Contango Silver & Gold Inc. 10-K

Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures. 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 61 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. Management ’ s Report on Internal Control Over Financial Reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). 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, 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. 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 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. Item 9B. OTHER INFORMATION None . Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not Applicable. 62 PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The Board is responsible for managing the Company, in accordance with the provisions of the Company’s bylaws and certificate of incorporation and applicable law. The number of directors which constitutes the Board is established by the Board, subject to a minimum of three and a maximum of seven directors. Except as otherwise provided by the bylaws for filling vacancies on the Company’s Board, the Company’s directors are elected at the Company’s annual meeting of stockholders and hold office until their respective successors are elected, or until their earlier resignation or removal. The Company’s executive officers are elected annually by the Board and serve until their successors are duly elected and qualified or until their earlier resignation or removal. There are no family relationships between the Company’s directors or executive officers. Code of Ethics The Company has adopted a Code of Ethics for all of its employees. A copy of our Code of Ethics is filed as an Exhibit to this Form 10-K and is also available on the Company’s website at www.contangoore.com. The information required by Item 10 of Part III has been omitted from this report and is incorporated by reference from the registrant's proxy statement, or will be included in an amendment to this Annual Report on Form 10-K, to be filed not later than 120 days after the close of its fiscal year. Item 11. EXECUTIVE COMPENSATION The information required by Item 11 of Part III has been omitted from this report and is incorporated by reference from the registrant's proxy statement, or will be included in an amendment to this Annual Report on Form 10-K, to be filed not later than 120 days after the close of its fiscal year. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by Item 12 of Part III has been omitted from this report and is incorporated by reference from the registrant's proxy statement, or will be included in an amendment to this Annual Report on Form 10-K, to be filed not later than 120 days after the close of its fiscal year. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Item 13 of Part III has been omitted from this report and is incorporated by reference from the registrant's proxy statement, or will be included in an amendment to this Annual Report on Form 10-K, to be filed not later than 120 days after the close of its fiscal year. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by Item 14 of Part III has been omitted from this report and is incorporated by reference from the registrant's proxy statement, or will be included in an amendment to this Annual Report on Form 10-K, to be filed not later than 120 days after the close of its fiscal year. 63 PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements and Schedules: The consolidated financial statements of the Company are set forth in pages 72 through 101 of this Form 10-K. The financial statements of the Peak Gold JV, are included as an exhibit to this Form 10-K. No other financial statement schedules have been filed since they are either not required, not applicable, or the information is otherwise included. (b) Exhibits: The following is a list of exhibits filed as part of this Form 10-K. Where so indicated by a footnote, exhibits, which were previously filed, are incorporated herein by reference. Incorporated by Reference Exhibit Number Description Filed Here Within Form File No. Ex. Filing Date 2.1 Arrangement Agreement, dated as of May 1, 2024, by and among the Company, Contango Mining Canada Inc., and HighGold Mining Inc. 8-K 001-35770 10.1 05/06/2024 2.2 Arrangement Agreement, dated as of December 7, 2025, by and among Contango ORE, Inc., 1566004 B.C. LTD. and Dolly Varden Silver Corporation 8-K 001-35770 2.1 12/11/2025 3.1 Certificate of Incorporation of Contango ORE, Inc. 10/A2 000-54136 3.1 11/26/2010 3.2 Certificate of Amendment to Certificate of Incorporation of Contango ORE, Inc. 8-K 001-35770 3.1 12/17/2020 3.3 Bylaws of Contango ORE, Inc. 10/A2 000-54136 3.2 11/26/2010 3.4 Amendment No. 1 to the Bylaws of Contango ORE, Inc. 8-K 001-35770 3.1 10/21/2021 4.1 Form of Certificate of Contango ORE, Inc. common stock. 10-Q 001-35770 4.1 11/14/2013 4.2 Form of Convertible Debenture 8-K 001-35770 4.1 04/09/2022 4.3 Form of Indenture S-3 333-283285 4.5 11/15/2024 4.4 Description of Securities X 10.1 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. 8-K 001-35770 10.3 10/06/2020 10.2 Secured Promissory Note dated as of August 24, 2021, by the Company to the order of CRH Funding II Pte. Ltd. 8-K 001-35770 10.2 8/25/2021 10.3 Pledge Agreement dated as of August 24, 2021, by the Company in favor of CRH Funding II Pte. Ltd. 8-K 001-35770 10.3 8/25/2021 10.4 Form of Investor Rights Agreement. 8-K 001-35770 10.1 4/13/2022 10.5 Form of Restricted Stock Award Agreement.† 8-K 001-35770 10.4 12/17/2020 10.6 Form of Pre-Funded Warrant. 8-K 001-35770 4.1 9/26/2025 10.7 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. 8-K 001-35770 10.1 5/19/2023 10.8 Amendment No. 1 to the Credit and Guarantee Agreement, dated July 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. 10-Q 001-35770 10.2 11/14/2023 10.9 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 10-Q 001-35770 10.6 11/14/2023 64 Incorporated by Reference Exhibit Number Description Filed Here Within Form File No. Ex. Filing Date hereto from time to time, the administrative agent and the collateral agent. 10.10 Amendment No. 3 to the Credit and Guarantee Agreement, dated December 31, 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. 10-KT 001-35770 10.39 3/14/2024 10.11 Waiver No. 2 and Amendment No. 4 to Credit and Guarantee Agreement and Amendment No. 2 to Security Agreement, dated January 31, 2024, among Core Alaska, LLC, Contango Ore, Inc. Alaska Gold Torrent, LLC, Contango Minerals Alaska, LLC, ING Capital LLC and Macquarie Bank Limited. 10-Q 001-35770 10.1 5/14/2024 10.12 Amendment No. 5 to the Credit and Guarantee Agreement, dated February 16, 2024, by and among the Borrower, the Guarantors, each of the lenders party hereto from time to time, the administrative agent and the collateral agent. 10-Q 001-35770 10.2 5/14/2024 10.13 Waiver No. 5, Consent No. 1 and Amendment No. 6 to Credit and Guarantee Agreement, dated April 30, 2024, among Core Alaska, LLC, Contango Ore, Inc. Alaska Gold Torrent, LLC, Contango Minerals Alaska, LLC, ING Capital LLC and Macquarie Bank Limited. 10-Q 001-35770 10.1 8/13/2024 10.14 Consent No. 3 and Amendment No. 7 to Credit and Guarantee Agreement, among Core Alaska, LLC, Contango Ore, Inc. Alaska Gold Torrent, LLC, Contango Minerals Alaska, LLC, ING Capital LLC. 10-Q 001-35770 10.2 8/13/2024 10.15 Amendment No. 8 to Credit and Guarantee Agreement, dated July 30, 2024, among CORE Alaska, LLC, Contango Ore, Inc., Contango Lucky Shot Alaska, LLC, Contango Minerals Alaska, LLC, Contango Mining Canada, Inc. and ING Capital LLC. 10-Q 001-35770 10.1 11/14/2024 10.16 Amendment No. 9 to Credit and Guarantee Agreement, dated September 30, 2024, among CORE Alaska, LLC, Contango Ore, Inc., Contango Lucky Shot Alaska, LLC, Contango Minerals Alaska, LLC, Contango Mining Canada, Inc. and ING Capital LLC. 10-Q 001-35770 10.2 11/14/2024 10.17 Amendment No. 10 to Credit and Guarantee Agreement, dated October 31, 2024, among CORE Alaska, LLC, Contango Ore, Inc., Contango Lucky Shot Alaska, LLC, Contango Minerals Alaska, LLC, Contango Mining Canada, Inc. and ING Capital LLC. 10-K 001-35770 10.25 03/17/2025 10.18 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. 10-Q 001-35770 10.1 05/14/2025 10.19 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. X 10.20 ISDA Master Agreement, dated May 17, 2023, between ING and Core Alaska. 8-K 001-35770 10.1 8/08/2023 65 Incorporated by Reference Exhibit Number Description Filed Here Within Form File No. Ex. Filing Date 10.21 ISDA Master Agreement, dated May 17, 2023, between Macquarie and Core Alaska. 8-K 001-35770 10.2 8/08/2023 10.22 Controlled Equity OfferingSM Sales Agreement, dated June 8, 2023, by and between the Company and Cantor Fitzgerald & Co. 8-K 001-35770 1.1 6/09/2023 10.23 Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan.† 8-K 001-35770 10.1 11/16/2017 10.24 First Amendment to the Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan.† 8-K 001-35770 10.1 11/20/2019 10.25 2023 Omnibus Incentive Plan.† Sc. 14A 001-35770 A 10/04/2023 10.26 Employment Agreement, dated July 11, 2023 between Michael Clark and the Company.† 8-K 001-35770 10.1 7/17/2023 10.27 Employment Agreement, dated September 16, 2024, between Rick Van Nieuwenhuyse and Contango Ore, Inc.† 8-K 001-35770 10.1 9/17/2024 14.1 Code of Ethics. 10-K 001-35770 14.1 9/11/2012 14.2 Corporate Code of Business Conduct and Ethics of Contango ORE, Inc. 8-K 001-35770 14.1 12/17/2020 19.1 Insider Trading Policy. 10-K 001-35770 19.1 3/17/2025 21.1 List of Subsidiaries. X 23.1 Consent of Baker Tilly US, LLP, Independent Registered Public Accounting Firm. X 23.2 Consent of Baker Tilly US, LLP, Independent Auditor for the Audited Financial Statements of Peak Gold, LLC as of December 31, 2025. X 31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14. X 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14. X 32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350. X 32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350. X 95.1 Mine Safety Disclosures X 96.1 Technical Report Summary, dated May 12, 2023 on the Manh Choh Project 8-K 001-35770 96.1 6/02/2023 96.2 Technical Report Summary, dated May 26, 2023 on the Lucky Shot Project. 8-K 001-35770 96.1 6/16/2023 96.3 Technical Report Summary, effective May 12, 2025, as amended on January 12, 2026. 8-K/A 001-35770 96.1 1/13/2026 96.4 Policy Regarding the Mandatory Recovery of Compensation. 10-K/A 001-35770 97.1 4/14/2025 99.1 Original Schedule of Gold Properties (Excluding Tetlin Lease). 10-K 000-54136 99.1 9/19/2011 99.2 Original Schedule of REE Properties. 10-K 000-54136 99.2 9/19/2011 99.3 Schedule of Revised TOK Claims. 10-Q 001-35770 99.3 5/15/2023 99.4 Schedule of Bush Claims. 10-Q 001-35770 99.4 5/15/2023 99.5 Schedule of Revised Eagle Claims. 10-Q 001-35770 99.6 5/15/2023 99.6 Schedule of ADC 2 Claims. 10-Q 001-35770 99.7 5/15/2023 99.7 2011 Report of Behre Dolbear & Company (USA). 10-Q 000-54136 99.3 2/06/2012 99.8 Schedule of Noah Claims. 10-K 001-35770 99.8 9/15/2017 99.9 Schedule of Shamrock Claims. 10-K 001-35770 99.9 8/31/2021 99.10 Audited Financial Statements of Peak Gold, LLC as of December 31, 2025. X 66 Incorporated by Reference Exhibit Number Description Filed Here Within Form File No. Ex. Filing Date 101 Financial statements from the Company’s annual report on Form 10-K for the period ended December 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Cash Flows; (iv) Consolidated Statements of Changes in Shareholders’ Equity; and (v) Notes to Consolidated Financial Statements. X 104 Cover Page Interactive Data File. X † Management contract or compensatory plan or agreement 67 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CONTANGO ORE, INC. Date Date /s/ RICK VAN NIEUWENHUYSE March 16, 2026 /s/ MIKE CLARK March 16, 2026 Rick Van Nieuwenhuyse President, Chief Executive Officer, and Director (Principal Executive Officer) Mike Clark Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date /s/ RICK VAN NIEUWENHUYSE President, Chief Executive Officer March 16, 2026 RICK VAN NIEUWENHUYSE (Principal Executive Officer) /s/ MIKE CLARK Chief Financial Officer March 16, 2026 MIKE CLARK and Secretary (Principal Financial and Accounting Officer) /s/ BRAD JUNEAU Chairman and Director March 16, 2026 BRAD JUNEAU /s/ MIKE CINNAMOND Director March 16, 2026 MIKE CINNAMOND /s/ CLYNT NAUMAN Director March 16, 2026 CLYNT NAUMAN /s/ RICHARD SHORTZ Director March 16, 2026 RICHARD SHORTZ /s/ DARWIN GREEN Director March 16, 2026 DARWIN GREEN 68 CONTANGO ORE, INC. INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (Baker Tilly US, LLP, Houston, Texas, PCAOB ID: 23 ) 70 Consolidated Balance Sheets 71 Consolidated Statements of Operations 72 Consolidated Statements of Cash Flows 73 Consolidated Statements of Stockholders’ Equity (Deficit) 74 Notes to Consolidated Financial Statements 75 69 Report of Ind ependent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Contango Ore, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Contango Ore, Inc. (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 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. 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 consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Baker Tilly US, LLP Houston, Texas March 15, 2026 We have served as the Company’s auditor since 2017. 70 CONTANGO ORE, INC. CONSOLIDATED B ALANCE SHEETS December 31, 2025 December 31, 2024 ASSETS CURRENT ASSETS: Cash and cash equivalents 64,837,617 20,058,477 Restricted cash 106,365 257,045 Prepaid expenses and other 3,290,962 1,114,522 Income taxes receivable 106,244 649,125 Total current assets 68,341,188 22,079,169 LONG-TERM ASSETS: Investment in Peak Gold, LLC 47,108,733 60,523,622 Property & equipment, net 52,065,293 50,577,097 Marketable securities 4,436,013 712,375 Total long-term assets 103,610,039 111,813,094 TOTAL ASSETS $ 171,951,227 $ 133,892,263 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 1,014,233 $ 418,836 Accrued liabilities 4,336,813 2,803,598 Royalty reimbursement advance 488,045 855,548 Derivative contract liability 66,465,622 29,076,582 Debt, current portion 4,000,000 42,600,000 Total current liabilities 76,304,713 75,754,564 NON-CURRENT LIABILITIES: Royalty reimbursement advance — 217,086 Asset retirement obligations 123,444 255,769 Contingent consideration liability 2,757,952 1,100,480 Derivative contract liability 37,191,718 28,615,525 Debt non-current portion, net 29,857,758 26,369,199 Deferred tax liability 617,353 306,995 Total non-current liabilities 70,548,225 56,865,054 TOTAL LIABILITIES 146,852,938 132,619,618 COMMITMENTS AND CONTINGENCIES (NOTES 8 and 12) STOCKHOLDERS’ EQUITY: Preferred Stock, 15,000,000 shares authorized — — Common Stock, $ 0.01 par value, 45,000,000 shares authorized; 14,968,929 shares issued and 14,966,449 shares outstanding as of December 31, 2025; 12,230,959 shares issued and 12,228,479 shares outstanding as of December 31, 2024 149,687 122,308 Additional paid-in capital 238,155,692 178,270,782 Treasury stock at cost ( 2,480 at December 31, 2025; and 2,480 shares at December 31, 2024) ( 48,308 ) ( 48,308 ) Accumulated deficit ( 213,158,782 ) ( 177,072,137 ) TOTAL STOCKHOLDERS’ EQUITY 25,098,289 1,272,645 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 171,951,227 $ 133,892,263 The accompanying notes are an integral part of these consolidated financial statements. 71 CONTANGO ORE, INC. CONSOLIDATED STA TEMENTS OF OPERATIONS Fiscal Year Ended December 31, Fiscal Year Ended December 31, 2025 2024 EXPENSES: Claim rental expense $ ( 463,949 ) $ ( 589,461 ) Exploration expense ( 5,820,896 ) ( 4,059,505 ) Depreciation expense ( 140,729 ) ( 121,876 ) Accretion expense — ( 9,542 ) General and administrative expense ( 13,082,874 ) ( 10,611,271 ) Total expenses ( 19,508,448 ) ( 15,391,655 ) Income from equity investment in Peak Gold, LLC 88,585,112 41,669,216 Total income from operations 69,076,664 26,277,561 OTHER INCOME/(EXPENSE): Interest and other income 1,772,675 480,235 Interest and finance expense ( 7,598,562 ) ( 11,731,622 ) Loss on derivative contracts ( 109,108,194 ) ( 54,150,141 ) Gain on metal sales 5,324,700 1,209,293 Gain/(loss) on marketable securities 4,749,312 ( 199,018 ) Total other income/(expense) ( 104,860,069 ) ( 64,391,253 ) Loss before income taxes ( 35,783,405 ) ( 38,113,692 ) Income tax (expense) / benefit ( 303,240 ) 83,401 NET LOSS $ ( 36,086,645 ) $ ( 38,030,291 ) LOSS PER SHARE Basic and diluted $ ( 2.80 ) $ ( 3.49 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING Basic and diluted 12,902,668 10,896,228 The accompanying notes are an integral part of these consolidated financial statements. 72 CONTANGO ORE, INC. CONSOLIDATED STAT EMENTS OF CASH FLOWS Year Ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 36,086,645 ) $ ( 38,030,291 ) Adjustments to reconcile net loss to net cash provided by operating activities: Stock-based compensation 3,356,510 2,638,635 Depreciation expense 140,729 121,876 Accretion expense — 9,542 Non-cash portion for lease expense 47,529 180 Equity earnings from investment in Peak Gold, LLC ( 88,585,112 ) ( 41,669,216 ) Cash distribution from Peak Gold, LLC 102,000,000 40,500,000 Unrealized loss from derivative contracts 45,965,233 34,274,326 Unrealized (gain)/loss from marketable securities ( 4,020,712 ) 199,018 Realized gain from marketable securities ( 728,600 ) — Interest expense paid in stock 466,610 400,048 Amortization of debt discount and debt issuance fees 2,388,559 4,108,887 Drawdown of silver royalty ( 584,589 ) ( 127,366 ) Deferred tax expense/(benefit) 310,358 ( 90,511 ) Changes in operating assets and liabilities: (Increase)/decrease in prepaid expenses and other 71,572 339,627 Increase/(decrease) in accounts payable and accrued liabilities 449,730 ( 1,326,643 ) Decrease/(increase) in income taxes receivable 542,882 ( 649,125 ) Net cash provided by operating activities 25,734,054 698,987 CASH FLOWS FROM INVESTING ACTIVITIES: Cash invested in Peak Gold, LLC — ( 31,290,000 ) Proceeds from the sale of marketable securities 1,025,674 — Cash consideration paid for Avidian Alaska Acquisition ( 350,000 ) ( 815,613 ) Acquisition of property and equipment ( 162,492 ) ( 23,667 ) Net cash provided by/(used in) investing activities 513,182 ( 32,129,280 ) CASH FLOWS FROM FINANCING ACTIVITIES: Cash proceeds from debt — 30,000,000 Principal repayments on debt ( 37,500,000 ) ( 7,900,000 ) Cash proceeds from common stock and warrant issuance, net 56,540,503 15,477,398 Shares repurchased for tax withholdings on share-based awards ( 659,279 ) — Debt issuance costs — ( 1,568,974 ) Net cash provided by financing activities 18,381,224 36,008,424 NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH 44,628,460 4,578,131 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR 20,315,522 15,737,391 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR 64,943,982 20,315,522 Supplemental disclosure of cash flow information Cash paid for: Total income tax paid, net of received ( 550,000 ) 656,235 Interest expense 3,817,877 7,229,674 Non-cash investing and financing activities Commitment fee derecognized and added to debt discount — 787,306 Shares issued for acquisitions 207,945 35,331,402 Change in estimate in contingent consideration liability 1,657,472 — Capitalized deferred acquisition costs 2,231,519 — Consideration payable for Avidian acquisition — 557,945 Accrued transaction costs for HighGold acquisition — 21,919 Total non-cash investing and financing activities 4,096,936 36,698,572 The accompanying notes are an integral part of these consolidated financial statements. 73 CONTANGO ORE, INC. CONSOLIDATED STA TEMENTS OF STOCKHOLDERS ’ EQUITY (DEFICIT) Additional Total Common Stock Paid-in Treasury Accumulated Stockholders’ Shares Amount Capital Stock Deficit Equity (Deficit) Balance at December 31, 2023 9,454,233 $ 94,542 $ 124,451,067 $ ( 48,308 ) $ ( 139,041,846 ) $ ( 14,544,545 ) Stock-based compensation — — 2,638,635 — — 2,638,635 Restricted shares grants 159,150 1,592 ( 1,592 ) — — — Common stock issuance 819,565 8,195 14,687,805 — — 14,696,000 Cost of common stock issuance — — ( 1,365,323 ) — — ( 1,365,323 ) Issuance of common stock from acquisitions 1,777,398 17,773 35,313,629 — — 35,331,402 Issuance of warrants — — 2,146,719 — — 2,146,719 Shares issued for convertible debt interest payment 20,613 206 399,842 — — 400,048 Net loss — — — — ( 38,030,291 ) ( 38,030,291 ) Balance at December 31, 2024 12,230,959 $ 122,308 $ 178,270,782 $ ( 48,308 ) $ ( 177,072,137 ) $ 1,272,645 Stock-based compensation — — 3,356,510 — — 3,356,510 Restricted shares grants 302,600 3,026 ( 3,026 ) — — — Common stock issuance 2,455,898 24,559 59,804,062 — — 59,828,621 Cost of common stock issuance — — ( 3,288,118 ) — — ( 3,288,118 ) Common stock issuance for acquisitions 11,216 112 207,833 — — 207,945 Shares repurchased for tax withholdings on share-based awards ( 60,763 ) ( 608 ) ( 658,671 ) — — ( 659,279 ) Shares issued for convertible debt interest payment 29,019 290 466,320 — — 466,610 Net loss — — — — ( 36,086,645 ) ( 36,086,645 ) Balance at December 31, 2025 14,968,929 $ 149,687 $ 238,155,692 $ ( 48,308 ) $ ( 213,158,782 ) $ 25,098,289 The accompanying notes are an integral part of these consolidated financial statements. 74 CONTANGO ORE, INC. NOTES TO CONSOL IDATED FINANCIAL STATEMENTS 1. Organization and Business Contango ORE, Inc. (“CORE” or the “Company”) was formed on September 1, 2010 as a Delaware corporation for the purpose of engaging in the exploration for and development of gold ore and associated minerals in the State of Alaska. On January 8, 2015, CORE Alaska, LLC, a wholly-owned subsidiary of the Company (“CORE Alaska”), and a subsidiary of Royal Gold, Inc. (“Royal Gold”) formed Peak Gold, LLC (the “Peak Gold JV”). On September 30, 2020, CORE Alaska sold a 30 % membership interest in the Peak Gold JV to KG Mining (Alaska), Inc. (“KG Mining”), an indirect wholly-owned subsidiary of Kinross Gold Corporation (“Kinross”), a large gold producer with a diverse global portfolio and extensive operating experience in Alaska. The sale is referred to herein as the “CORE Transactions”. Concurrently with the CORE Transactions, KG Mining, in a separate transaction, acquired 100 % of the equity of Royal Alaska, LLC from Royal Gold, which held Royal Gold’s 40 % membership interest in the Peak Gold JV (the “Royal Gold Transactions” and, together with the CORE Transactions, the “Kinross Transactions”). After the consummation of the Kinross Transactions, CORE Alaska retained a 30 % membership interest in the Peak Gold JV. 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: • its 30 % membership interest in Peak Gold JV, which leases approximately 675,000 acres from the Tetlin Tribal Council and holds approximately 13,000 additional acres of State of Alaska mining claims (such combined acreage, the “Peak Gold JV Property”) for exploration and development, including in connection with the Peak Gold JV’s production from the Main and North Manh Choh deposits within the Peak Gold JV Property (“Manh Choh” or the “Manh Choh Project”); • its wholly-owned subsidiary, Contango Mining Canada Inc., a corporation organized under the laws of British Columbia (“Contango Mining Canada”), which holds the Company’s 100 % equity interest in HighGold Mining Inc., a corporation existing under the laws of the Province of British Columbia (“HighGold”). HighGold holds the Company’s 100 % equity interest in JT Mining, Inc., which leases for exploration the mineral rights to approximately 21,000 acres (“Johnson Tract” or the “Johnson Tract Project”), located near tidewater, 125 miles southwest of Anchorage, Alaska, from Cook Inlet Region, Inc. (“CIRI”), one of 12 land-based Alaska Native regional corporations created by the Alaska Native Claims Settlement Act of 1971; • its wholly-owned subsidiary, Contango Lucky Shot Alaska, LLC ("LSA") (formerly Alaska Gold Torrent, LLC), an Alaska limited liability company, which leases for exploration the mineral rights to approximately 8,600 acres of State of Alaska and patented mining claims ("Lucky Shot" or the "Lucky Shot Property"), located in the Willow Mining District about 75 miles north of Anchorage, Alaska, from Alaska Hard Rock, Inc.; • its wholly-owned subsidiary, Contango Minerals Alaska, LLC (“Contango Minerals”), which separately controls the mineral rights to approximately 145,330 acres of State of Alaska mining claims for exploration, including (i) approximately 69,780 acres located immediately northwest of the Peak Gold JV Property (the “Eagle/Hona Property”), (ii) approximately 14,850 acres located northeast of the Peak Gold JV Property (the “Triple Z Property”), (iii) approximately 52,700 acres of new property in the Richardson district of Alaska (the “Shamrock Property”) and (iv) approximately 8,000 acres located to the north and east of the Lucky Shot Property (the “Willow Property” and, together with the Eagle/Hona Property, the Triple Z Property, and the Shamrock Property, collectively the “Minerals Property”); and • 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 (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”). 75 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. 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. The Peak Gold JV has entered into an Ore Haul Agreement with Black Gold Transport, located in North Pole, Alaska to transport the run-of-mine ore from the Manh Choh Project to the Fort Knox facilities. 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., 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. 2. Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. 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. 3. Liquidity The Company’s cash needs going forward will primarily relate to exploration of the Contango Properties, repayment of debt and related interest, and general and administrative expenses of the Company. As of 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. 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. 4. Summary of Significant Accounting Policies The Company’s significant accounting policies are described below. 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. 76 Management Estimates . The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Other items subject to estimates and assumptions include, but are not limited to, the carrying amounts of property and equipment, asset retirement obligations, valuation of contingent consideration, valuation allowances for deferred income tax assets and valuation of derivative instruments. Management evaluates estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic and commodity price environment. Stock-Based Compensation . The Company applies the fair value method of accounting for stock-based compensation. Under this method, compensation cost is measured at the grant date based on the fair value of the award and is recognized over the award vesting period. The Company classifies the benefits of tax deductions in excess of the compensation cost recognized for the options (excess tax benefit) as financing cash flows. The fair value of each option award is estimated as of the date of grant using the Black-Scholes option-pricing model. 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 . The Company follows the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements and (ii) operating loss and tax credit carry-forwards for tax purposes. Deferred tax assets are reduced by a valuation allowance when, based upon management’s estimates, it is more likely than not that a portion of the deferred tax assets will not be realized in a future period. Investment in the Peak Gold JV. 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. 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 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. Property and equipment are stated at cost less accumulated depreciation. Depreciation and amortization are computed for assets placed in service using the straight‐line method over the estimated useful life of the asset. When assets are retired or sold, the costs and related allowances for depreciation and amortization are eliminated from the accounts, and any resulting gain or loss is reflected in operations. The Company reviews long‐lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. 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. 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. If a commercially mineable ore body is discovered, such costs are amortized when production begins using the units‐of‐production method based on estimated reserves. If no commercially mineable ore body is discovered, or such rights are otherwise determined to have no value, such costs are expensed in the period in which it is determined the property has no future economic value. Fair Value Measurement . The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. 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 77 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: Level 1 – Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities. Level 2 – Other inputs that are observable directly or indirectly, such as quoted prices in markets that are not active or inputs, which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 – Unobservable inputs for which there are little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instrument’s complexity. 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, 2025 and the fiscal year ended December 31, 2024. Fair Value on a Recurring Basis The Company performs fair value measurements on a recurring basis for the following: • 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 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 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. ("Onyx"). Changes in the fair value of this investment are recorded through income using quoted prices obtained from securities exchanges; and • 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. 78 The following table summarizes the fair value of the Company's financial assets and liabilities, by level within the fair-value hierarchy: As of December 31, 2025 Level 1 Level 2 Level 3 Financial Assets Marketable securities - noncurrent $ 4,436,013 $ - $ - Financial Liabilities Derivative Liability - current $ - $ 66,465,622 $ - Derivative Liability - noncurrent $ - $ 37,191,718 $ - Contingent consideration liability - noncurrent $ - $ - $ 2,757,952 As of December 31, 2024 Financial Assets Marketable securities - noncurrent $ 712,375 $ - $ - Financial Liabilities Derivative Liability - current $ - $ 29,076,582 $ - Derivative Liability - noncurrent $ - $ 28,615,525 $ - Contingent consideration liability - noncurrent $ - $ - $ 1,100,480 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 The Company applies the provisions of the fair value measurement standard on a non-recurring basis to its non-financial assets and liabilities, including mineral properties, business combinations, and asset retirement obligations. 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 . In determining whether an acquisition should be accounted for as a business combination or asset acquisition, the Company first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this is the case, the single identifiable asset or the group of similar assets is not deemed to be a business, and is instead deemed to be an asset. If this is not the case, the Company then further evaluates whether the single identifiable asset or group of similar identifiable assets and activities includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If so, the Company concludes that the single identifiable asset or group of similar identifiable assets and activities is a business. The Company accounts for business combinations using the acquisition method of accounting. Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognized at fair value as of the acquisition date and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill, which is not amortized for accounting purposes but is subject to testing for impairment at least annually. The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. 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. The Company purchased 100 % of the outstanding membership interests of HighGold and Avidian Alaska (See Note 8). The Company accounted for the purchase as an asset acquisition, and thus allocated the total acquisition cost to the assets acquired on a relative fair value basis. 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 79 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. Risk Management Objective of Using Derivatives. The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by gold future pricing. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments. Non-designated Hedges. Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to fluctuations in the market price of gold and the Company has elected not to apply hedge accounting. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. Asset Retirement Obligations . Asset retirement obligations (including reclamation and remediation costs) associated with operating and non-operating mine sites are recognized when an obligation is incurred and the fair value can be reasonably estimated. Fair value is measured as the present value of expected cash flow estimates, after considering inflation, our credit-adjusted risk-free rates and a market risk premium appropriate for our operations. The liability is accreted over time through periodic charges to earnings. In addition, the asset retirement cost is capitalized as part of the asset’s carrying value and amortized over the life of the related asset. Reclamation costs are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation costs. The estimated reclamation obligation is based on when spending for an existing disturbance is expected to occur. Costs included in estimated asset retirement obligations are discounted to their present value as cash flows are readily estimable. 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, 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 . Recently Issued Accounting Pronouncements. 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. 5. Prepaid Expenses and Other 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. 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). 80 6. 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 December 31, 2025 2024 Weighted Average Loss Weighted Average Loss Net Loss Shares Per Share Net Loss Shares Per Share Net Loss $ ( 36,086,645 ) $ ( 38,030,291 ) Basic Net Loss per Share: Net loss attributable to common stock $ ( 36,086,645 ) 12,902,668 $ ( 2.80 ) $ ( 38,030,291 ) 10,896,228 $ ( 3.49 ) Diluted Net Loss per Share: Net loss attributable to common stock $ ( 36,086,645 ) 12,902,668 $ ( 2.80 ) $ ( 38,030,291 ) 10,896,228 $ ( 3.49 ) 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. 7. 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, 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. The remaining restricted stock outstanding will vest between January 2026 and March 2027. ATM Offering On June 8, 2023, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), pursuant to which the Company may offer and sell from time to time up to $ 40,000,000 of shares of the Company’s common stock through the Agent (the “ATM Offering”). 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 81 sales made directly on or through the New York Stock Exchange or on any other existing trading market for the Company’s common stock. The Company has no obligation to sell any of the common stock under the Sales Agreement and may at any time suspend or terminate the offering of its common stock pursuant to the Sales Agreement upon notice and subject to other conditions. The Agent will act as sales agent and will use commercially reasonable efforts to sell on the Company’s behalf all of the common stock requested to be sold by the Company, consistent with the Agent’s normal trading and sales practices, on mutually agreed terms between the Agent and the Company. The Company pays the Agent a commission of 2.75 % of the gross proceeds of the Shares sold through it under the Sales Agreement. 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 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. Underwritten Offering On June 10, 2024, the Company entered into an underwriting agreement (the "June 2024 Underwriting Agreement") with Canaccord Genuity LLC and Cormark Securities Inc. (collectively, the "June 2024 Underwriters"), relating to the underwritten public offering (the “ June 2024 Offering”) of 731,750 units (the "Units") of the Company at a price of $ 20.50 per Unit. Each Unit consists of (i) one share of the Company's common stock and (ii) one-half of one accompanying warrant. Each whole accompanying warrant is exercisable to purchase one share of the Company's common stock at a price of $ 26.00 per warrant, exercisable for a period of 36 months. The June 2024 Underwriters agreed to purchase the Units from the Company pursuant to the June 2024 Underwriting Agreement at a price of $ 19.37 per Unit, which included a 5.5 % underwriting discount. The fair value of each warrant 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 4.57 %; (ii) expected life of 3.0 years; (iii) expected volatility of 57 %; and (iv) expected dividend yield of 0 %. The net proceeds from the June 2024 Offering were $ 13.7 million after deducting underwriting discounts and commissions and offering expenses. The June 2024 Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3. The June 2024 Offering closed on June 12, 2024. 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. 8. Acquisitions HighGold Acquisition On May 1, 2024 , the Company entered into a definitive arrangement agreement (the “Arrangement Agreement”) by and among the Company, Contango Mining Canada Inc., a corporation organized under the laws of British Columbia and a wholly owned subsidiary of the Company, and HighGold, pursuant to which the Company acquired 100 % of the outstanding equity interests of HighGold (the “HighGold Acquisition”) by way of a court approved plan of arrangement under the Business Corporations Act (British Columbia). The HighGold Acquisition, which was approved by HighGold shareholders at HighGold’s special meeting held on June 27, 2024, was subsequently approved by the Supreme Court of British Columbia on July 2, 2024. On July 10, 2024, the Company completed the HighGold Acquisition and, as contemplated by the Arrangement Agreement, each HighGold share of common stock was exchanged for 0.019 shares of Contango common stock, par value 82 $ 0.01 per share (the “common stock”). HighGold options were also exchanged, directly or indirectly, for Contango shares of common stock, based on the fair market value of the HighGold options prior to the closing date. Upon closing of the HighGold Acquisition, the Company issued an aggregate of 1,698,887 shares of Contango common stock, with a value of $ 33.8 million, to HighGold shareholders in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 3(a)(10) of the Securities Act. Such exemption was based on the final order of the Supreme Court of British Columbia issued on July 2, 2024, approving the Acquisition following a hearing by the court which considered, among other things, the fairness of the Acquisition to the persons affected. Upon completion of the Acquisition, existing Contango shareholders own approximately 85.9 % and HighGold shareholders own approximately 14.1 % of the combined company. Avidian Alaska Acquisition On May 1, 2024 , the Company entered into a stock purchase agreement with Avidian Gold Corp. (“Avidian”) pursuant to which the Company has agreed to purchase Avidian’s 100 % owned Alaskan subsidiary, Avidian Gold Alaska Inc., for initial consideration of $ 2,400,000 , with a contingent payment for up to $ 1,000,000 (the “Avidian Alaska Acquisition”). 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 ($ 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. ASC 805 requires that an acquirer determine whether it has acquired a business. If the criteria of ASC 805 are met, a transaction would be accounted for as a business combination and the purchase price is allocated to the respective net assets assumed based on their fair values and a determination is made whether any goodwill results from the transaction. In evaluating the criteria outlined by this standard, the Company concluded that the acquired set of assets did not meet the US GAAP definition of a business (there are several reasons the assets do not constitute a business including the fact that the assembled workforce does not currently perform a substantive process). Therefore, the Company accounted for both purchases as an asset acquisition. With regards to the HighGold acquisition, the Company allocated the total consideration transferred on the date of the acquisition, approximately $ 35.0 million, to the assets acquired on a relative fair value basis. The total consideration transferred was comprised of $ 33.8 million in shares and $ 1.2 million in direct transactions costs. With regards to the Avidian Alaska acquisition, the Company allocated the total consideration transferred on the date of the acquisition, approximately $ 2.1 million, to the assets acquired on a relative fair value basis. The total consideration was comprised of $ 0.4 million in scheduled cash payments, and $ 1.7 million in shares. The Avidian Alaska acquisition included a $ 1,000,000 payable contingent upon the Company achieving a decision to proceed with commercial production within 120 months of the closing date. Given that the Company is still in the early exploration stage of the Avidian claims and has no current plans or data that would support the development of a mine, it cannot reasonably conclude that reaching commercial production is probable. As such, no liability will be recognized for the deferred consideration. If circumstances change within the 120-month period outlined by the Avidian stock purchase agreement and commercial production is deemed probable, management will recognize the deferred consideration with a corresponding increase to the related mineral property. As such, the Company will no t recognize any amount for the deferred consideration portion in the acquisition of Avidian. 9. Property & Equipment The table below sets forth the book value by type of fixed asset as well as the estimated useful life: 83 Asset Type Estimated Useful Life December 31, 2025 December 31, 2024 Mineral properties Not Depleted $ 50,358,809 $ 48,833,661 Land Not Depreciated 87,737 87,737 Buildings and improvements 20 - 39 1,455,546 1,455,546 Machinery and equipment 3 - 10 544,064 420,171 Vehicles 5 184,032 136,037 Computer and office equipment 5 27,731 39,560 Furniture & fixtures 5 2,270 2,270 Right of use asset 2 86,952 86,952 Less: Accumulated depreciation and amortization ( 559,712 ) ( 362,701 ) Less: Accumulated impairment ( 122,136 ) ( 122,136 ) Property & Equipment, net $ 52,065,293 $ 50,577,097 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. 10. 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, 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. 84 The following table is a roll-forward of our investment in the Peak Gold JV as of December 31, 2025: Investment in Peak Gold, LLC Investment balance at December 31, 2023 $ 28,064,405 Investment in Peak Gold, LLC 15,450,000 Loss from equity investment in Peak Gold, LLC ( 140,253 ) Investment balance at March 31, 2024 $ 43,374,152 Investment in Peak Gold, LLC 11,790,000 Loss from equity investment in Peak Gold, LLC ( 695,633 ) Investment balance at June 30, 2024 $ 54,468,519 Investment in Peak Gold, LLC 4,050,000 Distributions received from Peak Gold, LLC ( 19,500,000 ) Income from equity investment in Peak Gold, LLC 28,525,857 Investment balance at September 30, 2024 $ 67,544,376 Distributions received from Peak Gold, LLC ( 21,000,000 ) Income from equity investment in Peak Gold, LLC 13,979,246 Investment balance at December 31, 2024 $ 60,523,622 Distributions received from Peak Gold, LLC ( 24,000,000 ) Income from equity investment in Peak Gold, LLC 22,320,034 Investment balance at March 31, 2025 $ 58,843,656 Distributions received from Peak Gold, LLC ( 30,000,000 ) Income from equity investment in Peak Gold, LLC 27,326,184 Investment balance at June 30, 2025 $ 56,169,840 Distributions received from Peak Gold, LLC ( 33,000,000 ) Income from equity investment in Peak Gold, LLC 29,533,425 Investment balance at September 30, 2025 $ 52,703,265 Distributions received from Peak Gold, LLC ( 15,000,000 ) Income from equity investment in Peak Gold, LLC 9,405,468 Investment balance at December 31, 2025 $ 47,108,733 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: December 31, 2025 December 31, 2024 ASSETS Current assets $ 168,737,044 $ 166,365,590 Non-current assets 198,799,122 218,643,898 TOTAL ASSETS $ 367,536,166 $ 385,009,488 LIABILITIES AND MEMBERS’EQUITY Current liabilities $ 64,110,196 $ 45,985,161 Non-current liabilities 68,148,959 59,031,019 TOTAL LIABILITIES $ 132,259,155 $ 105,016,180 MEMBERS’ EQUITY 235,277,011 279,993,308 TOTAL LIABILITIES AND MEMBERS’ EQUITY $ 367,536,166 $ 385,009,488 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: 85 Fiscal Year Ended Fiscal Year Ended December 31, 2025 December 31, 2024 Revenue $ 645,561,578 $ 344,859,461 Cost of sales ( 289,074,573 ) ( 168,125,264 ) Gross profit 356,487,005 176,734,197 Other expenses ( 61,203,303 ) ( 37,836,809 ) Net Income $ 295,283,702 $ 138,897,388 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. 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. 11. Stock Based Compensation On September 15, 2010, the Board adopted the Contango ORE, Inc. Equity Compensation Plan (the “2010 Plan”). On November 10, 2022, the stockholders of the Company approved and adopted the Second Amendment (the “Second Amendment”) to the Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan (as amended, the “Amended Equity Plan”) which increased the number of shares of common stock that the Company may issue under the Amended Equity Plan by 600,000 shares. Under the Amended Equity Plan, the Board may issue up to 2,600,000 shares of common stock and options to officers, directors, employees or consultants of the Company. Awards made under the Amended Equity Plan are subject to such restrictions, terms and conditions, including forfeitures, if any, as may be determined by the Board. On November 14, 2023, the stockholders of the Company approved and adopted the 2023 Omnibus Incentive Plan (the “2023 Plan”) (together with the Amended Equity Plan referred to as the “Equity Plans”), which replaces the 2010 Plan with respect to new grants by the Company. Shares available for grant under the 2023 Plan consist of 193,500 shares of common stock plus (i) any shares remaining available for grant under the 2010 Plan ( 316,539 shares as of December 31, 2025), (ii) unexercised shares subject to appreciation awards (i.e. stock options or other stock-based awards based on the appreciation in value of a share of the Company’s common stock) granted under the 2010 Plan that expire, terminate, or are canceled for any reason without having been exercised in full, and (iii) shares subject to awards that are not appreciation awards granted under the 2010 Plan that are forfeited for any reason. Stock Options. Under the Equity Plans, options granted must have an exercise price equal to or greater than the market price of the Company’s common stock on the date of grant. The Company may grant key employees both incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, and stock options that are not qualified as incentive stock options. Stock option grants to non-employees, such as directors and consultants, may only be stock options that are not qualified as incentive stock options. Options generally expire after five years . Upon option exercise, the Company’s policy is to issue new shares to option holders. The Company applies the fair value method to account for stock option expense. Under this method, cash flows from the exercise of stock options resulting from tax benefits in excess of recognized cumulative compensation cost (excess tax benefits) are classified as financing cash flows. See Note 4 - Summary of Significant Accounting Policies. All employee stock option grants are expensed over the stock option’s vesting period based on the fair value at the date the options are granted. The fair value of each option is estimated as of the date of grant using the Black-Scholes options-pricing model. Expected volatilities are based on the historical weekly volatility of the Company’s stock with a look-back period equal to the expected term of the options. The expected dividend yield is zero as the Company has never declared and does not anticipate declaring dividends on its common stock. The expected term of the options granted represent the period of time that the options are expected to be outstanding. The simplified method is used for estimating the expected term, due to the lack of historical stock option exercise activity. The risk-free interest rate is based on U.S. Treasury bills with a duration equal to or close to the expected term of the options at the time of grant. There were no newly vested stock options 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 . 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. 86 Restricted Stock. Under the Equity Plans, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) shall determine to what extent, and under what conditions, the Participant shall have the right to vote shares of Stock Awards and to receive any dividends or other distributions paid on such shares during the restriction period. The terms and applicable voting and dividend rights are outlined in the individual restricted stock agreements. All restricted stock grants are expensed over the applicable vesting period based on the fair value at the date the stock is granted. The grant date fair value may differ from the fair value on the date the individual’s restricted stock actually vests. The 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. 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. Below table indicates the unvested restricted stock balance as of December 31, 2025 and December 31, 2024: Number of restricted shares unvested Balance - January 1, 2025 436,863 Restricted shares granted 302,600 Restricted shares vested ( 358,733 ) Balance - December 31, 2025 380,730 Balance - January 1, 2024 433,528 Restricted shares granted 159,150 Restricted shares vested ( 155,815 ) Balance - December 31, 2024 436,863 12. Commitments and Contingencies Tetlin Lease . The Tetlin Lease had an initial ten-year term beginning July 2008 which was extended for an additional ten years to July 15, 2028, and for so long thereafter as the Peak Gold JV initiates and continues to conduct mining operations on the Tetlin Lease. Pursuant to the terms of the Tetlin Lease, the Peak Gold JV is required to spend $ 350,000 per year until July 15, 2028 in exploration costs. The Company’s exploration expenditures through the 2023 exploration program have satisfied this requirement because exploration funds spent in any year in excess of $ 350,000 are credited toward future years’ exploration cost requirements. Additionally, should the Peak Gold JV derive revenues from the properties covered under the Tetlin Lease, the Peak Gold JV is required to pay the Tetlin Tribal Council a production royalty ranging from 3 % to 5 %, depending on the type of metal produced and the year of production. In lieu of a $ 450,000 cash payment to the Peak Gold JV from the Tetlin Tribal Council to increase its production royalty by 0.75 %, the Peak Gold JV agreed to credit the $ 450,000 against future production royalty and advance minimum royalty payments due to the Tetlin Tribal Council under the lease once production begins. Until such time as production royalties begin, the Peak Gold JV must pay the Tetlin Tribal Council an advance minimum royalty of approximately $ 75,000 per year, and subsequent years are escalated by an inflation adjustment. Production commenced in July 2024 and the Peak Gold JV has started to satisfy the production royalty obligations pursuant to the terms of the Tetlin Lease. Gold Exploration . 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 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. Annual claims rentals for the 202 4- 202 5 assessment year totaled $ 436,258 . The Company paid the current year claim rentals in November 2025. The associated rental expense is amortized over the rental claim period, September 1 st - August 31 st of each year. Lucky Shot Property . With regard to the Lucky Shot Property, the Company will be obligated to pay CRH Funding II PTE. 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 87 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 . Royal Gold currently holds a 3 % overriding royalty on the Tetlin Lease and certain state mining claims. 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. 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 $ 584,589 in interest and other income for the fiscal year ended December 31, 2025. CIRI Lease Agreement. JT Mining Inc. entered into a lease agreement effective May 17, 2019 with CIRI and shall pay the sum of $ 150,000 on the fifth through ninth anniversaries of the effective date, provided that JT Mining Inc.'s obligations to make such payments shall terminate on the commencement of Commercial Production as defined under the agreement. A Commercial Production decision has not been made to date. CIRI Exploration Agreement. JT Mining Inc. entered into an exploration agreement effective July 1, 2023 with CIRI and on each anniversary of the effective date thereafter during the 4 year term shall pay to CIRI an amount equal to $ 25,000 as consideration for grant of the rights under the agreement and for the purpose of covering CIRI's administrative costs associated with exploration activities. Mining Lease and Option to Purchase Agreement Amanita Project. Avidian Alaska entered into a 15 year lease agreement with an effective date of July 18, 2015 with Tanya Stolz. Avidian Alaska shall pay minimum annual lease payments as outlined under the schedule in section 4.1 of the agreement. Avidian Alaska's obligation for July 18, 2025 is $ 100,000 and will increase by $ 10,000 per year, with a final payment on July 18, 2030 for $ 130,000 . The minimum payments will be credited against Avidian Alaska's royalty payment obligations under the agreement and the Company is currently in good standing. Employment Agreements . 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 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 CEO 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 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. 88 Short Term Incentive Plan . The Compensation Committee of the Company's board of directors (the “Compensation Committee”) adopted a Short-Term Incentive Plan (the “STIP”) for the benefit of its executive officers. Pursuant to the terms of the STIP, the Compensation Committee establishes performance goals at the beginning of each year and then at the end of the year will evaluate the extent to which, if any, the officers meet such goals. The STIP provides for a payout ranging between 0 % and 150 % of an officer’s annual base salary, depending on what performance rating is achieved. Amounts due under the STIP can be partially settled in the form of restricted stock, subject to the terms of the 2023 Plan and discretion of the Compensation Committee. Committee for Safe Communities Complaint. On October 20, 2023, the Committee for Safe Communities ("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. On July 1, 2024, the Village of Dot Lake, a federally recognized Indian Tribe, located approximately 50 miles from the Manh Choh mine on the ore haul route along the Alaska Highway (“Dot Lake”), filed a Complaint in the U.S. District Court for the District of Alaska against U.S. Army Corps of Engineers (the “Corps”) and Lt. General Scott A. Spellmon, in his official capacity as Chief of Engineers and Commanding General of the Corps. The Complaint 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 89 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. 13. 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, 2025 % Income tax benefit at US federal statutory tax rate $ ( 7,514,515 ) 21.00 % State income taxes expense, net of federal income tax effect* 160,347 - 0.21 % Effect of cross-border tax laws 173,618 - 0.46 % Foreign tax effects Canada: Statutory tax rate difference 294,821 - 0.79 % Change in valuation allowance ( 805,516 ) 2.15 % Nontaxable or nondeductible items Convertible Debt Interest 397,693 - 1.06 % Other 644,360 - 1.72 % Changes in valuation allowance 6,780,199 - 19.26 % Other 172,233 - 0.46 % Income tax expense $ 303,240 - 0.81 % * In 2025, state and local income taxes in Alaska comprise the majority of the state and local income taxes, net of federal tax. 90 A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations follows: Fiscal Year Ended December 31, 2024 Income tax benefit at statutory tax rate $ ( 8,016,170 ) State tax benefit ( 20,943 ) Return to provision ( 1 ) Effect of rates different than statutory ( 74,936 ) Permanent differences 347,651 Convertible debt interest 397,630 Other valuation allowance 7,283,368 Income tax benefit $ ( 83,401 ) 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, 2025 Jurisdiction US - Federal $ ( 550,000 ) US - State — Foreign - Canada — Total income tax refunds $ ( 550,000 ) The following table summarizes the components of loss before taxes: Fiscal Year Ended December 31, Fiscal Year Ended December 31, 2025 2024 Pre-tax Book (Loss) Income: US $ ( 40,697,089 ) $ ( 36,769,141 ) Foreign 4,913,684 ( 1,344,551 ) Total Worldwide Pre-tax Book Loss $ ( 35,783,405 ) $ ( 38,113,692 ) The following table summarizes the components of the income tax provision: Fiscal Year Ended December 31, Fiscal Year Ended December 31, 2025 2024 Current: Federal $ ( 3,698 ) $ 3,690 State ( 3,420 ) 3,420 Total current income tax (benefit) / expense $ ( 7,118 ) $ 7,110 Deferred: Federal $ 229,280 $ ( 66,866 ) State 81,078 ( 23,645 ) Total deferred income tax (benefit) / expense $ 310,358 $ ( 90,511 ) Total income tax (benefit) / expense $ 303,240 $ ( 83,401 ) 91 The net deferred tax liability is comprised of the following: As of December 31, As of December 31, 2025 2024 Deferred Tax Assets: Net Operating Losses $ 28,660,724 $ 17,003,077 Derivatives 25,604,789 16,081,852 Capitalized Exploration 11,153,058 13,424,850 Investment In Peak Gold JV — 3,704,040 Other Assets 1,228,312 2,022,226 Total Deferred Tax Assets 66,646,883 52,236,045 Valuation allowance ( 57,180,175 ) ( 52,236,045 ) 9,466,708 — Deferred Tax Liabilities Investment In Peak Gold JV ( 9,789,261 ) — Other Liabilities ( 294,800 ) ( 306,995 ) Total Deferred Tax Liabilities ( 10,084,061 ) ( 306,995 ) Net Deferred Tax Liability $ ( 617,353 ) $ ( 306,995 ) 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 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 $ 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. Generally, an ownership change occurs if certain persons or groups, increase their aggregate ownership in us by more than 50 percentage points looking back over a rolling three-year period. If an ownership change occurs, our ability to use our NOLs to reduce income taxes is limited to an annual amount, or the Section 382 limitation, equal to the fair market value of our common stock immediately prior to the ownership change multiplied by the long term tax-exempt interest rate, which is published monthly by the Internal Revenue Service. 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. 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. 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; however, the Company does not expect the change to have a significant impact on our results of operations or our financial position. 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 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. 92 14. Debt The table below shows the components of Debt, net as of December 31, 2025 and December 31, 2024: December 31, 2025 December 31, 2024 Secured Debt Facility Principal amount - Term debt $ 14,600,000 $ 52,100,000 Unamortized debt discount ( 44,535 ) ( 1,188,535 ) Unamortized debt issuance costs ( 415,471 ) ( 1,543,742 ) Debt, net $ 14,139,994 $ 49,367,723 Unsecured, Subordinated Convertible Debenture Principal amount $ 20,000,000 $ 20,000,000 Unamortized debt discount ( 227,600 ) ( 321,377 ) Unamortized debt issuance costs ( 54,636 ) ( 77,147 ) Debt, net $ 19,717,764 $ 19,601,476 Total Debt, net $ 33,857,758 $ 68,969,199 Less current portion $ 4,000,000 $ 42,600,000 Debt non-current portion, net $ 29,857,758 $ 26,369,199 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 ("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 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. 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. 93 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, 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. Pursuant to the MLA Fee Letter, the Company paid the Mandated Parties on the date of the initial disbursement at the initial closing an upfront fee, calculated based on the principal amount of the Facility. Additionally, the Company paid the Mandated Parties an initial disbursement upfront fee, calculated based on the initial disbursement of $ 10 million. 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 On April 26, 2022 , the Company closed on a $ 20,000,000 unsecured convertible debenture to Queen’s Road Capital Investment, Ltd. (“QRC”). 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. 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”). 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. In connection with the issuance of the debenture, the Company agreed to pay an establishment fee of 3 % of the debenture face amount. In accordance with the investment agreement, QRC elected to receive the establishment fee in shares of common stock valued at $ 24.82 per share, for a total of 24,174 shares. 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. The investor rights agreement contains provisions that require QRC and its affiliates, while they own 5 % or more of our outstanding common stock, to standstill, not to participate in any unsolicited or hostile takeover of the Company, not to tender its shares of common stock unless the Company’s board recommends such tender, to vote its shares of common stock in the manner recommended by the Company’s board to its stockholders, and not to transfer its shares of common stock representing more than 0.5 % of outstanding shares without notifying the Company in advance, whereupon the Company will have a right to purchase those shares. The fair value of the Debenture (Level 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 $ 1.9 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 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 94 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. Any derivatives identified will be recorded at the applicable fair value as of the end of each reporting period. 15. 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 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: Period Commodity Volume Weighted Average Price ($/oz) 2026 Gold 28,000 $ 2,025 2027 Gold 15,000 $ 1,933 43,000 $ 1,993 Fair Values of Derivative Instruments on the Balance Sheet The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024. As of December 31, 2025 As of December 31, 2024 Derivatives not designated as hedging instruments Balance Sheet Location Gross Recognized Assets / Liabilities Gross Amounts Offset Net Recognized Assets / Liabilities Gross Recognized Assets / Liabilities Gross Amounts Offset Net Recognized Assets / Liabilities Commodity Contracts Derivative contract asset - current $ — $ — $ — $ — $ — $ — Commodity Contracts Derivative contract liability - current $ ( 66,465,622 ) $ — $ ( 66,465,622 ) $ ( 29,076,582 ) $ — $ ( 29,076,582 ) Commodity Contracts Derivative contract asset - noncurrent $ — $ — $ — $ — $ — $ — Commodity Contracts Derivative contract liability - noncurrent $ ( 37,191,718 ) $ — $ ( 37,191,718 ) $ ( 28,615,525 ) $ — $ ( 28,615,525 ) 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. If the Company had breached any of these provisions as of December 31, 2025, it could have been required to settle its obligations under the agreements at their termination value of $ 103,657,340 . 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, 2025 and 2024. 95 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) Year Ended December 31, 2025 Year Ended December 31, 2024 Commodity Contracts Unrealized loss on derivative contracts $ ( 45,965,233 ) $ ( 34,274,326 ) Commodity Contracts Realized loss on derivative contracts $ ( 63,142,961 ) $ ( 19,875,815 ) Total $ ( 109,108,194 ) $ ( 54,150,141 ) Credit-risk-related Contingent Features Cross Default. The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. Material adverse change. Certain of the Company's agreements with its derivative counterparties contain provisions where if a specified event or condition occurs that materially changes the Company's creditworthiness in an adverse manner, the Company may be required to fully collateralize its obligations under the derivative instrument. Incorporation of loan covenants. The Company has an agreement with a derivative counterparty that incorporates the loan covenant provisions of the Company's indebtedness with a lender affiliate of the derivative counterparty. 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. Metal Sales 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. 96 16. General and Administrative Expense s The following table presents the Company's general and administrative expenses for fiscal year ended December 31, 2025 and 2024. Fiscal Year Ended December 31, Fiscal Year Ended December 31, 2025 2024 General and administrative expenses: Marketing and investor relations $ 856,372 $ 391,825 Office and administrative costs 411,513 665,598 Insurance 1,068,713 1,294,758 Professional fees 1,961,036 1,773,338 Regulatory fees 519,656 518,960 Salaries and benefits 4,057,084 2,250,805 Stock-based compensation 3,356,510 2,638,635 Travel 191,001 410,776 Director fees 660,989 666,576 Total $ 13,082,874 $ 10,611,271 17. Segments The Company engages in exploration and development for gold ore and associated minerals in Alaska. The Company also holds a 30 % membership interest in Peak Gold, JV which achieved production in 2024. The reportable segments are those operations whose operating results are reviewed by the chief operating decision maker ("CODM") to make decisions about resources to be allocated. The Company's CODM is the President and Chief Executive Officer and is responsible for the management of the Company. An operating segment is a component of an entity that engages in business activities, operating results are "regularly" reviewed 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. 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 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 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. 97 Fiscal Year Ended December 31, 2025 Exploration Peak Gold JV Corporate and other reconciling items Consolidated EXPENSES: Claim rental expense $ ( 463,949 ) $ — $ — $ ( 463,949 ) Exploration expense Johnson Tract $ ( 3,565,869 ) $ — $ — $ ( 3,565,869 ) Lucky Shot $ ( 1,842,696 ) $ — $ — $ ( 1,842,696 ) General exploration expenses $ ( 412,331 ) $ — $ — $ ( 412,331 ) Total exploration expense $ ( 5,820,896 ) $ — $ — $ ( 5,820,896 ) Depreciation expense $ ( 130,543 ) $ — $ ( 10,186 ) $ ( 140,729 ) General and administrative expense $ ( 463,048 ) $ — $ ( 12,619,826 ) $ ( 13,082,874 ) Total expenses $ ( 6,878,436 ) $ — $ ( 12,630,012 ) $ ( 19,508,448 ) Income from equity investment in Peak Gold, LLC $ — $ 88,585,112 $ — $ 88,585,112 Total income/(loss) from operations $ ( 6,878,436 ) $ 88,585,112 $ ( 12,630,012 ) $ 69,076,664 OTHER INCOME/(EXPENSE): Interest and other income $ — $ — $ 1,772,675 $ 1,772,675 Interest expense $ — $ — $ ( 7,598,562 ) $ ( 7,598,562 ) Loss on derivative contracts $ — $ ( 109,108,194 ) $ — $ ( 109,108,194 ) Gain on metal sales $ — $ 5,324,700 $ — $ 5,324,700 Gain on marketable securities $ — $ — $ 4,749,312 $ 4,749,312 Total other income/(expense) $ — $ ( 103,783,494 ) $ ( 1,076,575 ) $ ( 104,860,069 ) LOSS BEFORE INCOME TAXES $ ( 6,878,436 ) $ ( 15,198,382 ) $ ( 13,706,587 ) $ ( 35,783,405 ) As of December 31, 2025 Total Assets $ 53,156,804 $ 47,397,378 $ 71,397,045 $ 171,951,227 Total Liabilities $ ( 1,910,751 ) $ ( 103,657,337 ) $ ( 41,284,850 ) $ ( 146,852,938 ) Net Assets/(Deficit) $ 51,246,053 $ ( 56,259,959 ) $ 30,112,195 $ 25,098,289 98 Fiscal Year Ended December 31, 2024 Exploration Peak Gold JV Corporate and other reconciling items Consolidated EXPENSES: Claim rental expense $ ( 589,461 ) $ — $ — $ ( 589,461 ) Exploration expense Johnson Tract ( 4,059,505 ) — — ( 4,059,505 ) Total exploration expense ( 4,059,505 ) — — ( 4,059,505 ) Depreciation expense ( 112,184 ) — ( 9,692 ) ( 121,876 ) Accretion expense ( 9,542 ) — — ( 9,542 ) General and administrative expense ( 325,500 ) — ( 10,285,771 ) ( 10,611,271 ) Total expenses ( 5,096,192 ) — ( 10,295,463 ) ( 15,391,655 ) Income from equity investment in Peak Gold, LLC — 41,669,216 — 41,669,216 Total income/(loss) from operations ( 5,096,192 ) 41,669,216 ( 10,295,463 ) 26,277,561 OTHER INCOME/(EXPENSE): Interest and other income 28,327 127,365 324,543 480,235 Interest expense — — ( 11,731,622 ) ( 11,731,622 ) Loss on derivative contracts — ( 54,150,141 ) — ( 54,150,141 ) Gain on metal sales — 1,209,293 — 1,209,293 Loss on marketable securities — — ( 199,018 ) ( 199,018 ) Total other income/(expense) 28,327 ( 52,813,483 ) ( 11,606,097 ) ( 64,391,253 ) LOSS BEFORE INCOME TAXES $ ( 5,067,865 ) $ ( 11,144,267 ) $ ( 21,901,560 ) $ ( 38,113,692 ) As of December 31, 2024 Total Assets 51,908,779 60,706,964 21,276,520 133,892,263 Total Liabilities ( 2,143,570 ) ( 57,692,107 ) ( 72,783,941 ) ( 132,619,618 ) Net Assets/(Deficit) $ 49,765,209 $ 3,014,857 $ ( 51,507,421 ) $ 1,272,645 18. 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. Ms. 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. 99 19. Subsequent Events 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. 100