What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-16 compared with 2025-03-17 · 181 added, 148 removed, 71 unchanged (82% of the section changed)

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Avidian Alaska Acquisition

On May 1, 2024, the Company entered into a stock purchase agreement with Avidian Gold Corp.

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

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

The total purchase price of $2,063,539 consisted of (i) $400,000 in cash (the “Cash Consideration”) and (ii) $1,663,539 in shares of Contango common stock.

The shares were issued on closing with $207,945 of such shares withheld at closing and to be paid only upon settlement of a withholding contingency (the “Equity Consideration”).

The Cash Consideration shall be paid in the following tranches:

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

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

On July 9, 2025, the Company issued 11,216 shares of Contango common stock to Avidian Gold Corp.

(“Avidian”) in satisfaction of the balance of the equity consideration that was due to Avidian in connection with the Company’s purchase of Avidian’s 100% owned Alaskan subsidiary, Avidian Gold Alaska Inc.

During fiscal 2025, the Company issued 29,019 shares of Contango common stock to Queens Road Capital Investment Limited, in satisfaction of portion of quarterly interest on $20 million unsecured convertible debenture that is payable in the Company’s common stock.

The shares were issued in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act.

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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The Company’s wholly-owned subsidiary, Contango Minerals, controls 100% interest in the mineral rights to approximately 84,580 acres of State of Alaska mining claims located north and northwest of the Manh Choh Project.

The Company is actively working to acquire additional properties in Alaska for exploration.

The acquisitions may include leases or similar rights from Alaska Native corporations or may include filing Federal or State of Alaska mining claims by staking claims for exploration.

At Contango’s 30% owned Manh Choh Project, of which Kinross is the operator, construction is complete and mining activities are well underway including the commencement of ore mining and stockpiling along with the transportation of ore to the Fort Knox mill, where it is being processed.

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

During 2024, the Company received $40.5 million in cash distributions from the Peak Gold JV relating to three campaigns of production at Manh Choh.

During the third and fourth quarters of 2024, ore transportation ramped up to planned volumes, with full commissioning of modifications at the Fort Knox facility completed.

The Manh Choh Project exceeded planned production for the year.

The Company is actively working to acquire additional properties for exploration.

In July 2024, the Peak Gold JV commenced ore mining at the Manh Choh Project and processing of the ore at the Fort Knox mill.

On July 8, 2024, Manh Choh Project achieved a significant milestone and poured its first gold bar, on schedule.

During 2024, the Company received $40.5 million in cash distributions from the Peak Gold JV relating to the production at Manh Choh.

During 2025, the Company received $102.0 million in cash distributions from the Peak Gold JV relating to the production at Manh Choh.

The Peak Gold JV believes that Manh Choh will be mined over approximately five years.

The Company has secured funding through debt arrangements to fund the capital requirements towards the Peak Gold JV.

In addition, the Manh Choh Project is in operations with no anticipated future cash calls.

The Peak Gold JV is currently generating revenue from mineral sales from the Manh Choh Project and making cash distributions to the Company.

If the Company’s properties or the Manh Choh Project fails to contain any proven reserves, the Company’s ability to generate future revenue, and the Company’s results of operations and financial position, would be materially adversely affected.

Other potential sources of cash, or relief of demand for cash, include external debt, the sale of shares of the Company’s stock, joint ventures, or alternative methods such as mergers or sale of our assets.

No assurances can be given, however, that the Company will be able to obtain any of these potential sources of cash.

The Company will need to generate significant revenues to achieve profitability and the Company may never do so.

Recent Developments

Dolly Varden Acquisition

Dolly Varden Silver Corporation (“Dolly Varden”) was amalgamated under the Business Corporations Act (British Columbia) on January 30, 2012.

Dolly Varden’s primary activity is the acquisition and exploration of mineral properties in Canada.

Dolly Varden is a mineral exploration company focused on exploration and advancing its 100% owned Kitsault Valley project (the “Kitsault Valley Project”), which includes the Dolly Varden property and the Homestake Ridge property located in the Golden Triangle of British Columbia, Canada, 25 kilometers (“km”) by road to tide water.

The 163-square km Kitsault Valley Project hosts the high-grade silver and gold resources of Dolly Varden and Homestake Ridge along with the past-producing Dolly Varden and Torbrit silver mines.

In addition to the Kitsault Valley Project, Dolly Varden has consolidated a land package of six other properties in the same region as the Kitsault Valley Project.

These six properties have historically been explored for gold, copper, silver, lead and zinc.

Including the Kitsault Valley Project and the recent acquisitions, Dolly Varden now holds a combined area of 100,000 hectares within the region.

On December 8, 2025, Contango and Dolly Varden entered into the Arrangement Agreement in respect of the Arrangement.

Under the terms of the Arrangement Agreement, Contango will acquire all of the issued and outstanding Dolly Varden Shares at the Exchange Ratio.

The estimated fair value of the shares to be issued based on information available as of December 8, 2025 is $397.5 million.

Immediately prior to Closing, all Dolly Varden RSUs will vest and be settled for Dolly Varden Shares.

Pursuant to the Arrangement, all outstanding Dolly Varden Options will be exchanged for stock options to acquire Contango Shares, adjusted to reflect the Exchange Ratio.

Eligible Canadian stockholders of Dolly Varden will be able to elect to receive exchangeable shares in a Canadian subsidiary of Contango, which will be exchangeable into Contango Shares, instead of the Contango Shares to which they would otherwise be entitled.

Upon completion of the Arrangement, existing Contango Stockholders and former Dolly Varden Shareholders will own approximately 50.001% and 49.999% each of the combined company, respectively, using the fully diluted in-the-money treasury-stock-method (based on the number of Dolly Varden and Contango securities outstanding as of the date of the Arrangement Agreement).

The Arrangement will be effected pursuant to a court-approved plan of arrangement under the BCBCA and will require approval by (i) the Court, (ii) 66 2/3% of the votes cast by Dolly Varden Shareholders at a special meeting of Dolly Varden Shareholders expected to be held in the first quarter of 2026, and (iii) the affirmative vote of a majority of the Contango Shares present in person or by proxy at the special meeting of Contango Stockholders, expected to be held in the first quarter of 2026, and entitled to vote thereon.

In addition to the approval of the Court and the Dolly Varden and Contango stockholders, the Arrangement is subject to the receipt of applicable regulatory and exchange approvals (including approval of the NYSE American and TSXV), and the satisfaction of certain other closing conditions customary for a transaction of this nature.

Subject to the satisfaction of such conditions, the Arrangement is expected to close in the first quarter of 2026.

The Arrangement Agreement includes customary deal protections, including reciprocal fiduciary-out provisions, non-solicitation covenants and the right to match any superior proposals.

A reciprocal Termination Fee in the amount of $15 million is payable by either party in certain circumstances as set out in the Arrangement Agreement.

As of December 31, 2025, the Company has accrued and capitalized $2.2 million in connection to transaction costs that are direct and incremental costs to the Arrangement.

Manh Choh Project

The Peak Gold JV has commenced mining operations at the Manh Choh Project and processing of ore at the Fort Knox milling complex located approximately 240 miles away in Fairbanks, Alaska.

On July 8, 2024, Manh Choh achieved a significant milestone and poured its first gold bar, on schedule.

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

During 2024, the Company received $40.5 million in cash distributions from the Peak Gold JV relating to three campaigns of production at Manh Choh.

During the third and fourth quarters of 2024, ore transportation ramped up to planned volumes, with full commissioning of modifications at the Fort Knox facility completed.

The Manh Choh Project exceeded planned production for the year, producing 41,325 ounces of gold for Contango’s share.

Cash costs on a by-product basis per ounce were $1,209, with $250,000 of sustaining capital and reclamation costs during the year.

The Peak Gold JV expects that Manh Choh will be mined over approximately five years.

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

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

However, the Company does not anticipate any further cash calls.

As of December 31, 2024, the Company has funded $78.6 million of cash calls for the Peak Gold JV.

During 2025, the Peak Gold JV (on a 100% basis) processed 1,069,000 tons of ore with an average grade of 0.20 oz per ton and containing approximately 216,800 oz of gold.

Gold recovery averaged 93%, resulting in approximately 198,500 oz of recovered gold, of which Contango’s 30% share amounts to approximately 59,500 oz of gold.

During 2025, 57,800 oz of gold and 57,315 ounces of silver were delivered to Contango and sold.

Below table summarizes production results from the Manh Choh Project, based on the Company's 30% interest in the Peak Gold JV:

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Total silver sales

Average blended realized gold price

Average realized gold price

Gold ounces sold at spot price

Gold ounces delivered into hedge contracts

Hedged gold ounces settled in cash

Remaining balance of hedged gold ounces

1 unchanged sentence

Cash costs on By-Product basis, per ounce

AISC on By-Product basis, per ounce

2026 and 2027 Production Guidance

The Company’s share of gold production from the Manh Choh mine is estimated to range from 40,000 to 45,000 oz of gold for the fiscal year 2026, with cash costs estimated to range from $1,900 to $2,000 per oz of gold sold, and 75,000 to 80,000 oz of gold production for the fiscal year 2027, with cash costs estimated to range from $1,200 to $1,300 per oz of gold sold.

Higher estimated fiscal year 2026 cash costs are the result of lower gold production in 2026, larger royalty payments due to the increasing gold price and, to a lesser degree, higher costs associated with wages and consumables.

Given the ongoing conflict in Iran and resulting volatility in global energy markets, forecast fuel prices could move either higher or lower relative to 2025, and current conditions make the direction of change uncertain.

The current gold market is creating exciting opportunities for the Company.

While the Company is seeing a slight rise in labor and royalty costs, driven largely by higher gold prices, the overall financial picture is strong:

• Cash Distributions:

The Company anticipates robust distributions from the Peak Gold JV, projected to range between $48 million to $54 million in fiscal year 2026 and rising to a range of $165 million to $175 million in fiscal year 2027 (based on a $3,700/oz gold price assumption).

• Becoming Debt-Free and Hedge-Free:

Contango is scheduled to deliver 11,000 oz of gold into its hedge contracts in fiscal year 2026, representing approximately 25% of fiscal year 2026 gold production and to deliver 15,000 oz of gold into hedge contracts in fiscal year 2027, representing approximately 19% of production in FY 2027.

The Company plans to become fully unhedged in fiscal year 2026 by early delivering the remaining 15,000 oz by the end of fiscal year 2026.

In addition, the Company is scheduled to completely pay off its Credit Facility by early 2027.

Gold Production Guidance (Estimates)

Peak Gold JV (on a 100% basis) 1

Total tons mined

Ore tons mined

Gold oz mined

Gold grade mined

Ore tons processed

Gold grade processed

Gold recovery (%)

Gold production

Silver production

Contango’s Share (on a 30% basis) 1

Gold oz production guidance

40,000 to 45,000

75,000 to 80,000

Principal debt repayments

$10.0 million

Gold oz delivered into hedge contracts 3

Remaining hedge contract

Cash distributions from Peak Gold JV 2

$48.0 million to $54.0 million

$165.0 million to $175.0 million

Cash Costs and AISC Guidance (30% basis)

Cash costs on a by-product basis, per oz sold 2

$1,900 to $2,000

$1,200 to $1,300

AISC on a by-product basis, per oz sold 2

$2,200 to $2,300

$1,300 to $1,400

Remaining LOM AISC

$1,700 to $1,800

Certain numbers have been rounded for presentation purposes.

Based on current assumptions, including gold price of $3,700 per oz and current operating costs being achieved.

On February 12, 2026, the Company paid $46.4 million to settle gold hedge contracts for 15,446 ounces with an average strike price of $2,025 per ounce with maturities ranging between March and September 2026.

This transaction resulted in a reduction of the 2026 hedges balance to 11,000 ounces.

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

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

The value of silver sold is deducted from the total production cost of sales as it is considered residual production, i.e.

a by‐product.

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

Johnson Tract Project

On May 1, 2024, the Company entered into a definitive arrangement agreement (the “Arrangement Agreement”) by and among the Company, Contango Mining Canada and HighGold, pursuant to which the Company acquired 100% of the outstanding equity interests of HighGold (the “HighGold Acquisition”) by way of a court approved plan of arrangement under the Business Corporations Act (British Columbia).

The HighGold Acquisition, which was approved by HighGold shareholders at HighGold’s special meeting held on June 27, 2024, was subsequently approved by the Supreme Court of British Columbia on July 2, 2024.

On July 10, 2024, the Company completed the HighGold Acquisition and, as contemplated by the Arrangement Agreement, each HighGold share of common stock was exchanged for 0.019 shares of Contango common stock, par value $0.01 per share (the “common stock”).

HighGold options were also exchanged, directly or indirectly, for Contango shares of common stock, based on the fair market value of the HighGold options prior to the closing date.

Upon closing of the HighGold Acquisition, the Company issued an aggregate of 1,698,887 shares of Contango common stock, with a value of approximately $33.4 million, to HighGold shareholders in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 3(a)(10) of the Securities Act.

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

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

On July 30, 2024, the Company commenced a surface drilling campaign at the Johnson Tract property, which was expected to last approximately three months.

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

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

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

On September 9, 2024, the Company announced that it had completed approximately 1,500 meters (5,000 ft.) of the planned 2024 surface drilling program at the Johnson Tract project, which remains on budget and schedule.

During 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.

In May of 2025, the Company completed a Technical Report Summary (“TRS”) on the Johnson Tract Project.

The TRS summarizes the results of an Initial Assessment (“IA”) as of May 12, 2025 of the potential viability for a seven-year life of mine (“LOM”), underground mining operation, utilizing the same direct ship ore (“DSO”) approach as the Manh Choh mine.

IA HIGHLIGHTS:

• Pre-tax net present value discounted at 5% (“NPV5”) of $359.0 million

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

• Post-tax NPV5 of $224.5 million with a post-tax IRR of 30.2%

• Seven-year LOM

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

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

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

• All-in sustaining Costs (“AISC”) estimated at $860 per GEO sold

• Non-discounted payback period 1.3 years

Lucky Shot Project

The Lucky Shot project remains in care and maintenance.

Avidian Alaska Acquisition

On May 1, 2024, the Company entered into a stock purchase agreement with Avidian Gold Corp.

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

As contemplated by the stock purchase agreement entered into with Avidian, the initial purchase price of $2,063,539 consisted of (i) $400,000 in cash (the “Cash Consideration”) and (ii) $1,663,539 in shares of Contango common stock, with $207,945 of such shares withheld at closing and to be paid only upon settlement of a withholding contingency (the “Equity Consideration”).

The Cash Consideration shall

be paid in the following tranches:

(i) a deposit of $50,000 (paid), (ii) $150,000 to be paid upon settlement of a withholding contingency and (iii) $200,000 to be paid on or before the six-month anniversary of the transaction closing date.

In November 2025, 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.

The Company started reporting assay results 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, with an objective of targeting to produce 40,000 to 50,000 ounces of gold per year using the Direct Shipping Ore (DSO) approach, assuming positive exploration success.

The Company expects to complete the feasibility study in the first half of 2027 and make a production decision in 2027.

Underwritten Offering

On June 12, 2024, the Company completed the issuance of 731,750 units at a price of $20.50 per unit (the “July 2024 Units”) for aggregate gross proceeds of $15,000,875.

Each July 2024 Unit consisted of one share of the Company’s common stock and one-half of one warrant to purchase one share of common stock (each whole common share purchase warrant, a “July 2024 Warrant”).

Each July 2024 Warrant is exercisable to purchase one share of common stock at an exercise price of $26.00 per warrant for a period of 36 months.

Committee for Safe Communities Complaint

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

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

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

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

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

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

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

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

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

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

The Order further lifted the stay of discovery.

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

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

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

Village of Dot Lake Complaint

On July 1, 2024, the Village of Dot Lake, a federally recognized Indian Tribe, located approximately 50 miles from the Manh Choh mine on the ore haul route along the Alaska Highway ("Dot Lake"), filed a Complaint in the U.S.

District Court for the District of Alaska against U.S.

Army Corps of Engineers (the "Corps") and Lt.

General Scott A.

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

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

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

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

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

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.

On February 12, 2026, the Company entered into an underwriting agreement with Canaccord Genuity LLC as representative of the several underwriters named therein, relating to an underwritten public offering to two institutional investors of (i) 1,678,206 shares of the Company’s common stock, $0.01 par value, at a public offering price of $24.96 per share and (ii) a pre-funded warrant to purchase up to 325,000 shares of the Company’s common stock at a purchase price of $24.95 per share with an exercise price of $0.01 per share.

The Company received approximately $47.2 million in net proceeds after deducting underwriting discounts and commissions.

As of December 31, 2025, no pre-funded warrants had been exercised.

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.

Results of Operations

Claim Rentals Expense.

Claim rental expense primarily consists of State of Alaska rental payments and annual labor payments.

The Company recognized claim rental expense of $0.6 million for the fiscal year ended December 31, 2024 compared to $0.3 million for the six months ended December 31, 2023 and $0.5 million for the fiscal year ended June 30, 2023 .

Claim rental expense has remained consistent with a slight increase in the second half of 2024 as a result of the acquisitions of HighGold and Avidian Alaska.

Exploration Expense.

Exploration expense for the fiscal year ended December 31, 2024 was $4.1 million, compared to $1.8 million for the six months ended December 31, 2023 and $7.9 million for the fiscal year ended June 30, 2023.

The current period expense primarily relates to the 3,000 meter surface drilling exploration program at the Johnson Tract Property.

The exploration expense for fiscal year ended June 30, 2023 related to exploration activities on the Lucky Shot Property.

Exploration expense for the fiscal year ended December 31, 2025 was $5.8 million, compared to $4.1 million for the fiscal year ended December 31, 2024.

The current period expense primarily relates to the permitting process for the underground exploration drift;

baseline environmental work at the Johnson Tract Project, and the first phase of a 15,000 meter underground in-fill drilling program on the Lucky Shot Property.

The exploration expense for the fiscal year ended December 31, 2024 related to 3,000 meter surface drilling exploration program at the Johnson Tract Property.

General and Administrative Expense.

General and administrative expense for the fiscal year ended December 31, 2024 was $10.6 million compared to $6.8 million for the six months ended December 31, 2023 and $9.1 million for fiscal year ended June 30, 2023.

The Company’s general and administrative expense primarily relates to professional fees, payroll and benefit

related fees, insurance, severance costs, and stock-based compensation expense.

The stock-based compensation expense for the fiscal year ended December 31, 2024 was $2.6 million compared to $1.6 million for six months ended December 31, 2023 and $2.9 million for the fiscal year ended June 30, 2023.

The increase in general administrative expense for the fiscal year ended December 31, 2024 compared to the fiscal year ended June 30, 2023 primarily relates to the surety bond insurance requirements for the Manh Choh Project and the acquisition of HighGold.

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 fiscal year ended December 31, 2024 was $41.7 million, compared to a loss of $6.3 million for the six months ended December 31, 2023 and a loss of $21.1 million for fiscal year ended June 30, 2023.

The Peak Gold JV commenced production of Manh Choh ore at the Fort Knox milling facility in July 2024, which was the main factor in generating income in the 2024 period.

Pursuant to the terms of the A&R JV LLCA, the Company and KG Mining are required to jointly fund the joint venture operations in proportion to their membership interests in the Peak Gold JV to avoid dilution.

The Company invested $31.3 million in the Peak Gold JV during fiscal year ended December 31, 2024, $34.4 million during the six month period ended December 31, 2023 and $21.1 million during fiscal year ended June 30, 2023.

The Peak Gold JV issued cash distributions of $40.5 million for the fiscal year ended December 31, 2024.

No cash distributions were made in 2023.

General and administrative expense for the fiscal year ended December 31, 2025 was $13.1 million compared to $10.6 million for the fiscal year ended December 31, 2024 .

The Company’s general and administrative expense primarily relates to professional fees, payroll and benefit related fees, insurance, severance costs, and

stock-based compensation expense.

The stock-based compensation expense for the fiscal year ended December 31, 2025 was $3.4 million compared to $2.6 million for the fiscal year ended December 31, 2024.

The increase in general administrative expense is mainly driven by expenditures carried for marketing and investor relations, legal costs and professional fees, salaries and benefits and stock-based compensation.

Income from Equity Investment in the Peak Gold JV .

The income from the Company’s equity investment in the Peak Gold JV for the fiscal year ended December 31, 2025 was $88.6 million, compared to $41.7 million for the fiscal year ended December 31, 2024.

The Manh Choh Project commenced production in July 2024.

Interest Expense.

On May 17, 2023, the Company entered into a credit and guarantee agreement for a senior secured loan facility for up to $70 million (the "Credit Agreement").

On April 26, 2022 , the Company closed on a $20,000,000 unsecured convertible debenture to Queens Road Capital Investment, Limited.

In connection with the closing of the Credit Agreement, the Company entered into an amendment to the convertible debenture that raised the stated interest rate from 8% to 9%.

The debenture currently bears interest at 9% per annum, payable quarterly, with 7% paid in cash and 2% paid in shares of common stock of the Company (See Note 15 to our Consolidated Financial Statements for discussion on both debt arrangements).

For the fiscal year ended December 31, 2024, the interest expense was $11.7 million related to the Company’s cumulative $60.0 million draw-down on the Facility and the Queen's Road Capital Investment, Ltd.

For the fiscal year ended December 31, 2025, interest expense was $7.6 million related to the Company’s Facility and the Queen’s Road Capital Investment, Ltd.

Debenture (the “Debenture”).

The interest expense for the six months ended December 31, 2023 was $2.4 million and $2.0 million for the fiscal year ended June 30, 2023.The interest expense increased in fiscal year ended December 31, 2024 compared to prior periods due to the increase in overall debt balance.

Interest expense for the fiscal year ended December 31, 2024 was $11.7 million.

The interest expense decreased in fiscal year ended December 31, 2025 compared to the prior period due to the decrease in overall debt balance.

During the fiscal year ended December 31, 2025, the Company made $37.5 million in principal repayments on the Facility.

No principal repayments were made in the prior years.

During the fiscal year ended December 31, 2024, the Company made $7.9 million in principal repayments on the Facility.

See Note 14 - Debt.

For the fiscal year ended December 31, 2024, the gain on metal sales was $1.2 million related to excess ounces of gold that were purchased from the Peak Gold JV that were not delivered into the hedges and sold to the derivative counterparties.

There were no metal sales for the prior comparative periods.

Gain/(loss) on derivative contracts.

During the fiscal year ended December 31, 2024, the Company recorded an unrealized loss on derivative contracts for $34.3 million and a realized loss of $19.9 million as the Company delivered 21,661 ounces of gold into hedging agreements and in December 2024, the Company utilized the lower gold price and cash settled 16,200 ounces of gold with a January 31, 2025 settlement date at a price of approximately $2,650 per gold ounce.

As a result, the Company settled 37,861 ounces of gold related to the hedging agreements with 86,739 ounces of gold outstanding as of December 31, 2024.

During the six month period ended December 31, 2023 the Company had a unrealized loss on derivative contracts of $23.4 million and there was no realized gain or loss as no ounces of gold were delivered into the hedge agreements in that period.

The Company did not enter into any derivative contracts for fiscal year ended June 30, 2023.

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

The table below presents a reconciliation between the most comparable GAAP measure of total cost of sales to the non-GAAP measures of Cash Cost on a By-product Basis for the Peak Gold JV operations (Manh Choh) for the twelve months ended December 31, 2024.

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

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

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

Gain on Metal Sales.

For the fiscal year ended December 31, 2025 and 2024, the gain on metal sales was $5.3 million and $1.2 million, respectively.

This 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.

During the fiscal year ended December 31, 2025, a total of 57,828 ounces were sold with an average spot price of $3,400 compared to 19,664 ounces with an average spot price of $2,566 for the fiscal year ended December 31, 2024.

Loss on Derivative Contracts.

Loss on derivative contracts for the fiscal year ended December 31, 2025 was comprised of unrealized and realized loss of $46.0 million and $63.1 million, respectively, compared to $34.3 million and $19.9 million, respectively, for the fiscal year ended December 31, 2024.

The variance was generated from the valuation of the derivative contracts which was affected by the increase of the spot price on sales realized in the period and the corresponding impact in the forward curves used to value and the derivative contracts outstanding at the end of the year.

The Company delivered 43,739 gold ounces into the derivative contracts for the fiscal year ended December 31, 2025 while delivering 37,861 gold ounces into the derivative contracts for the fiscal year ended December 31, 2024.

Interest and Other Income.

For the fiscal year ended December 31, 2025 and 2024, interest and other income was $1.8 million and $0.5 million, respectively.

The overall increase during the fiscal year ended December 31, 2025 is due to the excess cash generated from financings that was invested in money market funds.

Gain/(loss) on Marketable Securities.

The gain on marketable securities for the fiscal year ended December 31, 2025 was $4.7 million, compared to a loss of $0.2 million for the fiscal year ended December 31, 2024.

The Company generated a gain during the fiscal year ended December 31, 2025 as a result of a realized gain of $0.7 million due to the sale of 1,000,000 of Onyx's shares and an unrealized gain of $4.0 million due to the increase in Onyx's share price.

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

The table below presents a reconciliation between the most comparable GAAP measure of total cost of sales to the non-GAAP measures of (i) Cash Cost on a By-product Basis and (ii) AISC on o By-product Basis for the Peak Gold JV operations (Manh Choh) for the fiscal years ended December 31, 2025 and 2024.

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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a by‐product.

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

Cash Cost on a By-product Basis, per Ounce allows us to benchmark the performance of the

Peak Gold JV versus those of our competitors.

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

Cash Costs on a By-product Basis, per Ounce for the Peak Gold JV on a 100% basis is calculated by adjusting production cost of sales, as reported on the consolidated statements of operations and dividing the number of ounces of gold sold, as follows:

Cash Cost on a By-Product Basis, Per Ounce

Fiscal Year Ended

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 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 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 sold and AISC on a By-product Basis, per Ounce sold for the Peak Gold JV on a 100% basis are calculated by adjusting production cost of sales, as reported on the consolidated statements of operations, as follows:

Year Ended December 31,

Cash Cost on a By-Product Basis:

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Depreciation, depletion and amortization

Divided by gold ounces sold

Cash Cost on a By-product Basis, per Ounce

In addition, the Peak Gold JV incurred sustaining capital and reclamation expenditures totaling $250,000 during the fiscal year ended December 31, 2024.

Sustaining capital

Sustaining capital - PPE

Exploration costs

Reclamation and other costs

JV Partner operator management fee

AISC on a By-Product basis

Divided by ounces sold

Cash Cost on a By-product Basis, per Ounce Sold

AISC on a By-product Basis, per Ounce Sold

Liquidity and Capital Resources

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

The Company’s sources of cash have been from common stock offerings, the issuance of the Debenture, distributions from the equity investment and the proceeds from the Facility (see Note 7 - Stockholders' Equity (Deficit) and Note 14 - Debt, for a discussion of the recent activity).

The JV Management Committee approved a significant budget to complete the required development to start the operations of the Manh Choh mine, which began production early in the third quarter of 2024 and production has continued to be on schedule.

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

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

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

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

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

The Company’s sources of cash have been from common stock offerings, the issuance of the Debenture, distributions from the Peak Gold JV and the proceeds from the Facility (see Note 10 - Investment in the Peak Gold JV, Note 7 - Stockholders' Equity and Note 14 - Debt, for a discussion of the recent activity).

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

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

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

The Company received two additional cash distributions totaling $21.0 million in the fourth quarter of 2024.

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

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

Failure to pay current debt obligations will result in an event of default and the Company's debt would be due immediately or callable (See Note 14).

In 2025, the Company received cash distributions totaling $102.0 million.

Although there can be no guarantee that the Peak Gold JV will continue to make distributions to the Company, the Company believes that distributions are probable and that it will maintain sufficient liquidity to meet its working capital requirements, including repayment obligations of approximately $4.0 million on the Facility and delivery into its hedge contracts, for the next twelve months from the date of this report.

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.

See Note 19 - Subsequent Events to our financial statements.

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

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

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

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

Accordingly, these derivative contracts are mark-to-market and any changes in the estimated values of derivative contracts held at the balance sheet date are recognized in loss on derivative contracts in the Consolidated Statements of Operations.

Realized gains or losses on derivative contracts will be recognized in Loss on derivative contracts in the Consolidated Statements of Operations.

Recently Issued Accounting Pronouncements.

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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 5. Market for Registrant’s Common Equity