What changed in this filing

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Item 1. Financial Statements

2026-05-14 compared with 2025-11-13 · 383 added, 489 removed, 542 unchanged (62% of the section changed)

Item 1 - Financial Statements

September 30, 2025

March 31, 2026

December 31, 2025

CURRENT ASSETS:

Cash and cash equivalents

Restricted cash

Derivative contract asset

Prepaid expenses and other

10 unchanged sentences

Accrued liabilities

Liability on flow-through share issuances

Royalty reimbursement advance

3 unchanged sentences

NON-CURRENT LIABILITIES:

Royalty reimbursement advance

Asset retirement obligations

8 unchanged sentences

Preferred Stock, 15,000,000 shares authorized

Series A, special voting preferred stock, $ 0.01 par value, one share authorized, issued and outstanding as of March 31, 2026

Common Stock, $ 0.01 par value, 250,000,000 shares authorized;

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

shares issued and 30,512,772 shares outstanding as of March 31, 2026;

shares issued and 14,966,449 shares outstanding as of December 31, 2025

Exchangeable Shares, no par value, unlimited shares authorized;

1,597,301 shares issued and outstanding as of March 31, 2026

Additional paid-in capital

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

Treasury stock at cost ( 2,480 at March 31, 2026;

and 2,480 shares at December 31, 2025)

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

CONTANGO ORE, INC.

CONTANGO SILVER & GOLD INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

September 30,

Nine Months Ended

September 30,

Claim rental expense

Exploration expense

Depreciation expense

Accretion expense

General and administrative expense

General and administrative

Total expenses

6 unchanged sentences

Gain on metal sales

Unrealized gain/(loss) on marketable securities

Gain/(loss) on marketable securities

Total other income/(expense)

Loss before income taxes

Income tax benefit/(expense)

Income tax (expense) / benefit

LOSS PER SHARE

Basic and diluted

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

Basic and diluted

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

CONTANGO ORE, INC.

CONTANGO SILVER & GOLD INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

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

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

Stock-based compensation

4 unchanged sentences

Cash distribution from Peak Gold, LLC

Unrealized loss from derivative contracts

Unrealized (gain)/loss from derivative contracts

Unrealized (gain)/loss from marketable securities

2 unchanged sentences

Drawdown of silver royalty

Deferred tax expense

Changes in operating assets and liabilities:

Decrease in prepaid expenses and other

Increase in accounts payable and accrued liabilities

Increase in income taxes payable

Net cash provided by operating activities

Deferred tax (benefit)/expense

Changes in operating assets and liabilities, net of acquisition:

Increase in prepaid expenses and other

(Decrease)/increase in accounts payable and accrued liabilities

Net cash (used in)/provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Cash invested in Peak Gold, LLC

Cash consideration paid for Avidian Alaska Acquisition

Acquisition of property and equipment

Net cash used in investing activities

Transaction costs paid as part of the Dolly Varden acquisition

Cash acquired as part of the Dolly Varden acquisition

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Cash proceeds from debt

Principal repayments on debt

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Shares repurchased for tax withholdings on share-based awards

Debt issuance costs

Net cash provided by financing activities

NET CHANGE IN CASH AND RESTRICTED CASH

CASH AND RESTRICTED CASH, BEGINNING OF PERIOD

CASH AND RESTRICTED CASH, END OF PERIOD

Net cash provided by/(used in) financing activities

NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

Supplemental disclosure of cash flow information

2 unchanged sentences

Non-cash investing and financing activities

Commitment fee derecognized and added to debt discount

Shares issued for acquisitions

Consideration payable for Avidian acquisition

Accrued transaction costs for HighGold acquisition

Common stock issuance for acquisition

Exchangeable shares issuance for acquisition

Replacement options issuance for acquisition

Capitalized deferred acquisition costs

Total non-cash investing and financing activities

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

CONTANGO ORE, INC.

CONTANGO SILVER & GOLD INC.

CONDENSED CONSOLIDATED STA TEMENTS OF STOCKHOLDERS ’ EQUITY/(DEFICIT)

Stockholders’

Equity/(Deficit)

Balance at June 30, 2025

( 183,695,597

Stock-based compensation

Common stock issuance

Cost of common stock issuance

Common stock issuance for acquisitions

Shares issued for convertible debt interest payment

Net loss for the period

Balance at September 30, 2025

( 189,088,545

Stockholders’

Equity/(Deficit)

Balance at June 30, 2024

( 178,084,838

Stock-based compensation

Restricted shares grants

Common stock issuance

Cost of common stock issuance

Common stock issuance for acquisitions

Issuance of warrants

Shares issued for convertible debt interest payment

Net loss for the period

Balance at September 30, 2024

( 187,797,254

Exchangeable Shares

Stockholders’

Equity/(Deficit)

Balance at December 31, 2025

1 unchanged sentence

Stock-based compensation

Restricted shares grants

Common stock issuance

Cost of common stock issuance

Common stock issuance for acquisitions

Shares repurchased for tax withholdings on share-based awards

Common stock issuance for acquisition

Exchangeable shares issuance for acquisition

Replacement options issuance for acquisition

Shares issued for convertible debt interest payment

Net loss for the period

Balance at September 30, 2025

Balance at March 31, 2026

( 227,464,372

Exchangeable Shares

Stockholders’

Equity/(Deficit)

Balance at December 31, 2024

1 unchanged sentence

Stock-based compensation

Restricted shares grants

Restricted shares activity

Common stock issuance

Cost of common stock issuance

Common stock issuance for acquisitions

Issuance of warrants

Shares repurchased for tax withholdings on share-based awards

Shares issued for convertible debt interest payment

Net loss for the period

Balance at September 30, 2024

Balance at March 31, 2025

( 199,620,462

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

CONTANGO ORE, INC.

CONTANGO SILVER & GOLD INC.

NOTES TO UNAUDITED CONDENSE D CONSOLIDATED FINANCIAL STATEMENTS

Organization and Business

CORE Alaska , a wholly-owned subsidiary of Contango ORE, Inc.

(“CORE” or the “Company”) has a 30.0 % membership interest in the Peak Gold JV.

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.

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

The Company conducts its business through the below primary means:

• its 30.0 % membership interest in the Peak Gold JV, which leases approximately 675,000 acres from the Tetlin Tribal Council and holds approximately 13,000 acres of State of Alaska mining claims (collectively, the “Peak Gold JV Property”), including the Main and North Manh Choh deposits (“Manh Choh” or the “Manh Choh Project”);

Contango Silver & Gold Inc.

(“Contango” or the “Company”) conducts its business through the following means:

• its 30 % membership interest in the Peak Gold JV (defined below), which leases approximately 675,000 acres from the Tetlin Tribal Council and holds approximately 13,000 acres of State of Alaska mining claims (collectively, the “Peak Gold JV Property”), including the Main and North Manh Choh deposits (“Manh Choh” or the “Manh Choh Project”);

• its wholly-owned subsidiary Contango Mining Canada Inc.

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(“CIRI”), 125 miles southwest of Anchorage, Alaska;

• its wholly-owned subsidiary, Dolly Varden Silver Corporation (“Dolly Varden”), a corporation organized under the laws of British Columbia, which controls the mineral rights to approximately 247,105 acres of concessions, leases, and crown grants comprising the Company’s Kitsault Valley Project ("Kitsault Valley Project"), located in the southern tip of the Golden Triangle of British Columbia, Canada, 15 miles by road to tide water;

• its wholly-owned subsidiary Contango Lucky Shot Alaska, LLC (“LSA”), leasing approximately 8,600 acres of State and patented mining claims (“Lucky Shot” or the “Lucky Shot Property”) in the Willow Mining District, approximately 75 miles north of Anchorage, Alaska;

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• its wholly-owned subsidiary Avidian Gold Alaska Inc., controlling approximately 15,260 acres of State mining claims and leases, including:

(i) approximately 1,021 acres near Fort Knox Gold Mine (“Amanita NE Property”), (ii) approximately 10,690 acres in Valdez Creek Mining District (“Golden Zone Property”), and leasing approximately 3,380 acres near Fort Knox (“Amanita Property”) (collectively, the “Avidian Properties”).

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

(i) approximately 1,030 acres near Fort Knox Gold Mine (“Amanita NE Property”), (ii) approximately 10,850 acres in Valdez Creek Mining District (“Golden Zone Property”), and (iii) leasing approximately 3,380 acres near Fort Knox (“Amanita Property”) (collectively, the “Avidian Properties”).

CORE Alaska LLC (“CORE Alaska”), a wholly-owned subsidiary of the Company has a 30 % membership interest in Peak Gold, LLC (the “the Peak Gold JV”).

KG Mining (Alaska), Inc.

(“KG Mining”), an indirect wholly-owned subsidiary of Kinross Gold Corporation (“Kinross”), a large gold producer with a diverse global portfolio and extensive operating experience in Alaska, holds the remaining 70 % membership interest in the Peak Gold JV.

KG Mining serves as the manager of the Peak Gold JV, which operates the Manh Choh mines.

The Johnson Tract Project, Kitsault Valley Project, Lucky Shot Property, Contango Minerals Properties and Avidian Properties are collectively referred to in these Notes to Unaudited Condensed 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.

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

Refer to Note 16 for a description of the acquisition of Dolly Varden.

Basis of Presentation

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

Accordingly, they do not include all the information and footnotes required by US GAAP for complete annual consolidated financial statements.

In the opinion of management, all adjustments considered necessary for a fair presentation of the consolidated financial statements have been included.

In the opinion of management, all adjustments considered necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included.

All such adjustments are of a normal recurring nature.

The consolidated financial statements should be read in conjunction with the consolidated audited financial statements and notes included in the Company’s Form 10-K for the year ended D ecember 31, 2024.

The results of operations for the three months and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025.

The Company has reclassified the presentation of the “Income from equity investment in Peak Gold, LLC” in its Statement of Operations for the three and nine months ended September 30, 2024 .

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

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

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

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

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

There are no anticipated future cash calls going forward from the Peak Gold JV as the Peak Gold JV operates from the cash flows generated from its operations and has excess cash for distributions.

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

In total, the Company has received $ 127.5 million in cash distributions from the Peak Gold JV since commencing the processing of Manh Choh ore in July 2024.

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

The Company believes that distributions are probable and that it will maintain sufficient liquidity to meet its working capital requirements, including repayment obligations of approximately $ 3.0 million on the Facility, as defined in Note 13 - Debt, and delivery into its hedge contracts, for the next twelve months from the date of this report.

The Company made principal payments on the Facility of $ 7.9 million in 2024 and $ 29.0 million during the nine months ended September 30, 2025.

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

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

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

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

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

The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Form 10-K for the year ended D ecember 31, 2025.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026.

The Company’s cash requirements primarily relate to exploration activities at the Contango Properties, repayment of debt and related interest, and general and administrative expenses.

As of March 31, 2026, the Company had a cash and cash equivalent balance of $ 97.5 million and working capital, which is calculated as current assets minus current liabilities, of $ 21.9 million.

During the three months ended March 31, 2026, the Company increased its cash balance primarily through financing activities, the acquisition of Dolly Varden and distributions from the Peak Gold JV, partially offset by cash used in operating activities.

Key sources of liquidity during the period included net proceeds of $ 47.0 million from an underwritten public offering, $ 5.4 million from sales under the Company’s at‑the‑market equity program (see Note 8 - Stockholders’ Equity), $ 36.0 million from cash acquired as part of the Dolly Varden acquisition (see Note 16 - Acquisition), and $ 9.0 million of cash distributions from the Peak Gold JV related to production at the Manh Choh Project.

The Peak Gold JV funds its operations from cash flows generated from operations, and the Company does not anticipate future cash calls from the joint venture.

While the Company expects that additional distributions from the Peak Gold JV are probable, the timing and amount of such distributions remain subject to operational and market factors, and there can be no assurance that future distributions will be made.

Based on its current working capital, anticipated operating and investing activities, expected distributions from the Peak Gold JV, and demonstrated ability to access the equity capital markets, management believes the Company will have sufficient liquidity to meet its anticipated capital and working capital requirements.

However, no assurance can be given that the Company will be able to raise additional capital or refinance existing indebtedness on acceptable terms, or at all, as availability will depend on factors including market conditions, operating results, and metal prices.

Summary of Significant Accounting Policies

Please see the Company’s Form 10-K for the fiscal year ended December 31, 2024 for a summary of the Company's significant accounting policies, as there have been no changes to the Company's significant accounting polices since the time of that filing, with exception of the following:

Please see the Company’s Form 10-K for the fiscal year ended December 31, 2025 for a summary of the Company's significant accounting policies.

There have been no changes to the Company's significant accounting policies since the time of that filing, except for the following:

Cash and cash equivalents

Cash and cash equivalents consists of all cash balances, highly liquid investments with an original maturity of three months or less and cashable guaranteed investment contracts with original maturities greater than 90 days that are puttable by the Company to the issuer within 90 days from the original purchase date.

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

Flow-through shares

Flow-through shares are a type of common share issued pursuant to the provisions of the Income Tax Act (Canada) (the “ITA”).

These shares enable investors to claim tax deductions arising from the Company’s renunciation of qualifying resource expenditures.

The Company accounts for flow-through shares by recognizing the amount of any premium paid in excess of the market price of the Company’s common shares, without flow-through features, as of the date of issue as a liability related to the flow-through share issuance.

The liability is subsequently unwound and recognized in the tax provision (deferred tax benefit) as the qualifying resource expenditures are incurred and validly renounced, or when renunciation is sufficiently established based on the facts and filings.

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 will be reflected in the annual disclosures connected to 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.

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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 not early adopted this standard and is currently assessing the potential impacts of the standard.

Investment in the Peak Gold JV

As of September 30 , 2025 the Company has contributed approximately $ 106.2 million to and held a 30.0 % membership interest in the Peak Gold JV.

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

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

The following table is a roll-forward of the Company’s investment in the Peak Gold JV as of March 31, 2026:

in Peak Gold, LLC

Investment balance at December 31, 2024

Investment in Peak Gold, LLC

Loss from equity investment in Peak Gold, LLC

Distributions received from Peak Gold, LLC

Income from equity investment in Peak Gold, LLC

Investment balance at March 31, 2025

Investment in Peak Gold, LLC

Loss from equity investment in Peak Gold, LLC

Distributions received from Peak Gold, LLC

Income from equity investment in Peak Gold, LLC

Investment balance at June 30, 2025

Investment in Peak Gold, LLC

Distributions received from Peak Gold, LLC

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Investment balance at March 31, 2026

Distributions received from Peak Gold, LLC

Income from equity investment in Peak Gold, LLC

Investment balance at June 30, 2025

Distributions received from Peak Gold, LLC

Income from equity investment in Peak Gold, LLC

Investment balance at September 30, 2025

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

As of March 31, 2026 the Company has contributed approximately $ 106.2 million to and held a 30 % membership interest in the Peak Gold JV and received distributions of $ 151.5 million.

During the three months ended March 31, 2026, the Company received cash distributions of $ 9.0 million.

The following table presents the condensed unaudited results of operations for the Peak Gold JV for the three-month periods ended March 31, 2026 and 2025 in accordance with US GAAP:

Three Months Ended

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Cost of sales

( 123,803,980

( 243,230,899

( 123,803,980

Other expenses

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

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

As of March 31, 2026 and March 31, 2025, the Company's cumulative investment in the Peak Gold JV exceeded its cumulative losses, which allowed the Company to recognize its investment of $ 50.9 million and $ 58.8 million, respectively.

Prepaid Expenses and other assets

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

The Company has prepaid expenses and other assets of $ 3,950,115 and $ 3,290,962 as of March 31, 2026 and December 31, 2025, respectively.

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

1 unchanged sentence

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

Three Months Ended September 30,

Basic Net Loss per Share:

Net loss attributable to common stockholders

Diluted Net Loss per Share:

Net loss attributable to common stock

Nine Months Ended September 30,

Three Months Ended March 31,

Basic Net Loss per Share:

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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.

Under this method earnings are allocated to common shares, exchangeable 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.

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

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

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

452,730 and 437,089 restricted shares of common stock were unvested as of September 30, 2025 and 2024, respectively.

Options and warrants (other than pre-funded warrants discussed further below) to purchase 417,048 and 678,875 shares of common stock of the Company were outstanding as of March 31, 2026, respectively.

Warrants to purchase 726,375 shares of common stock of the Company were outstanding as of March 31, 2025.

A total of 208,955 and 439,210 restricted shares of common stock were unvested as of March 31, 2026 and 2025, respectively.

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

Stockholders ’ Equity (Deficit)

Stockholders ’ Equity

The Company has 250,000,000 shares of common stock authorized, and 15,000,000 authorized shares of preferred stock.

As of March 31, 2026, a total of 30,512,772 shares of common stock were outstanding, including 208,955 shares of unvested restricted stock.

In addition, as of March 31, 2026, one share of Series A, special voting preferred stock was outstanding and a total of 1,597,301 exchangeable shares pursuant to the Arrangement Agreement (see Note 16 for details) were outstanding.

No shares of preferred stock have been issued.

The remaining restricted stock outstanding will vest between August 2026 and March 2027.

The Company may, from time to time, offer and sell shares of its common stock in an aggregate amount of up to $ 40,000,000 through its ATM Program.

The Company pays the ATM Agent a commission of 2.75 % of the gross proceeds of the Shares sold through it under the Sales Agreement.

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

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

Underwritten Offering - 2024

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 consisted 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 57.0 %;

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 .

Underwritten Offering - 2025

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

Pursuant to the Sales Agreement, the Company sold 176,666 shares of common stock during the three-month period ended March 31, 2026 and 76,703 shares during the three-month period ended March 31, 2025 for net proceeds of approximately $ 5.4 million and $ 0.8 million, respectively.

As of March 31, 2026, a total of $ 17.4 million of the Company's common stock remains available for sale pursuant to the ATM Program.

Underwritten Offering - February 2026

On February 12, 2026, the Company sold 1,678,206 shares of common stock and pre-funded warrants to purchase up to 325,000 shares of common stock at an offering price of $ 24.96 per share and $ 24.95 per pre-funded warrant and received gross proceeds of $ 50.0 million before deducting underwriting discounts and offering expenses of $ 3.0 million.

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

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

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

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

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

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

As of March 31, 2026, none of the pre-funded warrants had been exercised.

Property & Equipment

The table below sets forth the book value by type of fixed asset owned by the Company (excludes Peak Gold LLC assets) as well as the estimated useful life:

September 30, 2025

March 31, 2026

December 31, 2025

Mineral properties

N/A - Units of Production

Not Depreciated

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Stock-Based Compensation

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

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

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

On November 14, 2023, the stockholders of the Company approved and adopted the 2023 Omnibus Incentive Plan (the “2023 Plan”).

On March 17, 2026, the stockholders of the Company approved and adopted the 2026 Omnibus Incentive Plan (the “2026 Plan”) (together with the 2023 Plan referred to as the “Equity Plans”), which replaces the 2023 Plan with respect to new grants by the Company.

Shares available for grant under the 2026 Plan consist of 2,500,000 shares of common stock plus (i) any shares remaining available for grant under the 2023 Plan ( 2,816,539 shares as of March 31, 2026), (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 2023 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 2023 Plan that are forfeited for any reason.

As of March 31, 2026, there were 208,955 shares of unvested restricted common stock outstanding under the Equity Plans.

Stock-based compensation expense for the three months ended March 31, 2026 was approximately $ 1.0 million.

Stock-based compensation expense for the three months ended March 31, 2025 was approximately $ 0.5 million.

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

The remaining shares of restricted stock outstanding will vest between January 2026 and March 2027.

The remaining shares of restricted stock outstanding will vest between August 2026 and March 2027.

Restricted Stock.

3 unchanged sentences

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

The total grant date fair value of the restricted stock granted during the nine months ended September 30, 2025 and September 30, 2024 was $ 3.3 million and $ 2.6 million, respectively.

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

The total grant date fair value of the restricted stock granted during the three months ended March 31, 2026 and March 31, 2025 was $ nil million and $ 2.9 million, respectively.

As of March 31, 2026, the total compensation cost related to nonvested restricted share awards not yet recognized was $ 1,125,761 .

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

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

Below table indicates the unvested restricted stock balance as of March 31, 2026 and December 31, 2025:

Number of restricted shares unvested

2 unchanged sentences

Restricted shares vested

Balance - September 30, 2025

Balance - March 31, 2026

Balance - January 1, 2025

6 unchanged sentences

See Note 4 - Summary of Significant Accounting Policies from Company's Form 10-K for the year ended December 31, 2025.

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

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

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

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

As part of the Dolly Varden Acquisition (see Note 16), the Company issued 417,048 fully vested options to the holders of Dolly Varden options (the "Replacement Options").

The fair value of the Replacement Options has been determined to be $ 2.6 million using the Hull-White pricing model for employees and Black-Scholes option pricing model for non-employees pursuant to relevant guidance in ASC 805 to allocate between acquisition costs and post-combination expenses.

Of this amount, $ 2.1 million represents the fair-value-measure of the vested portion of Dolly Varden replaced options and is considered part of the acquisition cost.

The remaining $ 0.5 million is treated as post-combination expense and was expensed during the three months ended March 31, 2026.

There were no newly vested stock options for the three-month period ended March 31, 2025.

As of March 31, 2026, the total unrecognized compensation cost related to nonvested stock options was nil .

As of March 31, 2026, there are 417,048 stock options outstanding.

A summary of the status of stock options granted under the Equity Plans as of March 31, 2026 and changes during the three months then ended, is presented in the table below:

Three Months Ended

March 31, 2026

Exercise Price

Outstanding as of December 31, 2025

Outstanding at the end of the period

Aggregate intrinsic value

Exercisable, end of the period

Available for grant, end of period

Weighted average fair value per share of options

granted during the period

Commitments and Contingencies

Tetlin Lease .

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

Additionally, should the Peak Gold JV derive revenues from the properties covered under the Tetlin Lease, the Peak Gold JV is required to pay the Tetlin Tribal Council a production net smelter return royalty ranging from 3.0 % to 5.0 %, depending on the type of metal produced and the year of production.

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 began.

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

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 .

3 unchanged sentences

The Company paid the current year claim rentals in November 2025.

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

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

Lucky Shot Property .

4 unchanged sentences

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

As of March 31, 2026 and December 31, 2025, the Company has recognized contingent consideration payable of $ 2,835,752 and $ 2,757,952 , respectively, associated with the additional share consideration.

See Note 15 - Fair Value Measurement.

In addition, the Company is required to pay an annual lease fee of $ 150,000 and a 2 % production royalty.

Royal Gold Royalties .

5 unchanged sentences

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

The Company has recognized $ 339,263 in interest and other income during the three-month period ended March 31, 2026.

CIRI Lease Agreement.

17 unchanged sentences

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.

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

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

3 unchanged sentences

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.

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

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

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

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

On March 19, 2025, the Court entered an Order on Motion to Partially Dismiss, which Order dismissed three of the four claims asserted in the Complaint.

On April 1, 2025, Dot Lake filed an Amended Complaint which sought to reassert one of the claims that was dismissed without prejudice.

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

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

Shawn Khunkhun serves as the Company's President and director.

The Company has an employment agreement with Mr.

Khunkhun (the “President Employment Agreement”), pursuant to which he receives a base salary of $ 450,000 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 restricted stock units and/or options, which will be set forth in plans and agreements adopted, or to be adopted, by the Board.

The President Employment Agreement stipulates that Mr.

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

Per such agreement, Mr.

Khunkhun 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 Employment Agreement is conditioned on his timely agreement to, and non-revocation of, a full and final release of all actions and claims in favor of the Company and his compliance with all applicable restrictive covenants under the President Employment Agreement.

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 110 % 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 2026 Plan and discretion of the Compensation Committee.

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

1 unchanged sentence

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

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

The 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.

1 unchanged sentence

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

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

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

The effective tax rate was - 7.99 % and - 1.50 % for the three and nine months ended September 30, 2024, respectively.

We believe unfavorable outcome to us is not probable.

The Co mpany recognized a full valuation allowance on its deferred tax asset as of March 31, 2026 and December 31, 2025 and has recognized a tax benefit of $ 23,008 for income tax for the three months ended March 31, 2026, respectively, and expense of $ 223,681 for the three months ended March 31, 2025.

The effective tax rate was 0.16 % for the three months ended March 31, 202 6.

The effective tax rate was - 1.00 % for the three months ended March 31, 2025.

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

As a result of this analysis at September 30, 2025 and December 31, 2024, the Company provided a full valuation allowance against the deferred tax assets.

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

The Company’s deferred tax liability originating from the HighGold acquisition was $ 405,023 and $ 306,995 , as of September 30, 2025 and December 31, 2024, respectively.

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

As a result of this analysis at March 31, 2026 and December 31, 2025, the Company provided a full valuation allowance against the deferred tax assets.

As part of the Dolly Varden acquisition, the Company measured and recorded a net deferred tax liability through acquisition accounting with an offsetting entry to the property & equipment assets.

The Company’s deferred tax liability originating from the Dolly Varden acquisition was $ 56,058,453 and $ nil , as of March 31, 2026 and December 31, 2025, respectively.

This relates to the book to tax temporary differences between the carryover tax basis and new book basis of the net assets acquired, recognized at a statutory rate of 27 %.

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 property & equipment assets.

The Company’s deferred tax liability originating from the HighGold acquisition was $ 594,345 and $ 617,353 , as of March 31, 2026 and December 31, 2025, respectively.

The net deferred tax liability of $ 594,345 includes an increase related to exploration costs for the period ended March 31, 2026.

The Company reviews its tax positions quarterly for tax uncertainties.

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

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

September 30,

The Company did no t have any uncertain tax positions as of March 31 , 2026 or December 31, 2025.

The table below shows the components of Debt, net as of March 31, 2026 and December 31, 2025 :

Secured Debt Facility

Principal amount

Unamortized debt discount

Unamortized debt issuance costs

Principal amount - Term debt

Unamortized debt discount and issuance costs

Unsecured, Subordinated Convertible Debenture

Principal amount

Unamortized debt discount

Unamortized debt issuance costs

Unamortized debt discount and issuance costs

Total Debt, net

4 unchanged sentences

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

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

As of March 31, 2026, the Company has drawn $ 60 million on the term loan facility and made $ 46.4 million in principal repayments, resulting in a balance of $ 13.6 million outstanding.

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

2 unchanged sentences

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

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

During the first quarter of 2025, the Company sold all gold, purchased from Peak Gold, LLC for $ 50.1 million ($ 2,880 per oz), at spot price to the lenders and simultaneously locked in a forward price to re-purchase from the lenders on 11,939 ounces of gold related to the April 30, 2025 hedge maturity date (referred to as a “Carry Trade”).

The result of the Carry Trade was recognizing a derivative asset of $ 2,196,554 , which offset the derivative liability in the financial statements as of March 31, 2025.

The Carry Trade was settled on April 30, 2025 with a net payment of approximately $ 11.0 million from Contango in exchange for the reduction of 11,939 ounces of gold under the hedge agreement.

During the second quarter of 2025, the Company sold all gold purchased from Peak Gold, LLC for $ 58.0 million ($ 3,265 per oz), at spot price to the lenders and simultaneously locked in a Carry Trade from the lenders on 11,900 ounces of gold related to the July 31, 2025 hedge maturity date.

The result of the Carry Trade was to recognize a derivative liability of $ 383,496 as of June 30, 2025.

The Carry Trade was settled on July 31, 2025 with a net payment of $ 15.7 million from Contango in exchange for the reduction of 11,900 ounces of gold under the hedge agreement.

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

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

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

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

See Note 14 - Derivatives and Hedging Activities.

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

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 .

The Company has delivered or cash settled 102,600 ounces of gold into the hedging agreements, including use of carry trades, resulting in a remaining balance of the hedge agreements is 22,000 gold ounces as of March 31, 2026.

During the first quarter of 2026, the Company sold all gold purchased from Peak Gold, LLC for $ 38.9 million ($ 4,859 per oz), at spot price to the lenders and simultaneously locked in a Carry Trade from the lenders on 5,554 ounces of gold related to the March 31, 2026 and September 30, 2026 hedge maturity dates.

The Carry Trade related to the March 31, 2026 hedge maturity date was settled with a net payment of $ 4.2 million from Contango in exchange for the reduction of 1,554 ounces of gold under the hedge agreement.

As of March 31, 2026, the Company had no unused borrowing commitments, as the schedule for further drawdowns has expired.

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

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

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

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

As of September 30, 2025 and December 31, 2024, the effective interest rate for the amortization of the discount and issuance costs was 8.5 % and 8.5 %, respectively.

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

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

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

The Company recognized interest expense totaling $ 0.4 million related to this Facility for the three months ended March 31, 2026 (inclusive of approximately $ 0.3 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 three months ended March 31, 2025 (inclusive of approximately $ 1.1 million of contractual interest, and approximately $ 0.8 million related to the amortization of the discount and issuance fees).

The effective interest rate of the term loan facility was 8.78 % as of March 31, 2026 and 10.33 % as of December 31, 2025.

As of March 31, 2026 and December 31, 2025, the effective interest rate for the amortization of the discount and issuance costs was 8.5 % and 8.5 %, respectively.

As of March 31, 2026, the Company was in compliance with all of the required debt covenants.

The Company is scheduled to repay $ 12.0 million of principal in the next twelve months and the remaining $ 1.6 million of principal on June 30, 2027.

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

2 unchanged sentences

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

During the nine months ended September 30, 2025, the Company incurred $ 464,498 as a PLA fee presented as part of interest and finance expense, as of the date of this report these amounts have been fully paid.

During the three months ended March 31, 2026, the Company incurred $ 40,064 as a PLA fee presented as part of interest and finance expense, as of the date of this report these amounts have been fully paid.

Unsecured Convertible Debenture

12 unchanged sentences

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

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

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

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

The fair value of the Debenture (Level 3) as of March 31, 2026 and December 31, 2025 was approximately $ 22.8 million.

The Company recognized interest expense totaling $ 0.5 million related to this debt for the three months ended March 31, 2026 (inclusive of approximately $ 0.4 million of contractual interest, and approximately $ 0.1 million related to the amortization of the discount and issuance fees).

The Company recognized interest expense totaling $ 0.5 million related to this debt for the three months ended March 31, 2025 (inclusive of approximately $ 0.4 million of contractual interest, and approximately $ 0.1 million related to the amortization of the discount and issuance fees).

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

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

The fair value of the identified derivative was determined to be de minimis at September 30, 2025 and December 31, 2024 as the probability of a change of control was negligible as of those dates.

The fair value of the identified derivative was determined to be de minimis at March 31, 2026 and December 31, 2025 as the probability of a change of control was negligible as of those dates.

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

3 unchanged sentences

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

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

As of the date of this report, the remaining hedge agreements represent approximately 14 % of the remaining life of mine production for Contango's share production at Manh Choh.

As of March 31, 2026, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships:

Average Price

As of September 30, 2025, the outstanding hedge volume of 62,900 ounces includes 13,600 ounces of gold forward sold under Carry Trade contracts.

See Note 13 - Debt.

Fair Values of Derivative Instruments on the Balance Sheet

The table below presents the fair value of the Company’s derivative financial instruments, as well as their classification on the Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024.

As of September 30, 2025

The table below presents the fair value of the Company’s derivative financial instruments, as well as their classification on the Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025.

As of March 31, 2026

As of December 31, 2025

6 unchanged sentences

Commodity Contracts

Derivative contract asset - noncurrent

Commodity Contracts

Derivative contract liability - noncurrent

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

In addition to the settlement of gold hedges (Note 13 - Debt), 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 matches the periods of the hedge settlements.

The March 31, 2026 puts were sold before their maturity for proceeds of $ 0.1 million.

As of March 31, 2026, the Company’s derivative instruments related to these agreements were in a net liability position with an aggregate fair value of $ 71,752,977 .

As of March 31, 2026, the Company has not posted any collateral related to these agreements.

the Company had breached any of these provisions as of March 31, 2026, it could have been required to settle its obligations under the agreements at their termination value of $ 71,752,977 .

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

The table below presents the effect of the Company’s derivative financial instruments that are not designated as hedging instruments on the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2025 and 2024.

The table below presents the effect of the Company’s derivative financial instruments that are not designated as hedging instruments on the Unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2026 and 2025, respectively.

Derivatives Not Designated as Hedging Instruments under Subtopic 815-20

2 unchanged sentences

Recognized in Other Income (Expense)

Amount of Loss

Recognized in Other Income (Expense)

Three Months Ended

September 30, 2025

March 31, 2026

Three Months Ended

September 30, 2024

Nine months ended

September 30, 2025

Nine months ended

September 30, 2024

March 31, 2025

Commodity Contracts

Unrealized loss on derivative contracts

Unrealized gain/(loss) on derivative contracts

Commodity Contracts

9 unchanged sentences

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

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

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

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 three months ended March 31, 2026 and 2025 of approximately $ 0.7 million and $ 1.2 million, respectively, in “Other Income/(Expense)”.

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

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

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

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

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 March 31, 2026 the Company did not have repurchase obligations.

Fair Value Measurement

10 unchanged sentences

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

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

There were no transfers between fair value hierarchy levels for the period ended March 31, 2026.

Fair Value on a Recurring Basis

12 unchanged sentences

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

As of September 30, 2025

As of March 31, 2026

Financial Assets

Derivative contract asset - current

Marketable securities - noncurrent

Financial Liabilities

Derivative Liability - current

Derivative Liability - noncurrent

Derivative contract liability - current

Derivative contract liability - noncurrent

Contingent consideration liability - noncurrent

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

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.

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 HighGold Acquisition following a hearing by the court which considered, among other things, the fairness of the HighGold Acquisition to the persons affected.

Upon completion of the HighGold 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 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.

Dolly Varden Acquisition

On December 7, 2025, Contango and Dolly Varden Silver Corporation ("Dolly Varden") entered into an Arrangement Agreement (the "Arrangement Agreement") which was subsequently amended on February 11, 2026.

Pursuant to the Arrangement Agreement, Contango agreed to acquire all of the issued and outstanding common shares of Dolly Varden in exchange for Contango common shares at an Exchange Ratio of 0.1652 Contango shares for each Dolly Varden share (the "Arrangement").

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

Dolly Varden is a mineral exploration company focused on the acquisition and exploration of mineral properties in Canada.

Dolly Varden’s primary asset is 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, approximately 25 kilometers by road to tidewater.

The 163‑square‑kilometer Kitsault Valley Project hosts high‑grade silver and gold resources and includes 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 additional exploration properties in the same region.

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

Including the Kitsault Valley Project and these additional properties, Dolly Varden holds mineral tenures totaling approximately 100,000 hectares within the region.

Immediately prior to the closing of the Arrangement, all outstanding restricted share units of Dolly Varden vested and were settled for Dolly Varden Shares.

All outstanding Dolly Varden Options were exchanged for Contango stock options, adjusted to reflect the Exchange Ratio.

Eligible Canadian stockholders of Dolly Varden were entitled to elect to receive exchangeable shares in a Canadian subsidiary of Contango, which are exchangeable on a one for one basis into Contango common shares, in lieu of receiving Contango Shares directly.

On March 17, 2026, the shareholders of Dolly Varden and Contango voted to approve the acquisition, which was subsequently approved by Supreme Court of British Columbia on March 23, 2026.

The acquisition was completed on March 26, 2026, following the satisfaction of all remaining legal and regulatory requirements.

Upon completing the acquisition, Dolly Varden shareholders owned approximately 48 % of the combined company.

Contango evaluated the Arrangement Agreement under ASC 805, Business Combinations.

ASC 805 requires that an acquirer determine whether it has acquired a business.

If Contango obtained control over a business, the transaction would be accounted pursuant to the acquisition method of accounting and, as such, identifiable assets acquired and liabilities assumed would generally be recorded at fair value on the acquisition date and could result in recognition of goodwill or a bargain purchase gain.

In evaluating the criteria outlined by this standard, Contango concluded that the acquired set of assets did not meet the U.S.

GAAP definition of a business.

Therefore, Contango accounted for the Arrangement as an asset acquisition.

An acquisition accounted as an asset acquisition requires an acquiring entity to allocate the cost of an asset acquisition to the assets acquired and liabilities assumed generally based on their relative fair values.

Goodwill is not recognized in an asset acquisition.

Transaction costs and fees incurred by Contango are capitalized as part of the cost of the acquisition.

A summary of the fair value of the consideration and the allocation to the net assets acquired is as follows:

March 26, 2026

Consideration:

Fair value of shares of common stock issued, calculated as 13,686,278 shares of common stock issued at a fair value of $ 16.69 /share

Fair value of exchangeable shares issued, calculated as 1,597,301 exchangeable shares of common stock issued at a fair value of $ 16.69 /share

Fair value of replacement options granted allocated to consideration

Transaction costs

Allocation to net assets acquired:

Cash and cash equivalents

Prepaid expenses and other

Property & equipment, net

Accrued liabilities

Liability on flow-through share issuances

Deferred income tax liability

Investment balance at March 31, 2026

The fair value of shares of common stock and exchangeable shares issued was determined by reference to the trading price of the Contango share as of March 26, 2026.

The exchangeable shares issued are substantially the economic equivalent of the Company's shares of common stock and are presented within Stockholders' equity.

General and Administrative Expenses

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

September 30,

The following table presents the Company's general and administrative expenses for the three months ended March 31, 2026 and 2025.

General and administrative expenses:

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Director fees

The reportable segments are those operations whose operating results are regularly reviewed by the chief operating decision maker ("CODM") to make decisions about resources to be allocated and assess performance.

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

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.

The Company has identified two operating segments:

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

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

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

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

Three Months Ended September 30, 2025

Corporate and other reconciling items

Claim rental expense

Exploration expense

Johnson Tract

General exploration expenses

Total exploration expense

Depreciation expense

General and administrative expense

Total expenses

Income from equity investment in Peak Gold, LLC

Total income/(loss) from operations

OTHER INCOME/(EXPENSE):

Interest and other income

Interest expense

Loss on derivative contracts

Gain on metal sales

Unrealized loss on marketable securities

Total other income/(expense)

INCOME/(LOSS) BEFORE INCOME TAXES

Nine Months Ended September 30, 2025

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.

Three Months Ended March 31, 2026

Corporate and other reconciling items

Claim rental expense

Exploration expense

Johnson Tract

General exploration expenses

Total exploration expense

Depreciation expense

General and administrative expense

General exploration

Total exploration

General and administrative

Total expenses

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Gain on metal sales

Unrealized gain on marketable securities

Gain on marketable securities

Total other income/(expense)

LOSS BEFORE INCOME TAXES

As of March 31, 2026

Total Liabilities

( 174,718,441

( 169,849,556

Net Assets/(Deficit)

Three Months Ended September 30, 2024

Corporate and other reconciling items

Claim rental expense

Exploration expense

Johnson Tract

General exploration expenses

Total exploration expense

Depreciation expense

Accretion expense

General and administrative expense

Total expenses

Income from equity investment in Peak Gold, LLC

Total income/(loss) from operations

OTHER INCOME/(EXPENSE):

Interest and other income

Interest expense

Loss on derivative contracts

Gain on metal sales

Unrealized loss on marketable securities

Total other income/(expense)

INCOME/(LOSS) BEFORE INCOME TAXES

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Corporate and other reconciling items

Claim rental expense

Exploration expense

Johnson Tract

General exploration expenses

Total exploration expense

Depreciation expense

Accretion expense

General and administrative expense

General exploration

Total exploration

General and administrative

Total expenses

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Gain on metal sales

Unrealized gain/(loss) on marketable securities

Loss on marketable securities

Total other income/(expense)

3 unchanged sentences

( 103,657,337

( 146,852,938

Net Assets/(Deficit)

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

During the nine months ended September 30, 2025 and the year ended December 31, 2024, the Company has made contributions to the Peak Gold JV and received distributions from it.

During the three months ended March 31, 2026 and the year ended December 31, 2025, the Company has no t made contributions to the Peak Gold JV and received distributions from it.

See note 5 - Investment in the Peak Gold JV.

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See note 13 - Debt.

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

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

As of March 31, 2026, the Company owes Peak Gold JV $ 0.7 million related to these purchases.

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, 2 - Basis of Presentation, 3 - Liquidity, 11 - Commitments and Contingencies, 14 - Derivatives and Hedging Activities, and 18 - Segments.

For further details on transactions with Peak Gold JV, refer to notes 1 - Organization and Business, 3 - Liquidity, 11 - Commitments and Contingencies, 14 - Derivatives and Hedging Activities, and 18 - Segments.

The Company holds an investment in marketable securities, consisting of approximately 6 % of the outstanding shares of Onyx.

The Company and Onyx share two directors.

As of September 30, 2025, 3,500,000 of the shares are freely tradable, while the remaining 1,500,000 are in escrow and are scheduled to be released in two tranches by July 2026.

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

The Company and Onyx share one director.

As of March 31, 2026, a total of 3,250,000 shares are freely tradable with a remaining 750,000 subject to escrow restrictions and are scheduled to be released in July 2026.

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

For further details, refer to Note 15 - Fair Value Measurement.

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

The Company recorded realized gains of $ nil for the three months ended March 31, 2026 and 2025, respectively.

These gains are included in the Gain / (Loss) on Marketable Securities line item in the unaudited condensed consolidated statements of operations.

Subsequent events

On May 4, 2026 the Company entered into a purchase and sale agreement (the “Purchase Agreement”) with Alaska Hardrock Inc.

("AHI") to acquire 100 % ownership of its Lucky Shot project by purchasing from AHI the underlying real property, mining claims and mining equipment and extinguishing the outstanding 2 % net smelter returns royalty (the “NSR Royalty”) held by AHI.

The consideration totaled $ 16,074,000 , comprised of the following:

• Cash deposit of $ 300,000 (paid);

• Cash payment of $ 1,709,250 due on signing of the Purchase Agreement (paid);

• Cash payable of $ 4,064,750 due on closing, which is expected to occur no later than July 1, 2026 (the "Closing Date");

• Promissory note of $ 10,000,000 .

The promissory note bears interest at 5 % per annum, compounded monthly and payable annually.

It requires principal repayments of $ 2,000,000 on each of the second and third anniversaries of the Closing Date, with the remaining principal balance due on the fourth anniversary of the Closing Date.

The loan is secured by real property, mining claims, and other assets acquired.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

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• Business strategy, including outsourcing;

• Impacts from the Company’s future acquisition of new mining properties or businesses, including the merger with Dolly Varden Silver Corporation;

• Meeting the Company's forecasts and budgets;

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Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2025, these factors include among others:

• Availability and ability to raise capital to fund capital expenditures;

• Availability and ability to raise capital to fund capital expenditures and repayment of indebtedness;

• Ability to repay indebtedness when due;

1 unchanged sentence

• Ability to influence management of the Peak Gold JV;

• Ability to realize the anticipated benefits of the Dolly Varden merger;

• Disruption from the Dolly Varden merger and transition of Dolly Varden’s management to the Company, including as it relates to maintenance of business and operational relationships;

• Ability to consummate and realize the anticipated benefits of strategic transactions;

4 unchanged sentences

• Declines and variations in the price of gold and associated minerals, as well as price volatility for natural resources;

• Availability and costs of material and operating equipment;

• Potential mechanical failure or under performance of facilities and equipment;

4 unchanged sentences

• Environmental and regulatory, health and safety risks;

• Uncertainties of any estimates and projections relating to any future production, costs and expenses (including changes in the cost of fuel, power, materials, and supplies);

• Uncertainties of any estimates and projections relating to any future production, costs and expenses (including changes in the cost and/or availability of fuel, power, materials, and supplies);

• Timely and full receipt of sale proceeds from the sale of any of our mined products (if any);

2 unchanged sentences

• Strength and financial resources of competitors;

• Competition generally and the increasing competitive nature of the mining industry;

• Expanded rigorous monitoring and testing requirements;

5 unchanged sentences

2026 Highlights and Recent Developments

Dolly Varden Merger

On December 7, 2025, Contango and Dolly Varden entered into the Arrangement Agreement which was subsequently amended on February 11, 2026.

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

Dolly Varden is a mineral exploration company focused on the acquisition and exploration of mineral properties in Canada.

Dolly Varden’s primary asset is its 100%‑owned Kitsault Valley Project, which includes the Dolly Varden property and the Homestake Ridge property, located in the Golden Triangle of British Columbia, Canada, approximately 25 kilometers by road to tidewater.

The 163‑square‑kilometer Kitsault Valley Project hosts high‑grade silver and gold resources and includes 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 additional exploration properties in the same region.

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

Including the Kitsault Valley Project and these additional properties, Dolly Varden holds mineral tenures totaling approximately 100,000 hectares within the region.

Immediately prior to the closing of the Arrangement, all outstanding restricted share units of Dolly Varden vested and were settled for Dolly Varden Shares.

All outstanding Dolly Varden Options were exchanged for Contango stock options, adjusted to reflect the Exchange Ratio.

On March 17, 2026, the shareholders of Dolly Varden and Contango voted to approve the acquisition, which was subsequently approved by the Supreme Court of British Columbia on March 23, 2026.

The acquisition was completed on March 26, 2026, following the satisfaction of all remaining legal and regulatory requirements.

Manh Choh Project

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

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

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

During the first quarter of 2026, the Company received $9.0 million in cash distributions from the Peak Gold JV.

During the first quarter of 2026, the Peak Gold JV (on a 100% basis) processed 187,479 tons of ore with an average grade of 0.125 ounces (“oz”) per ton and containing approximately 23,435 oz of gold.

Gold recovery averaged 88.5%, resulting in approximately 20,600 oz of recovered gold, of which Contango’s 30% share amounted to 6,187 oz of gold.

During the first quarter of 2025, 17,382 oz of gold were delivered to Contango and sold during the period.

During the second quarter of 2025, the Peak Gold JV (on a 100% basis) processed 255,000 tons of ore with an average grade of 0.222 oz per ton and containing approximately 56,000 oz of gold.

Gold recovery averaged 93%, resulting in approximately 52,000 oz of recovered gold, of which Contango’s 30% share amounted to 15,700 oz of gold.

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

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

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

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

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

During the first quarter of 2026, a total of 8,012 oz of gold and 15,042 oz of silver were delivered to Contango and sold.

Johnson Tract Project

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

(CIRI) the underlying land owner.

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

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

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

The TRS was filed on May 12, 2025.

IA HIGHLIGHTS:

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

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

• Post-Tax NPV 5 of $224.5 million with a post-tax IRR of 30.2%

• Seven-year LOM

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

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

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

• All-In Sustaining Costs ("AISC") estimated at $860 per GEO sold

• Non-discounted payback period 1.3 years

During the first quarter of 2026, activities at the Johnson Tract Project focused on planning, resourcing, permitting coordination, and logistical preparations in support of the Company’s planned 2026 field program.

On December 1, 2025, the Johnson Tract Critical Metals Project was posted to the Federal Permitting Dashboard as a covered project under Title 41 of the Fixing America’s Surface Transportation Act, commonly referred to as FAST-41.

The Federal Permitting Improvement Steering Council announced the project’s FAST-41 coverage on December 2, 2025.

Army Corps of Engineers ("Corps") is identified as the lead federal permitting agency for the project.

During the first quarter of 2026, the Company advanced planning activities for the proposed 2026 field season, including solicitation and review of bids for road construction and helicopter support associated with planned access improvements between the Johnson Tract camp and the proposed portal site.

These activities are intended to support the Company’s operational timeline and continued advancement of the project through the permitting and development planning process.

Lucky Shot Property

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

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

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

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

Committee for Safe Communities Complaint

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.

Dot Lake Complaint