What changed in this filing

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Item 2. Properties

2026-03-16 compared with 2025-03-17 · 152 added, 144 removed, 614 unchanged (33% of the section changed)

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Item 1A Risk Factors” of this Form 10-K.

The information that follows is derived, for the most part, from, and in some instances is an extract from, the Manh Choh TRS as of May 12, 2023 and the Lucky Shot TRS as of May 26, 2023, both of which were prepared by Sims Resources LLC, the Company’s Qualified Person.

The Manh Choh TRS and Lucky Shot TRS were prepared in compliance with the Item 601(b)(96) and S-K 1300.

The information that follows is derived, for the most part, from, and in some instances is an extract from, the Manh Choh TRS as of May 12, 2023, the Lucky Shot Technical Report Summary (“TRS”) as of May 26, 2023, and the Johnson Tract TRS as of May 12, 2025.

The Manh Choh TRS, Lucky Shot TRS, and Johnson Tract TRS were prepared in compliance with the Item 601(b)(96) and S-K 1300.

Portions of the following information are based on assumptions, qualifications and procedures that are not fully described herein.

Reference should be made to the full text of the Manh Choh TRS and Lucky Shot TRS, filed as Exhibits 96.1 and 96.2, respectively, to this Form 10-K and incorporated herein by reference.

Reference should be made to the full text of the Manh Choh TRS, Lucky Shot TRS, and Johson Tract TRS, filed as Exhibits 96.1, 96.2 and 96.3, respectively, to this Form 10-K and incorporated herein by reference.

Property Summary

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In addition to the Tetlin Lease, the Peak Gold JV also holds 159 State of Alaska mining claims covering approximately 13,000 acres for the exploration of gold and associated minerals (together with the Tetlin Lease, the “Peak Gold JV Property”).

As of December 31, 2024, the Company held a 30.0% membership interest, and KG Mining held a 70.0% membership interest in and operates the Peak Gold JV.

As of December 31, 2025, the Company held a 30% membership interest, and KG Mining held a 70% membership interest in and manages the Peak Gold JV.

The Peak Gold JV Property contains the Main and North Manh Choh deposits (the “Manh Choh Project”), which the Company currently considers its only material property.

The Company also separately controls the mineral rights to approximately 168,970 acres of State of Alaska and patented mining claims and upland leases for exploration through its wholly-owned subsidiaries LSA (consisting of the Lucky Shot Property), Contango Minerals (consisting of the Eagle/Hona, Triple Z, and Shamrock prospects and additional state mining

claims in the Willow Mining District), Contango Mining Canada (consisting of Johnson Tract) and Avidian Alaska (consisting of the Golden Zone, Amanita and Amanita NE properties), and has begun allocating more annual resources to exploration of those properties and other new opportunities.

The Company also separately controls the mineral rights to approximately 190,190 acres of State of Alaska and patented mining claims, upland leases, and fee simple leases for exploration through its wholly-owned subsidiaries LSA (consisting of the Lucky Shot Property), Contango Minerals (consisting of the Eagle/Hona, Triple Z, and Shamrock prospects and additional state mining claims in the Willow Mining District), Contango Mining Canada (consisting of Johnson Tract) and Avidian Alaska (consisting of the Golden Zone, Amanita and Amanita NE properties), and has begun allocating more annual resources to exploration of those properties and other new opportunities.

Encumbrances on each property, such as royalties, are discussed within the property descriptions.

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The Peak Gold JV conducted a title examination prior to the assignment of the Tetlin Lease to the Peak Gold JV and performed certain curative title work.

The following table outlines the land ownership of the three legal entities that controls mineral rights in Alaska:

The following table outlines the land ownership of the five legal entities that control mineral rights in Alaska:

the Company's 30% ownership of the Peak Gold JV (through CORE Alaska);

Contango Minerals;

and Avidian Alaska;

JT Mining, Inc., and Avidian Alaska;

each as of December 31, 2025:

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State Mining Claims

Eastern Interior

Gold, Copper, Silver

State Mining Claims

J T Mining (Leased from Cook Inlet Region, Inc.) (100% Interest):

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* Lat/Long (NAD83)

Mining operations at the Manh Choh Project have begun, with commercial production starting in the second half of 2024.

Commercial Production at the Manh Choh Project began in the second half of 2024.

The Contango Properties are all currently in the exploration stage and are not currently producing.

Besides the Lucky Shot Project, which had historic production from late 1920s until 1942, none of the Company’s properties have ever been commercially produced.

Besides the Lucky Shot Project, which had historic production from late 1920s until 1942, none of the other Contango Properties have ever been commercially produced.

Acquisition of Exploration and Mining Rights

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public lands, private fee lands, unpatented Federal or State of Alaska mining claims, patented mining claims, and tribal lands.

The primary sources for

acquisition of these lands are the United States government, through the Bureau of Land Management and the United States Forest Service, the Alaskan state government, tribal governments, and individuals or entities who currently hold title to or lease government and private lands.

The primary sources for acquisition of these lands are the United States government, through the Bureau of Land Management and the United States

Forest Service, the Alaskan state government, tribal governments, and individuals or entities who currently hold title to or lease government and private lands.

Tribal lands are those lands that are under control by sovereign Native American tribes.

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The Peak Gold JV’s Manh Choh mine is now actively mining from an open pit.

The ore is currently being transported and stockpiled at the Fort Knox mill for future processing.

Other than the former-producing mines located on the Lucky Shot Property (described below), which are not currently active, there are no existing mines on any of the other Contango Properties.

The Company is developing an underground mine at Lucky Shot by enhancing underground access for exploration and development drilling.

Ore is stockpiled depending on grade and oxide/sulfide content and transported to the Fort Knox mill for future processing.

Other than the former-producing mines located on the Lucky Shot Property (described below), which are not currently in production, there are no existing mines on any of the other Contango Properties.

At Lucky Shot, the Company is developing an underground mine by enhancing underground access for exploration and development drilling.

At Johnson Tract, the Company is working to permit the underground exploration drift, along with performing baseline environmental and engineering work.

The Company has not determined the type of mine that may be established in the future at its other exploration stage properties (Eagle-Hona, Triple Z, Shamrock, Amanita NE, Amanita and Golden Zone) in connection with any possible mineral production.

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The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.

Proven and probable reserves include gold, copper, silver, lead, zinc or molybdenum attributable to Newmont’s ownership or economic interest.

Proven and probable reserves are based on extensive drilling, sampling, mine modeling and metallurgical testing from which we determined economic feasibility.

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A "mineral resource" is a concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction.

A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions,

location or continuity that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable.

A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable.

It is not merely an inventory of all mineralization drilled or sampled.

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Manh Choh Project

The mineral resources at the Manh Choh Project are contained within two deposits:

The mineral reserves and resources at the Manh Choh Project are contained within two deposits:

Manh Choh North and Manh Choh South.

They were developed using a computer-based block model based on drill hole assay information and geologic interpretation of the mineralization boundaries.

Mineral resources were estimated using the block model and open pit design software to establish the component of the deposit with reasonable prospects for economic extraction.

The Mineral resource block model and estimate were prepared by Kinross Technical Services (KTS) and reviewed by the Qualified Person.

The model was based on validated drilling data available through June 2021.

Additional drilling has been completed on the property outside of the resource area.

Mineral reserves and resources were estimated using the block model and open pit design software to establish the component of the deposit with reasonable prospects for economic extraction.

The current reserve and resource statement reflects mineral additions due to additional drilling within the Manh Choh Project that has been completed over the last year, as well as depletion due to production during the same period.

Monthly reconciliations from mining operations captured incremental ore blocks and waste blocks.

The Mineral reserve and resource estimate was prepared by Kinross Technical Services (KTS) and reviewed by the Qualified Person.

The tables below summarize the mineral reserve and resource estimates for the Manh Choh Project effective December 31, 2025 on both a:

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Numbers may not total due to rounding.

Mineral reserves are reconciled and incorporate depletion from 2024 and 2025 production.

The Qualified Person is not aware of any risk factors associated with, or changes to, any aspects of the modifying factors such as mining, metallurgical, infrastructure, permitting, or other relevant factors that could materially affect the mineral reserve estimate.

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Mineral resources are reported exclusive of mineral reserves.

Mineral resources are estimated using long term prices of US$1,600/oz Au price and US$22/oz Ag price.

Mineral resources are estimated using long term prices of $2,000/oz Au price and $23.53/oz Ag price.

Mineral resources are reported using un-diluted Au and Ag grades.

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Numbers may not total due to rounding.

Mineral reserves are reconciled and incorporate depletion from 2024 and 2025 production.

The estimates of mineral resources may be materially affected if mining, metallurgical, or infrastructure factors change from those currently anticipated at the Manh Choh Project.

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Johnson Tract Project

The mineral resource estimate was prepared under NI 43-101 standards and the Company is currently converting this estimate to the SK-1300 standard.

The mineral resources at the Johnson Tract Project are contained within one deposit.

It was developed using a computer-based block model based on drill hole assay information and geologic interpretation of the mineralization boundaries.

Mineral resources were estimated using the block model and underground shapes created in Leapfrog software using a 3.0 g/t Au cut off grade averaged over 3 meters to establish the areas of the deposit with reasonable prospects for economic extraction.

The mineral resource block model and estimate were prepared by the Qualified Person.

The model was based on validated drilling data available through May 2025.

The tables below summarize the mineral resource estimates for the Johnson Tract Project effective as of May 12, 2025

Total Indicated + Inferred

Contained Metal

(000 oz AuEq)

Total Indicated + Inferred

Includes all drill holes completed at Johnson Tract Deposit, with drilling completed between 1982 and most recently as October 2021.

Assumed metal prices are US$1650/oz for gold (Au), US$20/oz for silver (Ag), US$3.50/lb copper (Cu), US$1/lb lead (Pb), and US$1.50/lb for zinc (Zn).

Metal prices were established considering the review of three-year averages of published monthly values.

Gold Equivalent (AuEq) is based on assumed metal prices and payable metal recoveries of 97% for Au, 85% for Ag, 85% Cu, 72% Pb and 92% Zn from metallurgical testwork completed in 2022.

AuEq equals = Au g/t + Ag g/t × 0.01 + Cu% × 1.27 + Pb% × 0.31 + Zn% × 0.59.

An average bulk density value of 2.84 used as determined by conventional analytical methods for assay samples.

Capping applied to assays to restrict the impact of high-grade outliers.

Preliminary underground constrains were applied, including the elimination of isolated or scattered blocks above cut-off grade to define the “reasonable prospects of eventual economic extraction” for the Mineral Resource Estimate.

Mineral resources as reported are undiluted.

Mineral resource tonnages have been rounded to reflect the precision of the estimate.

Readers are cautioned that mineral resources that are not mineral reserves do not have demonstrated economic viability.

Peak Gold JV Property

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The deposit is 250 miles (400 kilometers) from the Fort Knox Milling Complex.

The Peak Gold JV Property is accessible via road connected to the Alaska Highway and via helicopter.

The 23-mile long Tetlin Village Road is an all-weather gravel road connecting the village with the town of Tok on the Alaska Highway.

The Peak Gold JV Property is accessible via a new 18 mile secured mine access road connected to the Alaska Highway.

The majority of our Peak Gold JV Property is accessible only via helicopter, although many winter trails exist in the Tetlin Hills and Mentasta Mountains in the northern and southwestern parts of the properties, respectively.

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Winter trails also provide access to the Tuck Creek valley from the village of Mentasta on the Tok Cutoff Highway.

Two seasonal dirt roads have been permitted and constructed to allow surface access to the Chief Danny gold-copper-silver prospect in the northern Tetlin Hills.

Both of these roads begin along the Tetlin Village Road and extend to the Chief Danny project and access to both roads is controlled by gates at their junction with the Tetlin Village Road.

The paved Alaska Highway passes near the northern edge of the Peak Gold JV Property as does the southern terminus of the Taylor Highway where it joins the Alaska Highway at Tetlin Junction.

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These payments lowered the production royalty to a range of 2.25% to 4.25%.

The Tetlin Tribal Council had the option to increase its production

royalty by (i) 0.25% by payment to the Peak Gold JV of $150,000, (ii) 0.50% by payment to the Peak Gold JV of $300,000, or (iii) 0.75% by payment to the Peak Gold JV of $450,000.

The Tetlin Tribal Council had the option to increase its production royalty by (i) 0.25% by payment to the Peak Gold JV of $150,000, (ii) 0.50% by payment to the Peak Gold JV of $300,000, or (iii) 0.75% by payment to the Peak Gold JV of $450,000.

The Tetlin Tribal Council exercised the option to increase its production royalty by 0.75% by payment to the Peak Gold JV of $450,000 on December 31, 2020.

In lieu of a cash payment, the $450,000 will be credited against future production royalty and advance minimum royalty payments due by the Peak Gold JV to the Tetlin Tribal Council under the lease once production begins.

Starting in 2024, the Peak Gold JV will pay production royalties to the Tetlin Tribal Council with an advance minimum royalty of approximately $75,000 per year, plus an inflation adjustment.

Production commenced in July 2024 and the Peak Gold JV has started to satisfy the production royalty obligations pursuant to the terms of the Tetlin Lease.

Additionally, the Peak Gold JV will pay RG Royalties, LLC a production royalty of 3.0% on commercial production of gold or derived from the Tetlin Lease and the 159 Peak Gold JV owned State of Alaska Mining Claims.

Production commenced in July 2024 and the Peak Gold JV commenced paying the production royalty obligations pursuant to the terms of the Tetlin Lease.

Additionally, the Peak Gold JV is paying RG Royalties, LLC a production royalty of

3% on commercial production of gold or derived from the Tetlin Lease and the 159 Peak Gold JV owned State of Alaska Mining Claims.

RG Royalties, LLC holds a separate silver production royalty of 28% on a 3,931 acre portion of the Tetlin Lease, including the Manh Choh North and Manh Choh South deposits.

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Exploration & Development Overview

To date, the exploration activity has been concentrated on the Peak Gold JV Property, with such activity undertaken by the Peak Gold JV.

The Peak Gold JV has commenced mining ore from the Manh Choh Project on the Peak Gold JV Property, and is processing ore at the existing Fort Knox milling complex located approximately 400 kilometers away, as further described below.

As of December 31, 2024, the Company has contributed approximately $106.2 million to the Peak Gold JV.

The Peak Gold JV released a feasibility study in July 2022.

Also, in July 2022, Kinross announced that the Kinross Board made a decision to proceed with development of the project.

According to information released by Kinross, aggregate capital expenditures for the Peak Gold JV to execute the development plan will be approximately $189 million, including $30 million for the purchase the highway ore transport fleet, resulting in approximately $64.6 million in capital contributions attributable to the Company's 30% interest.

In July 2022, the Peak Gold JV released a feasibility study and Kinross announced that it would proceed with development of the project.

Aggregate capital expenditures for the Peak Gold JV to execute the development plan were forecast to be approximately $189 million, including $30 million for the purchase the highway ore transport fleet.

The Manh Choh camp and road access to the mine site were completed and production commenced during the second half of 2024, with a mine plan that consisted of two small, open pits to be mined concurrently over 4.5 years.

Mined ore from the Main and North Manh Choh deposits is being transported to and processed at the Kinross-owned Fort Knox mining and milling complex located 250 highway miles (400 kilometers) away.

The feasibility study included an Average All-in Sustaining Costs (AISC) for the Company estimated at $1,116 per Au eq.

(which includes the Fort Knox Toll processing costs), however, the current estimated AISC for the life of mine is projected to increase to $1,400 per Au eq.

The Manh Choh camp and road access to the mine site are complete and all mining equipment is on site and mining has commenced.

The mining activity consists of mine development and stockpiling any ore in preparation for transportation to the Fort Knox mill for processing.

Production commenced at Manh Choh during the second half of 2024, with a mine plan that consists of two small, open pits that will be mined concurrently over 5.5 years.

Kinross, on behalf of the Peak Gold JV, is also continuing its comprehensive community programs and prioritizing local economic benefits as it develops the project.

All permitting activities are completed with all major permits received from both Federal and State permitting agencies.

In connection with the Manh Choh Project, Peak Gold JV is mining ore from the Main and North Manh Choh deposits and transports the ore to the Kinross-owned Fort Knox operation located 250 highway miles (400 kilometers) from the Peak Gold JV Property where the ore is processed at the existing Fort Knox mining and milling complex.

The use of the Fort Knox mill is expected to accelerate the development of the Peak Gold JV Property and result in significantly reduced upfront capital development costs, smaller environmental footprint, a shorter permitting and development timeline and less overall execution risk for the Peak Gold JV Property.

The exploration effort on the Tetlin Lease for the Manh Choh Project has resulted in identifying two prospective mineral deposits (Main and North Manh Choh) and several other gold and copper prospects following drilling programs begun in 2011.

Surface, bedrock, and stream sediment data on the Tetlin Lease as well as on the Eagle, Hona and Tok state of Alaska claims adjacent to the Tetlin Lease have been gathered during the summer exploration programs.

There was no exploration program in 2014 or 2020.

(which includes the Fort Knox Toll processing costs).

The current estimated AISC for the remaining life of mine is projected to be between $1,700 to $1,800 per Au eq.

oz (See Item 7 for gold production guidance estimates).

As of December 31, 2025, the Company has contributed approximately $106.2 million to the Peak Gold JV.

The exploration effort on the Tetlin Lease for the Manh Choh Project identified two prospective mineral deposits (Main and North Manh Choh) and several other gold and copper prospects following drilling programs begun in 2011.

While proven and probable mineral reserves have been reported for the Manh Choh Project, mineral reserves have not been reported on any of the other targets on the Peak Gold JV Property.

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Prior to its discovery in 2009, the style of mineralization discovered on the Chief Danny prospect on the Peak Gold JV Property was unknown in Interior Alaska.

Diamond drilling results which began in 2011 have revealed the presence of a distinctive suite of elements and minerals at the Main Manh Choh, North Manh Choh and Discovery Zones that do not match the typical characteristics of gold deposits of the Tintina Gold Belt but do share several diagnostic characteristics of gold-copper-silver skarn deposits, possibly as part of a larger porphyry copper-molybdenum-gold system.

Diamond drilling results have revealed the presence of a distinctive suite of elements and minerals at the Main Manh Choh, North Manh Choh and Discovery Zones that do not match the typical characteristics of gold deposits of the Tintina Gold Belt but do share several diagnostic characteristics of gold-copper-silver skarn deposits, possibly as part of a larger porphyry copper-molybdenum-gold system.

“Skarn” is a term that refers to a distinctive class of mineral deposits formed where limestone-bearing rocks are intruded by hot, fluid-bearing granitic rocks.

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IP/Geophysics

Drill and Trench locations for Chief Danny Area

2024 Drilling Program .

The Peak Gold JV started drilling for the 2024 drilling program in March 2024.

Drilling continued through August 2024.

The 2024 drilling plan focused northwest of the current deposits on undrilled under-explored areas.

Sampling, Geochemical Analysis and Security

All samples from the 2024 program were prepared and analyzed by ALS Minerals.

Receipt and sample preparation was performed at their facilities in Fairbanks, Alaska, and Whitehorse, Yukon.

A third-party expeditor was contracted to move the samples from Tok to the ALS Minerals sample preparation facilities, in Fairbanks, Alaska and Whitehorse, Yukon.

Pulps samples were analyzed at both the Reno, Nevada, and Vancouver, British Columbia laboratories.

Analytical work consisted of;

gold by fire assay, with an atomic absorption (“AA”) finish, gold by fire assay with gravimetric finish, for all assays greater than 5 ppm Au, multi-element determination for 34 elements by 4-acid digest and inductively coupled plasma-atomic emission spectroscopy (“ICP-AES”).

A subset of samples were selected for carbonate determination, by perchloric acid and coulometric titration.

Samples were collected at the leased warehouse in Tok, Alaska.

During 2024, prior to shipping, drill core samples staff inserted blanks and standards at a rate of 5% and collected field duplicates at a rate of 3% of total sample volume.

ALS Minerals collected and analyzed 0.5% of samples as crush duplicates and 2% of samples as pulp duplicates, per the sample preparation procedures.

Blank material was sourced of Brown’s Hill Quarry Basalt.

Certified reference material (“CRM”) for gold were sourced from OREAS, as prepackaged 60g satchets.

For the 23 different CRM materials used, the gold concentration, ranged from 0.016 ppm to 7.66 ppm Au.

The quality assurance/quality control procedure was completed by Kinross staff.

Drill locations for Chief Danny Area

Initial drilling area focused on “near mine” exploration drilling approximately 2,970m focused on previously identified mineralized faults and skarn system mineralization on the NW end of Mohawk ridge and Silverbell.

Drilling in this area focused on mineral systems hypothesizes and follow up testing of previously ID geophysics and surface Geochem anomalies.

The second phase of drilling focused on the “Minex” program, drilling approximately 2,800m on the NW corner of the S.

Drilling focused on incremental growth to current resources in the mining life of mine plan.

The third drill phase, approximately 1540m, was generative in nature following up on prospective sites in Prospect Gully, Saddle, and west Silverbell.

Additionally, two soil grids were completed – Access Rd area north of the current mine, and the Neldzeegn grid on the SW area of the property.

Community Affairs

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In addition, the Peak Gold JV supports the Tetlin Village in maintenance of the village access road, which is used by the Peak Gold JV in furtherance of the Manh Choh Project.

In 2025, the Peak Gold JV spent approximately $2.4 million in the community, consistently employed over 100 local employees (including contractor local hires), and conducted approximately 6,100 stakeholder engagement activities.

Lucky Shot Property

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Infrastructure in the area is excellent with road access between the mine site and plant site via unsealed secondary road, sealed two-lane highway, and the four-lane Parks Highway connecting Anchorage and Fairbanks.

The map below depicts the Lucky Shot Property leased by the Company:

The Willow Creek Mining District straddles the margin of a granodiorite batholith that forms the Talkeetna Mountains and is bounded on the south by the Castle Mountain fault system.

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the Coleman block, Lucky Shot block and War Baby block).

A third fault structure further east was determined to separate the War Baby block from drilling that intersected the vein structure in what is known as the Murphy block – extending the known vein structure another 600 meters (~2,000 feet) further east.

Between the Coleman and War Baby mines the vertical and lateral offset is a few meters up to tens of meters which allowed historic mining to continue across faults in a near-continuous manner.

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The quartz veins contain native gold, pyrite, arsenopyrite, tetrahedrite-tennantite, sphalerite, galena, and various telluride minerals (coloradoite and nayagite have been identified).

The mines located in the Lucky Shot Property have historically produced minerals prior to their shut down in 1942 due to the World War II effort, after which little happened on the property until the 1980s when Enserch Exploration conducted an exploration program which included soil sampling, drilling, and underground exploration.

The mines located in the Lucky Shot Property have historically produced minerals prior to their shut down in 1942 due to the World War II effort, after which little happened on the property until the 1980s when Enserch Exploration conducted an exploration program that included soil sampling, drilling, and underground exploration.

The property was subsequently explored by several other entities before the Company acquired the property in 2021.

Exploration Plan

The Company has established access to the underground workings of the Lucky Shot tunnel in order to drill what it believes to be the down-dip extension of the Lucky Shot and Coleman mines.

The Company has now refurbished and extended the Enserch tunnel to a total of 2,405 feet.

The Company has completed twenty -nine holes that have each intersected what it believes to be the Lucky Shot vein and all assays have been received.

Two panels of drill holes were drilled from the Western Drift in a fan pattern from underground, seven holes were drilled from near the face of the end of the Enserch Tunnel and 10 holes were drilled from the East and West Ballrooms.

Lucky Shot exploration is planned as a four-phase program aimed at expanding mineral resource and increasing in-fill drill density to improve confidence, in support of a mineral resource update and feasibility study targeted for the first half of 2027.

Phase 1 commenced in November 2025 with the mobilization of underground drill crews to site.

This initial underground drilling program is testing the Lucky Shot vein system from existing underground development, with drill stations positioned on the footwall side of the structure.

Phase 1 drilling is scheduled to conclude in May 2026.

Phase 2 is expected to begin immediately following completion of Phase 1 and will focus on expanding underground exploration drifts to improve drill access and platform coverage, while also advancing development intended to connect the Lucky Shot workings with the Coleman development.

Phase 3 is planned to commence in June 2026 and will consist of surface drilling targeting the Coleman system to test continuity and potential extensions from surface-based platforms.

Phase 4 is planned to resume underground drilling from newly constructed underground development, with drill stations positioned from the north (hanging wall side) to target down-dip extensions of the Lucky Shot vein system.

Phase 4 is currently anticipated to commence near the end of the third quarter of 2026.

Johnson Tract Property

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or 4% (>$2,000/oz).

The JT Project is hosted by the Talkeetna Formation of the Alaska Peninsular Terrane, a 1,000 - 2,500 meters thick assemblage of Early Jurassic, intermediate volcanic and volcaniclastic rocks (age based on the abundance of fossil megafauna,

Detterman et al., 1996).

Thrust onto the western edge of the Talkeetna Formation are plutonic rocks of the Alaska-Aleutian Range Batholith which are dominated locally by quartz diorite, quartz monzonite and tonalite phases with U-Pb zircon ages of 183 - 164 Ma (Rioux et al., 2007).

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Exploration Program

The 2024 exploration program focused on drilling infill and hydrological drilling in the Johnson Tract Deposit.

From July 27th through September 25th of 2024, the Company completed 21 drillholes totaling 3,092.3 meters (including 1 failed hole).

Three (3) of these drillholes were drilled for hydrogeologic monitoring, for a total of 924.7 meters and included a deep hole through the bottom of the deposit and crossing the Dacite Fault, a vertical hole through the center of the deposit, and a shallow hole crossing the deposit and Dacite Fault.

These three hydrologic holes, along with one hole drilled in 2023, provide a good spread of monitoring data throughout the Deposit and west of the Dacite Fault.

Infill drilling from surface was designed to intersect the Johnson Tract Deposit at 25 meters spacing, using a 25 meters grid and older holes for planning.

The drilling successfully intersected mineralization in all holes.

A list of significant intercepts is shown below.

Work was initiated during the 2024 infill drill program to distinguish, categorize, and model mineralization styles within the Johnson Tract Deposit based on texture, grade, mineralogy, and trace element composition.

This work will support geometallurgical characterization and improved geologic modeling.

The study included on-site review and documentation of 2024 drill core and a review of core photos from holes that intersected the high-grade resource between 2019 to 2023, to

distinguish styles based primarily on texture, vein type, and mineralogy.

Six historic holes were relogged and sampled during 2024.

A total of 488 infill samples were taken.

Significant intercept table from 2024 Diamond Drilling Program

No drilling activities were undertaken in 2025.

The program focused on gathering data to advance conceptual engineering and to establish baseline environmental conditions required to support future permitting processes.

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

The Company intends to de-risk the current Johnson Tract Resource through underground drilling.

To achieve this, construction of the permitted road from the Johnson Tract camp to planned.

To achieve this, construction of the permitted road from the Johnson Tract camp is planned.

Underground access will be established once permitting has been completed for a tunnel and laydown site.

Permitting for the road access between the Camp and the Tunnel site has been completed, and permitting for the underground tunnel and laydown area is currently progressing.

Once the road is established and permitting the tunnel and laydown area are completed, underground mining operations are planned to drive the exploration tunnel towards the ore body to facilitate underground drilling of the ore body and completion of an appropriate feasibility study.

Contango Minerals Properties

Permitting for the road access between the Camp and the Tunnel

site has been completed, and permitting for the underground tunnel and water disposal system is currently progressing.

Once the road is established and permitting for the tunnel and water disposal system is completed, underground mining operations are planned to drive the exploration tunnel towards the ore body to facilitate underground drilling of the ore body and completion of an appropriate feasibility study.

Collection of information to support the design and permitting of a haul road along the coast, and a barge landing allowing for the eventual shipping of ore is ongoing.

The project permitting timetable was officially placed onto the permitting dashboard of FAST-41 (a federal program under Title 41 of the Fixing America’s Surface Transportation Act of 2015 that is designed to improve the timeliness, predictability, and transparency of environmental reviews for large, complex infrastructure projects) on January 30, 2026.

The permitting timetable for Johnson Tract serves as a publicly visible contract between the federal government and the Company to ensure that development of the Johnson Tract Critical Metals Project stays on track and remains coordinated between all parties involved in the ongoing permitting process.

Contango Minerals Early-Stage Exploration Properties

Compared to the exploration activities conducted to date on the Peak Gold JV Property, Johnson Tract and the Lucky Shot Property, the Company, through its subsidiaries, has performed significantly less exploration work on the mining claims wholly owned by Contango Minerals, which includes the Triple Z, Eagle/Hona, Shamrock, Willow, Amanita NE and Golden Zone projects, all of which remain in the exploration stage.

Triple Z Prospect

Triple Z Property

The Triple Z claims were originally staked in 2009 and the claim block expanded in 2011, and again in 2019, with the claim block now covering an area of approximately 14,800 acres immediately adjacent to the Alaska Highway to the south and west, and the Taylor Highway to the north and east.

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The claims cover an area of 14,810 acres with elevations ranging from 2,000 to 3,200 feet ASL.

The property, including

prospects known locally as the Triple Z, Dennis, Ladue, Asarco and Tok, covers an irregular area measuring up to 4 miles north-south by 8 miles east-west.

The property, including prospects known locally as the Triple Z, Dennis, Ladue, Asarco and Tok, covers an irregular area measuring up to 4 miles north-south by 8 miles east-west.

An ATV-accessible trail leads from the Taylor Highway to the center of the claim block where drilling was conducted in 2012.

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The Company has exploration targets that have not yet been drilled because the Company was waiting for a land transfer to be completed between the Bureau of Land Management and the State of Alaska, which included a highly prospective drill-ready target.

As of January 2024, the land transfer has been completed and all of the Triple Z property is open to exploration.

Preparation for the land transfer took several years and included the State of Alaska conducting a topographic survey to re-establish survey boundaries that were destroyed due to wildfires.

The survey completed in 2021,was required to complete the land transfer from the Federal government to the State of Alaska.

With completion of the land transfer, the Company anticipates drill permits will be approved by the State Department of Natural Resources in the spring of 2025.

Eagle/Hona Prospect

As of January 18, 2024, the land transfer was completed, and all of the Triple Z property is now open to exploration.

In 2025, the Company applied for and received exploration permits from the Alaska Department of Natural Resources.

The Company is planning an exploration program for the 2026 field season to include up to 10 diamond drillholes with a depth up to 762 meters (2500 feet), and up to 5 trenches approximately 15 meters (50 feet) long.

Eagle/Hona Property

The Eagle/Hona property is located west of the Tok Cutoff Highway, approximately 15 miles northwest of the Manh Choh deposit.

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The 152 claims staked in 2012 and 2013 are subject to a 2% NSR royalty and the remaining 298 claims are subject to a 3% NSR on all mineral products due to RG Royalties, LLC, in addition to taxes and royalties due to the State of Alaska on mineral production from state lands.

The property is currently accessible only via helicopter but portions of the claim block are less than a mile from the State maintained all-season Tok Cutoff Highway, which leads to the Glenn Highway route to Anchorage, and about a mile south of the State maintained all-season Alaska Highway.

The property is currently accessible only via helicopter but portions of the claim block are less

than a mile from the State maintained all-season Tok Cutoff Highway, which leads to the Glenn Highway route to Anchorage, and about a mile south of the State maintained all-season Alaska Highway.

The claim block elevations range from 1,800 to 6,742 feet above sea level, and includes VABM Lookout, the summit of Mt.

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Results from each of the previous exploration programs has shown positive results, though development of the Eagle/Hona property is still in the early stages.

Follow-up geologic mapping and sampling is planned for the near future.

Follow-up geologic mapping and sampling is planned for 2026.

The map below depicts the location of the two core holes drilled at the Hona 2 target along with rock chip sampling results and surface geology.

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Interval (meters)

Shamrock Prospect

In early 2021, the Company staked 361 State of Alaska mining claims over the Shamrock prospect in the Richardson Mining District located in central Alaska along the Alaska Highway corridor.

Shamrock Property

In early 2021, the Company staked 361 State of Alaska mining claims over the Shamrock Property in the Richardson Mining District located in central Alaska along the Alaska Highway corridor.

These claims lie in the heart of the Richardson Mining District, located in central interior Alaska.

Several exploration targets are located within the claim block, including the Shamrock, Banner and Hilltop prospects.

Several exploration targets are located within the claim block, including the Shamrock, Banner Dikes, Hilltop, Gold Run and First Chance prospects.

These claims are not subject to any royalties other than taxes and royalties due to the State of Alaska on mineral production from state lands.

The mining claims cover approximately 52,700 acres with elevations ranging from approximately 1,000 feet ASL to 3,023 feet ASL at VABM Buck.

The mining claims cover

approximately 52,700 acres with elevations ranging from approximately 1,000 feet ASL to 3,023 feet ASL at VABM Buck.

The claim block is an irregular shape measuring up to 15 miles east-west and up to 6.2 miles north-south.

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During the 2021 field season, field crews collected 835 soil samples using a power auger and 75 surface rock chip samples.

Follow up trenching and detailed geologic mapping is planned for the summer of 2024.

During the 2025 field season, field crews improved the ATV-accessible trails to the “Buck” State Claim group and collected 372 soil samples from shovel pits.

Expansion of surface sample grids including soils, rocks and trenches in the Shamrock, Banner Dikes and First Chance areas is planned for 2026.

The Shamrock prospect was previously owned by Coeur Mining, who inherited the property as a result of acquiring Northern Empire Resource, which also owned the Sterling Gold Project located in Nevada.

The Richardson property (as it was referred to by Coeur Mining) was non-core, and the claims were dropped in 2020.

Based on historic activity, there are a number of well-defined soil anomalies with limited drilling that remain under-explored.

The map below shows the location of the Shamrock Prospect:

Placer gold was discovered in the Richardson District on Tenderfoot Creek in 1905 and alluvial mining has continued intermittently until as recently as 2010.

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The area is unglaciated but largely overlain by windblown loess, generally a few meters in thickness but locally up to 50 meters thick.

The Shamrock prospect is underlain by a series of metamorphic schists and gneisses that make up the Lake George Subterrane of the more broadly distributed Yukon Tanana Terrane across interior Alaska and the Yukon, which is host to a number of large gold deposits.

The Shamrock prospect is underlain by a series of medium to high-grade schists and gneisses that make up the Lake George Subterrane of the more broadly distributed Yukon Tanana Terrane across interior Alaska and the Yukon, which is host to a number of large gold deposits.

Peak metamorphism occurred around 110 million years ago.

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Post-uplift plutonic activity often occurs along the margins of these domes where zones of extreme thinning are common.

Two ages of intrusive activity are noted at 105 Ma and 85 Ma.

Both mid-Cretaceous intrusive rocks are genetically related to lode gold mineralization.

There are three types of gold deposit types that the Company plans to explore for on the Shamrock prospect:

(1) Gold in the low angle quartz veins characterized as “Pogo Type” mineralization;

(2) Intrusive Related Gold deposits (“IRG”) associated with igneous intrusions where they intersect deep seated crustal structures;

and (3) high level rhyolite intrusive dikes associated clay and silica alteration which occurs in the Democrat and Banner Dikes areas of the property.

The Shamrock prospect was previously owned by Coeur Mining, who inherited the property as a result of acquiring Northern Empire Resource, which also owned the Sterling Gold Project located in Nevada.

The Richardson property (as it was referred to by Coeur Mining) was non-core, and the claims were dropped in 2020.

Based on historic activity, there are a number of well-defined soil anomalies with limited drilling that remain under-explored.

The map below shows the location of the Shamrock Prospect:

Intrusive activity is dated from 105 to 85 Ma (generally considered as two separate intrusive events).

Mid-Cretaceous and younger intrusive rocks are genetically related to lode gold mineralization.

There are at least three distinctly different types of intrusive-related gold systems that the Company plans to explore for on the Shamrock property:

(1) Proximal schist and/or gneiss-hosted gold mineralization similar to the Pogo deposit;

(2) Proximal intrusive-hosted gold mineralization;

and (3) Distal, plutonic-related boron enriched silver-tin-polymetallic intrusive-hosted gold mineralization which occurs in the Democrat, Banner Dikes and Shamrock areas of the property.

Willow Prospect

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The Amanita NE State of Alaska Upland Mining Lease, covering 1021 acres, was acquired by the Company in August of 2024, through the Company’s acquisition of Avidian Gold Alaska, Inc.

This prospect is located 20 miles northeast of Fairbanks, immediately below the freshwater dam for the Fort Knox Gold Mine operated by Kinross Gold Corporation and is accessible by public roads and RS2477 trails .

This prospect is located 20 miles northeast of Fairbanks, immediately below the freshwater dam for the Fort Knox Gold Mine operated by an affiliate of Kinross Gold Corporation and is accessible by public roads and RS2477 trails .

The upland mining lease is subject to a 1% NSR royalty on lode gold and a 5% NSR royalty on placer gold due to Keltic Enterprises Inc., as well as taxes and royalties due to the State of Alaska on mineral production from state lands.

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The Amanita Prospect consists of 54 State of Alaska mining claims and leasehold locations and one 1320 acre Upland Mining Lease.

The property is subject to a 3% NSR royalty due to Tanya Stolz (lessor) and a 0.2% NSR due to Keltic Enterprises Inc., as well as taxes and royalties due to the State of Alaska on mineral production from state lands.

is subject to a 3% NSR royalty due to Tanya Stolz (lessor) and a 0.2% NSR due to Keltic Enterprises Inc., as well as taxes and royalties due to the State of Alaska on mineral production from state lands.

The property lies 15 kilometers northeast of Fairbanks and covers an area of 3,379 acres.

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The Saddle Fault follows Ruby Creek and the Rex Fault corresponds with Rex Creek.

smaller structures are apparent in the data as well.

Several smaller structures are apparent in the data as well.

Also in 2020, a helicopter-borne LiDAR survey was performed, which show the Saddle and Rex faults well (see below images).

In 2020, 9 diamond core holes (1945m) were drilled south of the Saddle Fault guided by results from previous surface work and a high-resolution UAV magnetics and LiDAR.

In 2020, 9 diamond holes (1945m) were drilled south of the Saddle Fault guided by results from previous surface work and a high-resolution UAV magnetics and LiDAR.

A series of mineralized sheeted iron-oxide bearing quartz veins running sub-parallel and perpendicular to foliation were identified in the schist package.

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The map below shows the area of focus for the 2020 drill program.

Exploration permitting is currently underway for a 2026 reverse circulation drill program on the Amanita Prospect.

This drill program is designed to build on the 2020 drill results and further test the mineralization seen in northeast-trending Saddle Fault and the northwest-trending Rex Fault.

With the appropriate permits from the Alaska Department of Natural Resources in hand, the Company intends to drill and 35 RC drillholes to a depth of up to 150 meters.

Reclamation of all drill sites will be carried out in 2026, to include all drill pads/roads used in 2026, and an additional 7 drill pads left open after the 2020 drill program.

Golden Zone Property

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Location and Targets of Golden Zone RC Drill Holes in 2021

In 2026, The Company plans to continue maintenance of the camp facilities on the property with regard to safety and weather protection.

In addition, reclamation will be carried out to address remaining areas of disturbance from prior exploration programs.

Environmental Regulation and Permitting

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Peak Gold LLC holds a bond with the State of Alaska in the amount of $65,976,000 to provide reclamation of the site to the original environmental functionality.

All permits, plans and approvals were in hand May 15, 2023 to begin facility construction and mine production.

Early works road construction was started in Q3 2022 and required an Alaska Corps of Engineers wetlands permit and an Alaska Mining Permit Application.

Major Permits in hand include:

Major Permits include:

Alaska Mining Permit Application (APMA)#2626 covering exploration drilling activities on the Tetlin Lease.

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Lucky Shot Property

Hard Rock Exploration Permits and Temporary Water Use Permits covering planned activities on the Lucky Shot Property were issued by the Alaska Department of Natural Resources to the Company and consist of the following multi-year permits (the “State Permits”):

Alaska Hard Rock Exploration and Reclamation Permit #3003 covering exploration drilling activities on the Lucky Shot Property.

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Authorization of the construction of a road and airstrip on the South Tract to support future underground exploration is via a United States Corps of Engineers wetlands permit and state Reclamation Plan Approval.

Major Permits in hand include:

Major Permits include:

Right of Way Certificate of Access (RWCA LACL-21-001) allows surface exploration activities on the North Tract, where the National Parks Service has surface rights (expires Oct 31, 2028).

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Alaska Department of Natural Resources (ADNR) Reclamation and Closure Plan Approval (F20243253RPA) issued April 26, 2024 (expiration April 26, 2029).

Minor Permits in hand include:

Transportation and Easement Deeds, conveyed to CIRI from the National Parks Service on January 16, 2025.

These easements authorize initial activities to plan for transportation of minerals from the Johnson Tract.

Minor Permits include:

Reclamation approval is provided by the state through Alaska Hard Rock Exploration #3253.

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Various camp-operations permits have been secured from the state authorizing potable water (Public Water System, PWSID#249261), domestic wastewater (PA-29073), and a landfill (Solid Waste Permit SW3CAMPA091-28).

Nation Wide Permit (NWP) verification letters (POA-2025-0036, issued August 14, 2025, and POA-2025-0076, issued August 7, 2025), issued by the U.S.

Army Corps of Engineers.

The NWPs allow for the installation of equipment to collect baseline information in the marine environment.

Temporary Land Use Permits (LAS 35655 and LAS 35659), issued by ADNR, allowing for the installation of equipment to collect baseline information in the marine environment.

The project permitting timetable was officially placed onto the FAST-41 Dashboard on January 30, 2026.

Shamrock Prospect

Hard Rock Exploration Permits and Temporary Water Use Permits covering planned activities on the Shamrock Prospect were issued by the Alaska Department of Natural Resources to the Company and consist of the following multi-year permits (the “State Permits”):

Alaska Hard Rock Exploration and Reclamation Permit #2849 covering exploration drilling activities on the Buck State Mining Claims.

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Triple Z Prospect

Hard Rock Exploration Permit covering some planned activities on the Triple Z Property was issued by the Alaska Department of Natural Resources to the Company and consists of the following multi-year permits (the “State Permits”):

Alaska Hard Rock Exploration and Reclamation Permit #2246 covering exploration some drilling activities on the Triple Z Property.

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Amanita Prospect

This Hard Rock Exploration Permit covering planned activities on the Amanita Prospect was issued by the Alaska Department of Natural Resources to Avidian Gold Alaska and consists of the following multi-year permit (the “State Permit”):

Alaska Hard Rock Exploration and Reclamation Permit #2238 covers exploration and drilling activities on the Amanita State Mining Claims and Upland Lease.

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Golden Zone Prospect

The Hard Rock Exploration Permit, Temporary Water Use Permits, and Fish Habitat Permit covering planned activities on the Golden Zone Project were issued by the Alaska Department of Natural Resources to Avidian Gold Alaska and consist of the following multi-year permits (the “State Permits”):

Alaska Hard Rock Exploration and Reclamation Permit #5661 covers exploration and drilling activities on the Amanita State Mining Claims and Upland Lease.

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The Federal Mine Safety and Health Act of 1977 and regulations promulgated thereunder, and the State of Alaska Department of Labor and Workforce Development, impose a variety of health and safety standards on numerous aspects of employee working conditions related to mineral extraction and processing operations, including the training of personnel, operating procedures and operating equipment.

In addition, the Company and the Peak Gold JV may be subject to additional state and local mining standards.

In addition, the Company and the Peak Gold JV may be subject to additional

state and local mining standards.

The Company believes that it and the Peak Gold JV currently are in compliance with applicable mining standards;

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The scope, breadth and complexity of these regulations make the process for preparing and obtaining approval of a plan of operations much more time-consuming, expensive, and uncertain.

The Alaska Department of Natural Resources coordinates the permitting of mining operations in the State of Alaska, has

developed a process to integrate federal, state and local government requirements to obtain mine permits, and also provides an opportunity for public comment.

The Alaska Department of Natural Resources coordinates the permitting of mining operations in the State of Alaska, has developed a process to integrate federal, state and local government requirements to obtain mine permits, and also provides an opportunity for public comment.

Plans of operation will be required to include detailed baseline environmental information and address how detailed reclamation performance standards will be met.

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

What changed 10-K

Item 2. Properties