What changed in this filing

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Item 1. Financial Statements

2025-11-13 compared with 2025-08-13 · 275 added, 270 removed, 756 unchanged (42% of the section changed)

Item 1 - Financial Statements

June 30, 2025

September 30, 2025

December 31, 2024

9 unchanged sentences

Total long-term assets

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

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COMMITMENTS AND CONTINGENCIES (NOTE 11)

STOCKHOLDERS’ EQUITY/(DEFICIT):

STOCKHOLDERS’ EQUITY:

Preferred Stock, 15,000,000 shares authorized

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

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

shares issued and 14,959,930 shares outstanding as of September 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 June 30, 2025;

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

and 2,480 shares at December 31, 2024)

2 unchanged sentences

( 177,072,137

TOTAL STOCKHOLDERS’ EQUITY/(DEFICIT)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

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

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Claim rental expense

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Total expenses

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

Total income/(loss) from operations

Income from equity investment in Peak Gold, LLC

Total income from operations

OTHER INCOME/(EXPENSE):

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Gain on metal sales

Unrealized gain on marketable securities

Unrealized gain/(loss) on marketable securities

Total other income/(expense)

Income/(loss) before income taxes

Loss before income taxes

Income tax benefit/(expense)

NET INCOME/(LOSS)

INCOME/(LOSS) PER SHARE

LOSS PER SHARE

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Stock-based compensation

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Non-cash portion for lease expense

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

Equity earnings from investment in Peak Gold, LLC

Cash distribution from Peak Gold, LLC

Unrealized loss from derivative contracts

Unrealized (gain) from marketable securities

Unrealized (gain)/loss from marketable securities

Interest expense paid in stock

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Changes in operating assets and liabilities:

Decrease (increase) in prepaid expenses and other

Increase in inventory

Decrease in prepaid expenses and other

Increase in accounts payable and accrued liabilities

Net cash provided by (used in) operating activities

Increase in income taxes payable

Net cash provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

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Debt issuance costs

Net cash provided by (used in) financing activities

Net cash provided by financing activities

NET CHANGE IN CASH AND RESTRICTED CASH

6 unchanged sentences

Commitment fee derecognized and added to debt discount

Shares issued for acquisitions

Consideration payable for Avidian acquisition

Accrued transaction costs for HighGold acquisition

Total non-cash investing and financing activities

4 unchanged sentences

Equity/(Deficit)

Balance at March 31, 2025

Balance at June 30, 2025

( 183,695,597

Stock-based compensation

Restricted shares activity

Common stock issuance

Cost of common stock issuance

Common stock issuance for acquisitions

Shares issued for convertible debt interest payment

Net income for the period

Balance at June 30, 2025

Net loss for the period

Balance at September 30, 2025

( 189,088,545

1 unchanged sentence

Equity/(Deficit)

Balance at March 31, 2024

Balance at June 30, 2024

( 178,084,838

Stock-based compensation

Restricted shares grants

Common stock issuance

Cost of common stock issuance

Common stock issuance for acquisitions

Issuance of warrants

1 unchanged sentence

Net loss for the period

Balance at June 30, 2024

Balance at September 30, 2024

( 187,797,254

4 unchanged sentences

Stock-based compensation

Restricted shares activity

Restricted shares grants

Common stock issuance

Cost of common stock issuance

Common stock issuance for acquisitions

Shares repurchased for tax withholdings on share-based awards

1 unchanged sentence

Net loss for the period

Balance at June 30, 2025

Balance at September 30, 2025

( 189,088,545

4 unchanged sentences

Stock-based compensation

Restricted shares activity

Restricted shares grants

Common stock issuance

Cost of common stock issuance

Common stock issuance for acquisitions

Issuance of warrants

1 unchanged sentence

Net loss for the period

Balance at June 30, 2024

Balance at September 30, 2024

( 187,797,254

6 unchanged sentences

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.

(“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.

Kinross 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:

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The Company’s Manh Choh Project is in the production stage, while all other projects are in the exploration stage.

Basis of Presentation and Immaterial Correction of the Presentation of Income/(Loss) from Equity Investment

Basis of Presentation and Reclassification of the Presentation of Income from Equity Investment

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), including instructions to Form 10-Q and Article 8 of Regulation S-X.

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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 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.

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

The results of operations for the three months and nine months ended September 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 from equity investment in Peak Gold, LLC” in its Statement of Operations for the three and nine months ended September 30, 2024 .

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

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

The Company’s cash needs going forward will primarily relate to exploration of the Contango Properties, repayment of debt and related interest, and general and administrative expenses of the Company.

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.

As of September 30, 2025, the Company has working capital balance of $ 12.9 million.

During the nine months ended September 30, 2025, the Company generated $ 60.2 million from operating activities and increased its cash by $ 86.8 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.

The Company received from the Peak Gold JV $ 40.5 million in cash distributions in 2024 and $ 87.0 million in cash distributions during the nine months ended September 30, 2025, relating to production at Manh Choh.

In total, the Company has received $ 127.5 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 $ 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.

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 $ 3.0 million on the Facility, as defined in Note 13 - Debt, 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 $ 29.0 million during the nine months ended September 30, 2025.

The Company made a repayment of $ 8.5 million on the Facility on October 2, 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.

Also, if no additional financing is obtained, the Company may not be able to fully realize its investment in the Contango Properties.

The Company has limited financial resources and the ability of the Company to refinance current debt or arrange additional financing in the future will depend, in part, on the prevailing capital market conditions, the results achieved at the Peak Gold JV Property, as well as the market price of metals.

The ability of the Company to refinance current debt or arrange additional financing in the future will depend, in part, on the prevailing capital market conditions, the results achieved at the Peak Gold JV Property, as well as the market price of metals.

The Company cannot be certain that financing will be available to the Company on acceptable terms, if at all.

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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, with exception of the following:

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

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Investment in the Peak Gold JV

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:

As of September 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 nine months ended September 30, 2025, the Company received cash distributions of $ 33.0 million and $ 87.0 million, respectively.

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

in Peak Gold, LLC

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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:

Distributions received from Peak Gold, LLC

Income from equity investment in Peak Gold, LLC

Investment balance at September 30, 2025

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

Three Months Ended

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Cost of sales

( 123,803,980

( 243,230,899

( 123,803,980

Other expenses

Net Income/(Loss)

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.

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

As of September 30, 2025 and September 30, 2024, the Company's cumulative investment in the Peak Gold JV exceeded its cumulative losses, which allowed the Company to recognize its investment of $ 52.7 million and $ 67.5 million, respectively.

Prepaid Expenses and other assets

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.

The Company has prepaid expenses and other assets of $ 869,123 and $ 1,114,522 as of September 30, 2025 and December 31, 2024, respectively.

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

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

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 September 30,

Basic Net Loss per Share:

Net loss attributable to common stockholders

Diluted Net Loss per Share:

Net loss attributable to common stock

Effect of Dilutive Securities

Restricted shares

Nine Months Ended September 30,

Basic Net Loss per Share:

Net loss attributable to common stock

Diluted Net Loss per Share:

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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.

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

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

452,730 and 437,089 restricted shares of common stock were unvested as of September 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)

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, 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.

Such sales may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the New York Stock Exchange or on any other existing trading market for the Company’s common stock.

The Company has no obligation to sell any of the common stock under the Sales Agreement and may at any time suspend or terminate the offering of its common stock pursuant to the Sales Agreement upon notice and subject to other conditions.

The 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 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.

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 its ATM Program.

The Company pays the ATM 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 480,898 shares of common stock during the nine-month period ended September 30, 2025 and 87,815 shares during the nine-month period ended September 30, 2024 for net proceeds of approximately $ 9.6 million and $ 1.8 million, respectively.

$ 23 million of the Company's common stock remains available for sale under the ATM Program as of September 30, 2025.

Underwritten Offering - 2024

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The June 2024 Offering closed on June 12, 2024 .

Underwritten Offering - 2025

On September 25, 2025, the Company sold 1,975,000 shares of common stock and pre-funded warrants to purchase up to 525,000 shares of common stock at an offering price of $ 20.00 per share and $ 19.99 per pre-funded warrant and received gross proceeds of $ 50.0 million before deducting underwriting discounts and offering expenses of $ 3.0 million.

The offering price of the pre-funded warrant equaled the public offering price per share of the common stock less the $ 0.01 per share exercise price of each pre-funded warrant.

The September offering was made pursuant to the Company’s effective shelf registration statement on Form S-3.

The issued pre-funded warrants were classified as a component of permanent equity in the Company’s Condensed Consolidated Balance Sheets as they are freestanding financial instruments that are immediately exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of shares of common stock upon exercise.

All of the shares underlying the pre-funded warrants have been included in the weighted-average number of shares of common stock used to calculate net income/loss per share, basic and diluted, attributable to common stockholders as the shares may be issued for little or no consideration, are fully vested, and are exercisable after the original issuance date of the pre-funded warrants.

As of September 30, 2025, none of the pre-funded warrants had been exercised.

Property & Equipment

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

September 30, 2025

December 31, 2024

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Stock-Based Compensation

On September 15, 2010, the Company's board of directors adopted the Contango ORE, Inc.

Equity Compensation Plan (the “2010 Plan”).

On November 10, 2022, the stockholders of the Company approved and adopted the Second Amendment (the “Second Amendment”) to the Contango ORE, Inc.

Amended and Restated 2010 Equity Compensation Plan (as amended, the “Amended Equity Plan”) which increased the number of shares of common stock that the Company may issue under the Amended Equity Plan by 600,000 shares.

Under the Amended Equity Plan, the board may issue up to 2,600,000 shares of common stock and options to officers, directors, employees or consultants of the Company.

Awards made under the Amended Equity Plan are subject to such restrictions, terms and conditions, including forfeitures, if any, as may be determined by the board.

On November 14, 2023, the stockholders of the Company approved and adopted the 2023 Omnibus Incentive Plan (the “2023 Plan”) (together with the Amended Equity Plan referred to as the “Equity Plans”), which replaced the 2010 Plan with respect to new grants by the Company.

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.

As of September 30, 2025, there were 452,730 shares of unvested restricted common stock outstanding under the Equity Plans.

Stock-based compensation expense for the three and nine months ended September 30, 2025 was $ 0.8 million and $ 2.1 million, respectively.

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

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

The remaining shares of restricted stock outstanding will vest between January 2026 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 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 total grant date fair value of the restricted stock granted during the nine months ended September 30, 2025 and September 30, 2024 was $ 3.3 million and $ 2.6 million, respectively.

As of September 30, 2025, the total compensation cost related to nonvested restricted share awards not yet recognized was $ 2,902,487 .

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 June 30, 2025 and December 31, 2024:

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

Number of restricted shares unvested

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Restricted shares vested

Balance - June 30, 2025

Balance - September 30, 2025

Balance - January 1, 2024

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Stock Options.

Under the Equity Plans, options granted must have an exercise price equal to or greater than the market price of the Company’s common stock on the date of grant.

The Company may grant key employees both incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, and stock options that are not qualified as incentive stock options.

Stock option grants to non-employees, such as directors and consultants, may only be stock options that are not qualified as incentive stock options.

Options generally expire after five years .

Upon option exercise, the Company’s policy is to issue new shares to option holders.

The Company applies the fair value method to account for stock option expense.

1 unchanged sentence

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

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.

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

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

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

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

Commitments and Contingencies

Tetlin Lease .

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

The Tetlin Lease had an initial ten-year term beginning July 2008, and was subsequently 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.

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.

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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 trading volume.

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

See Note 15 - Fair Value Measurement.

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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 $ 244,527 in interest and other income as of June 30, 2025.

The Company has recognized $ 427,079 in interest and other income during the nine-month period ended September 30, 2025.

CIRI Lease Agreement.

8 unchanged sentences

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 .

Avidian Alaska's obligation for July 18, 2025 was $ 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 various royalty payment obligations under the agreement and Avidian Alaska is currently in good compliance with such royalty payment obligations.

Retention Agreements .

The Company has entered into retention agreements with its Chairman and former Chief Executive Officer, Brad Juneau, providing for a payment upon a change of control (as defined in the applicable retention agreement, as amended), provided that the recipient is in the service of the Company when the change of control occurs.

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

Employment Agreements .

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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.

On May 2, 2025, the Peak Gold JV filed a Motion to Dismiss this reasserted claim, which motion was granted on July 31, 2025.

On September 29, 2025, the Court entered an Order dismissing the action with prejudice based on the Stipulated Dismissal of Action filed by the parties and the Court closed the case.

Cook Inletkeeper, Chickaloon Village Traditional Counsel, Center for Biological Diversity.

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

On May 20, 2025, Cook Inletkeeper, Chickaloon Village Traditional Council, Center for Biological Diversity, and an individual plaintiff filed suit in the United States District Court for the District of Alaska against the Corps and related officials, challenging the Corps’ issuance of the Section 404 permit.

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 complaint alleges that the Corps Environmental Assessment for the Section 404 permit failed to adequately analyze the potential for acid rock drainage and contaminants leaching into the Johnson River and Cook Inlet and the harmful effects of the project on beluga whales at the Cook Inlet.

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

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

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.

The Co mpany recognized a full valuation allowance on its deferred tax asset as of September 30, 2025 and December 31, 2024 and has recognized a tax benefit of $ 73,202 and expense of $ 98,028 for income tax for the three and nine months ended September 30, 2025, respectively, and expense of $ 718,827 and $ 718,827 for the three and nine months ended September 30, 2024, respectively.

The effective tax rate was 1.34 % and - 0.82 % for the three and nine months ended September 30, 2025 , respectively.

The effective tax rate was - 7.99 % and - 1.50 % for the three and nine months ended September 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 June 30, 2025 and December 31, 2024, the Company provided a full valuation allowance against the deferred tax assets.

As a result of this analysis at September 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’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’s deferred tax liability originating from the HighGold acquisition was $ 405,023 and $ 306,995 , as of September 30, 2025 and December 31, 2024, respectively.

The net deferred tax liability of $ 405,023 includes an increase related to exploration costs for the period ended September 30, 2025.

The Company reviews its tax positions quarterly for tax uncertainties.

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 :

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

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

September 30,

Secured Debt Facility

12 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 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.

As of September 30, 2025, the Company has drawn $ 60 million on the term loan facility and made $ 36.9 million in principal repayments, resulting in a balance of $ 23.1 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.

2 unchanged sentences

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

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.

The Company has delivered 61,700 ounces of gold into the hedging agreements as of September 30, 2025, resulting in a remaining balance of the hedge agreements is 62,900 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”).

1 unchanged sentence

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.

During the second quarter of 2025, the Company sold all gold 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.

During the third quarter of 2025, the Company sold all gold purchased from Peak Gold, LLC for $ 57.8 million ($ 3,519 per oz), at spot price to the lenders and simultaneously locked in a Carry Trade from the lenders on 13,600 ounces of gold related to the October 31, 2025 hedge maturity date.

The result of the Carry Trade was to recognize a derivative asset of $ 2,408,633 as of September 30, 2025.

The Carry Trade was settled on October 31, 2025 with a net payment of $ 22.4 million from Contango in exchange for the reduction of 13,600 ounces of gold under the hedge agreement.

As of October 31, 2025, the hedge agreement balance is 49,300 ounces.

See Note 14 - Derivatives and Hedging Activities.

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

As of September 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.

The Company recognized interest expense totaling $ 4.7 million related to this Facility for the nine months ended September 30, 2025 (inclusive of approximately $ 2.6 million of contractual interest, and approximately $ 2.1 million related to the amortization of the discount and issuance fees).

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

The effective interest rate of the term loan facility was 10.43 % as of September 30, 2025 and 11.06 % as of December 31, 2024.

As of September 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 September 30, 2025, the Company was in compliance with all of the required debt covenants.

The Company is scheduled to repay $ 11.5 million of principal in the next twelve months and the remaining $ 11.6 million of principal on a quarterly basis through June 30, 2027.

The Company made a repayment of $ 8.5 million on the Facility on October 2, 2025.

In connection with entering into the Credit Agreement, the Company entered into a mandate lender arrangement fee letter (the “MLA Fee Letter”) with ING and Macquarie (collectively, the “Mandated Parties”) and a production linked arrangement fee letter (the “PLA Fee Letter”) with ING.

2 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 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.

During the nine months ended September 30, 2025, the Company incurred $ 464,498 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

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

The Company recognized interest expense totaling $ 1.5 million related to this debt for the nine months ended September 30, 2025 (inclusive of approximately $ 1.4 million of contractual interest, and approximately $ 0.1 million related to the amortization of the discount and issuance fees).

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

The effective interest rate of the Debenture is the same as the stated interest rate, 9.0 %.

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 June 30, 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 September 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.

3 unchanged sentences

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:

As of September 30, 2025, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships:

Average Price

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.

As of September 30, 2025, the outstanding hedge volume of 62,900 ounces includes 13,600 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 June 30, 2025 and December 31, 2024.

As of June 30, 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 September 30, 2025 and December 31, 2024.

As of September 30, 2025

As of December 31, 2024

9 unchanged sentences

Derivative contract liability - noncurrent

As of June 30, 2025, the Company has not posted any collateral related to these agreements.

As of September 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 and six months ended June 30, 2025 and 2024.

Derivatives Not Designated as Hedging Instruments under Subtopic 815-20

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

Amount of Gain or (Loss)

Amount of Loss

Recognized in Other Income (Expense)

Amount of Gain or (Loss)

Amount of Loss

Recognized in Other Income (Expense)

Three months ended

June 30, 2025

September 30, 2025

Three months ended

June 30, 2024

Six months ended

June 30, 2025

Six months ended

June 30, 2024

September 30, 2024

Nine months ended

September 30, 2025

Nine months ended

September 30, 2024

Commodity Contracts

10 unchanged sentences

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 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 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 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 Company purchases its 30 % share of gold from Peak Gold JV at 1.75 % discount to 5-day VWAP at time of shipment.

Beginning with February 25, 2025, the Company sells all purchased quantities of gold to the derivative counterparties (the lenders under the Facility) at spot price less a 0.5 % fee.

The Company recorded a gain on metal sales for the three and nine months ended September 30, 2025 of $ 2.2 million and $ 4.3 million, respectively, in “Other Income/(Expense)”.

Prior to February 25, 2025, the Company’s sales to the derivative counterparties were limited to only the quantities of gold not delivered into the hedges.

The Company recorded a gain on metal sales for the three and nine months ended September 30, 2024 of $ 0.9 million and $ 0.9 million, respectively.

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.

Beginning with February 25, 2025, to satisfy physical delivery obligations under the existing hedge agreements, the Company entered into agreements with the counterparties to repurchase hedged quantities of gold at a contracted fixed price at each hedge delivery date.

Fair Value Measurement

10 unchanged sentences

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 period ended June 30, 2025.

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

Fair Value on a Recurring Basis

6 unchanged sentences

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.

Marketable Securities - The Company owns an investment in a 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.

3 unchanged sentences

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

As of June 30, 2025

As of September 30, 2025

Financial Assets

30 unchanged sentences

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

On July 9, 2025, the $ 207,945 balance of the Equity Consideration was paid upon the issuance of 11,216 shares.

General and Administrative Expenses

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

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

September 30,

General and administrative expenses:

14 unchanged sentences

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 June 30, 2025

Three Months Ended September 30, 2025

Corporate and other reconciling items

14 unchanged sentences

Gain on metal sales

Unrealized gain on marketable securities

Unrealized loss on marketable securities

Total other income/(expense)

INCOME/(LOSS) BEFORE INCOME TAXES

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Corporate and other reconciling items

21 unchanged sentences

Net Assets/(Deficit)

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Corporate and other reconciling items

8 unchanged sentences

Total expenses

Loss from equity investment in Peak Gold, LLC

Total loss from operations

Income from equity investment in Peak Gold, LLC

Total income/(loss) from operations

OTHER INCOME/(EXPENSE):

2 unchanged sentences

Loss on derivative contracts

Gain on metal sales

Unrealized loss on marketable securities

Total other income/(expense)

LOSS BEFORE INCOME TAXES

Six Months Ended June 30, 2024

INCOME/(LOSS) BEFORE INCOME TAXES

Nine Months Ended September 30, 2024

Corporate and other reconciling items

8 unchanged sentences

Total expenses

Loss from equity investment in Peak Gold, LLC

Total loss from operations

Income from equity investment in Peak Gold, LLC

Total income/(loss) from operations

OTHER INCOME/(EXPENSE):

2 unchanged sentences

Loss on derivative contracts

Gain on metal sales

Unrealized gain/(loss) on marketable securities

Total other income/(expense)

6 unchanged sentences

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.

During the nine months ended September 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.

1 unchanged sentence

See note 13 - Debt.

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

As of September 30, 2025, the Company owes Peak Gold JV $ 8.5 million related to these purchases.

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

3 unchanged sentences

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.

As of September 30, 2025, 3,500,000 of the shares are freely tradable, while the remaining 1,500,000 are in escrow and are scheduled to be released in two 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

53 unchanged sentences

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

First and Second Quarter 2025 Highlights and Recent Developments

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 $54.0 million received in the first half of 2025.

In 2024, the Company received $40.5 million in cash distributions from the Peak Gold JV relating to production at Manh Choh, followed by $87.0 million received during the nine months ended September 30, 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 were delivered to Contango and sold during the period.

During the first quarter of 2025, 17,382 oz 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.

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

As of June 30, 2025, 241 oz of gold remained in the Company.

During the third quarter of 2025, the Peak Gold JV (on a 100% basis) processed 287,000 tons of ore with an average grade of 0.214 oz per ton and containing approximately 61,400 oz of gold.

Gold recovery averaged 92.5%, resulting in approximately 56,800 oz of recovered gold, of which Contango’s 30% share amounts to approximately 17,000 oz of gold.

During the third quarter of 2025, 16,428 oz of gold were delivered to Contango and the Company sold 16,669 oz of during the period, which included 241 oz that was remaining at the end of the second quarter of 2025.

Johnson Tract Project

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.

During the third quarter of 2025, the Company continued with ongoing work to permit the underground exploration drift along with baseline environmental and engineering work to support permitting a road and barge landing facility within the Transportation and Port Easements granted to Cook Inlet Regional Inc.

(CIRI) the underlying land owner.

Field crews started work in July 2025 and finalized the field program in mid-October.

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

12 unchanged sentences

Lucky Shot Property

The Lucky Shot project remains in care and maintenance.

Subsequent to quarter end, the Company mobilized a drill rig at the Lucky Shot mine site to commence the first phase of a 15,000-meter underground in-fill drilling program.

We expect assay results to start being reported in the first quarter of 2026.

This work, along with detailed engineering, hydrology and geotechnical work will form the basis for a feasibility level mine and transportation plan for Lucky Shot, which are targeting to produce 30,000 to 40,000 ounces of gold per year using our Direct Shipping Ore (DSO) approach.

We expect to complete the feasibility study in 12 to 18 months and make a production decision in 2027.

Committee for Safe Communities Complaint

14 unchanged sentences

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 May 2, 2025, the Peak Gold JV filed a Motion to Dismiss this reasserted claim, which motion was granted on July 31, 2025.

On September 29, 2025, the Court entered an Order dismissing the action with prejudice based on the Stipulated Dismissal of Action filed by the parties and the Court closed the case.

Cook Inletkeeper, Chickaloon Village Traditional Counsel, Center for Biological Diversity.

challenging the Corps’ issuance of the Section 404 permit.

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

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.

Management expects to be prevail in this litigation.

Index Inclusion

On September 15, 2025, the Company announced that it has been added to the Global Junior Gold Miners Index ("GDXJ"), effective at market close on September 19, 2025, pursuant to the GDXJ's semi-annual review and quarterly rebalance.

Strategy and Asset Management

11 unchanged sentences

restricted stock and stock options.

As of June 30, 2025, the Company’s directors and executives beneficially own approximately 14.6% of the Company’s common stock.

As of September 30, 2025, the Company’s directors and executives beneficially own approximately 12.3% of the Company’s common stock.

Acquiring exploration properties .

4 unchanged sentences

Results of Operations

Three Months Ended June 30, 202 5 Compared to Three Months Ended June 30, 2024

Three Months Ended September 30, 202 5 Compared to Three Months Ended September 30, 2024

Claim Rentals Expense.

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

For the three months ended June 30, 2025 and 2024, claim rental expense were $0.1 million and $0.1 million, respectively.

For the three months ended September 30, 2025 and 2024, claim rental expense were $0.1 million and $0.2 million, respectively.

Exploration Expense.

Exploration expense for the three months ended June 30, 2025 was $1.0 million compared to $nil million for the three months ended June 30, 2024.

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

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

Exploration expense for the three months ended September 30, 2025 was $2.0 million compared to $3.0 million for the three months ended September 30, 2024.

Current period exploration expense primarily relates to the permitting process for the underground exploration drift and baseline environmental work at the Johnson Tract Project.

The prior period exploration expense related to a 3,000 meter surface drill program at the Johnson Tract Project.

General and Administrative Expense.

General and administrative expense for the three months ended June 30 , 2025 and 2024 was $3.1 million and $2.2 million, respectively.

General and administrative expense for the three months ended September 30 , 2025 and 2024 was $2.5 million and $2.6 million, respectively.

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

The increase is mainly driven by expenditures carried for marketing and investor relations, increased legal costs and professional fees associated with regulatory filings and the Facility restructure.

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

The income from the Company’s equity investment in the Peak Gold JV for the three months ended June 30, 2025 was $27.3 million compared to a loss of $0.7 million for the same period in 2024.

The Manh Choh Project commenced production in July 2024, which generated income for the second half of 2024 and the first half of 2025.

As of June 30, 2025, accounts payable includes $1.7 million owed to Peak Gold JV.

The increase is mainly driven by expenditures carried for marketing and investor relations, increased legal costs and professional fees.

Income from Equity Investment in the Peak Gold JV .

The income from the Company’s equity investment in the Peak Gold JV for the three months ended September 30, 2025 was $29.5 million compared to income of $28.5 million for the same period in 2024.

The Manh Choh Project commenced production in July 2024, which generated income thereafter.

Interest Expense.

For the three months ended June 30, 2025, interest expense was $2.0 million and primarily related to the Queen's Road Capital Investment, Ltd.

Debenture (the "Debenture") and interest expense related to the Company’s cumulative $30.1 million net draw-down on the Facility.

For the three months ended September 30, 2025, interest expense was $1.7 million and primarily related to the Queen's Road Capital Investment, Ltd.

Debenture (the "Debenture") and interest expense related to the Company’s cumulative $23.1

million net draw-down on the Facility.

Prior year interest expense of $3.7 million included interest expense related to the Debenture and interest expense related to the Company's cumulative $58.0 million net draw-down on the Facility (see Note 13 - Debt).

For the three months ended June 30, 2025, the gain on metal sales was $1.0 million and related to excess ounces that were purchased from the Peak Gold JV that were not delivered into the hedges and sold to the derivative counterparties and hedged volumes sold at spot with obligation to repurchase at fixed price before delivering into hedges.

There were no metal sales for the three months ended June 30, 2024.

For the three months ended September 30, 2025 and 2024, the gain on metal sales was $2.2 million and $0.9 million, respectively, and related to excess ounces that were purchased from the Peak Gold JV that were not delivered into the hedges and sold to the derivative counterparties and hedged volumes sold at spot with obligation to repurchase at fixed price before delivering into hedges.

The ounces sold during the three months ended September 30, 2025 were 16,669 with an average spot price of $3,647 compared to 12,850 ounces with an average spot price of $2,521 for the three-month period ended September 30, 2024.

Loss on Derivative Contracts.

Loss on derivative contracts for the three months ended June 30, 2025 was comprised of unrealized and realized loss of $2.1 million and $10.7 million, respectively, compared to $12.6 million and $nil million, respectively, for the three months ended June 30, 2024.

The Company delivered 11,939 gold ounces into the derivative contracts for the three-month period ended June 30, 2025.

The Company did not deliver gold ounces into the derivative contracts for the three-month period ended June 30, 2024 (see Note 14 - Derivative and Hedging Activities).

Unrealized gain on marketable securities.

For the three months ended June 30, 2025, the unrealized gain on marketable securities was $6.4 million and related to valuation of the Company's investment in Onyx.

This investment was not hold for the three months ended June 30, 2024.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Loss on derivative contracts for the three months ended September 30, 2025 was comprised of unrealized and realized loss of $14.4 million and $15.9 million, respectively, compared to $22.9 million and $5.9 million, respectively, for the three months ended September 30, 2024.

The variance is generated from the valuation of the derivative contracts which was affected by the increase of the spot price and the corresponding impact in the forward curves used to value them and the deliveries completed towards them.

The Company delivered 11,900 gold ounces into the derivative contracts for the three-month period ended September 30, 2025.

The Company delivered 14,826 gold ounces into the derivative contracts for the three-month period ended September 30, 2024 (see Note 14 - Derivative and Hedging Activities).

Unrealized loss on marketable securities.

For the three months ended September 30, 2025, the unrealized loss on marketable securities was $1.0 million and related to valuation of the Company's investment in Onyx, compared to $0.2 million for the three months ended September 30, 2024.

Nine months Ended September 30, 2025 Compared to Nine months Ended September 30, 2024

Claim Rentals Expense.

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

For the six months ended June 30, 2025 and 2024, claim rental expense were $0.2 million and $0.3 million, respectively.

For the nine months ended September 30, 2025 and 2024, claim rental expense were $0.3 million and $0.4 million, respectively.

Exploration Expense.

Exploration expense for the six months ended June 30, 2025 was $1.5 million compared to $0.1 million for the six months ended June 30, 2024.

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

Exploration expense for the nine months ended September 30, 2025 was $3.5 million compared to $3.0 million for the nine months ended September 30, 2024.

Current period exploration expense primarily relates to the permitting process for the underground exploration drift and baseline environmental work at the Johnson Tract Project.

The prior period exploration expense related to a 3,000-meter surface drill program at the Johnson Tract Project.

General and Administrative Expense.

General and administrative expense for the six months ended June 30, 2025 and 2024 was $5.6 million and $4.7 million, respectively.

General and administrative expense for the nine months ended September 30, 2025 and 2024 was $8.1 million and $7.3 million, respectively.

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

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

The income from the Company’s equity investment in the Peak Gold JV for the six months ended June 30, 2025 was $49.6 million compared to a loss of $0.8 million for the six months ended June 30, 2024.

The Manh Choh Project commenced production in July 2024, which generated income for the second half of 2024 and the first half of 2025.

As of June 30, 2025, accounts payable includes $1.7 million owed to Peak Gold JV.

The increase is mainly driven by expenditures carried for marketing and investor relations, increased legal costs and professional fees and the Facility restructure.

Income from Equity Investment in the Peak Gold JV .

The income from the Company’s equity investment in the Peak Gold JV for the nine months ended September 30, 2025 was $79.2 million compared to income of $27.7 million for the nine months ended September 30, 2024.

The Manh Choh Project commenced production in July 2024, which generated income for the second half of 2024 and the three quarters of 2025.

Interest Expense.

For the six months ended June 30, 2025, interest expense was $4.8 million and primarily related to the Debenture and interest expense related to the Company’s cumulative $30.1 million net draw-down on the Facility.

For the nine months ended September 30, 2025, interest expense was $6.5 million and primarily related to the Debenture and interest expense related to the Company’s cumulative $23.1 million net draw-down on the Facility.

Prior year interest expense of $8.6 million included interest expense related to the Debenture and interest expense related to the Company's cumulative $58.0 million net draw-down on the Facility (see Note 13 - Debt).

For the six months ended June 30, 2025, the gain on metal sales was $2.1 million and related to excess ounces that were purchased from the Peak Gold JV that were not delivered into the hedges and sold to the derivative counterparties and hedged volumes sold at spot with obligation to repurchase at fixed price before delivering into hedges.

There were no metal sales for the six months ended June 30, 2024.

For the nine months ended September 30, 2025 and 2024, the gain on metal sales was $4.3 million and $0.9 million, respectively, and related to excess ounces that were purchased from the Peak Gold JV that were not delivered into the hedges and sold to the derivative counterparties and hedged volumes sold at spot with obligation to repurchase at fixed price before delivering into hedges.

The ounces sold during the nine months ended September 30, 2025 were 51,574 with an average spot price of $3,300, compared to 12,850 ounces with an average spot price of $2,521 for the nine-month period ended September 30, 2024.

Loss on Derivative Contracts.

Loss on derivative contracts for the six months ended June 30, 2025 was comprised of unrealized and realized loss of $42.6 million and $10.7 million, respectively, compared to $28.2 million and $nil million, respectively, for the six months ended June 30, 2024.

The Company delivered 11,939 gold ounces into the derivative contracts for the six-month period ended June 30, 2025.

The Company did not deliver gold ounces into the derivative contracts for the six-month period ended June 30, 2024 (see Note 14 - Derivative and Hedging Activities).

Unrealized gain on marketable securities.

For the six months ended June 30, 2025, the unrealized gain on marketable securities was $6.7 million and related to valuation of the Company's investment in Onyx.

This investment was not hold for the six months ended June 30, 2024.

Loss on derivative contracts for the nine months ended September 30, 2025 was comprised of unrealized and realized loss of $57.0 million and $26.7 million, respectively, compared to $51.1 million and $6.0 million, respectively, for the nine months ended September 30, 2024.

The Company delivered 23,839 gold ounces into the derivative contracts for the nine-month period ended September 30, 2025.

The Company delivered 14,826 gold ounces into the derivative contracts for the three-month period ended September 30, 2024 (see Note 14 - Derivative and Hedging Activities).

Unrealized gain/(loss) on marketable securities.

For the nine months ended September 30, 2025, the unrealized gain on marketable securities was $5.7 million and related to valuation of the Company's investment in Onyx, compared to a $0.2 million loss for the nine months ended September 30, 2024.

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

The table below presents reconciliations between the most comparable GAAP measure of total cost of sales to the non-GAAP measures of (i) Cash Cost on a By-product Basis and (ii) AISC on a By-product Basis for the Peak Gold JV operations (Manh Choh) for the three and six months ended June 30, 2025.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

September 30,

Cash Cost on a By-Product Basis:

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Liquidity and Capital Resources

As of June 30, 2025, the Company had approximately $36.5 million of cash.

As of September 30, 2025, the Company had approximately $107.0 million of cash.

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

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

In the first and second quarter of 2025, the Company received cash distributions totaling $24.0 million and $30.0 million, respectively.

In the first, second and third quarters of 2025, the Company received cash distributions totaling $24.0 million, $30.0 million, and $33.0 million, respectively.

Although there can be no guarantee that the Peak Gold JV will continue to make distributions to the Company, the Company believes that distributions are probable and that it will maintain sufficient liquidity to meet its working capital requirements, including repayment obligations of approximately $3.0 million on the Facility and delivery into its hedge contracts, for the next twelve months from the date of this report.

The Company made a repayment of $7.0 million on the Facility in July 2025.

The Company made a repayment of $8.5 million on the Facility on October 2, 2025.

On September 25, 2025, the Company sold shares of common stock and pre-funded warrants and received gross proceeds of $50.0 million.

The Company intends to use the net proceeds of approximately $47.5 million to advance its fully permitted Lucky Shot Project to a mine production decision over the next two years by completing underground and surface-based drilling and underground development work.

Proceeds will also be used to advance its Johnson Tract Project, subject to receipt of appropriate permits, by mobilizing all equipment necessary to complete road construction to the planned portal, winterizing the project’s camp for year-round operations, starting construction of an exploration tunnel in order conduct advanced exploration drilling, and completing a feasibility-level mine plan.

Any remaining proceeds will also be used for general corporate purposes, including working capital.

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

11 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements