What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-14 · 378 added, 231 removed, 694 unchanged (47% of the section changed)

Item 1 - Financial Statements

March 31, 2026

June 30, 2026

December 31, 2025

2 unchanged sentences

Restricted cash

Derivative contract asset

Prepaid expenses and other

26 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

Series A, special voting preferred stock, $ 0.01 par value, one share authorized, issued and outstanding as of June 30, 2026

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

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

32,345,319 shares issued and outstanding as of June 30, 2026;

14,968,929 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

1,156,753 shares issued and outstanding as of June 30, 2026;

no shares issued and outstanding as of December 31, 2025

Additional paid-in capital

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

Treasury stock at cost (nil at June 30, 2026;

and 2,480 shares at December 31, 2025)

Accumulated other comprehensive loss

Accumulated deficit

7 unchanged sentences

Three Months Ended

Six Months Ended

General and administrative

1 unchanged sentence

Income from equity investment in Peak Gold, LLC

Total income from operations

Total (loss)/income from operations

OTHER INCOME/(EXPENSE):

1 unchanged sentence

Interest and finance expense

Loss on derivative contracts

Gain/(loss) on derivative contracts

Gain on metal sales

1 unchanged sentence

Total other income/(expense)

Loss before income taxes

Income tax (expense) / benefit

LOSS PER SHARE

Basic and diluted

Income/(loss) before income taxes

Income tax benefit/(expense)

NET INCOME/(LOSS)

Other comprehensive loss

NET COMPREHENSIVE INCOME/(LOSS)

INCOME/(LOSS) PER SHARE

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

Basic and diluted

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

6 unchanged sentences

Cash distribution from Peak Gold, LLC

Unrealized (gain)/loss from derivative contracts

Amortization of flow through liability

Loss from derivative contracts

Cash paid to settle derivative contracts

Unrealized (gain)/loss from marketable securities

5 unchanged sentences

Increase in prepaid expenses and other

Increase in inventory

(Decrease)/increase in accounts payable and accrued liabilities

3 unchanged sentences

Cash acquired as part of the Dolly Varden acquisition

Net cash provided by investing activities

Cash consideration paid for Avidian Alaska Acquisition

Acquisition of property and equipment

Net cash provided by/(used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Cash proceeds from the exercise of pre-funded warrants

Cash proceeds from the exercise of options

Principal repayments on debt

2 unchanged sentences

Net cash provided by/(used in) financing activities

Effect of exchange rate changes on cash and cash equivalents

NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

8 unchanged sentences

Replacement options issuance for acquisition

Capitalized deferred acquisition costs

Total non-cash investing and financing activities

3 unchanged sentences

Exchangeable Shares

Comprehensive

Stockholders’

Balance at March 31, 2026

( 227,464,372

Stock-based compensation

Restricted shares activity

Common stock issuance

Cost of common stock issuance

Common stock issuance for acquisition

Retraction of exchangeable shares

Exercise of options

Exercise of pre-funded warrants

Cancellation of treasury shares

Shares issued for convertible debt interest payment

Net income for the period

Other comprehensive loss for the period

Balance at June 30, 2026

( 222,677,385

Exchangeable Shares

Comprehensive

Stockholders’

Balance at March 31, 2025

( 199,620,462

Stock-based compensation

Restricted shares activity

Common stock issuance

Cost of common stock issuance

Shares issued for convertible debt interest payment

Net income for the period

Balance at June 30, 2025

( 183,695,597

Exchangeable Shares

Comprehensive

Stockholders’

Balance at December 31, 2025

1 unchanged sentence

Stock-based compensation

Restricted shares activity

Common stock issuance

3 unchanged sentences

Replacement options issuance for acquisition

Retraction of exchangeable shares

Exercise of options

Exercise of pre-funded warrants

Cancellation of treasury shares

Shares issued for convertible debt interest payment

Net loss for the period

Balance at March 31, 2026

Other comprehensive loss for the period

Balance at June 30, 2026

( 222,677,385

Exchangeable Shares

Comprehensive

Stockholders’

Equity/(Deficit)

Balance at December 31, 2024

7 unchanged sentences

Net loss for the period

Balance at March 31, 2025

Balance at June 30, 2025

( 183,695,597

6 unchanged sentences

• 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, 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 Mining Canada Inc.

(British Columbia), which holds 100 % equity in HighGold Mining Inc., which in turn owns J T Mining, Inc., leasing approximately 21,000 acres (“Johnson Tract” or the “Johnson Tract Project”) from Cook Inlet Region, Inc.

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

(“CIRI”), 125 miles southwest of Anchorage, Alaska (See Note 11 - Commitments and Contingencies and Note 20 - Subsequent Events);

• 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;

3 unchanged sentences

(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”).

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

KG Mining (Alaska), Inc.

10 unchanged sentences

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 results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026.

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.

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.

As of June 30, 2026, the Company had a cash and cash equivalent balance of $ 89.0 million and working capital, which is calculated as current assets minus current liabilities, of $ 5.7 million.

During the six months ended June 30, 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 and investing activities.

Key sources of liquidity during the period included net proceeds of $ 47.0 million from an underwritten public offering, $ 8.6 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 $ 18.0 million of cash distributions from the Peak Gold JV related to production at the Manh Choh Project.

22 unchanged sentences

Investment in the Peak Gold JV

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

The following table is a roll-forward of the Company’s investment in the Peak Gold JV as of June 30, 2026:

in Peak Gold, LLC

15 unchanged sentences

Investment balance at March 31, 2026

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

Distributions received from Peak Gold, LLC

Income from equity investment in Peak Gold, LLC

Investment balance at June 30, 2026

As of June 30, 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 $ 160.5 million.

During the six months ended June 30, 2026, the Company received cash distributions of $ 18.0 million.

The following table presents the condensed unaudited results of operations for the Peak Gold JV for the three and six month periods ended June 30, 2026 and 2025 in accordance with US GAAP:

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Cost of sales

( 154,526,580

( 164,214,219

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 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.

As of June 30, 2026 and June 30, 2025, the Company's cumulative investment in the Peak Gold JV exceeded its cumulative losses, which allowed the Company to recognize its investment of $ 51.2 million and $ 56.2 million, respectively.

Prepaid Expenses and Other Assets

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.

Net Loss Per Share

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

Three Months Ended March 31,

The Company has prepaid expenses and other assets of $ 5,795,200 and $ 3,290,962 as of June 30, 2026 and December 31, 2025, respectively.

Prepaid expenses primarily relate to prepaid insurance, surety bond deposits, and claim rentals, as well as payments completed in connection with improvements to and the acquisition of mineral claims, property and equipment surrounding our Lucky Shot property (Note 11 - Commitments and Contingencies and Note 20 - Subsequent Events).

Net Income/(Loss) Per Share

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

Three Months Ended June 30,

Income attributable to participating securities

Basic Net Income per Share:

Net income attributable to common stockholders

Effect of Dilutive Securities

Restricted shares

Diluted Net Income per Share:

Net income attributable to common stock

Six Months Ended June 30,

Basic Net Loss per Share:

12 unchanged sentences

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

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.

Options and warrants (other than pre-funded warrants discussed further below) to purchase 482,845 and 365,875 shares of common stock of the Company were outstanding as of June 30, 2026, respectively.

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

A total of 312,165 and 456,110 restricted shares of common stock were unvested as of June 30, 2026 and 2025, respectively.

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

Stockholders ’ Equity

The Company has 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.

As of June 30, 2026, a total of 32,345,319 shares of common stock were outstanding, including 312,165 shares of unvested restricted stock.

In addition, as of June 30, 2026, one share of Series A, special voting preferred stock was outstanding and a total of 1,156,753 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 remaining restricted stock outstanding will vest between August 2026 and April 2029.

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 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.

Pursuant to the Sales Agreement, the Company sold 353,149 shares of common stock during the six-month period ended June 30, 2026 and 145,554 shares during the six-month period ended June 30, 2025 for net proceeds of approximately $ 8.6 million and $ 2.1 million, respectively.

As of June 30, 2026, a total of $ 14.2 million of the Company's common stock remains available for sale pursuant to the ATM Program.

Underwritten Offering - February 2026

4 unchanged sentences

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

As of June 30, 2026, all the pre-funded warrants have been exercised and nil remain outstanding.

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:

March 31, 2026

June 30, 2026

December 31, 2025

2 unchanged sentences

Buildings and improvements

Construction in progress

Not Depreciated

Machinery and equipment

8 unchanged sentences

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.

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 ( 2,480,129 shares as of June 30, 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.

As of June 30, 2026, there were 312,165 shares of unvested restricted common stock outstanding under the Equity Plans.

Stock-based compensation expense for the three and six months ended June 30, 2026 was approximately $ 1.4 million and $ 2.3 million, respectively.

Stock-based compensation expense for the three and six months ended June 30, 2025 was approximately $ 0.8 million and $ 1.3 million, respectively.

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 August 2026 and March 2027.

The remaining shares of restricted stock outstanding will vest between August 2026 and April 2029.

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 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 total grant date fair value of the restricted stock granted during the six months ended June 30, 2026 and June 30, 2025 was $ 3.2 million and $ 3.3 million, respectively.

As of June 30, 2026, the total compensation cost related to nonvested restricted share awards not yet recognized was $ 3,307,097 .

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 March 31, 2026 and December 31, 2025:

Below table indicates the unvested restricted stock balance as of June 30, 2026 and December 31, 2025:

Number of restricted shares unvested

2 unchanged sentences

Restricted shares vested

Balance - March 31, 2026

Balance - June 30, 2026

Balance - January 1, 2025

7 unchanged sentences

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

The fair value of the Replacement Options was 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 on allocating between acquisition costs and post-combination expenses.

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

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

Additionally, on April 2, 2026, the Company issued 174,100 options to employees, with a fair value of $ 2.0 million using the Black Scholes option pricing model.

There were no newly vested stock options for the six-month period ended June 30, 2025.

As of June 30, 2026, the total unrecognized compensation cost related to nonvested stock options was $ 1.6 million.

As of June 30, 2026, there are 482,845 stock options outstanding and 308,745 stock options exercisable.

A summary of the status of stock options granted under the Equity Plans as of June 30, 2026 and changes during the six months then ended, is presented in the table below:

Six Months Ended

June 30, 2026

Exercise Price

10 unchanged sentences

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.

The Peak Gold JV’s exploration expenditures through the 2023 exploration program 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.

1 unchanged sentence

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.

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, as such, the advance minimum royalty is no longer required.

Gold Exploration .

5 unchanged sentences

Lucky Shot Property .

With regard to the Lucky Shot Property, the Company will be obligated to pay CRH Funding II PTE.

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

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

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

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

As of 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.

With regard to the Lucky Shot Property, the Company was obligated to pay CRH Funding II PTE.

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

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

Under the second threshold, if the Company achieved (1) an aggregate “mineral resource” equal to 1,000,000 ounces of gold or (2) production and receipt by the Company of an aggregate of 60,000 ounces of gold (including any silver based on a 1:65 gold to silver ratio), the Company was required to pay CRH $ 5 million in cash and $ 5 million in newly issued shares of Contango common stock with any share consideration valued based on the 30-day trading price.

On June 26, 2026, the Company settled the milestone threshold payments with a payment of $ 5.0 million and the issuance of 100,000 shares of common stock.

As of June 30, 2026 both payments were settled for a total consideration of $ 6.6 million, resulting in the settlement of the contingent consideration and an increment of the mineral claims associated with the Lucky Shot Property.

All other commitments in association with the initial agreement were settled.

As of June 30, 2026 and December 31, 2025, the Company has recognized contingent consideration payable of $ nil 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.

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

for the purchase of mineral claims, including a 2 % net smelter return royalty, property, equipment and improvements for a total consideration of $ 16,074,000 comprised of:

(i) $ 300,000 advance (paid);

(ii) $ 1,709,250 deposit payable upon signing of the agreement (paid);

(iii) $ 4,064,750 payable at closing;

and (iv) $ 10,000,000 secured promissory note bearing 5 % per annum, compounded monthly, and maturing four years after closing date.

As of June 30, 2026, the Company has paid $ 2,009,250 towards the purchase price.

The transaction closed on July 1, 2026 with a payment of $ 4,064,750 (Note 20 - Subsequent Events).

Royal Gold Royalties .

2 unchanged sentences

Royal Gold also holds a 28.0 % net smelter returns silver royalty on all silver produced from a defined area within the Tetlin Lease.

The Company received a royalty reimbursement advance of $ 1,200,000 from KG Mining for the Company’s share of silver royalty payments due to Royal Gold.

The Company received a royalty reimbursement advance of $ 1,200,000 from KG Mining for the Company’s share of silver royalty payments.

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

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

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

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

The Company has recognized a royalty recovery of $ 537,317 in interest and other income during the six-month period ended June 30, 2026 (six months ended June 30, 2025 - $ 244,527 ).

As of June 30, 2026, the Company has completed the drawdown and has recognized a receivable of $ 49,272 presented as part of prepaid expenses and other assets.

CIRI Lease Agreement.

J T Mining Inc.

entered into a lease agreement effective May 17, 2019 with CIRI and shall pay the sum of $ 150,000 on the fifth through ninth anniversaries of the effective date, provided that J T Mining Inc.'s obligations to make such payments shall terminate on the commencement of Commercial Production as defined under the lease agreement.

entered into a lease agreement effective May 17, 2019 with CIRI and shall pay the sum of $ 150,000 on the fifth through ninth anniversaries of the effective date, provided that JT Mining Inc.'s obligations to make such payments shall terminate on the commencement of Commercial Production as defined under the lease agreement.

A Commercial Production decision has not been made to date.

7 unchanged sentences

The minimum payments will be credited against Avidian Alaska's various royalty payment obligations under the agreement and Avidian Alaska is currently in good compliance with such royalty payment obligations.

Employment Agreements .

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

On September 10, 2024, the Corps issued to Johnson Tract Mining Inc.

(a wholly owned subsidiary of the Company) a permit under Section 404 of the Clean Water Act to construct an access road and improve an existing air strip on the south parcel of the Johnson Tract project.

On May 20, 2025, Cook Inletkeeper, Chickaloon Village Traditional Council, Center for Biological Diversity, and an individual plaintiff filed suit in the United

States District Court for the District of Alaska against the Corps and related officials, challenging the Corps’ issuance of the Section 404 permit.

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

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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.

The Company recognized a full valuation allowance on its deferred tax asset as of June 30, 2026 and December 31, 2025 and has recognized a tax benefit of $ 1,868,176 and $ 1,891,184 for income tax for the three and six months ended June 30, 2026, respectively, and benefit of $ 52,451 and expense of $ 171,230 for the three and six months ended June 30, 2025.

The effective tax rate was - 64.00 % and 16.58 % for the three and six months ended June 30, 202 6.

The effective tax rate was 0.33 % and - 2.65 % for the three and six months ended June 30, 2025.

The effective income tax rate for the three and six months ended June 30, 2026 differs from the statutory rate primarily due to the amortization of its flow through liability.

The effective income tax rate for the three and six months ended June 30, 2025 differs from the statutory rate primarily due to the full valuation allowance.

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 March 31, 2026 and December 31, 2025, the Company provided a full valuation allowance against the deferred tax assets.

As a result of this analysis at June 30, 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.

The Company’s deferred tax liability originating from the Dolly Varden acquisition was $ 55,741,022 and $ nil , as of June 30, 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 %.

The net deferred tax liability of $ 55,741,022 includes an increase related to exploration costs for the period ended June 30, 2026.

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’s deferred tax liability originating from the HighGold acquisition was $ 540,528 and $ 617,353 , as of June 30, 2026 and December 31, 2025, respectively.

The net deferred tax liability of $ 540,528 includes an increase related to exploration costs for the period ended June 30, 2026.

The Company reviews its tax positions quarterly for tax uncertainties.

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 :

The Company did no t have any uncertain tax positions as of June 30, 2026 or December 31, 2025.

For the three and six months ended June 30, 2026, the Company recognized income tax benefits of $ 1,496,928 related to the amortization of its liability on flow-through share issuances and the associated Part XII.6 tax.

For the three and six months ended June 30, 2025, the Company recognized no income tax benefit or expense related to the amortization of its liability on flow-through share issuances and the associated Part XII.6 tax.

The table below shows the components of Debt, net as of June 30, 2026 and December 31, 2025 :

Secured Debt Facility

8 unchanged sentences

Secured Credit Facility

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

agent for the secured parties.

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

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.

As of June 30, 2026, the Company has drawn $ 60 million on the term loan facility and made $ 47.4 million in principal repayments, resulting in a balance of $ 12.6 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.

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

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

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

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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.

The Company has delivered or cash settled 109,600 ounces of gold into the hedging agreements, including use of carry trades, resulting in a remaining balance of the hedge agreements is 15,000 gold ounces as of June 30, 2026.

On July 1, 2026, the Company entered into an amendment to the Credit Agreement (Note 20 - Subsequent Events).

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.

During the second quarter of 2026, the Company sold all gold purchased from Peak Gold, LLC for $ 36.8 million ($ 4,260 per oz), at spot price to the lenders and simultaneously locked in a carry trade from the lenders on 7,000 ounces of gold related to the December 31, 2026 hedge maturity date.

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 $ 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.

The Company recognized interest expense totaling $ 0.8 million related to this Facility for the six months ended June 30, 2026 (inclusive of approximately $ 0.6 million of contractual interest, and approximately $ 0.2 million related to the amortization of the discount and issuance fees).

The Company recognized interest expense totaling $ 3.5 million related to this debt for the six months ended June 30, 2025 (inclusive of approximately $ 2.0 million of contractual interest, and approximately $ 1.5 million related to the amortization of the discount and issuance fees).

The effective interest rate of the term loan facility was 8.86 % as of June 30, 2026 and 10.33 % as of December 31, 2025.

As of June 30, 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 June 30, 2026, the Company was in compliance with all of the required debt covenants.

The Company is scheduled to repay $ 12.6 million of principal in the next twelve months.

See Note 20 - Subsequent Events, for details on the amendment to the Facility.

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 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.

During the six months ended June 30, 2026, the Company incurred $ 83,203 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

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In connection with the Investment Agreement, QRC entered into an investor rights agreement with the Company in connection with the issuance of the Debenture.

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

The fair value of the Debenture (Level 3) as of 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 investor rights agreement contains provisions that require QRC and its affiliates, while they own 5 % or more of the Company's outstanding common stock, to standstill, not to participate in any unsolicited or hostile takeover of the Company, not to tender its shares of common stock unless the Company’s board recommends such tender, to vote its shares of common stock in the manner recommended by the Company’s board to its stockholders, and not to transfer its shares of common stock representing more than 0.5 % of outstanding shares without notifying the Company in advance, whereupon the Company will have a right to purchase those shares.

The fair value of the Debenture (Level 3) as of June 30, 2026 and December 31, 2025 was approximately $ 22.8 million.

The Company recognized interest expense totaling $ 1.0 million related to this debt for the six months ended June 30, 2026 (inclusive of approximately $ 0.9 million of contractual interest, and approximately $ 0.1 million related to the amortization of the discount and issuance fees).

The Company recognized interest expense totaling $ 1.0 million related to this debt for the six months ended June 30, 2025 (inclusive of approximately $ 0.9 million of contractual interest, and approximately $ 0.1 million related to the amortization of the discount and issuance fees).

The 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 March 31, 2026 and December 31, 2025 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 June 30, 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.

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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:

As of June 30, 2026, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships:

Average Price

Additionally, as of June 30, 2026, the Company had a carry trade outstanding for 11,000 ounces with maturities on September 30, 2026 and December 31, 2026.

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 March 31, 2026 and December 31, 2025.

As of March 31, 2026

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 June 30, 2026 and December 31, 2025.

As of June 30, 2026

As of December 31, 2025

9 unchanged sentences

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 .

The March 31, 2026 and June 30, 2026 puts were sold before their maturity for proceeds of $ 0.1 million.

As of June 30, 2026 and December 31, 2025, the Company’s derivative instruments related to these agreements were in a net liability position with an aggregate fair value of $ 61,479,232 and $ 103,657,340 , respectively.

As of June 30, 2026, the Company has not posted any collateral related to these agreements.

If the Company had breached any of these provisions as of June 30, 2026, it could have been required to settle its obligations under the agreements at their termination value of $ 61,479,232 .

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 Unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2026 and 2025, respectively.

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 and six months ended June 30, 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

March 31, 2026

June 30, 2026

Three Months Ended

March 31, 2025

June 30, 2025

Six Months Ended

June 30, 2026

Six Months Ended

June 30, 2025

Commodity Contracts

1 unchanged sentence

Commodity Contracts

Realized loss on derivative contracts

Realized gain/(loss) on derivative contracts

Credit-risk-related Contingent Features

8 unchanged sentences

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)”.

The Company recorded a gain on metal sales for the three and six months ended June 30, 2026 of approximately $ 0.6 million and $ 1.3 million, respectively;

and for the three and six months ended June 30, 2025 of approximately $ 1.0 million and $ 2.1 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.

1 unchanged sentence

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.

As of June 30, 2026 the Company did not have any 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 March 31, 2026.

There were no transfers between fair value hierarchy levels for the period ended June 30, 2026.

Fair Value on a Recurring Basis

8 unchanged sentences

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

Contingent Consideration - As discussed in Note 11 , the Company will be obligated to pay CRH additional consideration if production on the Lucky Shot Property meets two separate milestone payment thresholds.

Contingent Consideration - As discussed in Note 11 , as of December 31, 2025 the Company was obligated to pay CRH additional consideration if production on the Lucky Shot Property met two separate milestone payment thresholds.

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

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

As of June 30, 2026, the contingent consideration was settled.

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

As of March 31, 2026

As of June 30, 2026

Financial Assets

Derivative contract asset - current

Marketable securities - noncurrent

1 unchanged sentence

Derivative contract liability - current

Derivative contract liability - noncurrent

Contingent consideration liability - noncurrent

As of December 31, 2025

9 unchanged sentences

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.

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

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.

32 unchanged sentences

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.

1 unchanged sentence

General and Administrative Expenses

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

The following table presents the Company's general and administrative expenses for the three and six months ended June 30, 2026 and 2025.

General and administrative expenses:

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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 Company also holds a 30 % membership interest in Peak Gold JV which commenced 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's CODM is the Chief Executive Officer and is responsible for the management of the Company.

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

2 unchanged sentences

(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 general corporate administration is included within "Corporate and other reconciling items" to reconcile the reportable segments to the consolidated financial statements.

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

2 unchanged sentences

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

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

Three Months Ended June 30, 2026

Corporate and other reconciling items

9 unchanged sentences

Interest expense

Loss on derivative contracts

Gain on derivative contracts

Gain on metal sales

Gain on marketable securities

Total other income/(expense)

LOSS BEFORE INCOME TAXES

As of March 31, 2026

Total other income

INCOME/(LOSS) BEFORE INCOME TAXES

Six Months Ended June 30, 2026

Corporate and other reconciling items

Johnson Tract

General exploration

Total exploration

General and administrative

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

Loss on marketable securities

Total other expense

INCOME/(LOSS) BEFORE INCOME TAXES

As of June 30, 2026

Total Liabilities

( 101,668,152

( 165,303,519

Net Assets/(Deficit)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Corporate and other reconciling items

11 unchanged sentences

Gain on metal sales

Loss on marketable securities

Gain on marketable securities

Total other income/(expense)

INCOME/(LOSS) BEFORE INCOME TAXES

Six Months Ended June 30, 2025

Corporate and other reconciling items

Johnson Tract

General exploration

Total exploration

General and administrative

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

Gain on marketable securities

Total other income/(expense)

LOSS BEFORE INCOME TAXES

6 unchanged sentences

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

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.

During the six months ended June 30, 2026 and the year ended December 31, 2025, the Company did no t make contributions to the Peak Gold JV but did receive distributions from it.

See Note 5 - Investment in the Peak Gold JV.

Additionally, the Company purchased gold from Peak Gold JV.

See note 13 - Debt.

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

See Note 14 - Derivatives and Hedging Activities.

As of June 30, 2026, the Company owes Peak Gold JV $ 4.7 million related to these purchases.

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

2 unchanged sentences

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.

As of June 30, 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.

As of the date of this report, the restrictions have been lifted.

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.

The Company recorded realized gains of $ nil for the three and six months ended June 30, 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 LSA Purchase Agreement (see Note 11 – Commitments and Contingencies) closed on July 1, 2026 (the "Closing Date").

On the Closing Date, the Company paid the $ 4,064,750 cash consideration and entered into a $ 10 million secured promissory note.

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.

Principal repayments of $ 2,000,000 are due 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 promissory note is secured by real property, mining claims, and other assets acquired.

On July 1, 2026, the Company amended its Credit Agreement pursuant to which the delivery of a total 15,000 hedge contracts maturing between March and June 2027 were eliminated in exchange for (i) an increase of $ 33,732,426 on the Company's secured credit facility and (ii) the purchase of 15,000 put option contracts with a strike price of $ 3,100 per ounce and maturities in March and June 2027.

As a result of the amendment, the aggregate principal amount outstanding under the secured credit facility increased to $ 46.3 million.

Principal repayments of the secured credit facility are amended as follows:

• September 30, 2026:

$ 1.0 million;

• December 31, 2026:

$ 1.0 million;

• March 31, 2027:

$ 15.5 million;

• June 30, 2027:

$ 28.8 million.

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

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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 and repayment of indebtedness;

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

• Ability to repay indebtedness when due;

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• 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;

• Ability to consummate and realize the anticipated benefits of strategic transactions, including the Dolly Varden merger;

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

• Potential delays or changes in plans with respect to exploration or development projects or capital expenditures;

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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.

During the first and second quarters of 2026, the Company received $9.0 million in cash distributions from the Peak Gold JV, for each quarter, respectively, resulting in $18.0 million in total cash distributions relating to production at Manh Choh during 2026.

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

During the second quarter of 2026, the Peak Gold JV (on a 100% basis) processed 253,494 tons of ore with an average grade of 0.145 ounces (“oz”) per ton, containing approximately 36,760 oz of gold.

Gold recovery averaged 80.4%, resulting in approximately 29,500 oz of recovered gold, of which Contango’s 30% share amounted to 8,866 oz of gold.

During the second quarter of 2026, a total of 8,627 oz of gold and 10,319 oz of silver were delivered to Contango and sold.

Johnson Tract Project

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.

During the second 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.

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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.

During the second 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.

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

In June 2026, the Company compiled final assay results from the initial phase of the drilling program.

The final assay results include several significant gold intercepts from the Lucky Shot vein system, highlighted by 0.17 meters grading 972.10 grams per tonne (“g/t”) gold (“Au”) in drill hole LSU26091.

The intercept encountered the L1d Vein and included visible gold observed during core logging.

Underground exploration development work has re-commenced at Lucky Shot, with our contract miner, GMS Mine Repair & Maintenance, Inc.

(“GMS”) mobilized to site and currently advancing exploration access and future underground drill platforms.

The Lucky Shot surface drill program commenced on June 22, 2026 with the mobilization of two helicopter-supported drill rigs to site.

A total of 29 holes across five drilling platforms, totaling approximately 6,800 meters are planned.

The program is designed to infill areas of known mineralization within the Coleman portion of the resource, while also executing step-out drilling to test the structural continuity between the Coleman and Lucky Shot vein systems.

Kitsault Valley Project

Following completion of a new mineral resource estimate ("MRE") expected by the end of the second quarter of 2026, a 40,000 meter surface drilling program is expected to begin in June.

A new mineral resource estimate ("MRE") is expected in the third quarter of 2026.

A 40,000 meter surface drilling program started in June, with over 14,000 meters completed through June 30, 2026.

The planned $25 million campaign aims to infill known mineral resources at Homestake, Wolf, Dolly Varden, North Star and Torbrit, while testing high-priority exploration targets across the Company’s wider holdings in the southern corner of the Golden Triangle.

Following the drill program this year will be the formulation of a preliminary development plan in the form of an Initial Assessment ("IA") for the Kitsault Valley assets.

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

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

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

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

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

We believe unfavorable outcome to us is not probable.

Following the 2026 drill program, the Company is planning the formulation of a preliminary development plan in the form of an Initial Assessment ("IA") for the Kitsault Valley assets, planned for the second quarter of 2027.

Strategy and Asset Management

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restricted stock and stock options.

As of March 31, 2026, the Company’s directors and executives beneficially own approximately 5.9% of the Company’s common stock.

As of June 30, 2026, the Company’s directors and executives beneficially own approximately 5.6% of the Company’s common stock.

Acquiring exploration properties .

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Results of Operations

Three Months Ended March 31 , 202 6 Compared to Three Months Ended March 31, 2025

Three Months Ended June 30 , 202 6 Compared to Three Months Ended June 30, 2025

Claim Rental Expense.

Claim rental expense primarily consists of State of Alaska rental payments and costs incurred to record annual labor documents.

For the three months ended March 31, 2026 and 2025, claim rental expense was $0.1 million for each period.

Claim rental expense primarily consists of State of Alaska and Kitsault rental payments and costs incurred to record annual labor documents.

For the three months ended June 30, 2026 and 2025, claim rental expense was $0.1 million for each period.

Exploration Expense.

Exploration expense for the three months ended March 31, 2026 was $3.8 million compared to $0.5 million for the three months ended March 31, 2025.

Current period exploration expense primarily relates to the advances on the 15,000 meter underground in-fill drilling program on the Lucky Shot Property.

The prior period exploration expense related to the permitting process for the underground exploration drift and baseline environmental work at the Johnson Tract Project and did not include drilling activity.

Exploration expense for the three months ended June 30, 2026 was $12.3 million compared to $1.0 million for the three months ended June 30, 2025.

Current period exploration expense primarily relates to the advances on the 15,000 meter underground and surface drilling program on the Lucky Shot Property, 40,000 meter drilling program on the Kitsault Valley Project and permitting activities and road costs on the Johnson Tract Property.

The prior period exploration expense related to the permitting process for the underground exploration drift and baseline environmental work at the Johnson Tract Project.

General and Administrative Expense.

General and administrative expense for the three months ended March 31, 2026 and 2025 was $3.9 million and $2.5 million, respectively.

The Company’s general and administrative expense primarily relates to professional fees, regulatory fees, payroll and stock-based compensation expense.

The increase is mainly driven by salaries and benefits, stock-based compensation, as well as increased legal and professional fees.

General and administrative expense for the three months ended June 30, 2026 and 2025 was $5.3 million and $3.1 million, respectively.

The Company’s general and administrative expense primarily relates to professional fees, regulatory fees, marketing and investor relations, payroll and stock-based compensation expense.

The increase is mainly driven by the increased level of operations as a result of the merger.

Income from Equity Investment in the Peak Gold JV.

The income from the Company’s equity investment in the Peak Gold JV for the three months ended March 31, 2026 was $12.8 million compared to income of $22.3 million for the same period in 2025, mainly driven by a reduction in the revenue generated by the Peak Gold JV, which was mainly driven by a reduction in ounces sold during 2026 compared to 2025.

During the first quarter of 2026, production at Manh Choh focused on mining and processing lower grade ore and processing less tons from the North Pit as Manh Choh transitions to the higher-grade portions of the South Pit.

The income from the Company’s equity investment in the Peak Gold JV for the three months ended June 30, 2026 was $9.3 million compared to income of $27.3 million for the same period in 2025, mainly driven by a reduction in the revenue generated by the Peak Gold JV, resulting from a reduction in ounces sold during 2026 compared to 2025.

During the second quarter of 2026, production at Manh Choh focused on mining and processing lower grade ore and processing less tons from the North Pit as Manh Choh transitions to the higher-grade portions of the South Pit.

Interest Expense.

For the three months ended March 31, 2026, interest expense was $0.9 million and primarily related to the Queen's Road Capital Investment, Ltd.

Debenture (the "Debenture") and interest on the Company’s cumulative net draw-down of $13.6 million on the Facility.

Prior year interest expense of $2.7 million primarily related to the Debenture and interest on the Company's cumulative net draw-down of $38.3 million on the Facility (see Note 13 - Debt).

For the three months ended March 31, 2026 and 2025, the gain on metal sales was $0.7 million and $1.2 million, respectively.

For the three months ended June 30, 2026, interest expense was $0.9 million and primarily related to the Queen's Road Capital Investment, Ltd.

Debenture (the "Debenture") and interest on the Company’s cumulative net draw-down of $12.6 million on the secured credit facility.

Prior year interest expense of $2.0 million primarily related to the Debenture and interest on the Company's cumulative net draw-down of $30.1 million on the secured credit facility (see Note 13 - Debt).

Gain on Metal Sales.

For the three months ended June 30, 2026 and 2025, the gain on metal sales was $0.6 million and $1.0 million, respectively.

These gains primarily related to (i) excess ounces purchased from the Peak Gold JV that were not delivered into the hedges and were instead sold to the derivative counterparties, and (ii) hedged volumes sold at spot prices with an obligation to repurchase the ounces at fixed prices prior to delivery into the hedges.

During the three months ended March 31, 2026, the Company sold 8,012 ounces at an average spot price of $4,935 compared to 17,382 ounces sold at an average spot price of $2,946 during the three months ended March 31, 2025.

Loss on Derivative Contracts.

Loss on derivative contracts for the three months ended March 31, 2026 consisted of an unrealized gain of $31.9 million and a realized loss of $50.9 million.

This compares to an unrealized loss of $40.5 million and no realized loss for the three months ended March 31, 2025.

During the three months ended June 30, 2026, the Company sold 8,627 ounces at an average spot price of $4,328 compared to 17,522 ounces sold at an average spot price of $3,469 during the three months ended June 30, 2025.

Gain/(Loss) on Derivative Contracts.

Gain/(loss) on derivative contracts for the three months ended June 30, 2026 consisted of an unrealized gain of $10.3 million and a realized gain of $0.1 million.

This compares to an unrealized loss of $2.1 million and a realized loss of $10.7 million for the three months ended June 30, 2025.

The period over period variance primarily reflects changes in the fair value of derivative contracts driven by increases in spot gold prices and corresponding changes in the forward curves used to value the contracts, and the completion of deliveries under the derivative arrangements.

During the three months ended June 30, 2026, the Company delivered 7,000 gold ounces into the derivative contracts including the carry trade with maturity dates of December 31, 2026.

During the three months ended June 30, 2025, the Company delivered 11,939 gold ounces into the derivative contracts (see Note 14 - Derivative and Hedging Activities).

Gain/(Loss) on Marketable Securities.

For the three months ended June 30, 2026, unrealized gain on marketable securities totaled $0.5 million and was primarily due to changes in the fair value of the Company's investment in Onyx, compared to an unrealized gain of $6.4 million for the three months ended June 30, 2025.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Claim Rental Expense.

Claim rental expense primarily consists of State of Alaska and Kitsault rental payments and costs incurred to record annual labor documents.

For the six months ended June 30, 2026 and 2025, claim rental expense was $0.3 million and $0.2 million, respectively.

Exploration Expense.

Exploration expense for the six months ended June 30, 2026 was $16.1 million compared to $1.5 million for the six months ended June 30, 2025.

The prior period exploration expense related to the permitting process for the underground exploration drift and baseline environmental work at the Johnson Tract Project.

General and Administrative Expense.

General and administrative expense for the six months ended June 30, 2026 and 2025 was $9.1 million and $5.6 million, respectively.

The Company’s general and administrative expense primarily relates to professional fees, regulatory fees, marketing and investor relations, payroll and stock-based compensation expense.

The increase is mainly driven by the increased level of operations as a result of the merger with Dolly Varden.

Income from Equity Investment in the Peak Gold JV.

The income from the Company’s equity investment in the Peak Gold JV for the six months ended June 30, 2026 was $22.0 million compared to income of $49.6 million for the same period in 2025, mainly driven by a reduction in the revenue generated by the Peak Gold JV, resulting from a reduction in ounces sold during 2026 compared to 2025.

During the first half of 2026, production at Manh Choh focused on mining and processing lower grade ore and processing less tons from the North Pit as Manh Choh transitions to the higher-grade portions of the South Pit.

Interest Expense.

For the six months ended June 30, 2026, interest expense was $1.9 million and primarily related to the Queen's Road Capital Investment, Ltd.

Debenture (the "Debenture") and interest on the Company’s cumulative net draw-down of $12.6 million on the secured credit facility.

Prior year interest expense of $4.8 million primarily related to the Debenture and interest on the Company's cumulative net draw-down of $30.1 million on the secured credit facility (see Note 13 - Debt).

Gain on Metal Sales.

For the six months ended June 30, 2026 and 2025, the gain on metal sales was $1.3 million and $2.1 million, respectively.

During the six months ended June 30, 2026, the Company sold 16,641 ounces at an average spot price of $4,621 compared to 34,905 ounces sold at an average spot price of $3,133 during the six months ended June 30, 2025.

Gain/(Loss) on Derivative Contracts.

The $8.7 million loss on derivative contracts for the six months ended June 30, 2026 consisted of an unrealized gain of $42.2 million and a realized loss of $50.9 million.

This compares to a $53.3 million loss on derivative contracts consisting of an unrealized loss of $42.6 million and a realized loss of $10.7 million for the six months ended June 30, 2025.

The period over period variance primarily reflects changes in the fair value of derivative contracts driven by increases in spot gold prices and corresponding changes in the forward curves used to value the contracts, the completion of deliveries under the derivative arrangements, and the settlement of 15,446 oz of gold hedges and the purchase of puts covering 15,446 oz during the period.

During the three months ended March 31, 2026, the Company delivered 5,554 gold ounces into the derivative contracts including the Carry Trade with maturity dates of March 31, 2026 and September 30, 2026.

No gold ounces were delivered into the derivative contracts for the three months ended March 31, 2025 as those scheduled hedge contracts were cash settled early in December 2024 (see Note 14 - Derivative and Hedging Activities).

Unrealized gain/(loss) on marketable securities.

For the three months ended March 31, 2026, unrealized loss on marketable securities totaled $0.7 million and was primarily due to changes in the fair value of the Company's investment in Onyx, compared to an unrealized gain of $0.2 million for the three months ended March 31, 2025.

During the six months ended June 30, 2026, the Company delivered 12,554 gold ounces into the derivative contracts including the carry trade with maturity dates of March 31, 2026, September 30, 2026 and December 31, 2026.

During the six months ended June 30, 2025, the Company delivered 11,939 gold ounces into the derivative contracts (see Note 14 - Derivative and Hedging Activities).

Gain/(Loss) on Marketable Securities.

For the six months ended June 30, 2026, unrealized loss on marketable securities totaled $0.2 million and was primarily due to changes in the fair value of the Company's investment in Onyx, compared to an unrealized gain of $6.7 million for the six months ended June 30, 2025.

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

The table below presents reconciliations between the most comparable GAAP measure of total cost of sales to the non-GAAP measures of (i) Cash Cost on a By-product Basis, per ounce sold and (ii) All-in Sustaining Costs ("AISC") on a By-product Basis, per ounce sold for the Peak Gold JV operations (Manh Choh) for the three months ended March 31, 2026 and 2025.

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

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

During the first quarter of 2026, production at Manh Choh focused on mining and processing lower grade ore and processing less tons from the North Pit, as the Peak Gold JV transitions to the higher-grade portions of the South Pit, with increased ore tons processed and ore grade processed for the remainder of the year.

The Company remains on track to meet our guidance of 40,000 to 45,000 ounces of gold production, with cash costs between $1,900 to $2,000 per ounce of gold sold and AISC of $2,200 to $2,300 per ounce of gold sold.

During the six months ended June 30, 2026, production at Manh Choh focused on mining and processing lower grade ore and processing less tons from the North Pit, as the Peak Gold JV transitions to the higher-grade portions of the South Pit, with increased ore tons processed and ore grade processed for the remainder of the year.

The Peak Gold JV remains on track to meet our guidance of 40,000 to 45,000 ounces of gold production, with cash costs between $1,900 to $2,000 per ounce of gold sold and AISC of $2,200 to $2,300 per ounce of gold sold.

Cash Costs on a By-product Basis, per Ounce sold and AISC on a By-product Basis, per Ounce sold are calculated by adjusting production cost of sales, as reported on the interim condensed consolidated statements of operations, as follows:

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Liquidity and Capital Resources

As of March 31, 2026, the Company had approximately $97.5 million of cash and cash equivalents.

As of June 30, 2026, the Company had approximately $89.0 million of cash and cash equivalents.

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

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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.

During the first quarter of 2026, the Company received cash distributions totaling $9.0 million.

Although there can be no guarantee that the Peak Gold JV will continue to make distributions to the Company, the Company believes that distributions are probable and that it will maintain sufficient liquidity to meet its working capital requirements, including repayment obligations of approximately $12.0 million on the Facility and delivery into its hedge contracts, for the next twelve months from the date of this report.

During the first and second quarter of 2026, the Company received cash distributions totaling $9.0 million and $9.0 million, respectively.

Although there can be no guarantee that the Peak Gold JV will continue to make distributions to the Company, the Company believes that distributions are probable and that it will maintain sufficient liquidity to meet its working capital requirements, including repayment obligations of approximately $46.3 million on the Facility (see update at Note 20 - Subsequent Events), for the next twelve months from the date of this report.

On February 12, 2026, the Company sold shares of common stock and pre-funded warrants and received gross proceeds of $50 million.

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Any remaining proceeds will be used for general corporate purposes, including working capital.

Beyond the next twelve months, the Company’s material cash requirements include (i) the repayment at maturity of the $20.0 million unsecured convertible debenture held by Queen’s Road Capital Investment, Ltd., which matures on May 26, 2028 (see Note 13 - Debt), and (ii) principal repayments totaling $10.0 million under the secured promissory note entered into in connection with the Lucky Shot Property acquisition, with $2.0 million due on each of the second and third anniversaries of the July 1, 2026 closing date and the remaining principal balance due on the fourth anniversary (see Note 20 - Subsequent Events).

The Company expects to fund these longer-term obligations through a combination of anticipated cash distributions from the Peak Gold JV, proceeds from metal sales, potential future equity issuances (including amounts available under its ATM program), and available cash on hand.

The Company may also consider refinancing alternatives or other capital markets transactions as they become available on commercially acceptable terms.

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

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

What changed 10-Q

Item 1. Financial Statements