") as administrative agent for the lenders, and Macquarie Bank Limited ("Macquarie"), as collateral agent for the secured parties.

The Credit Agreement provides for a senior secured loan facility (the “Facility”) of up to $ 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 March 31, 2025, the Company has drawn $ 60 million on the term loan facility and has made $ 21.7 million in principal repayments with a balance of $ 38.3 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.

As a condition precedent to the second borrowing, the Company was required to enter into a series of hedging agreements with ING and Macquarie for the sale of an aggregate of 124,600 ounces of gold production from Manh Choh at a weighted average price of $ 2,025 per ounce.

The hedge agreements have delivery obligations beginning in July 2024 and ending in June 2027.

The Company has delivered 37,861 ounces of gold into the hedging agreements as of March 31, 2025, resulting in a remaining balance of the hedge agreements is 86,739 ounces.

In addition, during the first quarter of 2025, the Company sold all gold at spot price to the lenders and simultaneously locked in a forward price to re-purchase from the lenders on 11,939 ounces of gold related to the April 30, 2025 hedge maturity date (referred to as a “Carry Trade”).

The result of the Carry Trade is recognizing a derivative asset of $ 2,196,554, which offsets the derivative liability in the financial statements.

The Carry Trade was settled on April 30, 2025 with a net payment of $ 11.0 million from Contango in exchange for the reduction of 11,939 ounces of gold under the hedge agreement.

As of April 30, 2025, the hedge agreement balance is 74,800 ounces.

See Note 14 - Derivatives and Hedging Activities.

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.

3 unchanged sentences

“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.

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, payable quarterly.

The current Applicable Margin is 6 %.

4 unchanged sentences

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 September 30, 2024, the Company had unused borrowing commitments of $ 5.0 million.

As of March 31, 2025, the Company had no unused borrowing commitments.

Borrowings under the Facility carried an original issue discount of $ 2.3 million and debt issuance costs of approximately $ 1.6 million.

As of September 30, 2024, the unamortized discount and issuance costs were $ 1.7 million and $ 2.1 million, respectively, and the carrying amount, net of the unamortized discount and issuance costs was $ 54.3 million.

As of March 31, 2025, the unamortized discount and issuance costs were $ 0.8 million and $ 1.1 million, respectively, and the carrying amount, net of the unamortized discount and issuance costs was $ 36.4 million.

As of December 31, 2024, the unamortized discount and issuance costs were $ 1.2 million and $ 1.5 million, respectively and the carrying amount, net of the unamortized discount and issuance costs was $ 49.4 million.

The fair value of the debt (Level 2) as of September 30, 2024 and December 31, 2023 was $ 58.0 million and $ 30.0 million, respectively.

The Company recognized interest expense totaling $ 7.2 million related to this debt for the nine months ended September 30, 2024 (inclusive of approximately $ 4.3 million of contractual interest, and approximately $ 2.9 million related to the amortization of the discount and issuance fees).

The Company recognized interest expense totaling $ 0.5 million related to this debt for the nine months ended September 30, 2023 (inclusive of approximately $ 437,000 of contractual interest, and approximately $ 94,000 related to the amortization of the discount and issuance fees).

The effective interest rate of the term loan facility was 11.56 % as of September 30, 2024 and 11.58 % as of December 31, 2023.

As of September 30, 2024 and December 31, 2023, the effective interest rate for the amortization of the discount and issuance costs was 8.6 % and 5.6 %, respectively.

The fair value of the debt (Level 2) as of March 31, 2025 and December 31, 2024 was $ 38.3 million and $ 52.1 million, respectively.

The Company recognized interest expense totaling $ 1.9 million related to this debt for the three months ended March 31, 2025 (inclusive of approximately $ 1.1 million of contractual interest, and approximately $ 0.8 million related to the amortization of the discount and issuance fees).

The Company recognized interest expense totaling $ 1.6 million related to this debt for the three months ended March 31, 2024 (inclusive of approximately $ 1.1 million of contractual interest, and approximately $ 0.5 million related to the amortization of the discount and issuance fees).

The effective interest rate of the term loan facility was 10.24 % as of March 31, 2025 and 11.06 % as of December 31, 2024.

As of March 31, 2025 and December 31, 2024, the effective interest rate for the amortization of the discount and issuance costs was 8.5 % and 8.5 %, respectively.

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.

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The Company is also required to maintain a minimum cash balance of $ 2 million.

As of September 30, 2024, the Company was in compliance with, or has received waiver or consent from ING and Macquarie, all of the required debt covenants.

As of March 31, 2025, 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.

As of September 30, 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 $ 9.5 million of principal on a quarterly basis through December 31, 2026.

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 March 31, 2025, the Company had drawn a total of $ 60.0 million on the Facility.

The Company made principal repayments totaling $ 21.7 as of March 31, 2025.

The Company is scheduled to repay $ 24.7 million of principal in the next twelve months and the remaining $ 13.6 million of principal on a quarterly basis through June 30, 2027.

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.

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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.

During the quarter, the Company accrued $ 293,538 as a PLA fee presented as part of interest and finance expense.

Convertible Debenture

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The Debenture carried an original issue discount of $ 0.6 million and debt issuance costs of approximately $ 0.2 million.

As of September 30, 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 September 30, 2024 and December 31, 2023, net of the unamortized discount and issuance costs was $ 19.6 million and $ 19.5 million, respectively.

The fair value of the Debenture (Level 2) as of September 30, 2024 and December 31, 2023 was $ 20.0 million.

The Company recognized interest expense totaling $ 1.5 million related to this debt for the nine months ended September 30, 2024 (inclusive of approximately $ 1.4 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 $ 1.4 million related to this debt for the nine months ended September 30, 2023 (inclusive of approximately $ 1.3 million of contractual interest, and approximately $ 0.1 million related to the amortization of the discount and issuance fees).

As of March 31, 2025 and December 31, 2024, the unamortized discount and issuance costs were $ 0.4 million and $ 0.4 million, respectively.

The carrying amount of the debt at March 31, 2025 and December 31, 2024, net of the unamortized discount and issuance costs was $ 19.6 million and $ 19.6 million, respectively.

The fair value of the Debenture (Level 2) as of March 31, 2025 and December 31, 2024 was $ 20.0 million.

The Company recognized interest expense totaling $ 0.5 million related to this debt for the three months ended March 31, 2025 (inclusive of approximately $ 0.5 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 $ 0.5 million related to this debt for the three months ended March 31, 2024 (inclusive of approximately $ 0.5 million of contractual interest, and approximately $ 0.1 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 September 30, 2024 and December 31, 2023 was 0.6 % and 0.6 %, respectively.

The effective interest rate for the amortization of the discount and issuance costs as of March 31, 2025 and December 31, 2024 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 September 30, 2024 and December 31, 2023 as the probability of a change of control was negligible as of those dates.

The fair value of the identified derivative was determined to be de minimis at March 31, 2025 and December 31, 2024 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.

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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 the Credit Agreement, 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.

The hedge agreements have delivery obligations beginning in July 2024 and ending in

December 2026, and represent approximately 42 % of the Company’s interest in the projected production from the Manh Choh mine over the current anticipated life of the mine.

As of September 30, 2024, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships:

The hedge agreements have delivery obligations beginning in July 2024 and ending in June 2027, and represent approximately 42 % of the Company’s interest in the projected production from the Manh Choh mine over the current anticipated life of the mine.

As of March 31, 2025, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships:

Average Price

The volume outstanding as of March 31, 2025 of 86,739 includes 11,939 ounces of gold forward sold under Carry Trade contracts.

See Note 13 - Debt.

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 Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023.

As of September 30, 2024

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024.

As of March 31, 2025

As of December 31, 2024

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Derivative contract liability - noncurrent

As of September 30, 2024, the fair value of derivatives in a net liability position, which excludes any adjustment for nonperformance risk, related to these agreements was $ 74,539,622 .

As of September 30, 2024, the Company has not posted any collateral related to these agreements.

If the Company had breached any of these provisions as of September 30, 2024, it could have been required to settle its obligations under the agreements at their termination value of $ 74,539,622 .

As of March 31, 2025, the fair value of derivatives in a net liability position related to these agreements was $ 98,167,763 , which includes the Carry Trade which offsets with the derivative liability.

As of March 31, 2025, the Company has not posted any collateral related to these agreements.

Effect of Derivatives Not Designated as Hedging Instruments on the Income Statement

The table below presents the effect of the Company’s derivative financial instruments that are not designated as hedging instruments on the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2024 and 2023.

Derivatives Not Designated as Hedging Instruments under Subtopic 815-20

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Recognized in Income on Derivative

Amount of Gain or (Loss)

Recognized in Income on Derivative

Three months ended

September 30, 2024

March 31, 2025

Three months ended

September 30, 2023

Nine months ended

September 30, 2024

Nine months ended

September 30, 2023

March 31, 2024

Commodity Contracts

Unrealized loss on derivative contracts

Commodity Contracts

Realized loss on derivative contracts

Credit-risk-related Contingent Features

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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 three and nine months ended September 30, 2024 were $ 0.9 million for both periods.

The Company did no t have any gain or losses on metal sales for the comparative periods in 2023.

The gain on metal sales for the three months ended March 31, 2025 was $ 1.2 million, which was comprised of 5,444 ounces sold at spot price and 11,939 ounces delivered into the April 30, 2025 hedge contract using the Carry Trade.

The Company did no t have any gain or losses on metal sales for the comparative period in 2024.

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.

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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 quarter ended September 30, 2024.

There were no transfers between fair value hierarchy levels for the quarter ended March 31, 2025.

Fair Value on a Recurring Basis

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Contingent Consideration - As discussed in Note 11 , the Company will be obligated to pay CRH 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.

The following table summarizes the fair value of the Company’s financial assets and liabilities, by level within the fair-value hierarchy (in thousands):

As of September 30, 2024

The fair value of the share-based portion of the contingent consideration is measured on a recurring basis, and is driven by the probability of reaching the milestone payment thresholds.

The cash portion of the contingent consideration related to that asset acquisition will be recorded when the contingency is resolved.

The following table summarizes the fair value of the Company’s financial assets and liabilities, by level within the fair-value hierarchy:

As of March 31, 2025

Financial Assets

Derivative contract asset - current

Marketable securities - noncurrent

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Financial Assets

Derivative contract asset - current

Marketable securities - noncurrent

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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 Mining Inc., a corporation existing under the laws of the Province of British Columbia (“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).

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.

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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.

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

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General and Administrative Expenses

The following table presents the Company's general and administrative expenses for the three and nine months ended September 30, 2024 and 2023.

September 30,

The following table presents the Company's general and administrative expenses for the three months ended March 31, 2025 and 2024.

General and administrative expenses:

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Director fees

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 regularly reviewed by the chief operating decision maker ("CODM") to make decisions about resources to be allocated and assess performance.

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 regularly 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.

Three Months Ended March 31, 2025

Corporate and other reconciling items

Claim rental expense

Exploration expense

Johnson Tract

General exploration expenses

Total exploration expense

Depreciation expense

General and administrative expense

Total expenses

Income/(loss) from equity investment in Peak Gold, LLC

Total income/(loss) from operations

OTHER INCOME/(EXPENSE):

Interest income

Interest expense

Loss on derivative contracts

Gain on metal sales

Unrealized gain on marketable securities

Total other income/(expense)

LOSS BEFORE INCOME TAXES

Total Liabilities

( 167,867,426

Net Assets/(Deficit)

Three Months Ended March 31, 2024

Corporate and other reconciling items

Claim rental expense

Exploration expense

Johnson Tract

General exploration expenses

Total exploaration expense

Depreciation expense

Accretion expense

General and administrative expense

Total expenses

Income/(loss) from equity investment in Peak Gold, LLC

Total income/(loss) from operations

OTHER INCOME/(EXPENSE):

Interest income

Interest expense

Loss on derivative contracts

Total other income/(expense)

LOSS BEFORE INCOME TAXES

As of December 31, 2024

Total Liabilities

( 132,619,618

Net Assets/(Deficit)

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the accompanying notes and other information included elsewhere in this Form 10-Q and our Form 10-KT for the six-month period ended December 31, 2023 and Form 10-K for the fiscal year ended June 30, 2023, previously filed with the SEC.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the accompanying notes and other information included in our Form 10-K for the year ended December 31, 2024, previously filed with the SEC.

Cautionary Statement about Forward-Looking Statements

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• Cash flow and anticipated liquidity;

• The Company’s ability to fund its business with current cash reserves based on currently planned activities;

• The Company’s ability to fund its business with cash flows from operations and current cash reserves;

• Prospect development;

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Risk Factors, of this Form 10-Q and Part I, Item 1A.

Risk Factors, in our Transition Report on Form 10-KT for the six-month period ended December 31, 2023, these factors include among others:

• Ability to raise capital to fund capital expenditures and repayment of indebtedness;

Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2024, these factors include among others:

• Availability and ability to raise capital to fund capital expenditures;

• Ability to repay indebtedness when due;

• Ability to retain or maintain capital contributions to, and our relative ownership interest in the Peak Gold JV;

• Ability to influence management of the Peak Gold JV;

• Ability to realize the anticipated benefits of the HighGold Acquisition;

• Disruption from the HighGold Acquisition and transition of HighGold’s management to the Company, including as it relates to maintenance of business and operational relationships;

• Ability to consummate and realize the anticipated benefits of strategic transactions;

• Potential delays or changes in plans with respect to exploration or development projects or capital expenditures;

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• Declines and variations in the price of gold and associated minerals, as well as price volatility for natural resources;

• Availability of operating equipment;

• Availability and costs of material and operating equipment;

• Potential mechanical failure or under performance of facilities and equipment;

• Ability to find and retain skilled personnel;

• Restrictions on mining activities;

• Federal and state legislation and regulation that affects mining development and activities;

• Impact of new and potential legislative and mining operating and safety standards;

• Worldwide economic conditions;

• Federal and state legislation and regulation that affects or restricts mining development and activities;

• Impact of new and potential mining operating and safety standards;

• Environmental and regulatory, health and safety risks;

• Uncertainties of any estimates and projections relating to any future production, costs and expenses (including changes in the cost of fuel, power, materials, and supplies);

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• Stock price and interest rate volatility;

• Availability and cost of material and equipment;

• Actions or inactions of third-parties;

• Potential mechanical failure or under-performance of facilities and equipment;

• Environmental and regulatory, health and safety risks;

• Strength and financial resources of competitors;

• Worldwide economic conditions;

• Competition generally and the increasing competitive nature of the mining industry;

• Expanded rigorous monitoring and testing requirements;

• Ability to obtain insurance coverage on commercially reasonable terms;

• Competition generally and the increasing competitive nature of the mining industry;

• Risks related to title to properties.

• Ability to consummate strategic transactions.

You should not unduly rely on these forward-looking statements in this report, as they speak only as of the date of this report.

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All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

Third Quarter 2024 Highlights and Recent Developments

First Quarter 2025 Highlights and Recent Developments

Manh Choh Project

In July 2024, the Peak Gold JV commenced processing of the ore at the Fort Knox facility and on July 8, 2024, Manh Choh Project achieved a significant milestone and poured its first gold bar, on schedule.

On September 9, 2024, the Company announced the start of a second campaign of gold production from the Manh Choh Project.

On September 17, 2024, the Company announced the receipt of a $19.5 million cash distribution from the Peak Gold JV relating to production at Manh Choh.

During the third quarter of 2024, ore transportation has ramped up to planned volumes, with full commissioning of modifications at the Fort Knox facility having been completed.

The Manh Choh Project remains on track to deliver its planned production this year.

The Peak Gold JV management committee approved budgets for 2023 and 2024, with cash calls totaling approximately to $248.1 million, of which the Company’s share was approximately $74.5 million.

In July 2024, the Company had to contribute an unbudgeted additional cash call for $4.1 million.

As of September 30, 2024, the Company has funded $78.6 million towards the cash calls.

In July 2024, the Peak Gold JV commenced processing ore at the Fort Knox facility and on July 8, 2024, the Manh Choh Project achieved a significant milestone and poured its first gold bar, on schedule.

In 2024, the Company received $40.5 million in cash distributions from the Peak Gold JV relating to production at Manh Choh, followed by $24.0 million received in the first quarter of 2025 and an additional $9 million received subsequent to quarter-end.

During the first quarter of 2025, the Peak Gold JV (on a 100% basis) processed 323,000 tons of ore with an average grade of 0.215 ounces (“oz”) per ton and containing approximately 69,500 oz of gold.

Gold recovery averaged 93.5%, resulting in approximately 65,000 oz of recovered gold, of which Contango’s 30% share amounted to 19,500 oz of gold.

During the first quarter of 2025, 17,382 ounces of gold dore were delivered to Contango and sold during the period and 3,810 ounces of gold remain in recoverable inventory as of March 31, 2025.

Johnson Tract Project

At the Johnson Tract Project the Company commenced a surface drilling campaign on July 30, 2024.

The 2024 surface exploration drilling targeted 3,000 meters (approximately 9,850 ft) across 20 drill holes and was designed to in-fill the upper one-third of the near vertical resource.

In parallel with the in-fill drilling, selected holes had hydrological testing and monitoring to characterize the overall surficial and deposit hydrology and water quality.

In addition to assaying the core, selected drill core had advanced metallurgical, geochemical, and specific gravity tests to assist in building a geometallurgical model for the deposit.

On September 9, 2024, the

Company announced that it had completed approximately 1,500 meters (5,000 ft.) of the planned 2024 surface drilling program at the Johnson Tract Project, which remained on budget and schedule.

On September 10, 2024,the Company received the approved “404” permit from the United States Army Core of Engineers authorizing proposed surface construction work in 2025-2029.

This major permit was applied for and only covers work to establish a road form the Johnson Tract Camp to the proposed portal site and upgrades to the Johnson Tract Airfield.

During the quarter ended March 31, 2025, the Company continued with ongoing work to permit the underground exploration drift and baseline environmental work.

On January 15, 2025, the transportation and port easements were conveyed to CIRI by the National Parks Service and a Decision Record was issued.

On May 6, 2025, the Company announced that it had completed a Technical Report Summary ("TRS") on the Johnson Tract Project.

The TRS summarizes the results of an Initial Assessment (“IA”) of the potential viability for a seven-year life of mine (“LOM”), underground mining operation, utilizing the same direct ship ore (“DSO”) approach as the Manh Choh mine.

The TRS was filed on May 12, 2025.

IA HIGHLIGHTS:

• Pre-Tax net present value discounted at 5% (“NPV 5 ”) of $359.0 million

• Pre-Tax Internal Rate of Return (“IRR”) of 37.4%

• Post-Tax NPV 5 of $224.5 million with a post-tax IRR of 30.2%

• Seven-year LOM

• LOM annual average production of 102,258 gold equivalent ounces ("GEO") at 7.58 grams per tonne ("g/t")

• Initial Capital costs of $213.6 million, including $36 million for contingency costs

• Sustaining Capital costs of $61.3 million, including $12.3 million for contingency costs

• All-In Sustaining Costs ("AISC") estimated at $860 per GEO sold

• Non-discounted payback period 1.3 years

Lucky Shot Property

The Lucky Shot project remains in care and maintenance as the Company plans a surface and underground drilling program for 2025.

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 Mining Inc., a corporation existing under the laws of the Province of British Columbia (“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).

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.

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 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.

Underwritten Offering

On June 10, 2024, the Company entered into an underwriting agreement with Canaccord Genuity LLC and Cormark Securities Inc.

(collectively, the “June 2024 Underwriters”), relating to an 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 consisted 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 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.

The Lucky Shot project remains in care and maintenance.

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 Peak Gold's ore haul plan.

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 Peak Gold's ore haul plans.

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 Peak Gold, LLC's motion to intervene.

On January 15, 2024, Peak Gold and DOT jointly moved for judgment on the pleadings and to stay all discovery.

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.

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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 Peak Gold joined.

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.

On May 6, 2025, the plaintiff and the DOT agreed to dismiss without prejudice the only remaining claim for relief alleged in the Complaint.

All claims in the matter were dismissed and the trial, which was set for August 11, 2025, and all pretrial deadlines were vacated by the Court.

Dot Lake Complaint

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Peak Gold is not named as a defendant in the Complaint and, on August 20, 2024, Peak Gold moved to intervene in the action, which Dot Lake has opposed.

On October 10, 2024, the Court granted intervention to Peak Gold.

The Peak Gold JV 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 opposed.

On October 10, 2024, the Court granted intervention to the Peak Gold JV.

On October 18, 2024, the Peak Gold JV joined the partial motion to dismiss that the Corps filed on August 23, 2024, which motion remains pending.

On March 19, 2025, the Court entered an Order on Motion to Partially Dismiss, which Order dismissed three of the four claims asserted in the Complaint.

On April 1, 2025, Dot Lake filed an Amended Complaint which seeks to reassert one of the claims that was dismissed without prejudice.

On May 2, 2025, the Peak Gold JV moved to dismiss this reasserted claim, which motion remains pending.

Partnering with strategic industry participants to expand future exploration work.

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restricted stock and stock options.

As of September 30, 2024, the Company’s directors and executives beneficially own approximately 13.7% of the Company’s common stock.

As of March 31, 2025, the Company’s directors and executives beneficially own approximately 13.7% of the Company’s common stock.

Acquiring exploration properties .

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Off-Balance Sheet Arrangements

Critical Accounting Estimates

The discussion and analysis of the Company’s financial condition and results of operations is based upon the consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.

The preparation of these consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.

The Company has identified below the critical accounting estimate that is of particular

importance to the portrayal of our financial position and results of operations and which require the application of significant judgment by management.

Actual results may differ from these estimates under different assumptions or conditions.

Contingent Considerations.

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 carries a liability for contingent consideration related to the acquisition of LSA.

In estimating the fair value of the contingent consideration at each reporting period, the Company makes estimates regarding the probability and timing of reaching the milestones associated with payment of the consideration, as well as the weighted average cost of capital used to discount the liability to its present value as of the balance sheet date.

The estimate of the fair value of the contingent consideration is sensitive to changes in any one of these estimates.

Derivative Instruments.

The Company utilizes derivative instruments in order to manage exposure to risks associated with fluctuating commodity prices.

The Company recognizes all derivatives as either assets or liabilities, measured at fair value, and recognizes changes in the fair value of derivatives in current earnings.

The Company has elected to not designate any of its positions under the hedge accounting rules.

Accordingly, these derivative contracts are mark-to-market and any changes in the estimated values of derivative contracts held at the balance sheet date are recognized in unrealized (loss) gain on derivative contracts, net in the Condensed Consolidated Statements of Operations as unrealized gains or losses on derivative contracts.

Realized gains or losses on derivative contracts will be recognized in (Loss) gain on derivative contracts, net in the Condensed Consolidated Statements of Operations.

Results of Operations

Three Months Ended September 30 , 202 4 Compared to Three Months Ended September 30, 2023

Three Months Ended March 31 , 202 5 Compared to Three Months Ended March 31, 2024

Claim Rentals Expense.

Claim rental expense primarily consists of State of Alaska rental payments and costs incurred to record annual labor documents.

For the three months ended September 30, 2024 and 2023, claim rental expense were $0.2 million and $0.1 million respectively.

For the three months ended March 31, 2025 and 2024, claim rental expense were $0.1 million and $0.1 million respectively.

Exploration Expense.

Exploration expense for the three months ended September 30, 2024 was $3.0 million compared to $1.1 million for the three months ended September 30, 2023.

Current period exploration expense primarily relates to a 3,000 meter surface drill program at the Johnson Tract Project.

Exploration expense for the three months ended March 31, 2025 was $0.5 million compared to $0.1 million for the three months ended March 31, 2024.

Current period exploration expense primarily relates to the permitting process for the underground exploration drift and baseline environmental work at the Johnson Tract Project, which are part of the IA.

The prior period exploration expense relates to care and maintenance work performed on the Lucky Shot Property.

General and Administrative Expense.

General and administrative expense for the three months ended September 30, 2024 and 2023 was $2.6 million and $2.8 million, respectively.

General and administrative expense for the three months ended March 31, 2025 and 2024 was $2.4 million and $2.5 million, respectively.

The Company’s general and administrative expense primarily relates to legal fees, regulatory fees, payroll and stock-based compensation expense.

Income / Loss from Equity Investment in the Peak Gold JV .

The income from the Company’s equity investment in the Peak Gold JV for the three months ended September 30, 2024 was $28.5 million compared to a loss of $5.6 million for the same period in 2023.

The Manh Choh project commenced production in July 2024, which generated income for the 2024 period.

The capital contributions for the three months ended September 30, 2024 and 2023 were $4.0 million and $27.0 million, respectively.

The capital contributions were higher for three months ended September 30, 2023 compared to September 30, 2024 as the Manh Choh project was in the development phase in 2023 and required capital for mine development and improvements as the Fort Knox mill facility.

The Peak Gold JV issued a cash distribution of $19.5 million during the three month period ended September 30, 2024.

No cash distributions were made for the same period in 2023.

There were no suspended losses as of September 30, 2024.

The income from the Company’s equity investment in the Peak Gold JV for the three months ended March 31, 2025 was $22.3 million compared to a loss of $0.1 million for the same period in 2024.

The Manh Choh Project commenced production in July 2024, which generated income for the second half of 2024.

The capital contributions for the three months ended March 31, 2025 and 2024 were nil and $15.5 million, respectively.

The capital contributions were higher for three months ended March 31, 2024 compared to March 31, 2025 as the Manh Choh Project was in the development stage in early 2024 and required capital for mine development and improvements as the Fort Knox mill facility.

The Peak Gold JV issued a cash distribution of $24 million during the three month period ended March 31, 2025.

No cash distributions were made during the same period in 2024.

There were no suspended losses as of March 31, 2025.

As of March 31, 2025, accounts payable includes $7.7 million owed to Peak Gold JV.

Interest Expense.

For the three months ended September 30, 2024 interest expense was $3.7 million related to the Queen's Road Capital Investment, Ltd.

For the three months ended March 31, 2025, interest expense was $2.7 million and primarily related to the Queen's Road Capital Investment, Ltd.

Debenture (the "Debenture") and interest expense related to the Company’s cumulative $38.3 million draw-down on the Facility.

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See Note 13 - Debt.

For the three months ended September 30, 2024, the gain on metal sales was $0.9 million related to excess ounces that were purchased from the Peak Gold JV that were not delivered into the hedges and sold to the derivative counterparties.

There were no metal sales for the three months ended September 30, 2023.

Loss on Derivative Contracts.

Loss on derivative contracts for the three months ended September 30, 2024 was $28.8 million compared to $2.7 million for the three months ended September 30, 2023.

The $28.8 million loss for the three month period of September 30, 2024 included a realized loss of $5.9 million as the Company delivered 14,826 gold ounces into the derivative contracts.

The loss also included a non-cash unrealized loss of $22.9 million.

The Company did not deliver gold ounces into the derivative contracts for the three month period ended September 30, 2023.

Therefore, there was no realized loss for the period and the $2.7 million was a

non-cash unrealized loss.

The Company did not enter into any derivative contracts until July 2023 (see Note 14 - Derivative and Hedging Activities).

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Claim Rentals Expense.

Claim rental expense primarily consists of State of Alaska rental payments and costs incurred to record annual labor documents.

For the nine months ended September 30, 2024 and 2023, claim rental expense was $0.4 million and $0.4 million respectively.

Exploration Expense.

Exploration expense for the nine months ended September 30, 2024 was $3.1 million compared to $2.3 million for the nine months ended September 30, 2023.

Current period exploration expense primarily relates to a 3,000 meter surface drill program at the Johnson Tract Project.

The prior period exploration expense relates to care and maintenance work performed on our Lucky Shot Property.

General and Administrative Expense.

General and administrative expense for the nine months ended September 30, 2024 and 2023 was $7.3 million and $7.3 million, respectively.

The Company’s general and administrative expense primarily relates to legal fees, regulatory fees, payroll and stock-based compensation expense.

Income / Loss from Equity Investment in the Peak Gold JV .

The income from the Company’s equity investment in the Peak Gold JV for the nine months ended September 30, 2024 was $27.7 million compared to a loss of $17.4 million for the same period in 2023.

The Manh Choh project commenced production in July 2024, which generated income for the 2024 period.

The capital contributions for the nine months ended September 30, 2024 and 2023 were $31.2 million and $38.8 million, respectively.

The capital contributions were higher for nine months ended September 30, 2023 compared to September 30, 2024 as operations were ramping up at the Manh Choh project with ore and waste mining and a focus on capital improvements at the Fort Knox mill facility.

The Peak Gold JV issued a cash distribution of $19.5 million for the nine month period ended September 30, 2024.

No cash distributions were made for the same period in 2023.

There were no suspended losses as of September 30, 2024.

Interest Expense.

For the nine months ended September 30, 2024 interest expense was $8.6 million related to the Debenture and interest expense related to the Company’s cumulative $58.0 million draw-down on the Facility.

Prior year interest expense of $1.9 million included interest expense related to the Debenture and interest expense related to the Company's cumulative $20 million draw-down on the Facility.

See Note 13 - Debt.

For the nine months ended September 30, 2024, the gain on metal sales was $0.9 million related to excess ounces that were purchased from the Peak Gold JV that were not delivered into the hedges and sold to the derivative counterparties.

There were no metal sales for the nine months ended September 30, 2023.

For the three months ended March 31, 2025, the gain on metal sales was $1.2 million and related to excess ounces that were purchased from the Peak Gold JV that were not delivered into the hedges and sold to the derivative counterparties.

There were no metal sales for the three months ended March 31, 2024.

Loss on Derivative Contracts.

Loss on derivative contracts for the nine months ended September 30, 2024 was $57.0 million compared to $2.7 million for the nine months ended September 30, 2023.

The $57.0 million loss for the nine month period of September 30, 2024 included a realized loss of $5.9 million as the Company delivered 14,826 gold ounces into the derivative contracts.

The loss also included a non-cash unrealized loss of $51.1 million.

The Company did not deliver gold ounces into the derivative contracts for the nine month period ended September 30, 2023.

Therefore, there was no realized loss for the period and the $2.7 million was a non-cash unrealized loss.

The Company did not enter into any derivative contracts until July 2023 (see Note 14 - Derivative and Hedging Activities).

Cash Cost on a By-Product Basis (non-GAAP Measure)

The table below presents a reconciliation between the most comparable GAAP measure of total cost of sales to the non-GAAP measures of Cash Cost on a By-product Basis for the Peak Gold JV operations (Manh Choh) for the nine months ended September 30, 2024.

There are no comparables provided as sales of gold at Manh Choh commenced in July 2024.

Cash Cost on a By-product Basis, per Ounce is a measure developed by precious metals companies (including the Silver Institute and the World Gold Council) in an effort to provide a uniform standard for comparison purposes.

There can be no assurance, however, that this non-GAAP measure as we report is the same as that reported by other mining companies.

Loss on derivative contracts for the three months ended March 31, 2025 was $40.5 million compared to $15.6 million for the three months ended March 31, 2024.

The Company did not deliver gold ounces into the derivative contracts for the three-month period ended March 31, 2025 and 2024.

Therefore, there was no realized loss for the periods and the $40.5 million and $15.6 million was a non-cash unrealized loss, respectively.

(see Note 14 - Derivative and Hedging Activities).

Cash Cost on a By-Product Basis and All-In Sustaining Costs on a By-Product Basis (non-GAAP)

The table below presents reconciliations between the most comparable GAAP measure of total cost of sales to the non-GAAP measures of (i) Cash Cost on a By-product Basis and (ii) AISC on a By-product Basis for the Peak Gold JV operations (Manh Choh) for the three months ended March 31, 2025.

No comparable period is provided as sales of gold at Manh Choh commenced in July 2024.

Cash Cost on a By-product Basis, per Ounce and AISC on a By-product Basis, per Ounce are measures developed by precious metals companies (including the Silver Institute and the World Gold Council) in an effort to provide a uniform standard for comparison purposes.

There can be no assurance, however, that these non-GAAP measures as we report them are the same as those reported by other mining companies.

Cash Cost on a By-product Basis includes all direct and indirect operating cash costs related directly to the physical activities of producing gold, including mining, processing and other plant costs, third-party refining expense, on-site general and administrative costs, royalties and mining production taxes.

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a by‐product.

Cash Cost on a By-product Basis, per Ounce is an important operating statistic that the Company will utilize to measure a mine's operating performance.

Cash Cost on a By-product Basis, per Ounce allows us to benchmark the performance of the Peak Gold JV versus those of our competitors.

This statistic is useful in identifying acquisition and investment opportunities as they provide a common tool for measuring the financial performance of other mines with varying geologic, metallurgical and operating characteristics.

Cash Costs on a By-product Basis, per Ounce is calculated by adjusting production cost of sales, as reported on the interim condensed consolidated statements of operations, as follows:

September 30,

AISC on a By-product Basis includes reclamation, sustaining capital, exploration and joint venture partner operator management costs.

Cash Cost on a By-product Basis, per Ounce is an important operating statistic that we utilize to measure a mine's operating performance.

We use AISC on a By-product Basis, per Ounce as a measure of a mine's net cash flow after costs for reclamation and sustaining capital.

This is similar to the Cash Cost on a By-product Basis, per Ounce measure we report, but also includes reclamation and sustaining capital costs.

Current GAAP measures used in the mining industry, such as cost of goods sold, do not capture all the expenditures incurred to discover, develop and sustain gold production.

Cash Cost on a By-product Basis, per Ounce and AISC on a By-product Basis, per Ounce also allow us to benchmark the performance of the Peak Gold JV versus those of our competitors.

These statistics are useful in identifying acquisition and investment opportunities as they provide a common tool for measuring the financial performance of other mines with varying geologic, metallurgical and operating characteristics.

Cash Costs on a By-product Basis, per Ounce and AISC on a By-product Basis, per Ounce are calculated by adjusting production cost of sales, as reported on the interim condensed consolidated statements of operations, as follows:

Cash Cost on a By-Product Basis:

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Depreciation, depletion and amortization

Sustaining capital

Sustaining capital - PPE

Exploration costs

Reclamation and other costs

JV Partner operator management fee

AISC on a By-Product basis

Divided by ounces sold

Cash Cost on a By-product Basis, per Ounce

AISC on a By-product Basis, per Ounce

Liquidity and Capital Resources

As of September 30, 2024, the Company had approximately $36.2 million of cash.

The Company’s primary cash requirements have been for general and administrative expenses, capital calls from the Peak Gold JV for the Manh Choh Property, repayment of interest related to debt and exploration expenditures on the Johnson Tract Project and Lucky Shot Property.

The Company’s sources of cash have been from common stock offerings, the issuance of the Debenture, distributions from the equity investment and the proceeds from the Facility (see Note 8 - Stockholders' Equity (Deficit) and Note 13 - Debt, for a discussion of the recent activity).

The JV 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 remains on track to deliver its planned production this year.

On July 8, 2024, the Peak Gold JV poured its first gold bar.

The ore mining continues along with stockpiling ore at the Fort Knox facility.

The Project is on schedule and full commissioning of the modifications at the Fort Knox mill was completed.

As of September 30, 2024, the Company has funded $78.6 million of the fiscal 2023 and 2024 capital calls to the Peak Gold JV, $31.3 million of which was required in fiscal 2024 for the Peak Gold JV to reach production.

$60.0 million of such amount was funded from the Facility.

Operations commenced in July 2024 which has allowed the Peak Gold JV to operate from the cash flows generated from its operations and there are no future anticipated cash calls.

If there are any unforeseen cash calls and if the Company elects to not fund a portion of its cashl calls to the Peak Gold JV, its membership interest in the Peak Gold JV would be diluted.

As of March 31, 2025, the Company had approximately $35.2 million of cash.

The Company’s primary cash requirements have been for general and administrative expenses, capital calls from the Peak Gold JV for the Manh Choh Property, repayment of principal and interest related to debt and exploration expenditures on the Johnson Tract Project and Lucky Shot Property.

The Company’s sources of cash have been from common stock offerings, the issuance of the Debenture, distributions from the equity investment and the proceeds from the Facility (see Note 5 - Investment in the Peak Gold JV, Note 8 - Stockholders' Equity (Deficit) and Note 13 - Debt, for a discussion of the recent activity).

The Manh Choh Project began production early in the third quarter of 2024 and on July 8, 2024, the Peak Gold JV poured its first gold bar.

The Manh Choh Project remains on schedule and ore mining continues along with stockpiling of ore at the Fort Knox facility.

Production from the Manh Choh Project has allowed the Peak Gold JV to operate from the cash flows generated from its operations and there are no future anticipated cash calls.

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.

Although there can be no guarantee that the Peak Gold JV will make distributions to the Company, the Company believes that distributions are probable and that it will maintain sufficient liquidity to meet its working capital requirements, including repayment obligations of approximately $34.9 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 13).

In the third and fourth quarters of 2024, the Company received cash distributions from the Peak Gold JV relating to production at Manh Choh of $19.5 million and $21.0 million.

In the first quarter of 2025, the Company received cash distributions totaling $24.0 million.

Although there can be no guarantee that the Peak Gold JV will continue to make distributions to the Company, the Company believes that distributions are probable and that it will maintain sufficient liquidity to meet its working capital requirements, including repayment obligations of approximately $24.7 million on the Facility, for the next twelve months from the date of this report.

The Company made a repayment of $13.8 million on the Facility in January 2025.

Further financing by the Company may include issuances of equity, instruments convertible into equity (such as warrants) or various forms of debt.

The Company has issued common stock and other instruments convertible into equity in the past and cannot predict the size or price of any future issuances of common stock or other instruments convertible into equity, and the effect, if any, that such future issuances and sales will have on the market price of the Company’s securities.

Any additional issuances of common stock or securities convertible into, or exercisable or exchangeable for, common stock may ultimately result in dilution to the holders of common stock, dilution in any future earnings per share of the Company and may have a material adverse effect upon the market price of the common stock of the Company.

Available Information

General information about the Company can be found on the Company’s website at www.contangoore.com.

Our annual reports on Form 10-K, transition report on Form 10-KT, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website as soon as reasonably practicable after the Company files or furnishes them to the SEC.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website as soon as reasonably practicable after the Company files or furnishes them to the SEC.

Quantitative and Qualitative Disclosures About Market Risk

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements