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Item 1. Financial Statements

2025-08-13 compared with 2025-05-14 · 404 added, 337 removed, 622 unchanged (54% of the section changed)

Item 1 - Financial Statements

March 31, 2025

June 30, 2025

December 31, 2024

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Accrued liabilities

Advance royalty reimbursement

Royalty reimbursement advance

Derivative contract liability

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NON-CURRENT LIABILITIES:

Advance royalty reimbursement

Royalty reimbursement advance

Asset retirement obligations

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

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

shares issued and 12,633,363 shares outstanding as of June 30, 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 March 31, 2025;

Treasury stock at cost ( 2,480 at June 30, 2025;

and 2,480 shares at December 31, 2024)

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Three Months Ended

Six Months Ended

Claim rental expense

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Total other income/(expense)

Loss before income taxes

Income tax expense

LOSS PER SHARE

Basic and diluted

Income/(loss) before income taxes

Income tax benefit/(expense)

NET INCOME/(LOSS)

INCOME/(LOSS) PER SHARE

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

Basic and diluted

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

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

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Decrease (increase) in prepaid expenses and other

Increase (decrease) in accounts payable and accrued liabilities

Increase in income taxes payable

Increase in inventory

Increase in accounts payable and accrued liabilities

Net cash provided by (used in) operating activities

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Cash invested in Peak Gold, LLC

Cash consideration paid for Avidian Alaska Acquisition

Acquisition of property and equipment

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Interest expense

Non-cash investing and financing activities

Commitment fee derecognized and added to debt discount

Total non-cash investing and financing activities

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

CONTANGO ORE, INC.

CONDENSED CONSOLIDATED STA TEMENT OF STOCKHOLDERS ’ EQUITY/(DEFICIT)

CONDENSED CONSOLIDATED STA TEMENTS OF STOCKHOLDERS ’ EQUITY/(DEFICIT)

Stockholders’

Equity/(Deficit)

Balance at March 31, 2025

( 199,620,462

Stock-based compensation

Restricted shares activity

Common stock issuance

Cost of common stock issuance

Shares issued for convertible debt interest payment

Net income for the period

Balance at June 30, 2025

( 183,695,597

Stockholders’

Equity/(Deficit)

Balance at March 31, 2024

( 159,539,085

Stock-based compensation

Common stock issuance

Cost of common stock issuance

Issuance of warrants

Shares issued for convertible debt interest payment

Net loss for the period

Balance at June 30, 2024

( 178,084,838

Stockholders’

Equity/(Deficit)

Balance at December 31, 2024

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Net loss for the period

Balance at March 31, 2025

Balance at June 30, 2025

( 183,695,597

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Stock-based compensation

Restricted stock activity

Restricted shares activity

Common stock issuance

Cost of common stock issuance

Stock issued for convertible note interest payment

Issuance of warrants

Shares issued for convertible debt interest payment

Net loss for the period

Balance at March 31, 2024

Balance at June 30, 2024

( 178,084,838

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Organization and Business

Contango ORE, Inc.

(“CORE” or the “Company”) was formed on September 1, 2010 as a Delaware corporation for the purpose of engaging in the exploration for and development of gold ore and associated minerals in the State of Alaska.

On January 8, 2015, CORE Alaska, LLC, a wholly-owned subsidiary of the Company (“CORE Alaska”), and a subsidiary of Royal Gold, Inc.

(“Royal Gold”) formed Peak Gold, LLC (the “Peak Gold JV”).

On September 30, 2020, CORE Alaska sold a 30.0 % membership interest in the Peak Gold JV to KG Mining (Alaska), Inc.

(“KG Mining”), an indirect wholly-owned subsidiary of Kinross Gold Corporation (“Kinross”), a large gold producer with a diverse global portfolio and extensive operating experience in Alaska.

The sale is referred to herein as the “CORE Transactions”.

Concurrently with the CORE Transactions, KG Mining, in a separate transaction, acquired 100 % of the equity of Royal Alaska, LLC from Royal Gold, which held Royal Gold’s 40.0 % membership interest in the Peak Gold JV (the “Royal Gold Transactions” and, together with the CORE Transactions, the “Kinross Transactions”).

After the consummation of the Kinross Transactions, CORE Alaska retained a 30.0 % membership interest in the Peak Gold JV.

KG Mining now holds a 70.0 % membership interest in the Peak Gold JV and Kinross serves as the manager of the Peak Gold JV and operator of the Manh Choh (as defined below) mines.

CORE Alaska , a wholly-owned subsidiary of Contango ORE, Inc.

(“CORE” or the “Company”) has a 30.0 % membership interest in the Peak Gold JV.

KG Mining (Alaska), Inc.

(“KG Mining”), an indirect wholly owned subsidiary of Kinross Gold Corporation (“Kinross”), a large gold producer with a diverse global portfolio and extensive operating experience in Alaska, holds a 70.0 % membership interest in the Peak Gold JV and Kinross serves as the manager of the Peak Gold JV and operator of the Manh Choh (as defined below) mines.

The Company conducts its business through the below primary means:

• its 30.0 % membership interest in Peak Gold JV, which leases approximately 675,000 acres from the Tetlin Tribal Council and holds approximately 13,000 additional acres of State of Alaska mining claims (such combined acreage, the “Peak Gold JV Property”) for exploration and development, including in connection with the Peak Gold JV’s production 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 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”)..

• its 30.0 % membership interest in the Peak Gold JV, which leases approximately 675,000 acres from the Tetlin Tribal Council and holds approximately 13,000 acres of State of Alaska mining claims (collectively, the “Peak Gold JV Property”), including the Main and North Manh Choh deposits (“Manh Choh” or the “Manh Choh Project”);

• its wholly-owned subsidiary Contango Mining Canada Inc.

(British Columbia), which holds 100 % equity in HighGold Mining Inc., which in turn owns J T Mining, Inc., leasing approximately 21,000 acres (“Johnson Tract” or the “Johnson Tract Project”) from Cook Inlet Region, Inc.

(“CIRI”), 125 miles southwest of Anchorage, Alaska;

• its wholly-owned subsidiary Contango Lucky Shot Alaska, LLC (“LSA”), leasing approximately 8,600 acres of State and patented mining claims (“Lucky Shot” or the “Lucky Shot Property”) in the Willow Mining District, approximately 75 miles north of Anchorage, Alaska;

• its wholly-owned subsidiary Contango Minerals Alaska, LLC, controlling approximately 145,280 acres of State mining claims, including:

(i) approximately 69,780 acres northwest of Peak Gold JV (“Eagle/Hona Property”), (ii) approximately 14,800 acres northeast of Peak Gold JV (“Triple Z Property”), (iii) approximately 52,700 acres in the Richardson district (“Shamrock Property”), and (iv) approximately 8,000 acres near Lucky Shot (“Willow Property”) (collectively, the “Minerals Property”);

• its wholly-owned subsidiary Avidian Gold Alaska Inc., controlling approximately 11,711 acres of State mining claims and leases, including:

(i) approximately 1,021 acres near Fort Knox Gold Mine (“Amanita NE Property”), (ii) approximately 10,690 acres in Valdez Creek Mining District (“Golden Zone Property”), and leasing approximately 3,380 acres near Fort Knox (“Amanita 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”.

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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 results of operations for the three months and six months ended June 30, 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 and six months ended June 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/(loss) from operations on the Statement of Operations.

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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.

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 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.

As of June 30, 2025, the Company has a working capital deficit of $ 43.2 million.

During the six months ended June 30, 2025, the Company generated $ 36.9 million from operating activities and increased its cash by $ 16.2 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 and has excess cash for distributions.

The Company received from the Peak Gold JV $ 40.5 million in cash distributions in 2024 and $ 54.0 million in cash distributions during the first half of 2025, relating to production at Manh Choh.

In total, the Company has received $ 94.5 million in cash distributions from the Peak Gold JV since commencing the processing of Manh Choh ore in July 2024.

There can be no guarantee that the Peak Gold JV will make future distributions to the Company.

The Company believes that distributions are probable and 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.

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 $ 7.9 million in 2024 and $ 13.8 million in January 2025.

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 $ 10.5 million on the Facility and delivery into its hedge contracts, for the next twelve months from the date of this report.

The Company made principal payments on the Facility of $ 7.9 million in 2024 and $ 22.0 million in the first half of 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.

The Company does not currently anticipate any cash calls.

If the Company’s interest in the Peak Gold JV is diluted, the Company may not be able to fully realize its investment in the Peak Gold JV.

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Summary of Significant Accounting Policies

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.

Inventory is valued at the lower of cost and net realizable value, with cost determined using the weighted average cost method.

Net realizable value is calculated as the estimated selling price in the ordinary course of business, less any estimated costs to sell gold.

Costs are capitalized to inventory, until substantially ready for sale.

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):

In December 2023, the Financial Accounting Standards Board ("FASB") 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.

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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.

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

Disaggregation of Income Statement Expenses, requiring disclosure of specified information about certain costs and expenses.

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

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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 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:

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

As of June 30 , 2025 the Company has contributed approximately $ 106.2 million to and held a 30.0 % membership interest in the Peak Gold JV.

During the three and six months ended June 30, 2025, the Company received cash distributions of $ 30 million and $ 54 million, respectively.

The following table is a roll-forward of the Company’s investment in the Peak Gold JV as of June 30, 2025:

in Peak Gold, LLC

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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:

Distributions received from Peak Gold, LLC

Income from equity investment in Peak Gold, LLC

Investment balance at June 30, 2025

The following table presents the condensed unaudited results of operations for the Peak Gold JV for the three and six month periods ended June 30, 2025 and 2024 in accordance with US GAAP:

Three Months Ended

March 31, 2025

March 31, 2024

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Cost of sales

( 164,214,219

Other expenses

Net Income/(Loss)

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 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.

The Peak Gold JV income (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 June 30, 2025 and June 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 $ 56.2 million and $ 54.5 million, respectively.

Prepaid Expenses and other assets

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.

The Company has prepaid expenses and other assets of $ 849,332 and $ 1,114,522 as of June 30, 2025 and December 31, 2024, respectively.

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

Net Loss Per Share

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

Three Months Ended March 31,

Net Income (Loss) Per Share

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

Three Months Ended June 30,

Net Income/(Loss)

Income/(Loss) attributable to participating securities

Basic Net Income/(Loss) per Share:

Net income/(loss) attributable to common stockholders

Effect of Dilutive Securities

Restricted shares

Diluted Net Income/(Loss) per Share:

Net income/(loss) attributable to common stock

Six Months Ended June 30,

Loss attributable to participating securities

Basic Net Loss per Share:

Net loss attributable to common stock

Effect of Dilutive Securities

Restricted shares

Diluted Net Loss per Share:

Net loss attributable to common stock

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.

The Company uses the two-class method to compute basic earnings per share.

Under this method earnings are allocated to common shares and participating securities according to their participation rights in dividends declared and undistributed earnings and divide the income available to each class by the weighted average number of common shares for the period in each class.

Unvested restricted stock grants made to our non-employee directors and certain employees are considered participating securities because the shares have the right to receive non-forfeitable dividends.

Because the participating shares have no obligation to share in net losses, we do not allocate losses to our common shares in this calculation.

Diluted earnings per share reflect the potential dilutive effect of securities that could share in our earnings.

Restricted stock awarded to non-employee directors and certain employees that have not yet vested are considered when computing diluted earnings per share.

The Company uses the treasury stock method to determine the dilutive effect of unvested restricted stock.

Shares of unvested restricted stock under a stock-based compensation arrangement are considered options for purposes of computing diluted earnings per share and are considered outstanding shares as of the grant date for purposes of computing diluted earnings per share even though their exercise may be contingent upon vesting.

Those stock-based awards are included in the diluted earnings per share computation even if the non-employee director and employee may be required to forfeit the stock at some future date, or no shares may ever be issued to the non-employee director and/or employee.

Unvested restricted stocks are not included in outstanding common shares in computing basic earnings per share.

Warrants to purchase 678,875 shares of common stock of the Company were outstanding as of June 30, 2025.

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

456,110 and 429,153 restricted shares of common stock were unvested as of June 30, 2025 and 2024, respectively.

These warrants and unvested restricted shares were not included in the computation of diluted earnings per share for the periods where the Company generated a net loss 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 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 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.

(the “Agent”), pursuant to which the Company may offer and sell from time to time up to $ 40,000,000 of shares of the Company’s common stock through the Agent (the “ATM Program”).

(the “Agent”), pursuant to which the Company may, from time to time, offer and sell shares of its common stock in an aggregate amount of up to $ 40,000,000 through the Agent (the “ATM Program”).

Sales of the Company's common stock under the ATM Program are made, pursuant to the Company’s effective shelf registration statement on Form S-3.

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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.

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.

Pursuant to the Sales Agreement, the Company sold 145,554 shares of common stock during the six-month period ended June 30, 2025 and 24,115 shares during the six-month period ended June 30, 2024 for net proceeds of approximately $ 2.1 million and $ 0.5 million, respectively.

$ 30.6 million of the Company's common stock remains available for sale under the ATM Program as of June 30, 2025.

Underwritten Offering

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(collectively, the "June 2024 Underwriters"), relating to the underwritten public offering (the “ June 2024 Offering”) of 731,750 units (the "Units") of the Company at a price of $ 20.50 per Unit.

Each Unit consists of (i) one share of the Company's common stock and (ii) one-half of one accompanying warrant.

Each 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.

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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.

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Property & Equipment

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

March 31, 2025

The table below sets forth the book value by type of fixed asset owned by the Company (excludes Peak Gold LLC assets) as well as the estimated useful life:

June 30, 2025

December 31, 2024

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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 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.

Shares available for grant under the Equity Plans consist of 316,539 shares of common stock plus:

(i) 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 (ii) shares subject to awards that are not appreciation awards granted under the 2010 Plan that are forfeited for any reason.

As of June 30, 2025, there were 456,110 shares of unvested restricted common stock outstanding under the Equity Plans.

Stock-based compensation expense for the three and six months ended June 30, 2025 was $ 0.8 million and $ 1.3 million, respectively.

Stock-based compensation expense for the three and six months ended June 30, 2024 was $ 0.6 million and $ 1.3 million, respectively.

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.

All restricted stock grants are expensed over the applicable vesting period based on the fair value at the date the stock is granted.

The grant date fair value may differ from the fair value on the date the individual’s restricted stock actually vests.

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

Restricted Stock.

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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 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 total grant date fair value of the restricted stock granted during the six months ended June 30, 2025 and June 30, 2024 was $ 3.3 million and $ 2.3 million, respectively.

As of June 30, 2025, the total compensation cost related to nonvested restricted share awards not yet recognized was $ 3,717,661 .

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 March 31, 2025 and December 31, 2024:

Below table indicates the unvested restricted stock balance as of June 30, 2025 and December 31, 2024:

Number of restricted shares unvested

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Restricted shares vested

Balance - March 31, 2025

Balance - June 30, 2025

Balance - January 1, 2024

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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.

The fair value of each option is estimated as of the date of grant using the Black-Scholes options-pricing model.

Expected volatilities are based on the historical weekly volatility of the Company’s stock with a look-back period equal to the expected term of the options.

The expected dividend yield is zero as the Company has never declared and does not anticipate declaring dividends on its common stock.

The expected term of the options granted represents the period of time that the options are expected to be outstanding.

The simplified method is used to estimate the expected term, due to the lack of historical stock option exercise activity.

The risk-free interest rate is based on U.S.

Treasury bills with a duration equal to or close to the expected term of the options at the time of grant.

There were no newly vested stock options 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

Outstanding as of December 31, 2024

Outstanding at the end of the period

Aggregate intrinsic value

Exercisable, end of the period

Aggregate intrinsic value

Available for grant, end of period

Weighted average fair value per share of options

granted during the period

There were no newly vested stock options for the six month period ended June 30, 2025 or six month period ended June 30, 2024.

As of June 30, 2025, the total unrecognized compensation cost related to nonvested stock options was zero .

During the six months ended June 30, 2025, 100,000 stock options with an exercise price of $ 14.50 expired unexercised.

As of June 30, 2025, there are no stock options outstanding.

Commitments and Contingencies

1 unchanged sentence

The Tetlin Lease had an initial ten-year term beginning July 2008, which was extended for an additional ten years to July 15, 2028, and for so long thereafter as the Peak Gold JV initiates and continues to conduct mining operations on the Tetlin Lease.

Pursuant to the terms of the Tetlin Lease, the Peak Gold JV is required to spend $ 350,000 per year until July 15, 2028 in exploration costs.

The Company’s exploration expenditures through the 2023 exploration program have satisfied this requirement because exploration funds spent in any year in excess of $ 350,000 are credited toward future years’ exploration cost requirements.

Additionally, should the Peak Gold JV derive revenues from the properties covered under the Tetlin Lease, the Peak Gold JV is required to pay the Tetlin Tribal Council a production royalty ranging from 3.0 % to 5.0 %, depending on the type of metal produced and the year of production.

In lieu of a $ 450,000 cash payment to the Peak Gold JV from the Tetlin Tribal Council to increase its production royalty by 0.75 %, the Peak Gold JV agreed to credit the $ 450,000 against future production royalty and advance minimum royalty payments due to the Tetlin Tribal Council under the lease once production begins.

Until such time as production royalties begin, the Peak Gold JV must pay the Tetlin Tribal Council an advance minimum royalty of approximately $ 75,000 per year, and subsequent years are escalated by an inflation adjustment.

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 net smelter return royalty ranging from 3.0 % to 5.0 %, depending on the type of metal produced and the year of production.

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.

1 unchanged sentence

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.

2 unchanged sentences

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

As of December 31, 2023, the Peak Gold JV had met the annual labor requirements for the Manh Choh Project acreage for the next four years, which is the maximum period allowable by Alaska law.

Lucky Shot Property .

3 unchanged sentences

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.

If payable, the additional share consideration will be issued based on the 30-day trading volume.

See Note 15 - Fair Value Measurement.

Royal Gold Royalties .

Royal Gold currently holds a 3.0 % overriding royalty on the Tetlin Lease and certain state mining claims.

Royal Gold Inc.

("Royal Gold"), the former 40 % owner of the Peak Gold JV, currently holds a 3.0 % overriding net smelter return royalty on the Tetlin Lease and certain state mining claims.

Royal Gold also holds a 28.0 % net smelter returns silver royalty on all silver produced from a defined area within the Tetlin Lease.

Pursuant to the CORE Purchase Agreement, the Company received a prepayment of $ 1,200,000 for its direct share of silver royalty payments from KG Mining.

If the aggregate amount of silver royalty payments exceeds $ 1,200,000 , then beginning with the following calendar quarter such point, the Company shall receive within 45 days after the last day of each such calendar quarter, an amount equal to the product of (i) the amount of the silver royalty earned by the Company pursuant to the Omnibus Royalty Agreement from and after the point at which the silver royalty became greater than $ 1,200,000 and (ii) CORE Alaska's weighted average interest in the Company during such calendar quarter.

The Company received a royalty reimbursement advance of $ 1,200,000 from KG Mining for the Company’s share of silver royalty payments due to Royal Gold.

If the aggregate amount of silver royalty payments exceeds $ 1,200,000 , then beginning with the following calendar quarter at such point, the Company shall receive within 45 days after the last day of each such calendar quarter, an amount equal to the product of (i) the amount of the silver royalty earned by the Company pursuant to the Omnibus Royalty Agreement from and after the point at which the silver royalty became greater than $ 1,200,000 and (ii) CORE Alaska's weighted average interest in the Company during such calendar quarter.

The Peak Gold JV commenced production in July 2024 and therefore the Company has started to drawdown the $ 1,200,000 prepayment into income.

The Company has recognized $ 113,122 into income as of March 31, 2025.

The Company has recognized $ 244,527 in interest and other income as of June 30, 2025.

CIRI Lease 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.

4 unchanged sentences

Avidian Alaska entered into a 15-year lease agreement with an effective date of July 18, 2015 with Tanya Stolz.

Avidian Alaska shall pay minimum annual lease payments as outlined under the schedule in section 4.1 of the agreement.

Avidian Alaska shall pay minimum annual lease payments as outlined under the schedule in section 4.1 of the lease agreement.

Avidian Alaska's obligation for July 18, 2025 is $ 100,000 and will increase by $ 10,000 per year, with a final payment on July 18, 2030 for $ 130,000 .

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

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

Retention Agreements .

2 unchanged sentences

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.

Mike Clark serves as the Company’s Chief Financial 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.

1 unchanged sentence

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).

He is also entitled to enhanced severance benefits if he terminates his employment within 30 days following a change of control (24 months of base salary and bonus amounts).

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.

3 unchanged sentences

He is also entitled to enhanced severance benefits if he terminates his employment within 30 days following a change of control.

He is also entitled to enhanced severance benefits if he terminates his employment within 30 days following a change of control (24 months of base salary and bonus amounts).

Any payment of severance benefits to him under the CEO Employment Agreement is conditioned on his timely agreement to, and non-revocation of, a full and final release of legal claims in favor of the Company.

Short Term Incentive Plan .

The Compensation Committee of the Company's board of directors (the “Compensation Committee”) adopted a Short-Term Incentive Plan (the “STIP”) for the benefit of its executive officers.

Pursuant to the terms of the STIP, the Compensation Committee establishes performance goals at the beginning of each year and then at the end of the year will evaluate the extent to which, if any, the officers meet such goals.

The STIP provides for a payout ranging between 0 % and 150 % of an officer’s annual base salary, depending on what performance rating is achieved.

Amounts due under the STIP can be partially settled in the form of restricted stock, subject to the terms of the 2023 Plan and discretion of the Compensation Committee.

Committee for Safe Communities Complaint.

On October 20, 2023, the Committee for Safe Communities, an Alaskan non-profit corporation inclusive of this same group of objectors and formed for the purpose of opposing the project, filed suit in the Superior Court in Fairbanks, Alaska against the State of Alaska Department of Transportation and Public Facilities ("DOT").

The Complaint seeks injunctive relief against the DOT with respect to its oversight of the Peak Gold JV's ore haul plan.

The Complaint alleges that the DOT has approved a haul route and trucking plan that violates DOT regulations, DOT's actions have created an unreasonable risk to public safety constituting an attractive public nuisance, and DOT has aided and abetted the offense of negligent driving.

On November 2, 2023, the plaintiff filed a motion for a preliminary injunction against the DOT and sought expedited consideration of its motion.

If granted, the motion could impact the Peak Gold JV's ore haul plans.

On November 9, 2023, the Court denied the plaintiff's motion for expedited consideration.

On November 15, 2023, the Court granted the Peak Gold JV's motion to intervene.

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

On May 14, 2024, the Court issued an Order denying the plaintiff's motion for preliminary injunction and staying discovery.

On June 24, 2024, the Court issued an Order granting judgment on the pleadings as to three of the four claims for relief alleged in the Complaint and denying relief as to the claim for public nuisance.

The Order further lifted the stay of discovery.

On July 3, 2024, the DOT filed motion for reconsideration as to the Court's Order on the motion for judgment on the pleadings, which the Peak Gold JV joined.

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

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.

On October 20, 2023, the Committee for Safe Communities ("CSC"), an Alaskan non-profit corporation inclusive of certain vacation home owners along the Manh Choh ore haul route, formed for the purpose of opposing the Manh Choh project, filed suit in the Superior Court in Fairbanks, Alaska against the State of Alaska Department of Transportation and Public Facilities ("DOT").

The Complaint sought injunctive relief against the DOT with respect to its oversight of the Peak Gold JV's ore haul plan.

On May 9, 2025, and at CSC’s request, the Court entered an Order of Dismissal Without Prejudice as to CSC’s one remaining claim, vacated the trial date and closed the case.

Village of Dot Lake Complaint.

4 unchanged sentences

Spellmon, in his official capacity as Chief of Engineers and Commanding General of the Corps.

The Complaint seeks declaratory and injunctive relief based on the Corps' alleged failure to consult with Dot Lake and to undertake an adequate environmental review with respect to the Corps' issuance in September 2022 of a wetlands disturbance permit in connection with the overall permitting of the Manh Choh mine as to approximately 5 acres of wetlands located on Tetlin Village land.

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.

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 five acres of wetlands located on Tetlin Village land.

The Peak Gold JV was not named as a defendant in the Complaint and, on August 20, 2024, 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 October 18, 2024, the Peak Gold JV joined the partial motion to dismiss that the Corps filed on August 23, 2024.

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.

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

On May 2, 2025, the Peak Gold JV filed a Motion to Dismiss this reasserted claim.

On July 31, 2025, the Court dismissed the reasserted claim with prejudice and without leave to amend.

Cook inlet Keeper, Chickaloon Village Traditional Counsel, Center for Biological Diversity.

On September 10, 2024, the Corps issued to Johnson Tract Mining Inc, (a wholly owned subsidiary of Contango Ore) a permit under Section 404 of the Clean Water Act to construct an access road and improve an existing air strip on the south parcel of the Johnson Tract project.

Plaintiffs seek to vacate the section 404 permit issued and halt mineral exploration on the lands.

The Complaint is the Corps Environmental Assessment for the Clean Water Act 404 permit granted in September 2024 for the mine exploration project failed to adequately analyze the potential for acid rock drainage and contaminants leaching into the Johnson River and Cook Inlet and the harmful effects of the project on Cook Inlet beluga whales.

In July 2025, Contango Ore filed a motion to intervene as a defendant in the lawsuit to protect its legal rights under the Section 404 permit, its significant investment in the Johnson Tract, and its mineral exploration lease with CIRI.

The Alaska District court has not issued any rulings or relief and the permit in question is still active and in good standing.

Management expects to be successful with this litigation.

The Co mpany recognized a full valuation allowance on its deferred tax asset as of June 30, 2025 and December 31, 2024 and has recognized a tax benefit of $ 52,451 and an expense of $ 171,230 for income tax for the three and six months ended June 30, 2025, respectively, and zero for the three and six months ended June 30, 2024, respectively.

The effective tax rate was 0.33 % and - 2.65 % for the three and six months ended June 30, 2025 , respectively.

The effective tax rate was 0 % and 0 % for the three and six months ended June 30, 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 a result of this analysis at June 30, 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’s deferred tax liability originating from the HighGold acquisition was $ 478,225 and $ 306,995 , as of June 30, 2025 and December 31, 2024, respectively.

The net deferred tax liability of $ 478,225 includes an increase related to exploration costs for the period ended June 30, 2025.

The Company reviews its tax positions quarterly for tax uncertainties.

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

The Company did no t have any uncertain tax positions as of June 30 , 2025 or December 31, 2024.

The table below shows the components of Debt, net as of June 30, 2025 and December 31, 2024 :

Secured Debt Facility

2 unchanged sentences

Unamortized debt issuance costs

Convertible Debenture

Unsecured, Subordinated Convertible Debenture

Principal amount

7 unchanged sentences

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 of June 30, 2025, the Company has drawn $ 60 million on the term loan facility and made $ 29.9 million in principal repayments, resulting in a balance of $ 30.1 million outstanding.

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 the Lucky Shot mine.

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.

The Company has delivered 49,800 ounces of gold into the hedging agreements as of June 30, 2025, resulting in a remaining balance of the hedge agreements is 74,800 ounces.

During the first quarter of 2025, the Company sold all gold, purchased from Peak Gold, LLC for $ 50.1 million ($ 2,880 per oz), 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 was recognizing a derivative asset of $ 2,196,554 , which offset the derivative liability in the financial statements as of March 31, 2025.

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

In addition, during the second quarter of 2025, the Company sold all gold (except for 241 ounces) purchased from Peak Gold, LLC for $ 58.0 million ($ 3,265 per oz), at spot price to the lenders and simultaneously locked in a Carry Trade from the lenders on 11,900 ounces of gold related to the July 31, 2025 hedge maturity date.

The result of the Carry Trade was to recognize a derivative liability of $ 383,496 as of June 30, 2025.

The Carry Trade was settled on July 31, 2025 with a net payment of $ 15.7 million from Contango in exchange for the reduction of 11,900 ounces of gold under the hedge agreement.

As of July 31, 2025, the hedge agreement balance is 62,900 ounces.

See Note 14 - Derivatives and Hedging Activities.

Term loans, which can be made quarterly are to be used only to finance cash calls to the Peak Gold JV, fund the debt service reserve account, pay corporate costs in accordance with budget and base case financial model and fees and expenses in connection with the loan.

Loans under the Facility can be Base Rate loans at the Base Rate plus the Applicable Margin or Secured Overnight Financing Rate (“SOFR”) loans at the three month adjusted term SOFR plus the Applicable Margin.

The type of loan is requested by the borrower at the time of the borrowing and the type loan may be converted.

The “Base Rate” is the highest of Prime Rate, Federal Funds Rate plus 0.50 % or Adjusted Term SOFR for one month plus 1 %.

“Adjusted Term SOFR” is Term SOFR plus a SOFR Adjustment of 0.15 % per annum.

“Term SOFR” is the secured overnight financing rate as administered by the Term SOFR Administrator.

The “Applicable Margin” is (i) 6.00 % per annum prior to the completion date for the Manh Choh Project and (ii) 5.00 % per annum thereafter, payable quarterly.

The current Applicable Margin is 6 %.

Interest is payable commencing on the date of each loan and ending on the next payment date.

The interest payment dates prior to November 1, 2025 are the last day of July, October, January and April;

thereafter the payment dates are the last day of March, June, September and December.

The Company also will pay commitment fee on average daily unused borrowings equal to a rate of 40 % of the Applicable Margin.

The commitment fee is payable in arrears on each interest payment date with the final on the commitment termination date, which is 18 months after the closing date of May 17, 2023.

As of 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 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 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.

The Credit Agreement, as amended also requires the Company to maintain, as of the last day of each fiscal quarter, (i) a historical debt service coverage ratio of no less than 1.30 to 1.00 (not applicable until commercial production has been declared which has not occurred to date), (ii) a projected debt service coverage ratio until the Maturity Date of no less than 1.30 to 1.00;

(iii) a loan life coverage ratio until the Maturity Date of no less than 1.40 to 1.00;

(iv) a discounted present value cash flow coverage ratio until the Manh Choh gold project termination date of no less than 1.70 to 1.00;

and (v) a reserve tail (i.e., gold production) ratio until the Maturity Date of no less than 25 %.

The Credit Agreement also includes customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by the Company or any of its material subsidiaries being false in any material respect, default under certain other material indebtedness, certain insolvency or receivership events affecting the Company or any of its material subsidiaries, certain ERISA events, material judgments and a change in control, in each case, subject to cure periods and thresholds where customary.

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

As of 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.

As of June 30, 2025, the Company had no unused borrowing commitments, as the schedule for further drawdowns has expired.

The carrying value of the Facility approximates its fair value as it accrues interest based on market interest rates.

The Company recognized interest expense totaling $ 3.5 million related to this debt for the six months ended June 30, 2025 (inclusive of approximately $ 2.0 million of contractual interest, and approximately $ 1.5 million related to the amortization of the discount and issuance fees).

The Company recognized interest expense totaling $ 4.0 million related to this debt for the six months ended June 30, 2024 (inclusive of approximately $ 2.6 million of contractual interest, and approximately $ 1.4 million related to the amortization of the discount and issuance fees).

The effective interest rate of the term loan facility was 10.44 % as of June 30, 2025 and 11.06 % as of December 31, 2024.

As of June 30, 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.

As of June 30, 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.

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 $ 17.5 million of principal in the next twelve months and the remaining $ 12.6 million of principal on a quarterly basis through June 30, 2027.

3 unchanged sentences

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

During the six months ended June 30, 2025, the Company incurred $ 382,358 as a PLA fee presented as part of interest and finance expense, as of the date of this report these amounts have been fully paid.

Unsecured Convertible Debenture

On April 26, 2022, the Company closed on a $ 20,000,000 unsecured convertible debenture (the “Debenture”) with Queen’s Road Capital Investment, Ltd.

The Company used the proceeds from the sale of the Debenture to fund commitments to the Peak Gold JV, the exploration and development at its Lucky Shot Property, and for general corporate purposes.

In connection with the closing of the Credit Agreement, the Company entered into a letter agreement with QRC (the “Letter Agreement”) which amended the terms of the Debenture.

In accordance with the Letter Agreement, QRC acknowledged that the Debenture would be subordinate to the loans under the Credit Agreement, and acknowledged that the Company entering into the loans under the Credit Agreement would not constitute a breach of the negative covenants of the Debenture.

QRC also waived its put right in respect of the Debenture that would require Contango to redeem the Debenture in whole or in part upon the completion of a secured financing or a change of control.

In consideration for QRC entering into the Letter Agreement, the Company agreed to amend the interest rate of the Debenture from 8 % to 9 %.

In accordance with the Letter Agreement the interest payment dates were modified to be the last business day of July, October, January, and April, prior to November 1, 2025 and thereafter the last business day of March, June, September, and December.

The maturity date also changed from April 26, 2026 to May 26, 2028.

The Company agreed to an interest rate of 9 %.

The interest payment dates are the last business day of July, October, January, and April, prior to November 1, 2025 and thereafter the last business day of March, June, September, and December.

The maturity date is May 26, 2028.

The Debenture currently bears interest at 9 % per annum, payable quarterly, with 7 % paid in cash and 2 % paid in shares of common stock issued at the market price at the time of payment based on a 20-day volumetric weighted average price (“VWAP”).

The Debenture is unsecured.

QRC may convert the Debenture into common stock at any time at a conversion price of $ 30.50 per share (equivalent to 655,738 shares), subject to adjustment.

5 unchanged sentences

The investor rights agreement contains provisions that require QRC and its affiliates, while they own 5 % or more of our outstanding common stock, to standstill, not to participate in any unsolicited or hostile takeover of the Company, not to tender its shares of common stock unless the Company’s board recommends such tender, to vote its shares of common stock in the manner recommended by the Company’s board to its stockholders, and not to transfer its shares of common stock representing more than 0.5 % of outstanding shares without notifying the Company in advance, whereupon the Company will have a right to purchase those shares.

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

As of 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 fair value of the Debenture (Level 2) as of June 30, 2025 and December 31, 2024 was approximately $ 20.0 million.

The Company recognized interest expense totaling $ 1.0 million related to this debt for the six months ended June 30, 2025 (inclusive of approximately $ 0.9 million of contractual interest, and approximately $ 0.1 million related to the amortization of the discount and issuance fees).

The Company recognized interest expense totaling $ 1.0 million related to this debt for the six months ended June 30, 2024 (inclusive of approximately $ 0.9 million of contractual interest, and approximately $ 0.1 million related to the amortization of the discount and issuance fees).

The 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 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 March 31, 2025 and December 31, 2024 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 June 30, 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 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:

The hedge agreements, as amended, 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 June 30, 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.

As of June 30, 2025, the outstanding hedge volume of 74,800 ounces includes 11,900 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 March 31, 2025 and December 31, 2024.

As of March 31, 2025

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 June 30, 2025 and December 31, 2024.

As of June 30, 2025

As of December 31, 2024

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Derivative contract liability - noncurrent

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.

As of June 30, 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 months ended March 31, 2025 and 2024.

Derivatives Not Designated as Hedging Instruments under Subtopic 815-20

Location of Gain or (Loss) Recognized in Income on Derivative

Location of Gain or (Loss) Recognized in Other Income (Expense)

Amount of Gain or (Loss)

Recognized in Income on Derivative

Recognized in Other Income (Expense)

Amount of Gain or (Loss)

Recognized in Other Income (Expense)

Three months ended

March 31, 2025

June 30, 2025

Three months ended

March 31, 2024

June 30, 2024

Six months ended

June 30, 2025

Six months ended

June 30, 2024

Commodity Contracts

Unrealized loss on derivative contracts

Commodity Contracts

Realized loss on derivative contracts

Credit-risk-related Contingent Features

Cross Default.

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

The Company has agreements with each of its derivative counterparties that contain a provision that if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

Material adverse change.

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Failure to comply with the loan covenant provisions would result in the Company being in default on any derivative instrument obligations covered by the agreement.

In order to physically deliver the gold as stipulated in the hedge agreements, the Company purchases its 30 % share of gold from the Peak Gold JV.

In order to physically deliver the gold as stipulated in the hedge agreements, the Company purchases its 30 % share of gold from Peak Gold JV at 1.75 % discount to 5 day VWAP at time of shipment.

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 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 gain on metal sales for the three and six months ended June 30, 2025 was $ 1.0 and $ 2.1 million, respectively, which was generated from the sale of gold at spot price offset by the discounted gold purchased from the Peak Gold JV.

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.

The delivery to the hedge contracts consist of selling the gold at spot price throughout the quarter and repurchasing it at a contracted fixed price at each hedge delivery date to satisfy physical delivery obligations under the existing hedge agreements.

The sales are accounted for under FASB Accounting Standards Codification ("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.

Fair Value Measurement

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date.

The FASB ASC Topic 820, defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date.

FASB ASC Topic 820 provides a framework for measuring fair value, establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and requires consideration of the counterparty’s creditworthiness when valuing certain assets.

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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 March 31, 2025.

There were no transfers between fair value hierarchy levels for the period ended June 30, 2025.

Fair Value on a Recurring Basis

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Derivative Financial Instruments - Derivative financial instruments are carried at fair value and measured on a recurring basis.

The Company's potential derivative financial instruments include features embedded within its convertible debenture with Queens Road Capital (see Note 13).

The Company's potential derivative financial instruments include features embedded within its convertible debenture with QRC (see Note 13).

These measurements were not material to the Consolidated Financial Statements.

Derivative Hedges - As discussed in Note 14, the Company has entered into hedge agreements with delivery obligations of gold ounces.

Commodity Hedges - As discussed in Note 14, the Company has entered into hedge agreements with delivery obligations of gold ounces.

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

The derivative hedges are mark-to-market with changes in estimated value driven by forward commodity prices.

Marketable Securities - The Company, owns investments in publicly traded companies.

Changes in the fair value of these investments are recorded through income using quoted prices obtained from securities exchanges.

The derivative hedges are marked-to-market with changes in estimated value driven by forward commodity prices.

Marketable Securities - The Company owns an investment in publicly traded company, Onyx Gold Corp.

Changes in the fair value of this investment are recorded through income using quoted prices obtained from securities exchanges.

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.

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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

As of June 30, 2025

Financial Assets

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Upon closing of the HighGold Acquisition, the Company issued an aggregate of 1,698,887 shares of Contango common stock, with a value of $ 33.8 million, to HighGold shareholders in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 3(a)(10) of the Securities Act.

Such exemption was based on the final order of the Supreme Court of British Columbia issued on July 2, 2024, approving the Acquisition following a hearing by the court which considered, among other things, the fairness of the Acquisition to the persons affected.

Upon completion of the Acquisition, existing Contango shareholders own approximately 85.9 % and HighGold shareholders own approximately 14.1 % of the combined company.

Such exemption was based on the final order of the Supreme Court of British Columbia issued on July 2, 2024, approving the HighGold Acquisition following a hearing by the court which considered, among other things, the fairness of the HighGold Acquisition to the persons affected.

Upon completion of the HighGold 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”).

(“Avidian”) pursuant to which the Company agreed to purchase Avidian’s 100 % owned Alaskan subsidiary, Avidian Gold Alaska Inc., for initial consideration of $ 2,400,000 , with a contingent payment for up to $ 1,000,000 (the “Avidian Alaska Acquisition”).

On August 6, 2024 , the Company completed the Avidian Alaska Acquisition.

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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.

(i) a deposit of $ 50,000 (paid), (ii) $ 150,000 to be paid upon settlement of a withholding contingency ($ 50,000 paid on April 2, 2025 and $ 100,000 paid on June 10, 2025) and (iii) $ 200,000 of the Cash Consideration to be paid on or before the six-month anniversary of the transaction closing date (paid on July 18, 2025).

The number of shares of common stock constituting the Equity Consideration, which were issued or will be issued in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act, was determined based on Contango’s 10-day VWAP on the NYSE American immediately prior to the closing date.

The Company evaluated these acquisitions under ASC 805, Business Combinations.

ASC 805 requires that an acquirer determine whether it has acquired a business.

If the criteria of ASC 805 are met, a transaction would be accounted for as a business combination and the purchase price is allocated to the respective net assets assumed based on their fair values and a determination is made whether any goodwill results from the transaction.

In evaluating the criteria outlined by this standard, the Company concluded that the acquired set of assets did not meet the US GAAP definition of a business (there are several reasons the assets do not constitute a business including the fact that the assembled workforce does not currently perform a substantive process).

Therefore, the Company accounted for both purchases as an asset acquisition.

With regards to the HighGold acquisition, the Company allocated the total consideration transferred on the date of the acquisition, approximately $ 35.0 million, to the assets acquired on a relative fair value basis.

The total consideration transferred was comprised of $ 33.8 million in shares and $ 1.2 million in direct transactions costs.

With regards to the Avidian Alaska acquisition, the Company allocated the total consideration transferred on the date of the acquisition, approximately $ 2.1 million, to the assets acquired on a relative fair value basis.

The total consideration was comprised of $ 0.4 million in scheduled cash payments, and $ 1.7 million in shares.

The Avidian Alaska acquisition included a $ 1,000,000 payable contingent upon the Company achieving a decision to proceed with commercial production within 120 months of the closing date.

Given that the Company is still in the early exploration stage of the Avidian claims and has no current plans or data that would support the development of a mine, it cannot reasonably conclude that reaching commercial production is probable.

As such, no liability will be recognized for the deferred consideration.

If circumstances change within the 120-month period outlined by the Avidian stock purchase agreement and commercial production is deemed probable, management will recognize the deferred consideration with a corresponding increase to the related mineral property.

As such, the Company will no t recognize any amount for the deferred consideration portion in the acquisition of Avidian.

That is, because a liability cannot be recognized in accordance with ASC 450, the fair value is zero .

General and Administrative Expenses

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

The following table presents the Company's general and administrative expenses for the three and six months ended June 30, 2025 and 2024.

General and administrative expenses:

6 unchanged sentences

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:

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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

Three Months Ended June 30, 2025

Corporate and other reconciling items

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Total expenses

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

Income from equity investment in Peak Gold, LLC

Total income/(loss) from operations

OTHER INCOME/(EXPENSE):

Interest income

Interest and other income

Interest expense

3 unchanged sentences

Total other income/(expense)

INCOME/(LOSS) BEFORE INCOME TAXES

Six Months Ended June 30, 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 from equity investment in Peak Gold, LLC

Total income/(loss) from operations

OTHER INCOME/(EXPENSE):

Interest and other income

Interest expense

Loss on derivative contracts

Gain on metal sales

Unrealized gain on marketable securities

Total other income/(expense)

LOSS BEFORE INCOME TAXES

1 unchanged sentence

( 100,274,519

( 155,529,060

Net Assets/(Deficit)

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Corporate and other reconciling items

3 unchanged sentences

General exploration expenses

Total exploaration expense

Total exploration expense

Depreciation expense

2 unchanged sentences

Total expenses

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

Total income/(loss) from operations

Loss from equity investment in Peak Gold, LLC

Total loss from operations

OTHER INCOME/(EXPENSE):

Interest income

Interest and other income

Interest expense

2 unchanged sentences

LOSS BEFORE INCOME TAXES

Six Months Ended June 30, 2024

Corporate and other reconciling items

Claim rental expense

Exploration expense

Johnson Tract

General exploration expenses

Total exploration expense

Depreciation expense

Accretion expense

General and administrative expense

Total expenses

Loss from equity investment in Peak Gold, LLC

Total loss from operations

OTHER INCOME/(EXPENSE):

Interest and other income

Interest expense

Loss on derivative contracts

Total other income/(expense)

LOSS BEFORE INCOME TAXES

As of December 31, 2024

2 unchanged sentences

Net Assets/(Deficit)

Related Party Transactions

The Company has identified its relationship with Peak Gold JV as a related party.

During the six months ended June 30, 2025 and the year ended December 31, 2024, the Company has made contributions to the Peak Gold JV and received distributions from it.

See note 5 - Investment in the Peak Gold JV.

Additionally, the Company purchased gold from Peak Gold JV.

See note 13 - Debt.

As of June 30, 2025, the Company owes Peak Gold JV $ 1.7 million related to these purchases.

As of December 31, 2024, no amounts were owed to Peak Gold JV.

These amounts are non-interest bearing with standard payment terms.

For further details on transactions with Peak Gold JV, refer to notes 1 - Organization and Business, 2 - Basis of Presentation, 3 - Liquidity, 11 - Commitments and Contingencies, 14 - Derivatives and Hedging Activities, and 18 - Segments.

The Company holds an investment in marketable securities, consisting of approximately 7 % of the outstanding shares of Onyx.

The Company and Onyx share two directors.

As of June 30, 2025, 2,750,000 of the shares are freely tradable, while the remaining 2,250,000 are in escrow and are scheduled to be released in three tranches by July 2026.

In addition, the Company entered into lock-up agreements with Onyx, whereby the Company requires Onyx's approval if they wish to sell prior to the expiry of July 2026.

Subsequent Events

On July 4, 2025, the U.S.

enacted significant tax legislation under H.R.

1, the One Big Beautiful Bill Act (“OBBB”).

The OBBB, among other tax provisions, (i) restores section 168(k) 100 percent bonus depreciation for property acquired and placed in service after January 19, 2025, (ii) allows for the immediate expensing of certain structures used for production activities where previously such structures had to be depreciated over 39.5 years, (iii) restores immediate expensing of domestic research and development expenditures for tax years after December 31, 2024, (iv) restores an EBITDA-based section 163(j) calculation for tax years after December 31, 2024, (v) allows for the deduction of certain mineral exploration costs and mining development costs in computing adjusted financial statement income under the Corporate Alternative Minimum Tax for tax years after December 31, 2025 and (vi) expands the ability to utilize the qualified opportunity zone provisions to trade or business activities in certain rural locations which are designated as opportunity zones.

As this legislation was enacted after June 30, 2025, its effects are not reflected in the Company’s provision for income taxes as of that date.

The Company is currently evaluating the impact of the new legislation.

While the enactment of the OBBB is not expected to result in a material change to the Company’s total income tax expense, it is expected to have a material impact on the allocation between current and deferred taxes.

Specifically, the reinstatement of 100 percent bonus depreciation and immediate expensing of domestic research and development costs are expected to significantly reduce current tax expense, with a corresponding increase in deferred tax expense, beginning in future reporting periods.

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

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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.

First Quarter 2025 Highlights and Recent Developments

First and Second Quarter 2025 Highlights and Recent Developments

Manh Choh Project

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.

In 2024, the Company received $40.5 million in cash distributions from the Peak Gold JV relating to production at Manh Choh, followed by $54.0 million received in the first half of 2025.

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.

During the first quarter of 2025, 17,382 ounces of gold were delivered to Contango and sold during the period.

During the second quarter of 2025, the Peak Gold JV (on a 100% basis) processed 255,000 tons of ore with an average grade of 0.222 oz per ton and containing approximately 56,000 oz of gold.

Gold recovery averaged 93%, resulting in approximately 52,000 oz of recovered gold, of which Contango’s 30% share amounted to 15,700 oz of gold.

During the second quarter of 2025, 17,764 ounces of gold were delivered to Contango and sold during the period.

As of June 30, 2025, 750 ounces of gold remain in recoverable inventory in the Peak Gold JV and 241 ounces in the Company.

Johnson Tract Project

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

During the second quarter of 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.

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Committee for Safe Communities Complaint

The Complaint seeks injunctive relief against the DOT with respect to its oversight of the Peak Gold JV's ore haul plan.

On November 2, 2023, the plaintiff filed a motion for a preliminary injunction against the DOT and sought expedited consideration of its motion.

If granted, the motion could impact the Peak Gold JV's ore haul plans.

On November 9, 2023, the Court denied the plaintiff's motion for expedited consideration.

On November 15, 2023, the Court granted the Peak Gold JV's motion to intervene.

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

On May 14, 2024, the Court issued an Order denying the plaintiff's motion for preliminary injunction and staying discovery.

The Order further lifted the stay of discovery.

On July 3, 2024, the DOT filed motion for reconsideration as to the Court's Order on the motion for judgment on the pleadings, which the Peak Gold JV joined.

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

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.

The Complaint sought injunctive relief against the DOT with respect to its oversight of the Peak Gold JV's ore haul plan.

On May 9, 2025, and at CSC’s request, the Court entered an Order of Dismissal Without Prejudice as to CSC’s one remaining claim, vacated the trial date and closed the case.

Dot Lake Complaint