What changed in this filing

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Item 9A. Controls and Procedures

2026-03-16 compared with 2025-03-17 · 463 added, 595 removed, 741 unchanged (59% of the section changed)

2 unchanged sentences

As required by Rule 13a-15(b) of the Exchange Act, under the supervision and with the participation of our management, including our President and Chief Executive Officer and Chief Financial and Accounting Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2025.

Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Based on that evaluation, management concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025 at the reasonable assurance level.

2 unchanged sentences

Our internal control system was designed to provide reasonable assurance to our management and the Board regarding the preparation and fair presentation of published financial statements.

As of December 31, 2024, under the supervision and with the participation of the Company’s management, including the President and Chief Executive Officer and Chief Financial and Accounting Officer, the Company conducted an evaluation of the effectiveness of its internal control over

financial reporting based on the framework in 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As of December 31, 2025, under the supervision and with the participation of the Company’s management, including the President and Chief Executive Officer and Chief Financial and Accounting Officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the Company’s evaluation under the framework in 2013 Internal Control-Integrated Framework, the Company’s management concluded that its internal control over financial reporting was effective as of December 31, 2025.

4 unchanged sentences

We may make changes in our internal control procedures from time to time in the future.

This Annual Report on Form 10-K does not include an attestation report from Moss Adams LLP, the Company’s independent registered public accounting firm, regarding internal control over financial reporting.

Management’s report was not subject to attestation by Moss Adams, LLP, pursuant to SEC rules that permit the Company to provide only management’s report in this Annual Report on Form 10-K.

This Annual Report on Form 10-K does not include an attestation report from Baker Tilly US, LLP, the Company’s independent registered public accounting firm, regarding internal control over financial reporting.

Management’s report was not subject to attestation by Baker Tilly US, LLP, pursuant to SEC rules that permit the Company to provide only management’s report in this Annual Report on Form 10-K.

OTHER INFORMATION

29 unchanged sentences

Filed Here Within

Purchase Agreement, dated as of September 29, 2020, by and among CORE Alaska, LLC, Contango ORE, Inc.

and Skip Sub, Inc.

Arrangement Agreement, dated as of May 1, 2024, by and among the Company, Contango Mining Canada Inc., and HighGold Mining Inc.

Arrangement Agreement, dated as of December 7, 2025, by and among Contango ORE, Inc., 1566004 B.C.

and Dolly Varden Silver Corporation

Certificate of Incorporation of Contango ORE, Inc.

7 unchanged sentences

Form of Indenture

Form of Registration Rights Agreement dated as of December 23, 2022.

Form of Registration Rights Agreement dated as of January 19, 2023.

Description of Securities

Contribution Agreement, dated as of November 1, 2010, between Contango Oil & Gas Company and Contango ORE, Inc.

Separation and Distribution Agreement, dated as of September 29, 2020, by and among Peak Gold, LLC, Contango Minerals Alaska, LLC, Contango ORE, Inc., CORE Alaska, LLC, Royal Gold, Inc.

and Royal Alaska, LLC.

Option to Purchase State Mining Claims, dated as of September 29, 2020, by and between Contango Minerals Alaska, LLC and Peak Gold, LLC.

Master Agreement, by and between Contango ORE, Inc.

and Royal Gold, Inc..

dated September 29, 2014.

Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC, dated as of October 1, 2020, by and between CORE Alaska, LLC and Skip Sub, Inc.

Incorporated by Reference

Filed Here Within

Membership Interest Purchase and Sale Agreement dated as of August 24, 2021, by and between the Company and CRH Funding II Pte.

Secured Promissory Note dated as of August 24, 2021, by the Company to the order of CRH Funding II Pte.

Pledge Agreement dated as of August 24, 2021, by the Company in favor of CRH Funding II Pte.

Investment Agreement, dated April 9, 2022, by and between the Company and QRC.

Form of Investor Rights Agreement.

Form of Subscription Agreement dated as of December 23, 2022.

Form of Warrant dated as of December 23, 2022.

Form of Subscription Agreement dated as of January 19, 2023.

Form of Warrant dated as of January 19, 2023.

Form of Restricted Stock Award Agreement.

Form of Pre-Funded Warrant.

Credit and Guarantee Agreement, dated May 17, 2023, by and among the Borrower, the Guarantors, each of the lenders party hereto from time to time, the administrative agent and the collateral agent.

2 unchanged sentences

Amendment No.

2 to the Credit and Guarantee Agreement, dated August 15, 2023, by and among the Borrower, the Guarantors, each of the lenders party hereto from time to time, the administrative agent and the collateral agent.

2 to the Credit and Guarantee Agreement, dated August 15, 2023, by and among the Borrower, the Guarantors, each of the lenders party

Incorporated by Reference

Filed Here Within

hereto from time to time, the administrative agent and the collateral agent.

Amendment No.

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3 and Amendment No.

7 to Credit and Guarantee Agreement, among Core Alaska, LLC,

Incorporated by Reference

Filed Here Within

Contango Ore, Inc.

7 to Credit and Guarantee Agreement, among Core Alaska, LLC, Contango Ore, Inc.

Alaska Gold Torrent, LLC, Contango Minerals Alaska, LLC, ING Capital LLC.

8 unchanged sentences

and ING Capital LLC.

Amendment No.

11 to Credit and Guarantee Agreement, dated February 17, 2025, among CORE Alaska, LLC, Contango Ore, Inc., Contango Lucky Shot Alaska, LLC, Contango Minerals Alaska, LLC, Contango Mining Canada, Inc.

and ING Capital LLC.

Amendment No.

12 to Credit and Guarantee Agreement, dated September 19, 2025, among CORE Alaska, LLC, Contango Ore, Inc., Contango Lucky Shot Alaska, LLC, Contango Minerals Alaska, LLC, Contango Mining Canada, Inc.

and ING Capital LLC.

ISDA Master Agreement, dated May 17, 2023, between ING and Core Alaska.

Incorporated by Reference

Filed Here Within

ISDA Master Agreement, dated May 17, 2023, between Macquarie and Core Alaska.

5 unchanged sentences

2023 Omnibus Incentive Plan.

Retention Agreement dated February 6, 2019 between Contango ORE, Inc.

and Brad Juneau.

Form of Amendment to Retention Agreement, between Contango ORE, Inc.

and each officer or employee party thereto.

Employment Agreement, dated July 11, 2023 between Michael Clark and the Company.

Employment Agreement, dated September 16, 2024, between Rick Van Nieuwenhuyse and Contango Ore, Inc.

Form of Restricted Stock Award Agreement.

Code of Ethics.

2 unchanged sentences

List of Subsidiaries.

Consent of Moss Adams LLP, Independent Registered Public Accounting Firm.

Consent of Moss Adams LLP, Independent Auditor for the Audited Financial Statements of Peak Gold, LLC as of December 31, 2024.

Consent of Baker Tilly US, LLP, Independent Registered Public Accounting Firm.

Consent of Baker Tilly US, LLP, Independent Auditor for the Audited Financial Statements of Peak Gold, LLC as of December 31, 2025.

Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14.

Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14.

Incorporated by Reference

Filed Here Within

Certification of Principal Executive Officer pursuant to 18 U.S.C.

Certification of Principal Financial Officer pursuant to 18 U.S.C.

Mine Safety Disclosures

Technical Report Summary, dated May 12, 2023 on the Manh Choh Project

Technical Report Summary, dated May 26, 2023 on the Lucky Shot Project.

Technical Report Summary, effective May 12, 2025, as amended on January 12, 2026.

Policy Regarding the Mandatory Recovery of Compensation.

Original Schedule of Gold Properties (Excluding Tetlin Lease).

7 unchanged sentences

Schedule of Shamrock Claims.

Voting Agreement, dated as September 29, 2014, between Royal Gold, Inc.

and the stockholders thereto.

Audited Financial Statements of Peak Gold, LLC as of December 31, 2025.

Incorporated by Reference

Filed Here Within

Financial statements from the Company’s annual report on Form 10-K for the period ended December 31, 2025, formatted in Inline XBRL:

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March 16, 2026

/s/ JOSEPH COMPOFELICE

/s/ MIKE CINNAMOND

March 16, 2026

JOSEPH COMPOFELICE

/s/ CURTIS FREEMAN

MIKE CINNAMOND

/s/ CLYNT NAUMAN

March 16, 2026

CURTIS FREEMAN

/s/ RICHARD SHORTZ

5 unchanged sentences

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (Moss Adams LLP, Houston, Texas, PCAOB ID:

Report of Independent Registered Public Accounting Firm (Baker Tilly US, LLP, Houston, Texas, PCAOB ID:

Consolidated Balance Sheets

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We have audited the accompanying consolidated balance sheets of Contango Ore, Inc.

and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the year ended December 31, 2024, for the six-month period ended December 31, 2023, and for the year ended June 30, 2023 and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for the year ended December 31, 2024, for the six-month period ended December 31, 2023, and for the year ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

(the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

13 unchanged sentences

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Moss Adams LLP

/s/ Baker Tilly US, LLP

Houston, Texas

3 unchanged sentences

CONSOLIDATED B ALANCE SHEETS

December 31, 2025

December 31, 2024

CURRENT ASSETS:

Cash and cash equivalents

Restricted cash

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LONG-TERM ASSETS:

Investment in Peak Gold, LLC (NOTE 10)

Investment in Peak Gold, LLC

Property & equipment, net

Commitment fee

Marketable securities

Total long-term assets

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

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Accrued liabilities

Advance royalty reimbursement

Royalty reimbursement advance

Derivative contract liability

2 unchanged sentences

NON-CURRENT LIABILITIES:

Advance royalty reimbursement

Royalty reimbursement advance

Asset retirement obligations

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TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES (NOTE 12)

STOCKHOLDERS’ EQUITY (DEFICIT):

COMMITMENTS AND CONTINGENCIES (NOTES 8 and 12)

STOCKHOLDERS’ EQUITY:

Preferred Stock, 15,000,000 shares authorized

3 unchanged sentences

Additional paid-in capital

Treasury stock at cost ( 2,480 shares at December 31, 2024, and 2,480 shares at December 31, 2023)

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

and 2,480 shares at December 31, 2024)

Accumulated deficit

1 unchanged sentence

( 177,072,137

STOCKHOLDERS’ EQUITY (DEFICIT)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

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

2 unchanged sentences

Fiscal Year Ended December 31,

Six Months Ended December 31,

Fiscal Year Ended June 30,

Fiscal Year Ended December 31,

Claim rental expense

2 unchanged sentences

Accretion expense

Impairment from loss, net of recovery

General and administrative expense

Total expenses

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

Total income/(expense) from operations

Income from equity investment in Peak Gold, LLC

Total income from operations

OTHER INCOME/(EXPENSE):

Interest income

Insurance recoveries

Interest expense

Gain/(loss) on derivative contracts

Gain/(loss) on spot metal sales

Unrealized gain/(loss) on marketable securities

Interest and other income

Interest and finance expense

Loss on derivative contracts

( 109,108,194

Gain on metal sales

Gain/(loss) on marketable securities

Total other income/(expense)

(Loss)/income before income taxes

Income tax benefit/(expense)

( 104,860,069

Loss before income taxes

Income tax (expense) / benefit

LOSS PER SHARE

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CONSOLIDATED STAT EMENTS OF CASH FLOWS

Fiscal Year Ended December 31

Six Months Ended December 31,

Fiscal Year Ended

Year Ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

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

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

Stock-based compensation

2 unchanged sentences

Non-cash portion for lease expense

Impairment expense

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

Equity earnings from investment in Peak Gold, LLC

Cash distribution from Peak Gold, LLC

Unrealized loss from derivative contracts

Unrealized loss from marketable securities

Drawdown of Silver Royalty

Unrealized (gain)/loss from marketable securities

Realized gain from marketable securities

Interest expense paid in stock

Deferred tax benefit

Change in the fair value of contingent consideration

Amortization of debt discount and debt issuance fees

Drawdown of silver royalty

Deferred tax expense/(benefit)

Changes in operating assets and liabilities:

Decrease (increase) in prepaid expenses and other

Increase (decrease) in accounts payable and other accrued liabilities

Increase in income taxes receivable

Net cash provided by (used) in operating activities

(Increase)/decrease in prepaid expenses and other

Increase/(decrease) in accounts payable and accrued liabilities

Decrease/(increase) in income taxes receivable

Net cash provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Cash invested in Peak Gold, LLC

Acquisition of HighGold Mining Inc.

and Avidian Gold Corp., net of cash acquired

Acquisition of other assets

Net cash used in investing activities

Proceeds from the sale of marketable securities

Cash consideration paid for Avidian Alaska Acquisition

Acquisition of property and equipment

Net cash provided by/(used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Cash paid for shares withheld from employees for payroll tax withholding

Cash proceeds from warrant exercise

Cash proceeds from debt

1 unchanged sentence

Cash proceeds from common stock and warrant issuance, net

Shares repurchased for tax withholdings on share-based awards

Debt issuance costs

Net cash provided by financing activities

NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH

CASH AND RESTRICTED CASH, BEGINNING OF PERIOD

CASH AND RESTRICTED CASH, END OF PERIOD

NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR

Supplemental disclosure of cash flow information

Cash paid for:

Total income tax paid, net of received

Interest expense

2 unchanged sentences

Shares issued for acquisitions

Change in estimate in contingent consideration liability

Capitalized deferred acquisition costs

Consideration payable for Avidian acquisition

6 unchanged sentences

Equity (Deficit)

Balance at June 30, 2022

Stock-based compensation

Restricted shares activity

Common stock issuance

Cost of common stock issuance

Treasury shares issued in common stock issuance

Warrant modification

Fair value of warrants issued with common stock

Treasury shares issued for convertible note interest payment

Treasury shares withheld for employee taxes

Balance at June 30, 2023

Balance at December 31, 2023

( 139,041,846

Stock-based compensation

Restricted shares activity

Restricted shares grants

Common stock issuance

Cost of common stock issuance

Stock issued for convertible note interest payment

Treasury shares withheld for employee taxes

Issuance of common stock from acquisitions

Issuance of warrants

Shares issued for convertible debt interest payment

Balance at December 31, 2024

1 unchanged sentence

Stock-based compensation

Restricted shares activity

Restricted shares grants

Common stock issuance

Cost of common stock issuance

Issuance of common stock from acquisitions

Stock issued for convertible note interest payment

Common stock issuance for acquisitions

Shares repurchased for tax withholdings on share-based awards

Shares issued for convertible debt interest payment

Balance at December 31, 2025

13 unchanged sentences

After the consummation of the Kinross Transactions, CORE Alaska retained a 30 % membership interest in the Peak Gold JV.

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

KG Mining now holds a 70 % membership interest in the Peak Gold JV and KG Mining serves as the manager of the Peak Gold JV, which operates the Manh Choh (as defined below) mines.

The Company conducts its business through the below primary means:

6 unchanged sentences

• its wholly-owned subsidiary, Avidian Gold Alaska Inc., an Alaskan corporation (“Avidian Alaska”), which separately controls the mineral rights to approximately 15,260 acres of State of Alaska mining claims and upland mining leases for exploration, including (i) approximately 1,030 (the "Amanita NE Property") acres located in the Fairbanks Mining District approximately three miles east of the Fort Knox Gold Mine and 20 miles north of Fairbanks, Alaska, and (ii) approximately 10,850 acres (the "Golden Zone Property") located in the Valdez Creek Mining District on the eastern edge of the Alaska Range, located approximately 150 miles southwest of Fairbanks, Alaska, along the George Parks Highway;

and which leases for exploration the mineral rights to approximately 3,380 acres of State of Alaska mining claims, leasehold locations and an upland mining lease, located in the Fairbanks Mining District approximately five miles southwest of the Fort Knox Gold Mine and about 10 miles north of Fairbanks, Alaska (the “Amanita Property, and together with the Amanita NE Property and the Golden Zone Property, collectively the “Avidian Properties”).

and (iii) which leases for exploration the mineral rights to approximately 3,380 acres of State of Alaska mining claims, leasehold locations and an upland mining lease, located in the Fairbanks Mining District approximately five miles southwest of the Fort Knox Gold Mine and about 10 miles north of Fairbanks, Alaska (the “Amanita Property, and together with the Amanita NE Property and the Golden Zone Property, collectively the “Avidian Properties”).

The Johnson Tract Project, Lucky Shot Property, Minerals Property and Avidian Properties are collectively referred to in these Notes to the Consolidated Financial Statements as the “Contango Properties”.

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

On November 14 2023, the Company’s board of directors approved a change in the Company’s fiscal year end from June 30 to December 31, effective as of December 31, 2023.

This decision was made to better align the Company's reporting period with the Peak Gold JV and its peer companies.

As a result, the Company issued a Form 10-K transition report which included financial information for the transition period from July 1, 2023, through December 31, 2023.

In the Transition Report on Form 10-K (“Transition Report”), we included financial results for the six months ended December 31, 2023, which were audited, compared to the financial results for the six months ended December 31, 2022, which are unaudited.

The Company has been involved, directly and through the Peak Gold JV, in exploration on the Manh Choh Project since 2010, which has resulted in identifying two mineral deposits (Main and North Manh Choh) and several other gold, silver, and copper prospects.

The other 70.0 % membership interest in the Peak Gold JV is owned by KG Mining.

Kinross is a large gold producer with a diverse global portfolio and extensive operating experience in Alaska.

The Company has been involved, directly and through the Peak Gold JV ( 30 % membership interest), in exploration on the Manh Choh Project since 2010, which has resulted in identifying two mineral deposits (Main and North Manh Choh) and several other gold, silver, and copper prospects.

The Peak Gold JV is mining ore from the Main and North Manh Choh deposits and processing the ore at the existing Fort Knox mining and milling complex located approximately 240 miles (400 kilometers) away.

1 unchanged sentence

Peak Gold JV has also entered into a contract with Kiewit Mining Group to provide contract mining and site preparation work at the Manh Choh Project.

The Peak Gold JV is charged a toll for using the Fort Knox facilities pursuant to a toll milling agreement by and between the Peak Gold JV and Fairbanks Gold Mining, Inc., which was entered into and became effective on April 14, 2023.

Kinross released a combined feasibility study for the Fort Knox mill and the Peak Gold JV in July 2022.

Also, in July 2022, Kinross announced that its board of directors (the “Kinross Board”) made a decision to proceed with development of the Manh Choh Project.

Effective December 31, 2022, CORE Alaska, LLC, a wholly-owned subsidiary of the Company (“CORE Alaska”), KG Mining, and the Peak Gold JV executed the First Amendment to the Amended and Restated Limited Liability Company Agreement of the Peak Gold JV (as amended, the “A&R JV LLCA”).

The First Amendment to the A&R JV LLCA provides that, beginning in 2023, the Company may fund its quarterly scheduled cash calls on a monthly basis.

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

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

As of December 31, 2024, the Company has funded $ 78.6 million towards the cash calls and no future cash calls are anticipated.

The Peak Gold JV is charged a toll for using the Fort Knox facilities pursuant to a toll milling agreement by and between the Peak Gold JV and Fairbanks Gold Mining, Inc., an affiliate of Kinross, which was entered into and became effective on April 14, 2023.

As of December 31, 2025 and 2024, the Company has funded $ 78.6 million towards the cash calls and no future cash calls are anticipated.

Basis of Presentation

1 unchanged sentence

These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

The Company has reclassified the presentation of the “Income/(loss) from equity investment in Peak Gold, LLC” in its Statements of Operations for the fiscal year ended December 31, 2024, six months ended December 31, 2023 and fiscal year ended June 30, 2023.

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

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

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

There are no anticipated future cash calls going forward from the Peak Gold JV as operations commenced in July 2024 which has allowed the Peak Gold JV to operate from the cash flows generated from its operations.

The 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 delivered its planned production this year.

The entire $ 31.3 million of capital calls for 2024, necessary for the Peak Gold JV to reach production have already been funded by the Company as of December 31, 2024.

The $ 31.3 million of capital calls

were funded by the Facility.

The Company received its first distribution of $ 19.5 million in September 2024 and further distributions totaling $ 21.0 million in the fourth quarter of 2024 relating to production at Manh Choh.

As of December 31, 2025, the Company has working capital deficit balance of $ 8.0 million, which includes $ 66.5 million connected with the fair value of the current maturities of the hedges.

During the fiscal year ended December 31, 2025, the Company generated $ 25.7 million from operating activities and increased its cash by $ 44.6 million.

There are no anticipated future cash calls going forward from the Peak Gold JV.

Operations commenced in July 2024 which has allowed the Peak Gold JV to operate from the cash flows generated from its operations and has resulted in excess cash for distributions.

The Company received from the Peak Gold JV $ 40.5 million in cash distributions in 2024 and $ 102.0 million in cash distributions in 2025, relating to production at Manh Choh.

In total, the Company has received $ 142.5 million in cash distributions from the Peak Gold JV since commencing the processing of Manh Choh ore in July 2024.

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

The Company believes that distributions are probable and with its cash on hand it will maintain sufficient liquidity to meet its working capital requirements, including repayment obligations of approximately $ 42.6 million on the Facility, for the next twelve months from the date of this report.

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

The Company made principal payments towards the Facility of $ 7.9 million in 2024.

The Company made a principal payment towards the Facility of $ 13.8 million in January 2025, reducing the principal balance of the Facility to $ 38.3 million.

The Company amended the Facility to defer $ 10.6 million of principal repayments into the first half of 2027 and extend the maturity date of the Facility from December 31, 2026 to June 30, 2027 .

All other key terms of the Facility, including the interest rate, remain the same (See Note 18).

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.

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

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

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

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

The Company believes that distributions are probable.

During 2025, the Company completed capital raises for net proceeds totaling $ 9.6 million and $ 47.0 million through its ATM offering and Underwritten offering, respectively (See Note 7 - Stockholders' Equity).

The Company made principal payments on the Facility of $ 7.9 million in 2024 and $ 37.5 million in 2025.

Subsequent to year end, the Company completed a capital raise for net proceeds totaling $ 47.2 million through an underwritten offering (See Note 19 - Subsequent Events).

The Company believes it will maintain sufficient liquidity generated from cash flows from operations, and if necessary, cash from equity issuances.

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

The Company cannot be certain that financing will be available on acceptable terms, if at all, and that it will maintain sufficient liquidity to meet its working capital requirements, including repayment of obligations of approximately $ 4.0 million on the Facility, as defined i n Note 14 - Debt, and delivery into its hedge contracts, for the twelve consecutive months subsequent to the date of this report.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are described below.

Cash consists of all cash balances and highly liquid investments with an original maturity of three months or less.

Cash and cash equivalents .

Cash and cash equivalents consists of all cash balances and highly liquid investments with an original maturity of three months or less.

Because of the short maturity of these investments, the carrying amounts approximate their fair value.

All cash is held in cash deposit accounts as of December 31, 2025 and December 31, 2024.

At certain times, amounts on deposit may exceed federal deposit insurance limits.

As of December 31, 2025 and December 31, 2024 the Company had $ 0.1 million and $ 0.3 million, respectively, of restricted cash which is held as collateral for its bank-issued Company credit cards.

10 unchanged sentences

The fair value of each restricted stock award is equal to the Company’s stock price on the date the award is granted.

The Company recognizes forfeitures when incurred.

Income Taxes .

3 unchanged sentences

The Company’s consolidated financial statements include the investment in the Peak Gold JV, which is accounted for under the equity method.

The Company re-evaluates the classification at each balance sheet date and when events or changes in circumstances indicate that there is a change in the Company’s ability to exercise significant influence.

The Company held a 30 % membership interest in the Peak Gold JV on December 31, 2025 and designated one of the three members of the JV Management Committee.

The Company initially recorded its investment at the historical cost of the assets contributed to the Peak Gold JV, which was approximately $ 1.4 million.

The cumulative contributions and historical cost of the assets and income from the Peak Gold JV exceeded the cash distributions as of December 31, 2024;

therefore, the Company recorded an investment in the Peak Gold JV of $ 60,523,622 .

For the fiscal year ended December 31, 2023 the Company recorded an investment in the Peak Gold JV of $ 28,064,405 .

As such, the Company has the ability to exercise significant influence over the Peak Gold JV’s operating and financial policies.

As of December 31, 2025, the Company recorded an investment in the Peak Gold JV of $ 47,108,733 , reflecting cumulative contributions, historical cost of the assets, income from the Peak Gold JV and cash distributions.

Under the equity method of accounting, the Company increases its investment for contributions made and its proportionate share of net earnings, and decreases its investment for distributions received.

Likewise, as of December 31, 2024 the Company recorded an investment in the Peak Gold JV of $ 60,523,622 .

The Company assesses its equity method investment for impairment when events or circumstances suggest that the carrying amount of the investment may be impaired.

The Company records an impairment charge in earnings when the decline in value below the carrying amount of its equity method investment is determined to be other than temporary.

Cash distributions from the Peak Gold JV.

The Company applies distributions received from the Peak Gold JV as a return on investment and are deducted from the carrying amount of the investment balance as permitted under ASC 323 - Investments - Equity Method and Joint Ventures.

The Company has elected the "Nature of the distribution approach" and the

distributions from the Peak Gold JV represents a return on investment as the distributions are generated from the regular course of business earning and will be presented under operating activities on the Statements of Cashflows.

The Company has elected the "Nature of the distribution approach" and the distributions from the Peak Gold JV represent a return on investment as the distributions are generated from the regular course of business earning and will be presented under operating activities on the Statements of Cash Flows.

The Peak Gold JV’s operations are significantly integral to the Company’s current business and ongoing operations and, thus, the Company’s equity share of the Peak Gold JV’s earnings are presented in income from operations.

Property & Equipment.

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If an asset is considered to be impaired, the loss recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

The Company recorded an impairment charge of $ 7,111 for the year ended June 30, 2023.

There were no impairment charges for the period ended December 31, 2024 and six month period ended December 31, 2023.

There were no impairment charges for the fiscal year ended December 31, 2025 and December 31, 2024.

Significant payments related to the acquisition of mineral properties, mining rights, and mineral leases are capitalized.

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

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

FASB ASC Topic 820 provides a framework for measuring fair value, establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to

the valuation of an asset or liability as of the measurement date and requires consideration of the counterparty’s creditworthiness when valuing certain assets.

The three levels are defined as follows:

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The Company reflects transfers between the three levels at the beginning of the reporting period in which the availability of observable inputs no longer justifies classification in the original level.

There were no transfers between fair value hierarchy levels for the fiscal year ended December 31, 2024, six months ended December 31, 2023 and fiscal year ended June 30, 2023.

There were no transfers between fair value hierarchy levels for the fiscal year ended December 31, 2025 and the fiscal year ended December 31, 2024.

Fair Value on a Recurring Basis

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

The Company's potential derivative financial instruments include features embedded within its convertible debenture with Queens Road Capital Investment, Limited (see Note 14).

These measurements were not material to the Consolidated Financial Statements.

• Derivative Hedges -The Company has entered into hedge agreements with delivery obligations of gold ounces.

The Company's potential derivative financial instruments include features embedded within its convertible debenture with QRC (see Note 14).

The Company evaluates convertible notes to determine if those contracts or embedded components of those contracts qualify as derivatives to be accounted for separately.

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are evaluated and accounted for separately.

The result of this accounting treatment is that the fair value of the embedded derivative is recorded as either an asset or a liability and marked-to-market each balance sheet date, with the change in fair value recorded in the statements of operations as other income or expense.

Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

The fair value of the embedded conversion features are estimated using several probability weighted binomial lattice models.

Estimating fair values of embedded conversion features is classified within Level 3 of the fair value hierarchy and requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors.

No derivative has been identified in connection with the conversion feature.

Measurements associated with certain redemption features (call and put options), contingent on a change-in-control event occurring have an immaterial value;

• Commodity Hedges - As discussed in Note 15, the Company has entered into hedge agreements with delivery obligations of gold ounces.

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

The derivative hedges are mark-to-market with changes in estimated value driven by forward commodity prices (see Note 15).

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

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

These measurements were not material to the Consolidated Financial Statements.

• Contingent Consideration - The Company will be obligated to pay additional consideration if production on the Lucky Shot Property meets two separate milestone payment thresholds.

The fair value of this contingent consideration is measured on a recurring basis, and is driven by the probability of reaching the milestone payment thresholds (See Note 12).

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

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

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

• Contingent Consideration - As discussed in Note 12, the Company will be obligated to pay CRH additional consideration if production on the Lucky Shot Property meets two separate milestone payment thresholds.

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

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

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

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Financial Assets

Derivative contract asset - current

Marketable securities - noncurrent

Financial Liabilities

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Financial Assets

Derivative contract asset - current

Marketable securities - noncurrent

Financial Liabilities

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Contingent consideration liability - noncurrent

The contingent consideration change in fair value compared to last year resulted from re-assessment of probabilities of reaching the milestone payment thresholds.

The increase has been recorded as an adjustment to the carrying amount of the mineral properties to which the original purchase price allocation was assigned.

Fair Value on a Nonrecurring Basis

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These assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments if events or changes in certain circumstances indicate that adjustments may be necessary.

No significant fair value adjustments were necessary in 2025 and 2024.

Business Combinations .

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Goodwill is not recognized in asset acquisitions.

Contingent consideration in asset acquisitions payable in the form of cash is recognized when payment becomes probable and reasonably estimable, unless the contingent consideration meets the definition of a derivative, in which case the amount becomes part of the asset acquisition cost when acquired.

Contingent consideration payable in the form of a fixed number of the Company’s own shares is measured at fair value as of the acquisition date and recognized when the issuance of the shares becomes probable.

Contingent consideration in asset acquisitions payable in the form of cash is recognized when the contingency is resolved and the consideration is paid or becomes payable.

Contingent consideration payable in the form of a fixed number of the Company’s own shares is measured at fair value as of the acquisition date and each reporting date.

Upon recognition of the contingent consideration payment, the amount is included in the cost of the acquired asset or group of assets.

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Convertible Debenture .

The Company accounts for its convertible debenture in accordance with ASC 470-20, Debt with Conversion and Other Options ("ASC 470-20"), which requires the liability and equity components of convertible debt to be separately accounted for in a manner that reflects the issuer's nonconvertible debt borrowing rate.

separately accounted for in a manner that reflects the issuer's nonconvertible debt borrowing rate.

Debt discount created by the bifurcation of embedded features in the convertible debenture are reflected as a reduction to the related debt liability.

The discount is amortized to interest expense over the term of the debt using the effective-interest method.

The convertible debenture is classified within Level 2 of the fair value hierarchy.

Derivative Asset for Embedded Conversion Features.

The Company evaluates convertible notes to determine if those contracts or embedded components of those contracts qualify as derivatives to be accounted for separately.

Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

The fair value of the embedded conversion features are estimated using several probability weighted binomial lattice models.

Risk Management Objective of Using Derivatives.

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The Company reviews, on an annual basis, unless otherwise deemed necessary, the reclamation obligation for each project in accordance with ASC guidance for asset retirement obligations.

As of December 31, 2024, the Company had asset retirement obligations related to its Lucky Shot project totaling $ 255,769 .

The asset retirement obligations related to Lucky Shot project was $ 246,227 as of December 31, 2023.

As of December 31, 2025 and 2024, the Company had asset retirement obligations related to its Lucky Shot project totaling $ 123,444 and $ 255,769 , respectively.

Accretion expense for the period ended December 31, 2025 was $ nil .

Accretion expense for the period ended December 31, 2024 was $ 9,542 .

The accretion expense for the six months ended December 31, 2023 and fiscal year ended June 30, 2023 were $ 6,284 and $ 11,860 , respectively.

Recently Issued Accounting Pronouncements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, amending reportable segment disclosure requirements to include disclosure of incremental segment information on an annual and interim basis.

Among the disclosure enhancements are new disclosures regarding significant segment expenses that are regularly provided to the chief operating decision-maker and included within each reported measure of segment profit or loss, as well as other segment items bridging segment revenue to each reported measure of segment profit or loss.

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, and are applied retrospectively.

The update had no material impact on our consolidated financial statements (See Note 17).

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

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

The Company adopted ASU 2023-09 as of January 1, 2025, and the corresponding impacts are reflected in Note 13 - Income Taxes.

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

Recently issued accounting pronouncements not yet effective.

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

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

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

The Company has not early adopted this standard.

The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a significant effect on the Company’s consolidated financial statements.

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The Company had prepaid expenses and other assets of $ 3,290,962 and $ 1,114,522 as of December 31, 2025 and December 31, 2024, respectively.

Current period and prior period prepaid and other assets primarily relate to prepaid claim rentals, surety bonds, and prepaid insurance.

The balances primarily relate to the annual State of Alaska mineral claims rentals, surety bonds, and prepaid insurance, as well as professional fees in connection with the merger with Dolly Varden (Note 12 - Commitments and Contingencies).

Net Loss Per Share

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

Fiscal Year Ended

Six Months Ended

Fiscal Year Ended

December 31, 2024

December 31, 2023

June 30, 2023

Fiscal Year Ended December 31,

Basic Net Loss per Share:

Net loss attributable to common stock

Weighted average shares for basic EPS

Effect of dilutive securities

Weighted average shares for diluted EPS

There were 100,000 options and 726,375 warrants outstanding as of December 31, 2024.

There were 100,000 options and 401,000 warrants outstanding as of December 31, 2023 and June 30, 2023.

The options and warrants were not included in the computation of diluted earnings per share for the fiscal year ended December 31, 2024, six months ended December 31, 2023 and fiscal year ended June 30, 2023 due to being anti-dilutive.

Stockholders ’ Equity (Deficit)

Diluted Net Loss per Share:

Net loss attributable to common stock

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

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

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

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

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

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

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

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

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

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

Warrants to purchase 678,875 shares of common stock of the Company were outstanding as of December 31, 2025.

Options and warrants to purchase 826,375 shares of common stock of the Company were outstanding as of December 31, 2024.

There were 380,730 and 436,863 restricted shares of common stock unvested as of December 31, 2025 and 2024, respectively.

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

Stockholders’ Equity

The Company has 45,000,000 shares of common stock authorized, and 15,000,000 authorized shares of preferred stock.

As of December 31, 2024, 12,228,479 shares of common stock were outstanding, including 436,863 shares of unvested restricted stock.

As of December 31, 2024, options and warrants to purchase 826,375 shares of common stock of the Company were outstanding.

As of December 31, 2025, a total of 14,966,449 shares of common stock were outstanding, including 380,730 shares of unvested restricted stock.

As of December 31, 2025, warrants to purchase 678,875 shares of common stock of the Company were outstanding.

No shares of preferred stock have been issued.

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The offer and sale of the common stock has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s registration statement on Form S-3.

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

sales made directly on or through the New York Stock Exchange or on any other existing trading market for the Company’s common stock.

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

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The Sales Agreement contains customary representations, warranties and agreements by the Company, customary indemnification obligations of the Company and the Agent against certain liabilities, including for liabilities under the Securities Act, and termination provisions.

The Company sold 87,815 shares for the fiscal year ended December 31, 2024, 52,915 shares for the six month period ended December 31, 2023 and 158,461 shares for the year ended June 30, 2023 of common stock pursuant to the Sales Agreement for net proceeds

of approximately $ 1.8 million, $ 1.1 million and $ 4.1 million respectively.

The Company sold 480,898 shares for the fiscal year ended December 31, 2025 and 87,815 shares for the fiscal year ended December 31, 2024 of common stock pursuant to the Sales Agreement for net proceeds of approximately $ 9.6 million and $ 1.8 million, respectively.

The balance remaining from the Sales Agreement as of December 31, 2025 is $ 23.0 million.

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The June 2024 Offering closed on June 12, 2024.

On July 24, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC and Freedom Capital Markets (collectively, the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 1,600,000 shares (the “Underwritten Shares”) of the Company’s common stock.

All of the Underwritten Shares were sold by the Company.

The offering price of the Underwritten Shares was $ 19.00 per share, and the Underwriters agreed to purchase the Underwritten Shares from the Company pursuant to the Underwriting Agreement at a price of $ 17.77 per share (the “Purchase Price”), which includes a 6.5 % Underwriters discount.

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

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

The Offering closed on July 26, 2023.

The Underwriting Agreement contained customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

January 2023 Private Placement

On January 19, 2023, the Company completed the issuance and sale of an aggregate of 117,500 shares (the “January 2023 Shares”) of the Company’s common stock, for $ 20.00 per share, and warrants (the “January 2023 Warrants”) entitling each purchaser to purchase shares of common stock for $ 25.00 per share (the “January 2023 Warrant Shares” and together with the January 2023 Shares and the January 2023 Warrants, the “January 2023 Securities”), in a private placement (the “January 2023 Private Placement”) to certain accredited investors (the “January 2023 Investors”) pursuant to Subscription Agreements (the “January 2023 Subscription Agreements”), dated as of January 19, 2023 between the Company and each of the January 2023 Investors.

The January 2023 Subscription Agreements include customary representations, warranties, and covenants by the January 2023 Investors and the Company.

Pursuant to the January 2023 Warrants between the Company and each of the January 2023 Investors, the January 2023 Warrants are exercisable, in full or in part, at any time until the second anniversary of their issuance, at an exercise price of $ 25.00 per share of common stock.

The January 2023 Warrants also provide for certain adjustments that may be made to the exercise price and the number of shares of common stock issuable upon exercise due to future corporate events or actions.

The January 2023 Warrants were classified within equity and the proceeds from the capital raise were allocated to the warrants based on their relative fair value.

The fair value of each of the January 2023 Warrants was estimated as of the date of grant using the Black-Scholes option-pricing model (Level 2 of the fair value hierarchy) with the following weighted average assumptions used:

(i) risk-free interest rate of 4.65 %;

(ii) expected life of 1 year;

(iii) expected volatility of 40.4 %;

and (iv) expected dividend yield of 0 %.

Petrie Partners Securities, LLC (“Petrie”) assisted the Company with the January 2023 Private Placement and received compensation equal to 3.25 % of the proceeds from the January 2023 Investors solicited by Petrie.

Net proceeds from the January 2023 Private Placement totaled approximately $ 2.3 million.

The January 2023 Securities sold were not registered under the Securities Act, but the January 2023 Shares and the January 2023 Warrant Shares are subject to a Registration Rights Agreement allowing the shares to be registered by the holders at a future date.

May 2023 Warrant Exercise

In May 2023, the Company offered the holders of its December 2022 Warrants and January 2023 Warrants with an original exercise price of $ 25.00 , (collectively, “the Original Warrants”) the opportunity to exercise those warrants at the reduced exercise price of $ 22.00 (the “Modified Warrants”) and receive shares of common stock, par value $ 0.01 per share of Contango ORE, Inc.

by paying the reduced exercise price in cash and surrendering the original warrants on or before May 9, 2023.

A total of 313,000 Original Warrants were exercised resulting in total cash to the Company of $ 6.9 million (the “Warrant Exercise Proceeds”) and the issuance of 313,000 shares of Company common stock upon such exercise.

Such shares of common stock were issued in reliance on an exemption from registration under the Securities Act, pursuant to Section 4(a)(2) thereof.

The bases for the availability of this exemption include the facts that the issuance was a private transaction which did not involve a public offering and the shares were offered and sold to a limited number of purchasers.

Proceeds from the exercise of the warrants were used for working capital purposes and for funding future obligations of the Company.

In connection with the accelerated exercise of the December 2022 Warrants and January 2023 Warrants, the Company agreed to issue new warrants to purchase shares of Company common stock at $ 30.00 per share to the exercising holders in the amount of the respective December 2022 Warrants and January 2023 Warrants that were exercised by such holders.

As a result, the Company has issued new warrants to purchase 313,000 shares of Company common stock (the “May 2023 Warrants”).

Consistent with the accounting guidance for modifications of a freestanding equity-classified warrant as a part of an equity offering, the Company recorded the excess in fair value of the modified warrants over the Original Warrants as an equity issuance cost, of approximately $ 383,000 .

The fair value of the modified warrants and the original warrants were calculated as of May 9, 2023 with the following weighted average assumptions used:

(i) risk-free interest rate of 4.81 %;

(ii) expected life of 1 year;

(iii) expected volatility of 42.5 %;

and (iv) expected dividend yield of 0 %.

The May 2023 Warrants were classified within equity and the proceeds from the capital raise were allocated to the May 2023 warrants based on their relative fair value.

The fair value of each of the May 2023 Warrants was estimated as of the date of grant using the Black-Scholes option-pricing model (Level 2 of the fair value hierarchy) with the following weighted average assumptions used:

(i) risk-free interest rate of 4.81 %;

(ii) expected life of 1.5 year;

(iii) expected volatility of 43.7 %;

and (iv) expected dividend yield of 0 %.

As of December 31, 2025, none of the warrants had been exercised.

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 approximately $ 50.0 million before deducting underwriting discounts and offering expenses of approximately $ 3.0 million.

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

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

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

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

As of December 31, 2025, none of the pre-funded warrants had been exercised.

See Note 19 - Subsequent Events.

HighGold Acquisition

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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”).

$ 0.01 per share (the “common stock”).

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

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

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

Consideration”).

The Cash Consideration shall be paid in the following tranches:

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

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

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

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

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

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

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

Property & Equipment

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Mineral properties

N/A - Units of Production

Not Depreciated

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Furniture & fixtures

Right of use asset

Accumulated depreciation and

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Property & Equipment, net

Investment in Peak Gold, LLC

Mineral properties include amounts for value beyond proved and probable reserves related to mines and exploration or pre-development interests acquired by the Company which are not depleted until the mineralized material they relate to is converted to proven and probable reserves.

Investment in Peak Gold JV

The Company recorded its initial investment at the historical book value of the assets contributed to the Peak Gold JV which was approximately $ 1.4 million.

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

As of December 31, 2025 and 2024, the Company has contributed approximately $ 106.2 million to the Peak Gold JV.

There were no contributions during the fiscal year ended December 31, 2025.

The following table is a roll-forward of our investment in the Peak Gold JV as of December 31, 2025:

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Investment balance at September 30, 2024

Investment in Peak Gold LLC

Distributions received from Peak Gold, LLC

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Investment balance at December 31, 2024

Distributions received from Peak Gold, LLC

Income from equity investment in Peak Gold, LLC

Investment balance at March 31, 2025

Distributions received from Peak Gold, LLC

Income from equity investment in Peak Gold, LLC

Investment balance at June 30, 2025

Distributions received from Peak Gold, LLC

Income from equity investment in Peak Gold, LLC

Investment balance at September 30, 2025

Distributions received from Peak Gold, LLC

Income from equity investment in Peak Gold, LLC

Investment balance at December 31, 2025

The following table presents the condensed balance sheets for the Peak Gold JV as of December 31, 2025 and December 31, 2024 in accordance with US GAAP:

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TOTAL LIABILITIES AND MEMBERS’ EQUITY

The following table presents the condensed results of operations for the Peak Gold JV for the fiscal year ended December 31, 2024, the six month period ended December 31, 2023 and the fiscal year ended June 30, 2023 in accordance with US GAAP:

The following table presents the condensed results of operations for the Peak Gold JV for the fiscal year ended December 31, 2025 and the fiscal year ended December 31, 2024 in accordance with US GAAP:

Fiscal Year Ended

Six Months Ended

Fiscal Year Ended

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December 31, 2024

June 30, 2023

Cost of sales

( 289,074,573

( 168,125,264

Other expenses

Net Income/(Loss)

The Company’s share of the Peak Gold JV’s results of operations for the fiscal year ended December 31, 2024 was income of $ 41.7 million.

The Company’s share of the Peak Gold JV’s results of operations for the six months ended December 31, 2023 and fiscal year ended June 30, 2023 were a loss of $ 2.1 million and $ 2.8 million, respectively.

The Company’s share of the Peak Gold JV’s results of operations for the fiscal year ended December 31, 2025 and 2024 was income of $ 88.6 million and $ 41.7 million, respectively.

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

The Company's cumulative investment in the Peak Gold JV exceeded its cumulative losses as of

December 31, 2024;

therefore the Company’s investment in the Peak Gold JV as of December 31, 2024 was $ 60.5 million.

The Company's cumulative investment in the Peak Gold JV, exceeded the Company's cumulative losses as of December 31, 2023, therefore, recorded a $ 28.1 million investment in Peak Gold JV as of December 31, 2023.

For the fiscal year ended June 30, 2023, the Company’s share of the Peak Gold JV’s inception-to-date cumulative loss of $ 44.8 million, exceeded the Company's cumulative investment in the Peak Gold JV and the equity method of accounting was suspended, which resulted in suspended losses and an investment balance of zero at June 30, 2023.

As of December 31, 2025, the Company recorded an investment in the Peak Gold JV of $ 47,108,733 , reflecting cumulative contributions, historical cost of the assets contributed, income from the Peak Gold JV and cash distributions.

Likewise, as of December 31, 2024 the Company recorded an investment in the Peak Gold JV of $ 60,523,622 .

If the Company elects not to fund its interest in the Peak Gold JV, its interest would be diluted.

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stock options or other stock-based awards based on the appreciation in value of a share of the Company’s common stock) granted under the 2010 Plan that expire, terminate, or are canceled for any reason without having been exercised in full, and (iii) shares subject to awards that are not appreciation awards granted under the 2010 Plan that are forfeited for any reason.

As of December 31, 2024, there were 436,863 shares of unvested restricted common stock outstanding and 100,000 options to purchase shares of common stock outstanding issued under the Equity Plans.

Stock-based compensation expense for the fiscal year ended December 31, 2024 was $ 2.6 million.

Stock-based compensation expense for the six month period ended December 31, 2023 and fiscal year ended June 30, 2023 were $ 1.6 million and $ 2.9 million, respectively.

The compensation expense recognized does not reflect cash compensation actually received by the individuals during the current period, but rather represents the amount of expense recognized by the Company in accordance with US GAAP.

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

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

Stock Options.

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

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

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

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

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

There were no newly vested stock options in the fiscal year ended December 31, 2024, six month period ended December 31, 2023 or for the fiscal year ended June 30, 2023.

There were no newly vested stock options in the fiscal years ended December 31, 2025 and 2024.

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

As of December 31, 2024, the stock options had a weighted average remaining life of 0.13 years.

A summary of the status of stock options granted as of December 31, 2024, December 31, 2023, and June 30, 2023, and changes during the periods then ended, is presented in the table below:

Fiscal Year Ended December 31,

Six Months Ended December 31,

Fiscal Year Ended June 30,

Outstanding, beginning of

Outstanding, end of year

Aggregate intrinsic value

Exercisable, end of year

Aggregate intrinsic value

Available for grant, end of

Weighted average fair value

of options granted during

(1) There were no options granted during the year ended December 31, 2024, six month period ended December 31, 2023 or fiscal years ended June 30, 2023.

During the fiscal year ended December 31, 2025, a total of 100,000 stock options with an exercise price of $ 14.50 expired unexercised.

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

Restricted Stock.

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

The total grant date fair value of the restricted stock granted for the fiscal year ended December 31, 2024 was $ 2.6 million.

The total grant date fair value of the restricted stock granted in the six month period ended December 31, 2023 and fiscal year ended June 30, 2023 were $ 0.2 million and $ 7.0 million, respectively.

The total grant date fair value of the restricted stock granted for the fiscal years ended December 31, 2025 and 2024 was $ 3.3 million and $ 2.6 million, respectively.

As of December 31, 2025, there were 380,730 shares of such restricted stock that remained unvested and the total compensation cost related to nonvested restricted share awards not yet recognized was $ 1,663,235 .

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

Stock-based compensation expense for the fiscal years ended December 31, 2025 and 2024 was approximately $ 3.4 million and $ 2.6 million, respectively.

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

restricted shares

Number of restricted shares unvested

Balance - January 1, 2025

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Balance - December 31, 2025

Balance - July 1, 2023

Balance - January 1, 2024

Restricted shares granted

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The Company’s Triple Z, Eagle/Hona, Shamrock, Willow, Golden Zone, Amanita, Amanita NE and Lucky Shot claims are all located on State of Alaska lands.

The Company released its Bush and West Fork claims in November 2020.

The annual claim rentals on these projects vary based on the age of the claims, and are due and payable in full by November 30 of each year.

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

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

Lucky Shot Property .

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LTD, a Singapore private limited corporation (“CRH”), additional consideration if production on the Lucky Shot Property meets two separate milestone payment thresholds.

If the first threshold of (1) an aggregate “mineral resource” equal to 500,000 ounces of gold or (2) production and receipt by the Company of an aggregate of 30,000 ounces of gold (including any silver based on a 1:65 gold:silver ratio) is met, then the Company will pay CRH $ 5 million in cash and $ 3.75 million in newly issued shares of Contango common stock.

If the second threshold of (1) an aggregate “mineral resource” equal to 1,000,000 ounces of gold or (2) production and receipt by the Company of an aggregate of 60,000 ounces of gold (including any silver based on a 1:65 gold:silver ratio) is met, then the Company will pay CRH $ 5 million in cash and $ 5 million in newly issued shares of Contango common stock.

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

based on a 1:65 gold to silver ratio) is met, then the Company will pay CRH $ 5 million in cash and $ 3.75 million in newly issued shares of Contango common stock.

If the second threshold of (1) an aggregate “mineral resource” equal to 1,000,000 ounces of gold or (2) production and receipt by the Company of an aggregate of 60,000 ounces of gold (including any silver based on a 1:65 gold to silver ratio) is met, then the Company will pay CRH $ 5 million in cash and $ 5 million in newly issued shares of Contango common stock.

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

As of December 31, 2025 and 2024, the Company has recognized contingent consideration payable of $ 2,757,952 and $ 1,100,480 , respectively, associated with the additional share consideration.

Royal Gold Royalties .

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Royal Gold also holds a 28 % net smelter returns silver royalty on all silver produced from a defined area within the Tetlin Lease.

Pursuant to the CORE Purchase Agreement, the Company received a prepayment of $ 1,200,000 for its direct

share of silver royalty payments from KG Mining.

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

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

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

The Company has recognized $ 127,366 into income as of December 31, 2024.

The Company has recognized $ 584,589 in interest and other income for the fiscal year ended December 31, 2025.

CIRI Lease Agreement.

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

Retention Agreements .

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

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

Employment Agreements .

Clark is serving as the Company’s Chief Financing Officer and Secretary and is responsible for performing the functions of the Company’s principal financial officer.

Pursuant to his Employment Agreement, Mr.

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

Clark is entitled to receive short-term incentive plan and long-term incentive plan bonuses and awards that can be paid in the form of a combination of cash, restricted stock and options, which will be set forth in plans and agreements adopted, or to be adopted, by the Board.

He will also receive 12 months of his regular base salary, all bonus amounts paid in the 12 months preceding the termination, and reimbursement for continued group health insurance coverage for 12 months following the termination or the date he becomes eligible for alternative coverage through subsequent employment as severance benefits in the event that his employment with the Company is terminated by the Company other than for just cause or he resigns due to a material, uncured breach of the Employment Agreement by the Company.

He is also entitled to enhanced severance benefits if he terminates his employment within 30 days following a change of control (18 months of base salary and bonus amounts or 24 months of base salary and bonus amounts if the change of control is after July 1, 2025).

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

Rick Van Nieuwenhuyse is serving as the Company’s President & Chief Executive Officer and director.

Van Nieuwenhuyse entered into an employment agreement with the Company on September 16, 2024 (the “CEO Employment Agreement”), which superseded the employment offer letter with Mr.

Van Nieuwenhuyse, dated December 31, 2019, as amended and modified.

Pursuant to the CEO Employment Agreement, Mr.

Van Nieuwenhuyse continues to receive a base salary of $ 500,000 per annum.

Van Nieuwenhuyse continues to be entitled to receive short-term incentive plan and long-term incentive plan bonuses and awards that will be paid in the form of a combination of cash, restricted stock and options, which will be set forth in plans and agreements adopted, or to be adopted, by the Board.

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

Mike Clark serves as the Company’s Chief Financial Officer and Secretary and is responsible for performing the functions of the Company’s principal financial officer.

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

Clark receives a base salary of $ 400,000 per annum and is entitled to receive short-term incentive plan and long-term incentive plan bonuses and awards that can be paid in the form of a combination of cash, restricted stock and options, which will be set forth in plans and agreements adopted, or to be adopted, by the Board.

He will also receive 12 months of his regular base salary, all bonus amounts paid in the 12 months preceding a termination, and reimbursement for continued group health insurance coverage for 12 months following a termination or the date he becomes eligible for alternative coverage through subsequent employment as severance benefits in the event that his employment with the Company is terminated by the Company other than for just cause or he resigns due to a material, uncured breach of the CFO Employment Agreement by the Company.

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

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

Rick Van Nieuwenhuyse serves as the Company’s President & Chief Executive Officer and director.

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

Van Nieuwenhuyse receives a base salary of $ 600,000 per annum and is entitled to receive short-term incentive plan and long-term incentive plan bonuses and awards that can be paid in the form of a combination of cash, restricted stock and options, which will be set forth in plans and agreements adopted, or to be adopted, by the Board.

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

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

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

Pursuant to the terms

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

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

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

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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.

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

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

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

Village of Dot Lake Complaint.

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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.

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

The Peak Gold JV was not named as a defendant in the Complaint, but sought and was granted the right to intervene in the action, and joined the partial motion to dismiss the lawsuit that the Corps filed on August 23, 2024.

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

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

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

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

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

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

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

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

We believe unfavorable outcome to us is not probable.

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.

In come Taxes

A summary of the reconciliation of the income tax benefit based on the statutory federal income tax rate of 21 % to the income tax expense (benefit) reported in these financial statements for the years ended December 31, 2025 and 2024 is as follows:

Fiscal Year Ended December 31,

Six Months Ended

Fiscal Year Ended

Income tax benefit at US federal statutory tax rate

State income taxes expense, net of federal income tax effect*

Effect of cross-border tax laws

Foreign tax effects

Statutory tax rate difference

Change in valuation allowance

Nontaxable or nondeductible items

Convertible Debt Interest

Changes in valuation allowance

Income tax expense

* In 2025, state and local income taxes in Alaska comprise the majority of the state and local income taxes, net of federal tax.

A reconciliation of income taxes computed using the U.S.

federal statutory rate to that reflected in operations follows:

Fiscal Year Ended December 31,

Income tax benefit at statutory tax rate

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Permanent differences

Stock based compensation

Convertible debt interest

162(m) Limitation

Other valuation allowance

Income tax benefit

The provision for income taxes for the periods indicated below are comprised of the following:

The effective tax rates for the year ended December 31, 2025 was - 0.81 % (December 31, 2024 - 0.22 %).

The effective tax rates for the years ended December 31, 2025 and 2024 were less than the statutory rate as the Company is in a tax loss position and does not expect to realize those losses in the near future.

The Company has paid the following in income taxes, net of refunds received:

Fiscal Year Ended December 31,

Six Months Ended

Fiscal Year Ended

Foreign - Canada

Total income tax refunds

The following table summarizes the components of loss before taxes:

Fiscal Year Ended December 31,

Pre-tax Book (Loss) Income:

Total Worldwide Pre-tax Book Loss

The following table summarizes the components of the income tax provision:

Fiscal Year Ended December 31,

Total current income tax (benefit) / expense

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Total income tax (benefit) / expense

The net deferred tax asset is comprised of the following:

Fiscal Year Ended December 31,

Six Months Ended

Fiscal Year Ended

Deferred tax asset:

Investment in the Peak Gold JV

State deferred tax assets

Stock option expenses

The net deferred tax liability is comprised of the following:

As of December 31,

Deferred Tax Assets:

Net Operating Losses

Capitalized Exploration

Investment In Peak Gold JV

Total Deferred Tax Assets

Valuation allowance

Net deferred tax asset / (liability)

At each reporting period, the Company weigh's all positive and negative evidence to determine whether the deferred tax assets are more likely than not to be realized.

As a result of this analysis at December 31, 2024, the Company provided a full valuation allowance against the deferred tax assets.

Deferred Tax Liabilities

Investment In Peak Gold JV

Other Liabilities

Total Deferred Tax Liabilities

Net Deferred Tax Liability

At each reporting period, the Company weighs all positive and negative evidence to determine whether the deferred tax assets are more likely than not to be realized.

As part of the HighGold acquisition, the Company measured and recorded a net deferred tax liability through acquisition accounting with an offsetting entry to the exploration and evaluation assets.

The Company used the simultaneous equation method for measuring the net deferred tax liability of $ 306,995 at December 31, 2024.

As of December 31, 2023 and June 30, 2023, the Company determined a valuation allowance was necessary as the Company had a history of book and tax losses.

The Company had not generated any revenue from mineral sales or operations and did not have any recurring sources of revenue.

During the fiscal year ended December 31, 2024, the Company had a change in its valuation allowance of approximately $ 17.9 million.

The Company concluded that it is not more likely than not that it will realize the benefit of its deferred tax assets and accordingly will provide a full valuation allowance against the deferred tax assets as of December 31, 2024.

As a result of this analysis at December 31, 2025 and 2024, the Company provided a valuation allowance against the deferred tax assets as the Company has a history of book and tax losses.

At December 31, 2025, the Company had U.S.

federal tax loss carry-forwards of approximately $ 56.0 million, and state of Alaska tax loss carry-forwards of approximately $ 39.2 million.

federal tax loss carry-forwards of approximately $ 100.0 million, state of Alaska tax loss carry-forwards of approximately $ 68.7 million, and Canada tax loss carry-forwards of approximately $ 12.7 million.

Use of future NOLs may be limited if the Company undergoes an ownership change.

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In the event of an ownership change, NOLs can be used to offset taxable income for years within a carry-forward period subject to the Section 382 limitation.

The Company performed an evaluation as of December 31, 2024.

From the period January 2024 to December 2024, from June 2023 to December 2023 and from June 2022 to June 2023 there were no ownership changes under the meaning of Section 382.

Company experienced an ownership change on March 22, 2013.

Based upon the Company’s determination of its annual limitation related to this ownership change, management believes that Section 382 should not otherwise limit the Company’s ability to utilize its federal or state NOLs during their applicable carryforward periods.

The Company did no t have any unrecognized tax benefits as of December 31, 2024.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted which introduced a series of federal income tax changes effective in 2025.

Among other provisions, OBBBA permanently reinstates 100% bonus depreciation for qualified property acquired and placed in service after January 19, 2025.

We do not expect OBBBA to have a material impact on our financial statements.

We will continue to evaluate the available options under OBBBA and will finalize our elections in connection with the filing of our 2025 federal income tax return.

The Company did no t have any unrecognized tax benefits as of December 31, 2025 and 2024.

The amount of unrecognized tax benefits may change in the next twelve months;

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The Company’s tax returns are subject to periodic audits by the various jurisdictions in which the Company operates.

The Company's state of Alaska and federal tax return are both open for examination for the years June 30, 2013 through December 31, 2024.

The Company's state of Alaska and federal tax return are generally open for examination for the years 2017 through 2025 .

The Company's Canadian tax returns are generally open for examinations for the years 2022 through 2025 .

These audits can result in adjustments of taxes due or adjustments of the NOL carryforwards that are available to offset future taxable income.

The Company’s policy is to recognize estimated interest and penalties related to potential underpayment on any unrecognized tax benefits as a component of income tax expense in the Consolidated Statement of Operations.

The Company does not anticipate that the total unrecognized benefits will significantly change due to the settlement of audits and the expiration of the statute of limitations before December 31, 2024.

On August 16, 2022, the Inflation Reduction Act (the “IRA”) was signed into law and includes a number of tax-related provisions, including (i) a 15-percent book minimum tax (“AMT”) on adjusted financial statement income once the three year average of adjusted financial statement income is greater than $1.0 billion, (ii) certain clean energy tax incentives in the form of tax credits, and (iii) a one-percent excise tax on certain corporate stock buybacks (effective beginning January 1, 2023).

The Company does not anticipate that the IRA will have a significant impact on the Company’s financial position or results of operations.

The Company does not anticipate that the total unrecognized benefits will significantly change due to the settlement of audits and the expiration of the statute of limitations.

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

Fiscal Year Ended December 31,

Secured Debt Facility

Principal amount

Principal amount - Term debt

Unamortized debt discount

Unamortized debt issuance costs

Convertible Debenture

Unsecured, Subordinated Convertible Debenture

Principal amount

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Less current portion

Non-current debt, net

Debt non-current portion, net

Secured Credit Facility

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

The Credit Agreement provides for a senior secured loan facility (the “Facility”) of up to US$ 70 million, of which $ 65 million is committed in the form of a term loan facility and $ 5 million is uncommitted in the form of a liquidity facility.

As of December 31, 2024, the Company has drawn $ 60 million on the term loan facility and has made $ 7.9 million in principal repayments with a balance of $ 52.1 million outstanding.

On February 18, 2025 the Company amended the Facility to defer $ 10.6 million of principal repayments and delivery of 15,000 hedged gold ounces into the first half of 2027 (the "New Repayment Schedule") and extend the maturity date of the Facility from December 31, 2026 to June 30, 2027 (See Note 18) .

Credit Agreement is secured by all the assets and properties of the Company and its subsidiaries, including the Company’s 30 % interest in Peak Gold, LLC, but excluding the Company’s equity interests of LSA in respect of the Lucky Shot mine.

As a condition precedent to the second borrowing, the Company was required to hedge 124,600 ounces of its attributable gold production from Manh Choh.

On August 2, 2023, CORE Alaska entered into a series of hedging agreements with ING and Macquarie for the sale of an aggregate of 124,600 ounces of gold at a weighted average price of $ 2,025 per ounce, which satisfied the condition of the second borrowing.

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

The Credit Agreement provides for a senior secured loan facility (the “Facility”) of up to $ 70 million, of which $ 65 million is committed in the form of a term loan facility and $ 5 million is committed in the form of a liquidity facility.

As of December 31, 2025, the Company has drawn $ 60 million on the term loan facility and made $ 45.4 million in principal repayments, resulting in a balance of $ 14.6 million outstanding.

The interest rate of the Credit Agreement is comprised of the adjusted secured overnight financing rate ("SOFR") plus a SOFR adjustment of 0.15 % per annum and an applicable margin of 5 %- 6 %.

The Credit Agreement is secured by all the assets and properties of the Company and its subsidiaries, including the Company’s 30 % interest in Peak Gold, LLC, but excluding the Company’s equity interests of LSA in respect of the Lucky Shot mine.

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

On February 18, 2025, the Company amended the Facility to defer $ 10.6 million of principal repayments and delivery of 15,000 hedged gold ounces into the first half of 2027 (the "New Repayment Schedule") and extend the maturity date of the Facility from December 31, 2026 to June 30, 2027.

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

The Company delivered 37,861 ounces of gold into the hedging agreements as of December 31, 2024.

The Company has delivered 81,600 ounces of gold into the hedging agreements as of December 31, 2025, resulting in a remaining balance of the hedge agreements is 43,000 ounces.

See Note 15 - Derivatives and Hedging Activities.

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

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

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

The “Base Rate” is the highest of Prime Rate, Federal Funds Rate plus 0 .50 % or Adjusted Term SOFR for one month plus 1 %.

“Adjusted Term SOFR” is Term SOFR plus a SOFR Adjustment of 0 .15 % per annum.

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

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

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

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

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

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

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

As of December 31, 2024, the Company had no unused borrowing commitments.

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

As of December 31, 2024, the unamortized discount and issuance costs were $ 1.2 million and $ 1.6 million, respectively and the carrying amount, net of the unamortized discount and issuance costs was $ 49.4 million.

As of December 31, 2023, the unamortized discount and issuance costs were $ 2.4 million and $ 2.4 million, respectively and the carrying amount, net of the unamortized discount and issuance costs was $ 25.2 million.

The fair value of the debt (Level 2) as of December 31, 2024 and December 31, 2023 was $ 52.1 million and $ 30.0 million, respectively.

For fiscal year ended December 31, 2024 the Company recognized interest expense totaling $ 9.8 million related to this debt (inclusive of $ 5.8 million of contractual interest and approximately $ 4.0 million related to the amortization of the discount and issuance fees).The Company recognized interest expense totaling $ 1.4 million related to this debt for the six months ended December 31, 2023 (inclusive of approximately $ 1.1 million of contractual interest, and approximately $ 0.3 million related to the amortization of the discount and issuance fees).

For fiscal year ended June 30, 2023, the Company recognized interest expense totaling $ 0.2 million related to the term loan facility (inclusive of $ 145,000 of contractual interest and approximately $ 17,000 related to the amortization of the discount and issuance fees).

During 2024, the Company purchased gold from Peak Gold, LLC for $ 103.0 million ($ 2,492 per oz) and sold gold to the lenders at spot price for the quantities remaining after satisfying deliveries of gold under the hedge agreements.

Each 2024 hedge contract was settled on their maturities with a net payment of approximately $ 19.9 million from Contango in exchange for the reduction of a total 37,861 ounces of gold under the hedge agreements.

During 2025, the Company sold all gold, purchased from Peak Gold, LLC for $ 191.4 million ($ 3,310 per oz), at spot price to the lenders and simultaneously locked in a forward price to re-purchase from the lenders a total of 43,739 ounces of gold related to the 2025 hedge maturity dates (referred to individually as a “2025 Carry Trade”).

Each 2025 Carry Trade was settled on April 30, July 31, October 31 and December 31, 2025 with a net payment of approximately $ 63.1 million from Contango in exchange for the reduction of a total 43,739 ounces of gold under the hedge agreements.

As of December 31, 2025, the Company had no unused borrowing commitments, as the schedule for further drawdowns has expired.

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

The Company recognized interest expense totaling $ 5.2 million related to this Facility for the fiscal year ended December 31, 2025 (inclusive of approximately $ 2.9 million of contractual interest, and approximately $ 2.3 million related to the amortization of the discount and issuance fees).

The Company recognized interest expense totaling $ 9.8 million related to this debt for the fiscal year ended December 31, 2024 (inclusive of approximately $ 5.8 million of contractual interest, and approximately $ 4.0 million related to the amortization of the discount and issuance fees).

The effective interest rate of the term loan facility was 10.33 % as of December 31, 2025 and 11.06 % as of December 31, 2024.

As of December 31, 2024 and December 31, 2023, the effective interest rate for the amortization of the discount and issuance costs was 8.5 % and 5.6 %, respectively.

The Credit Agreement contains representations and warranties and affirmative and negative covenants customary for credit facilities of this type, including limitations on the Company and its subsidiaries with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets, transactions with affiliates and entry into hedging arrangements.

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

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

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

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

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

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

As of December 31, 2024, the Company was in compliance with or received a waiver or consent from ING and Macquarie on all of the required debt covenants.

The waivers and consents primarily related to the Company's entry into transactions that required conditions to be modified under the Credit Agreement.

The waiver in February 2025, extended out principal repayments on the Facility to align with expected cash flows from the Peak Gold JV.

As of December 31, 2024, the Company had drawn a total of $ 60.0 million on the Facility.

The Company made a $ 2.0 million principal repayment in July 2024 and paid a $ 5.9 million principal repayment in October 2024.

The Company is scheduled to repay $ 42.6 million of principal in 2025 and the remaining $ 9.6 million of principal through to September 2026.

As of December 31, 2025 and 2024, the effective interest rate for the amortization of the discount and issuance costs was 2.9 % and 8.5 %, respectively.

As of December 31, 2025, the Company was in compliance with all of the required debt covenants.

The Company is scheduled to repay $ 4.0 million of principal in the next twelve months and the remaining $ 10.6 million of principal on a quarterly basis through June 30, 2027.

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

2 unchanged sentences

Pursuant to the PLA Fee Letter, the Company will pay ING a production linked arranging fee based on projected total production over the life of the Facility, as well as an agency fee for consideration of acting as administrative agent and collateral agent.

During the fiscal year ended December 31, 2025, the Company incurred $ 495,766 as a PLA fee presented as part of interest and finance expense, as of the date of this report these amounts have been fully paid.

Convertible Debenture

1 unchanged sentence

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

In connection with the closing of the Credit Agreement, the Company entered into a letter agreement with QRC (the "Letter Agreement") which amended the terms of the convertible debenture.

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

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

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

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

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

The Company agreed to an interest rate of 9 %.

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

The maturity date is May 26, 2028.

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

The debenture is unsecured.

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

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

The Company may redeem the Debenture after the third anniversary of issuance at 105 % of par, provided that the market price (based on a 20-day VWAP) of the Company’s common stock is at least 130 % of the conversion price.

2 unchanged sentences

The establishment fee shares were issued to QRC pursuant to an exemption from registration under Regulation S.

QRC entered into an investor rights agreement with the Company in

connection with the issuance of the debenture.

QRC entered into an investor rights agreement with the Company in connection with the issuance of the debenture.

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

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

As of December 31, 2024 and December 31, 2023, the unamortized discount and issuance costs were $ 0.4 million and $ 0.5 million, respectively.

The carrying amount of the debt at December 31, 2024 and December 31, 2023, net of the unamortized discount and issuance costs were $ 19.6 million and $ 19.5 million, respectively.

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

The fair value of the Debenture (Level 3) as of December 31, 2025 was approximately $ 22.8 million.

The Company recognized interest expense totaling $ 1.9 million related to this debt for the fiscal year ended December 31, 2025 (inclusive of approximately $ 1.8 million of contractual interest, and approximately $ 0.1 million related to the amortization of the discount and issuance fees).

The Company recognized interest expense totaling $ 1.0 million related to this debt for the six month period ended December 31, 2023 (inclusive of approximately $ 0.9 million of contractual interest, and approximately $ 0.1 million related to the amortization of the discount and issuance fees).

The Company recognized interest expense totaling $ 1.8 million related to this debt for the fiscal year ended June 30, 2023 (inclusive of approximately $ 1.6 million of contractual interest, and approximately $ 0.2 million related to the amortization of the discount and issuance fees).

The Company recognized interest expense totaling $ 1.9 million related to this debt for the fiscal year ended December 31, 2024 (inclusive of approximately $ 1.8 million of contractual interest, and approximately $ 0.1 million related to the amortization of the discount and issuance fees).

The effective interest rate of the Debenture is the same as the stated interest rate, 9 %.

The effective interest rate for the amortization of the discount and issuance costs as of December 31, 2024 and December 31, 2023 was 0.6 % and 0.6 %, respectively.

The Company reviewed the provisions of the debt agreement to determine if the agreement included any embedded features and concluded that the change of control provisions within the debt agreement met the characteristics of a derivative and required bifurcation and separate accounting.

The fair value of the identified derivative was determined to be de minimis at December 31, 2024 and December 31, 2023 as the probability of a change of control was negligible as of those dates.

and required bifurcation and separate accounting.

The fair value of the identified derivative was determined to be de minimis at December 31, 2025 and 2024 as the probability of a change of control was negligible as of those dates.

For each subsequent reporting period, the Company will evaluate each potential derivative feature to conclude whether or not they qualify for derivative accounting.

1 unchanged sentence

Derivatives and Hedging Activities

On August 2, 2023, CORE Alaska, a subsidiary of the Company, pursuant to an ISDA Master Agreement entered into with ING Capital Markets LLC (the “ING ISDA Master Agreement”) and an ISDA Master Agreement entered into with Macquarie Bank Limited (the “Macquarie ISDA Master Agreement”), in accordance with its obligations under that certain Credit and Guarantee Agreement, by and among the Company, its subsidiaries, ING Capital LLC and Macquarie Bank Limited, entered into a series of hedging agreements with ING Capital LLC and Macquarie Bank Limited for the sale of an aggregate of 124,600 ounces of gold at a weighted average price of $ 2,025 per ounce.

On February 18, 2025 the Company amended the delivery of 15,000 hedged gold ounces into the first half of 2027 under the New Repayment Schedule.

The hedge agreements have delivery obligations beginning in July 2024 and ending in June 2027, and represent approximately 45 % of the Company’s interest in the projected production from the Manh Choh mine over the current anticipated life of the mine.

On August 2, 2023, CORE Alaska, a subsidiary of the Company, pursuant to an ISDA Master Agreement entered into with ING Capital Markets LLC (the “ING ISDA Master Agreement”) and an ISDA Master Agreement entered into with Macquarie Bank Limited (the “Macquarie ISDA Master Agreement”), in accordance with its obligations under the Credit Agreement, entered into a series of hedging agreements with ING Capital LLC and Macquarie Bank Limited for the sale of an aggregate of 124,600 ounces of gold at a weighted average price of $ 2,025 per ounce.

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

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

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.

In February 18 2025, the Company amended the Facility agreement and extended the delivery of 15,000 hedged ounces of gold into the first half of 2027 (See Note18):

Weighted Average Price ($/oz)

Average Price

Fair Values of Derivative Instruments on the Balance Sheet

12 unchanged sentences

Derivative contract liability - noncurrent

As of December 31, 2024, the fair value of derivatives in a net liability position, which excludes any adjustment for nonperformance risk, related to these agreements was $ 57,692,107 .

As of December 31, 2025, the fair value of derivatives in a net liability position related to these agreements was $ 103,657,340 .

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

1 unchanged sentence

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

The table below presents the effect of the Company’s derivative financial instruments that are not designated as hedging instruments on the Consolidated Statement of Operations for the fiscal year ended December 31, 2024, six months ended December 31, 2023 and fiscal year ended June 30, 2023.

Fiscal Year Ended December 31,

Six Months Ended December 31,

Fiscal Year Ended June 30,

Amount of Gain or (Loss)

Derivatives Not Designated as Hedging

Location of Gain or (Loss)

Recognized in Statement of Operations

Instruments under Subtopic 815-20

Recognized in Income on Derivative

Derivatives Not Designated as Hedging Instruments under Subtopic 815-20

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

Amount of Loss

Recognized in Other Income (Expense)

December 31, 2025

December 31, 2024

Commodity Contracts

2 unchanged sentences

Realized loss on derivative contracts

( 109,108,194

Credit-risk-related Contingent Features

6 unchanged sentences

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

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

The excess ounces purchased that are not delivered to meet its hedge obligations are sold to the derivative counterparties in accordance with their respective sale agreements, with the resulting gain or loss being recorded in "Other Income/(Expense)".

The gains on metal sales for the fiscal year ended December 31, 2024 was $ 1.2 million.

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

The sales are accounted for under ASC 610 Other Income and not ASC 606 Revenue from Contracts with Customers, since the sales are incidental to the Company's primary contractual obligation and do not constitute the Company's ongoing or central operations.

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

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

The Company recorded a gain on metal sales for the fiscal year ended December 31, 2025 of approximately $ 5.3 million, in “Other Income/(Expense)”.

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

The Company recorded a gain on metal sales for the fiscal year ended December 31, 2024 of $ 1.2 million.

The sales are accounted for under FASB Accounting Standards Codification ("ASC") 610, "Other Income" and not ASC 606, "Revenue from Contracts with Customers", since the sales are incidental to the Company's primary contractual obligation and do not constitute the Company's ongoing or central operations.

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

As of December 31, 2025 the Company did not have re-purchase obligations.

General and Administrative Expense s

The following table presents the Company's general and administrative expenses for fiscal year ended December 31, 2024, six month period ended December 31, 2023 and fiscal year ended June 30, 2023.

Fiscal Year Ended

Six Months Ended December 31,

Fiscal Year Ended June 30,

The following table presents the Company's general and administrative expenses for fiscal year ended December 31, 2025 and 2024.

General and administrative expenses:

4 unchanged sentences

Salaries and benefits

Severance expenses

Share-based compensation

Stock-based compensation

Director fees

Segmented Note

The Company engages in exploration and development for gold ore and associated minerals in Alaska.

2 unchanged sentences

The Company's CODM is the President and Chief Executive Officer and is responsible for the management of the Company.

An operating segment is a component of an entity that engages in business activities, Operating results are reviewed with respect to resource allocation and for which discrete financial information is available.

An operating segment is a component of an entity that engages in business activities, operating results are "regularly" reviewed by the CODM to make resource allocation decisions and assess performance and for which discrete financial information is available.

Inter-segment transactions are recorded at amounts that reflect normal third-party terms and conditions, with inter-segment profits eliminated from the cost base of the segment incurring the charge.

In order to determine reportable operating segments, management reviewed various factors, including if the reportable segment's profit or loss exceeded 10% of the greater of the combined reported profit of all operating segments not reporting a loss or the combined reported loss of all operating segments not reporting a profit.

In addition, the operating segments assets constitute greater than 10 % of the combined assets of all the operating segments.

The Company has identified two operating segments:

The Company has identified two operating and reportable segments:

(i) Peak Gold, JV and (ii) Exploration.

The Company's general corporate administration are included within "Corporate and other reconciling items" to reconcile the reportable segments to the consolidated financial statements.

The Company's CODM reviews the results of the Company's exploration projects based on the expenditures associated with the exploration in the regions where the Company's mineral claims are located.

The Company's CODM reviews the quarterly results of the Company's exploration projects based on the expenditures associated with the exploration in the regions where the Company's mineral claims are located.

The Peak Gold JV, engages in business activities from which the Company recognizes operating income or loss.

The CODM uses financial information of the Peak Gold JV, in his evaluation of the performance of the Peak Gold JV and can make decisions regarding resource allocations within the Company.

The CODM uses quarterly financial information (income from equity investment from Peak Gold JV) of the Peak Gold JV, in his evaluation of the performance of the Peak Gold JV and can make decisions regarding resource allocations within the Company.

Segment information is prepared on the same basis that the CODM manages our segments, evaluates financial results, and makes key operating decisions.

The CODM considers budget to actual and forecast to actual comparison of exploration expenditures and income from equity investment of Peak Gold JV on quarterly basis when making decisions about the allocation of operating and capital resources to each segment.

Fiscal Year Ended December 31, 2025

3 unchanged sentences

Johnson Tract

General exploration expenses

Total exploration expense

Depreciation expense

Accretion expense

General and administrative expense

Total expenses

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

Total income/(expense) from operations

Income from equity investment in Peak Gold, LLC

Total income/(loss) from operations

OTHER INCOME/(EXPENSE):

Interest income

Interest and other income

Interest expense

Gain/(loss) on derivative contracts

Gain/(loss) on Spot sales

Unrealized gain/(loss) on marketable securities

Total other income/(expense)

INCOME/(LOSS) BEFORE INCOME TAXES

Total Liabilities

Loss on derivative contracts

( 109,108,194

Six Months Ended December 31, 2023

Corporate and other reconciling items

Claim rental expense

Exploration expense

Johnson Tract

Depreciation expense

Accretion expense

Impairment from loss, net of recovery

General and administrative expense

Total expenses

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

Total income/(expense) from operations

OTHER INCOME/(EXPENSE):

Interest income

Insurance recoveries

Interest expense

Gain/(loss) on derivative contracts

( 109,108,194

Gain on metal sales

Gain on marketable securities

Total other income/(expense)

INCOME/(LOSS) BEFORE INCOME TAXES

( 103,783,494

( 104,860,069

LOSS BEFORE INCOME TAXES

As of December 31, 2025

Total Liabilities

Fiscal Year Ended June 30, 2023

( 103,657,337

( 146,852,938

Net Assets/(Deficit)

Fiscal Year Ended December 31, 2024

Corporate and other reconciling items

2 unchanged sentences

Johnson Tract

Total exploration expense

Depreciation expense

Accretion expense

Impairment from loss, net of recovery

General and administrative expense

Total expenses

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

Total income/(expense) from operations

Income from equity investment in Peak Gold, LLC

Total income/(loss) from operations

OTHER INCOME/(EXPENSE):

Interest income

Interest and other income

Interest expense

Gain/(loss) on derivative contracts

Insurance recoveries

Loss on derivative contracts

Gain on metal sales

Loss on marketable securities

Total other income/(expense)

INCOME/(LOSS) BEFORE INCOME TAXES

LOSS BEFORE INCOME TAXES

As of December 31, 2024

Total Liabilities

( 132,619,618

Net Assets/(Deficit)

Related Party Transactions

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

During the fiscal year ended December 31, 2025, the Company has received distributions and during the year ended December 31, 2024 made contributions and received distributions.

See note 10 - Investment in the Peak Gold JV.

Additionally, the Company purchased gold from Peak Gold JV.

See note 14 - Debt.

As of December 31, 2025, the Company owes Peak Gold JV $ 0.2 million related to these purchases.

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

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

For further details on transactions with Peak Gold JV, refer to notes 1 - Organization and Business, 3 - Liquidity, 12 - Commitments and Contingencies, 15 - Derivatives and Hedging Activities, and 17 - Segments.

The Company holds an investment in marketable securities, consisting of approximately 5 % of the outstanding shares of Onyx.

The Company and Onyx share two directors.

As of December 31, 2025, a total of 2,500,000 of the shares are freely tradable, while the remaining 1,500,000 are in escrow and are scheduled to be released in two tranches by July 2026.

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

See Note 4 - Summary of Significant Accounting Policies for fair values of marketable securities.

The Company uses specific identification method when calculating realized gains or losses.

The Company recorded realized gains of $ 0.7 million and $ nil for the years ended December 31, 2025 and 2024, respectively.

Those gains are included in Gain / (Loss) on Marketable Securities caption in the accompanying consolidated statements of operations.

During the year ended December 31, 2025, the Company engaged Bonnie Broman as a consultant to provide corporate communications, corporate development and administrative support services.

Broman is the domestic partner of Mr.

Van Nieuwenhuyse, the Company’s Chief Executive Officer.

Pursuant to the consulting arrangement, Ms.

Broman received total compensation of $ 167,000 during fiscal 2025, consisting of consulting fees of $ 112,000 , equity compensation of $ 19,000 , and a discretionary bonus of $ 36,000 .

As of December 31, 2025, the Company had $ 36,000 payable to Ms.

Broman related to the discretionary bonus, which is included in accounts payable and accrued liabilities on the consolidated balance sheet.

The consulting arrangement was approved by the Board of Directors.

Subsequent Events

On February 18, 2025, the Company amended the Facility to defer $ 10.6 million of principal repayments and delivery of 15,000 hedged ounces of gold into the first half of 2027 and extend the maturity date of the Facility from December 31, 2026 to June 30, 2027.

All other key terms of the Facility, including the interest rate, remain the same.

In January 2025, the Company made a $ 13.8 million principal repayment on the Facility leaving an outstanding principal balance of $ 38.3 million on the Facility.

Transition Period Comparative Data

The following tables presents certain comparative financial information for the fiscal year ended December 31, 2024 and twelve months ended December 31, 2023.

Fiscal Year Ended December 31,

Unaudited Year Ended December 31,

Claim rental expense

Exploration expense

Depreciation expense

Accretion expense

Impairment from loss, net of recovery

General and administrative expense

Total expenses

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

Total income/(expense) from operations

OTHER INCOME/(EXPENSE):

Interest income

Insurance recoveries

Interest expense

Gain/(loss) on derivative contracts

Gain/(loss) on Spot sales

Unrealized gain/(loss) on marketable securities

Total other expense

LOSS BEFORE INCOME TAXES

Income tax benefit

NET LOSS PER SHARE

Basic and diluted

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

Basic and diluted

Fiscal Year Ended

Unaudited Year Ended

December 31, 2024

December 31, 2023

CASH FLOWS FROM OPERATING ACTIVITIES:

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

Stock-based compensation

Depreciation expense

Accretion expense

Non-cash portion for lease expense

Impairment expense

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

Cash distributions from Peak Gold, LLC

Unrealized loss from derivative contracts

Unrealized loss from marketable securities

Drawdown of Silver Royalty

Interest expense paid in stock

Deferred tax benefit

Change in the fair value of contingent consideration

Amortization of debt discount and issuance costs

Changes in operating assets and liabilities:

Decrease (increase) in prepaid expenses and other

Increase (decrease) in accounts payable and other accrued liabilities

Increase in income taxes receivable

Net cash provided by (used in) operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Cash invested in Peak Gold, LLC

Acquisition of HighGold Mining Inc.

and Avidian Gold Corp., net of cash acquired

Acquisition of other assets

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Cash paid for shares withheld from employees for payroll tax withholding

Cash proceeds from debt

Principal repayments on debt

Cash proceeds from warrant exercise

Cash proceeds from common stock and warrant issuance, net

Debt issuance costs

Net cash provided by financing activities

NET INCREASE IN CASH AND RESTRICTED CASH

CASH AND RESTRICTED CASH, BEGINNING OF PERIOD

CASH AND RESTRICTED CASH, END OF PERIOD

Supplemental disclosure of cash flow information

Cash paid for:

Interest expense

Non-cash investing and financing activities:

Commitment fee derecognized and added to debt discount

Shares issue for acquisitions

Consideration payable for Avidian acquisition

Accrued transaction costs for HighGold acquisition

Total non-cash investing and financing activities:

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.

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 .

In addition, as part of a price protection strategy to offset the hedge settlements, the Company paid $ 0.4 million to purchase 15,446 puts with a strike price of $ 4,000 per ounce.

The schedule of the puts match the periods of the hedge settlements.

The remaining gold hedge contracts total 11,000 ounces in 2026 and 15,000 ounces in the first half of 2027.

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 9A. Controls and Procedures