Contango ORE, Inc. 8-K

What Happened
Contango ORE, Inc. announced on February 11, 2026 that it entered into an underwriting agreement with Canaccord Genuity LLC and priced an underwritten offering to two institutional investors. The offering consists of 1,678,206 shares of common stock at $24.96 per share and a pre‑funded warrant to purchase up to 325,000 shares at $24.95 (exercise price $0.01). The company estimates net proceeds of approximately $47.2 million.

Key Details

• Offering priced February 11, 2026; underwriter representative: Canaccord Genuity LLC.
• Securities: 1,678,206 common shares at $24.96 each; one pre‑funded warrant for up to 325,000 shares at $24.95 (exercise $0.01).
• Estimated net proceeds: ≈ $47.2 million after underwriting discounts and commissions.
• Use of proceeds: ~ $45.0 million to buy back gold hedge contracts; ~ $0.7 million to purchase gold put contracts for downside protection.
• Pre‑Funded Warrant limits holder ownership to 9.99% (adjustable up to 19.99% with 61‑day notice); warrants are immediately exercisable subject to those caps.
• Offering made under the company’s effective Form S‑3 shelf registration; legal opinion from Holland & Knight LLP and a press release were filed with the 8‑K.

Why It Matters
The offering provides Contango ORE with immediate cash (≈$47.2M) and is earmarked mainly to reduce existing gold hedge obligations, which can alter the company's future exposure to gold prices and potential realized production value. Issuing shares and pre‑funded warrants will increase the number of potential outstanding shares, which investors should consider for dilution and ownership percentage impacts (the pre‑funded warrants include ownership caps). The transaction and use of proceeds are material to liquidity, hedge position, and capitalization going forward.