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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-35770

CONTANGO SILVER & GOLD INC.

(Exact name of registrant as specified in its charter)


Delaware	27-3431051
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

516 2nd Avenue, Suite 401
Fairbanks, Alaska	99701
(Address of principal executive offices)	(Zip code)

(907) 388-7770

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading Symbol(s)

     Name of each exchange on which registered

     Common Stock, Par Value $0.01 per share

     CTGO

     NYSE American
Toronto Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” or “emerging growth company” in Rule 12b-2 of the Exchange Act.:


Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The total number of shares of common stock, par value $0.01 per share, outstanding as of May 14, 2026 was 30,771,211.

The total number of exchangeable shares outstanding as of May 14, 2026 was 1,597,301. See Note 8 - Stockholders’ Equity and Note 16 - Acquisitions for discussion.

Table of Contents

CONTANGO SILVER & GOLD INC.

TABLE OF CONTENTS


		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	3
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025	5
	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31
Item 4.	Controls and Procedures	31
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33

All references in this Form 10-Q to the “Company”, “Contango”, “we”, “us” or “our” are to Contango Silver & Gold Inc.

Table of Contents

CONTANGO SILVER & GOLD INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

Item 1 - Financial Statements


	March 31, 2026			December 31, 2025
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	97,450,405		$	64,837,617
Restricted cash		107,193			106,365
Derivative contract asset		444,909			—
Prepaid expenses and other		3,950,115			3,290,962
Income taxes receivable		106,244			106,244
Total current assets		102,058,866			68,341,188

LONG-TERM ASSETS:
Investment in Peak Gold, LLC		50,866,961			47,108,733
Property & equipment, net		339,618,813			52,065,293
Marketable securities		3,701,784			4,436,013
Total long-term assets		394,187,558			103,610,039

TOTAL ASSETS	$	496,246,424		$	171,951,227

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable	$	2,503,684		$	1,014,233
Accrued liabilities		2,287,079			4,336,813
Liability on flow-through share issuances		4,989,580			—
Royalty reimbursement advance		148,782			488,045
Derivative contract liability		58,251,663			66,465,622
Debt, current portion		12,000,000			4,000,000
Total current liabilities		80,180,788			76,304,713

NON-CURRENT LIABILITIES:
Asset retirement obligations		127,976			123,444
Contingent consideration liability		2,835,752			2,757,952
Derivative contract liability		13,946,223			37,191,718
Debt non-current portion, net		20,974,904			29,857,758
Deferred tax liability		56,652,798			617,353
Total non-current liabilities		94,537,653			70,548,225

TOTAL LIABILITIES		174,718,441			146,852,938

COMMITMENTS AND CONTINGENCIES (NOTE 11)

STOCKHOLDERS’ EQUITY:
Preferred Stock, 15,000,000 shares authorized		—			—
Series A, special voting preferred stock, $0.01 par value, one share authorized, issued and outstanding as of March 31, 2026		—			—
Common Stock, $0.01 par value, 250,000,000 shares authorized; 30,515,252 shares issued and 30,512,772 shares outstanding as of March 31, 2026; 14,968,929 shares issued and 14,966,449 shares outstanding as of December 31, 2025		305,150			149,687
Exchangeable Shares, no par value, unlimited shares authorized; 1,597,301 shares issued and outstanding as of March 31, 2026		—			—
Additional paid-in capital		548,735,513			238,155,692
Treasury stock at cost (2,480 at March 31, 2026; and 2,480 shares at December 31, 2025)		(48,308	)		(48,308	)
Accumulated deficit		(227,464,372	)		(213,158,782	)
TOTAL STOCKHOLDERS’ EQUITY		321,527,983			25,098,289

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	496,246,424		$	171,951,227

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

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CONTANGO SILVER & GOLD INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended March 31,
	2026			2025
EXPENSES:
Claim rental	$	(128,261	)	$	(108,839	)
Exploration		(3,834,816	)		(460,003	)
Depreciation		(39,590	)		(33,622	)
Accretion		(82,332	)		—
General and administrative		(3,863,839	)		(2,448,066	)
Total expenses		(7,948,838	)		(3,050,530	)

Income from equity investment in Peak Gold, LLC		12,758,228			22,320,034
Total income from operations		4,809,390			19,269,504

OTHER INCOME/(EXPENSE):
Interest and other income		870,018			231,940
Interest and finance expense		(919,708	)		(2,747,712	)
Loss on derivative contracts		(19,026,382	)		(40,475,656	)
Gain on metal sales		672,313			1,170,820
Gain/(loss) on marketable securities		(734,229	)		226,460
Total other income/(expense)		(19,137,988	)		(41,594,148	)

Loss before income taxes		(14,328,598	)		(22,324,644	)

Income tax (expense) / benefit		23,008			(223,681	)

NET LOSS	$	(14,305,590	)	$	(22,548,325	)

LOSS PER SHARE
Basic and diluted	$	(0.83	)	$	(1.88	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and diluted		17,241,665			12,020,108

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

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CONTANGO SILVER & GOLD INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(14,305,590	)	$	(22,548,325	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock-based compensation		978,063			532,621
Depreciation expense		39,590			33,622
Accretion expense		82,332			—
Non-cash portion for lease expense		12,180			12,180
Equity earnings from investment in Peak Gold, LLC		(12,758,228	)		(22,320,034	)
Cash distribution from Peak Gold, LLC		9,000,000			24,000,000
Unrealized (gain)/loss from derivative contracts		(31,904,363	)		40,475,656
Unrealized (gain)/loss from marketable securities		734,229			(226,460	)
Interest expense paid in stock		99,994			99,995
Amortization of debt discount and debt issuance fees		117,146			882,721
Drawdown of silver royalty		(339,263	)		(113,122	)
Deferred tax (benefit)/expense		(23,008	)		223,681
Changes in operating assets and liabilities, net of acquisition:
Increase in prepaid expenses and other		1,489,164			(70,480	)
(Decrease)/increase in accounts payable and accrued liabilities		(2,830,101	)		7,576,595
Net cash (used in)/provided by operating activities		(49,607,855	)		28,558,650

CASH FLOWS FROM INVESTING ACTIVITIES:
Transaction costs paid as part of the Dolly Varden acquisition		(5,237,255	)		—
Cash acquired as part of the Dolly Varden acquisition		36,022,607			—
Net cash provided by investing activities		30,785,352			—

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal repayments on debt		(1,000,000	)		(13,800,000	)
Cash proceeds from common stock and warrant issuance, net		52,436,119			798,922
Shares repurchased for tax withholdings on share-based awards		—			(659,279	)
Net cash provided by/(used in) financing activities		51,436,119			(13,660,357	)

NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		32,613,616			14,898,293
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD		64,943,982			20,315,522
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	97,557,598		$	35,213,815

Supplemental disclosure of cash flow information
Cash paid for:
Interest expense	$	896,491		$	7,229,674
Non-cash investing and financing activities
Common stock issuance for acquisition	$	228,423,981		$	—
Exchangeable shares issuance for acquisition		26,658,954			—
Replacement options issuance for acquisition		2,138,173			—
Capitalized deferred acquisition costs		1,934,483			—
Total non-cash investing and financing activities	$	259,155,591		$	—

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

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CONTANGO SILVER & GOLD INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY/(DEFICIT)

(Unaudited)


											Additional									Total
	Common Stock						Exchangeable Shares				Paid-In			Treasury			Accumulated			Stockholders’
	Shares			Amount			Shares		Amount		Capital			Stock			Deficit			Equity
Balance at December 31, 2025		14,968,929		$	149,687			—	$	—	$	238,155,692		$	(48,308	)	$	(213,158,782	)	$	25,098,289
Stock-based compensation		—			—			—		—		978,063			—			—			978,063
Common stock issuance		1,854,872			18,548			—		—		55,558,364			—			—			55,576,912
Cost of common stock issuance		—			—			—		—		(3,140,793	)		—			—			(3,140,793	)
Common stock issuance for acquisition		13,686,278			136,863			—		—		228,287,118			—			—			228,423,981
Exchangeable shares issuance for acquisition		—			—			1,597,301		—		26,658,954			—			—			26,658,954
Replacement options issuance for acquisition		—			—			—		—		2,138,173			—			—			2,138,173
Shares issued for convertible debt interest payment		5,173			52			—		—		99,942			—			—			99,994
Net loss for the period		—			—			—		—		—			—			(14,305,590	)		(14,305,590	)
Balance at March 31, 2026		30,515,252		$	305,150			1,597,301	$	—	$	548,735,513		$	(48,308	)	$	(227,464,372	)	$	321,527,983

											Additional									Total
	Common Stock						Exchangeable Shares				Paid-In			Treasury			Accumulated			Stockholders’
	Shares			Amount			Shares		Amount		Capital			Stock			Deficit			Equity
Balance at December 31, 2024		12,230,959		$	122,308			—	$	—	$	178,270,782		$	(48,308	)	$	(177,072,137	)	$	1,272,645
Stock-based compensation		—			—			—		—		532,621			—			—			532,621
Restricted shares activity		285,700			2,857			—		—		(2,857	)		—			—			—
Common stock issuance		76,703			767			—		—		820,745			—			—			821,512
Cost of common stock issuance		—			—			—		—		(22,590	)		—			—			(22,590	)
Shares repurchased for tax withholdings on share-based awards		(60,763	)		(608	)		—		—		(658,671	)		—			—			(659,279	)
Shares issued for convertible debt interest payment		9,363			94			—		—		99,901			—			—			99,995
Net loss for the period		—			—			—		—		—			—			(22,548,325	)		(22,548,325	)
Balance at March 31, 2025		12,541,962		$	125,418			—	$	—	$	179,039,931		$	(48,308	)	$	(199,620,462	)	$	(20,503,421	)

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

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CONTANGO SILVER & GOLD INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Business

Contango Silver & Gold Inc. (“Contango” or the “Company”) conducts its business through the following means:

•

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

•

its wholly-owned subsidiary Contango Mining Canada Inc. (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;

•

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

•

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

•

its wholly-owned subsidiary Contango Minerals Alaska, LLC, controlling approximately 145,330 acres of State mining claims, including: (i) approximately 69,780 acres northwest of Peak Gold JV (“Eagle/Hona Property”), (ii) approximately 14,850 acres northeast of Peak Gold JV (“Triple Z Property”), (iii) approximately 52,700 acres in the Richardson district (“Shamrock Property”), and (iv) approximately 8,000 acres near Lucky Shot (“Willow Property”) (collectively, the “Minerals Property”); and

•

its wholly-owned subsidiary Avidian Gold Alaska Inc., controlling approximately 15,260 acres of State mining claims and leases, including: (i) approximately 1,030 acres near Fort Knox Gold Mine (“Amanita NE Property”), (ii) approximately 10,850 acres in Valdez Creek Mining District (“Golden Zone Property”), and (iii) leasing approximately 3,380 acres near Fort Knox (“Amanita Property”) (collectively, the “Avidian Properties”).

CORE Alaska LLC (“CORE Alaska”), a wholly-owned subsidiary of the Company has a 30% membership interest in Peak Gold, LLC (the “the Peak Gold JV”). KG Mining (Alaska), Inc. (“KG Mining”), an indirect wholly-owned subsidiary of Kinross Gold Corporation (“Kinross”), a large gold producer with a diverse global portfolio and extensive operating experience in Alaska, holds the remaining 70% membership interest in the Peak Gold JV. KG Mining serves as the manager of the Peak Gold JV, which operates the Manh Choh mines.

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

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

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

2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), including instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by US GAAP for complete annual consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included. All such adjustments are of a normal recurring nature. 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 December 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.

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3. Liquidity

The Company’s cash requirements primarily relate to exploration activities at the Contango Properties, repayment of debt and related interest, and general and administrative expenses. As of March 31, 2026, the Company had a cash and cash equivalent balance of $97.5 million and working capital, which is calculated as current assets minus current liabilities, of $21.9 million.

During the three months ended March 31, 2026, the Company increased its cash balance primarily through financing activities, the acquisition of Dolly Varden and distributions from the Peak Gold JV, partially offset by cash used in operating activities. Key sources of liquidity during the period included net proceeds of $47.0 million from an underwritten public offering, $5.4 million from sales under the Company’s at‑the‑market equity program (see Note 8 - Stockholders’ Equity), $36.0 million from cash acquired as part of the Dolly Varden acquisition (see Note 16 - Acquisition), and $9.0 million of cash distributions from the Peak Gold JV related to production at the Manh Choh Project.

The Peak Gold JV funds its operations from cash flows generated from operations, and the Company does not anticipate future cash calls from the joint venture. While the Company expects that additional distributions from the Peak Gold JV are probable, the timing and amount of such distributions remain subject to operational and market factors, and there can be no assurance that future distributions will be made.

Based on its current working capital, anticipated operating and investing activities, expected distributions from the Peak Gold JV, and demonstrated ability to access the equity capital markets, management believes the Company will have sufficient liquidity to meet its anticipated capital and working capital requirements. However, no assurance can be given that the Company will be able to raise additional capital or refinance existing indebtedness on acceptable terms, or at all, as availability will depend on factors including market conditions, operating results, and metal prices.

4. Summary of Significant Accounting Policies

Please see the Company’s Form 10-K for the fiscal year ended December 31, 2025 for a summary of the Company's significant accounting policies. There have been no changes to the Company's significant accounting policies since the time of that filing, except for the following:

Cash and cash equivalents

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

Flow-through shares

Flow-through shares are a type of common share issued pursuant to the provisions of the Income Tax Act (Canada) (the “ITA”). These shares enable investors to claim tax deductions arising from the Company’s renunciation of qualifying resource expenditures. The Company accounts for flow-through shares by recognizing the amount of any premium paid in excess of the market price of the Company’s common shares, without flow-through features, as of the date of issue as a liability related to the flow-through share issuance. The liability is subsequently unwound and recognized in the tax provision (deferred tax benefit) as the qualifying resource expenditures are incurred and validly renounced, or when renunciation is sufficiently established based on the facts and filings.

Recently issued accounting pronouncements

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

Recently issued accounting pronouncements not yet effective

In November 2024, the FASB issued Accounting Standards Update 2024-03 (“ASU 2024-03”), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring disclosure of specified information about certain costs and expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026. The Company has not early adopted this standard and is currently assessing the potential impacts of the standard.

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5. 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:


	Investment
	in Peak Gold, LLC
Investment balance at December 31, 2024	$	60,523,622
Distributions received from Peak Gold, LLC		(24,000,000	)
Income from equity investment in Peak Gold, LLC		22,320,034
Investment balance at March 31, 2025	$	58,843,656
Distributions received from Peak Gold, LLC		(30,000,000	)
Income from equity investment in Peak Gold, LLC		27,326,184
Investment balance at June 30, 2025	$	56,169,840
Distributions received from Peak Gold, LLC		(33,000,000	)
Income from equity investment in Peak Gold, LLC		29,533,425
Investment balance at September 30, 2025	$	52,703,265
Distributions received from Peak Gold, LLC		(15,000,000	)
Income from equity investment in Peak Gold, LLC		9,405,468
Investment balance at December 31, 2025	$	47,108,733
Distributions received from Peak Gold, LLC		(9,000,000	)
Income from equity investment in Peak Gold, LLC		12,758,228
Investment balance at March 31, 2026	$	50,866,961

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			Three Months Ended
	March 31, 2026			March 31, 2025

Revenue	$	133,970,443		$	168,229,394
Cost of sales		(76,088,075	)		(78,622,724	)
Gross profit		57,882,368			89,606,670
Other expenses		(15,354,941	)		(15,206,557	)
Net Income	$	42,527,427		$	74,400,113

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.

6. 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.

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7. 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,
	2026								2025
				Weighted Average		Loss						Weighted Average		Loss
	Net Loss			Shares		Per Share			Net Loss			Shares		Per Share
Basic Net Loss per Share:
Net loss attributable to common stock	$	(14,305,590	)		17,241,665	$	(0.83	)	$	(22,548,325	)		12,020,108	$	(1.88	)

Diluted Net Loss per Share:
Net loss attributable to common stock	$	(14,305,590	)		17,241,665	$	(0.83	)	$	(22,548,325	)		12,020,108	$	(1.88	)

The Company uses the two-class method to compute basic earnings per share. Under this method earnings are allocated to common shares, exchangeable shares and participating securities according to their participation rights in dividends declared and undistributed earnings and divide the income available to each class by the weighted average number of common shares for the period in each class. Unvested restricted stock grants made to our non-employee directors and certain employees are considered participating securities because the shares have the right to receive non-forfeitable dividends. Because the participating shares have no obligation to share in net losses, we do not allocate losses to our common shares in this calculation.

Diluted earnings per share reflect the potential dilutive effect of securities that could share in our earnings. Restricted stock awarded to non-employee directors and certain employees that have not yet vested are considered when computing diluted earnings per share. The Company uses the treasury stock method to determine the dilutive effect of unvested restricted stock. Shares of unvested restricted stock under a stock-based compensation arrangement are considered options for purposes of computing diluted earnings per share and are considered outstanding shares as of the grant date for purposes of computing diluted earnings per share even though their exercise may be contingent upon vesting. Those stock-based awards are included in the diluted earnings per share computation even if the non-employee director and employee may be required to forfeit the stock at some future date, or no shares may ever be issued to the non-employee director and/or employee. Unvested restricted stocks are not included in outstanding common shares in computing basic earnings per share.

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.

8. Stockholders’ Equity

The Company has 250,000,000 shares of common stock authorized, and 15,000,000 authorized shares of preferred stock. As of March 31, 2026, a total of 30,512,772 shares of common stock were outstanding, including 208,955 shares of unvested restricted stock. In addition, as of March 31, 2026, one share of Series A, special voting preferred stock was outstanding and a total of 1,597,301 exchangeable shares pursuant to the Arrangement Agreement (see Note 16 for details) were outstanding. No shares of preferred stock have been issued. The remaining restricted stock outstanding will vest between August 2026 and March 2027.

ATM Program

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.

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Underwritten Offering - February 2026

On February 12, 2026, the Company sold 1,678,206 shares of common stock and pre-funded warrants to purchase up to 325,000 shares of common stock at an offering price of $24.96 per share and $24.95 per pre-funded warrant and received gross proceeds of $50.0 million before deducting underwriting discounts and offering expenses of $3.0 million. The offering price of the pre-funded warrant equaled the public offering price per share of the common stock less the $0.01 per share exercise price of each pre-funded warrant. The February offering was made pursuant to the Company’s effective shelf registration statement on Form S-3.

The issued pre-funded warrants were classified as a component of permanent equity in the Company’s Condensed Consolidated Balance Sheets as they are freestanding financial instruments that are immediately exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of shares of common stock upon exercise. All of the shares underlying the pre-funded warrants have been included in the weighted-average number of shares of common stock used to calculate net income/loss per share, basic and diluted, attributable to common stockholders as the shares may be issued for little or no consideration, are fully vested, and are exercisable after the original issuance date of the pre-funded warrants. As of March 31, 2026, none of the pre-funded warrants had been exercised.

9. 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:


Asset Type	Estimated Useful Life	March 31, 2026			December 31, 2025
Mineral properties	Not Depleted	$	337,853,668		$	50,358,809
Land	Not Depreciated		87,737			87,737
Buildings and improvements	20 - 39		1,455,546			1,455,546
Machinery and equipment	3 - 10		653,618			544,064
Vehicles	5		184,032			184,032
Computer and office equipment	5		27,731			27,731
Furniture & fixtures	5		2,270			2,270
Right of use asset	2		86,952			86,952
Less: Accumulated depreciation and amortization			(559,712	)		(559,712	)
Less: Accumulated impairment			(173,029	)		(122,136	)
Property & Equipment, net		$	339,618,813		$	52,065,293

10. Stock-Based Compensation

On November 14, 2023, the stockholders of the Company approved and adopted the 2023 Omnibus Incentive Plan (the “2023 Plan”). On March 17, 2026, the stockholders of the Company approved and adopted the 2026 Omnibus Incentive Plan (the “2026 Plan”) (together with the 2023 Plan referred to as the “Equity Plans”), which replaces the 2023 Plan with respect to new grants by the Company. Shares available for grant under the 2026 Plan consist of 2,500,000 shares of common stock plus (i) any shares remaining available for grant under the 2023 Plan (2,816,539 shares as of March 31, 2026), (ii) unexercised shares subject to appreciation awards (i.e. stock options or other stock-based awards based on the appreciation in value of a share of the Company’s common stock) granted under the 2023 Plan that expire, terminate, or are canceled for any reason without having been exercised in full, and (iii) shares subject to awards that are not appreciation awards granted under the 2023 Plan that are forfeited for any reason.

As of March 31, 2026, there were 208,955 shares of unvested restricted common stock outstanding under the Equity Plans. Stock-based compensation expense for the three months ended March 31, 2026 was approximately $1.0 million. Stock-based compensation expense for the three months ended March 31, 2025 was approximately $0.5 million. The amount of compensation expense recognized does not reflect cash compensation actually received by the individuals during the current period, but rather represents the amount of expense recognized by the Company in accordance with US GAAP.

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

Restricted Stock. Under the Equity Plans, the Compensation Committee of the Company's board of directors (the “Compensation Committee”) shall determine to what extent, and under what conditions, the participant shall have the right to vote shares of Stock Awards and to receive any dividends or other distributions paid on such shares during the restriction period. The terms and applicable voting and dividend rights are outlined in the individual restricted stock agreements. All restricted stock grants are expensed over the applicable vesting period based on the fair value at the date the stock is granted. The grant date fair value may differ from the fair value on the date the individual’s restricted stock actually vests. The total grant date fair value of the restricted stock granted during the three months ended March 31, 2026 and March 31, 2025 was $nil million and $2.9 million, respectively.

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As of March 31, 2026, the total compensation cost related to nonvested restricted share awards not yet recognized was $1,125,761. The remaining costs are expected to be recognized over the remaining vesting period of the awards.

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


	Number of restricted shares unvested
Balance - January 1, 2026		380,730
Restricted shares granted		-
Restricted shares vested		(171,775	)
Balance - March 31, 2026		208,955

Balance - January 1, 2025		436,863
Restricted shares granted		302,600
Restricted shares vested		(358,733	)
Balance - December 31, 2025		380,730

Stock Options. The Company applies the fair value method to account for stock option expense. Under this method, cash flows from the exercise of stock options resulting from tax benefits in excess of recognized cumulative compensation cost (excess tax benefits) are classified as financing cash flows. See Note 4 - Summary of Significant Accounting Policies from Company's Form 10-K for the year ended December 31, 2025. 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
	Shares Under Options		Weighted Average Exercise Price
Outstanding as of December 31, 2025		—	$	—
Granted		417,048	14.68
Outstanding at the end of the period		417,048	$	14.68
Aggregate intrinsic value	$	6,122,265
Exercisable, end of the period		417,048
Available for grant, end of period		2,816,539
Weighted average fair value per share of options granted during the period	$	6.18

11. Commitments and Contingencies

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

Pursuant to the terms of the Tetlin Lease, the Peak Gold JV is required to spend $350,000 per year until July 15, 2028 in exploration costs. The Company’s exploration expenditures through the 2023 exploration program have satisfied this requirement because exploration funds spent in any year in excess of $350,000 are credited toward future years’ exploration cost requirements. Additionally, should the Peak Gold JV derive revenues from the properties covered under the Tetlin Lease, the Peak Gold JV is required to pay the Tetlin Tribal Council a production royalty ranging from 3% to 5%, depending on the type of metal produced and the year of production. In lieu of a $450,000 cash payment to the Peak Gold JV from the Tetlin Tribal Council to increase its production royalty by 0.75%, the Peak Gold JV agreed to credit the $450,000 against future production royalty and advance minimum royalty payments due to the Tetlin Tribal Council under the lease once production begins. Until such time as production royalties begin, the Peak Gold JV must pay the Tetlin Tribal Council an advance minimum royalty of approximately $75,000 per year, and subsequent years are escalated by an inflation adjustment. Production commenced in July 2024 and the Peak Gold JV has started to satisfy the production royalty obligations pursuant to the terms of the Tetlin Lease.

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Gold Exploration. The Company’s Triple Z, Eagle/Hona, Shamrock, Willow, Golden Zone, Amanita, Amanita NE and Lucky Shot claims are all located on State of Alaska lands. The annual claim rentals on these projects vary based on the age of the claims, and are due and payable in full by November 30 of each year. Annual claims rentals for the 2024-2025 assessment year totaled $436,258. The Company paid the current year claim rentals in November 2025. The associated rental expense is amortized over the rental claim period, September 1st - August 31st of each year.

Lucky Shot Property. With regard to the Lucky Shot Property, the Company will be obligated to pay CRH Funding II PTE. LTD, a Singapore private limited corporation (“CRH”), additional consideration if production on the Lucky Shot Property meets two separate milestone payment thresholds. If the first threshold of (1) an aggregate “mineral resource” equal to 500,000 ounces of gold or (2) production and receipt by the Company of an aggregate of 30,000 ounces of gold (including any silver 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. See Note 15 - Fair Value Measurement. In addition, the Company is required to pay an annual lease fee of $150,000 and a 2% production royalty.

Royal Gold Royalties. Royal Gold Inc. ("Royal Gold"), the former 40% owner of the Peak Gold JV, currently holds a 3.0% overriding net smelter return royalty on the Tetlin Lease and certain state mining claims. 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. 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.

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. A Commercial Production decision has not been made to date.

CIRI Exploration Agreement. J T Mining Inc. entered into an exploration agreement effective July 1, 2023 with CIRI and on each anniversary of the effective date thereafter during the four year term shall pay to CIRI an amount equal to $25,000 as consideration for grant of the rights under the agreement and for the purpose of covering CIRI's administrative costs associated with exploration activities.

Mining Lease and Option to Purchase Agreement Amanita Project. Avidian Alaska entered into a 15-year lease agreement with an effective date of July 18, 2015 with Tanya Stolz. Avidian Alaska shall pay minimum annual lease payments as outlined under the schedule in section 4.1 of the lease agreement. Avidian Alaska's obligation for July 18, 2025 was $100,000 and will increase by $10,000 per year, with a final payment on July 18, 2030 for $130,000. The minimum payments will be credited against Avidian Alaska's 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.

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Rick Van Nieuwenhuyse serves as the Company’s Chief Executive Officer and director. Pursuant to his employment agreement (the “CEO Employment Agreement”). Mr. Van Nieuwenhuyse receives a base salary of $600,000 per annum and is entitled to receive short-term incentive plan and long-term incentive plan bonuses and awards that can be paid in the form of a combination of cash, restricted stock and options, which will be set forth in plans and agreements adopted, or to be adopted, by the Board. He will also receive 12 months of his regular base salary, all bonus amounts paid in the 12 months preceding a termination, and reimbursement for continued group health insurance coverage for 12 months following a termination or the date he becomes eligible for alternative coverage through subsequent employment as severance benefits in the event that his employment with the Company is terminated by the Company other than for just cause or he resigns due to a material, uncured breach of the CEO Employment Agreement by the Company. He is also entitled to enhanced severance benefits if he terminates his employment within 30 days following a change of control (24 months of base salary and bonus amounts). Any payment of severance benefits to him under the CEO Employment Agreement is conditioned on his timely agreement to, and non-revocation of, a full and final release of legal claims in favor of the Company.

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. 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.

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12. Income Taxes

The Company 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, 2026. The effective tax rate was -1.00% for the three months ended March 31, 2025. At each reporting period, the Company weighs all positive and negative evidence to determine whether the deferred tax assets are more likely than not to be realized. As a result of this analysis at March 31, 2026 and December 31, 2025, the Company provided a full valuation allowance against the deferred tax assets. As part of the Dolly Varden acquisition, the Company measured and recorded a net deferred tax liability through acquisition accounting with an offsetting entry to the property & equipment assets. The Company’s deferred tax liability originating from the Dolly Varden acquisition was $56,058,453 and $nil, as of March 31, 2026 and December 31, 2025, respectively. This relates to the book to tax temporary differences between the carryover tax basis and new book basis of the net assets acquired, recognized at a statutory rate of 27%. As part of the HighGold acquisition, the Company measured and recorded a net deferred tax liability through acquisition accounting with an offsetting entry to the property & equipment assets. The Company’s deferred tax liability originating from the HighGold acquisition was $594,345 and $617,353, as of March 31, 2026 and December 31, 2025, respectively. The net deferred tax liability of $594,345 includes an increase related to exploration costs for the period ended March 31, 2026. The Company reviews its tax positions quarterly for tax uncertainties. The Company did not have any uncertain tax positions as of March 31, 2026 or December 31, 2025.

13. Debt

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


	March 31, 2026			December 31, 2025
Secured Debt Facility
Principal amount - Term debt	$	13,600,000		$	14,600,000
Unamortized debt discount and issuance costs		(371,640	)		(460,006	)
Debt, net	$	13,228,360		$	14,139,994

Unsecured, Subordinated Convertible Debenture
Principal amount	$	20,000,000		$	20,000,000
Unamortized debt discount and issuance costs		(253,456	)		(282,236	)
Debt, net	$	19,746,544		$	19,717,764
Total Debt, net	$	32,974,904		$	33,857,758
Less current portion	$	12,000,000		$	4,000,000
Debt non-current portion, net	$	20,974,904		$	29,857,758

Secured Credit Facility

On May 17, 2023, the Company entered into a credit and guarantee agreement (the “Credit Agreement”), by and among CORE Alaska as the borrower, each of the Company, LSA, and Contango Minerals, as guarantors, each of the lenders party thereto from time to time, ING Capital LLC ("ING") as administrative agent for the lenders, and Macquarie Bank Limited ("Macquarie"), as collateral agent for the secured parties. The Credit Agreement provides for a senior secured loan facility (the “Facility”) of up to $70 million, of which $65 million is committed in the form of a term loan facility and $5 million is 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.

The Credit Agreement is secured by all the assets and properties of the Company and its subsidiaries, including the Company’s 30% interest in Peak Gold, LLC, but excluding the Company’s equity interests of LSA in respect of the Lucky Shot mine. As a condition precedent to the second borrowing, the Company was required to enter into a series of hedging agreements with ING and Macquarie for the sale of an aggregate of 124,600 ounces of gold production from Manh Choh at a weighted average price of $2,025 per ounce. On February 18, 2025, the Company amended the Facility to defer $10.6 million of principal repayments and delivery of 15,000 hedged gold ounces into the first half of 2027 (the "New Repayment Schedule") and extend the maturity date of the Facility from December 31, 2026 to June 30, 2027. The hedge agreements have delivery obligations beginning in July 2024 and ending in June 2027. 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.

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During the first quarter of 2026, the Company sold all gold purchased from Peak Gold, LLC for $38.9 million ($4,859 per oz), at spot price to the lenders and simultaneously locked in a Carry Trade from the lenders on 5,554 ounces of gold related to the March 31, 2026 and September 30, 2026 hedge maturity dates. The Carry Trade related to the March 31, 2026 hedge maturity date was settled with a net payment of $4.2 million from Contango in exchange for the reduction of 1,554 ounces of gold under the hedge agreement.

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

The carrying value of the Facility approximates its fair value as it accrues interest based on market interest rates. The Company recognized interest expense totaling $0.4 million related to this Facility for the three months ended March 31, 2026 (inclusive of approximately $0.3 million of contractual interest, and approximately $0.1 million related to the amortization of the discount and issuance fees). The Company recognized interest expense totaling $1.9 million related to this debt for the three months ended March 31, 2025 (inclusive of approximately $1.1 million of contractual interest, and approximately $0.8 million related to the amortization of the discount and issuance fees). The effective interest rate of the term loan facility was 8.78% as of March 31, 2026 and 10.33% as of December 31, 2025. As of March 31, 2026 and December 31, 2025, the effective interest rate for the amortization of the discount and issuance costs was 8.5% and 8.5%, respectively.

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

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

In connection with entering into the Credit Agreement, the Company entered into a mandate lender arrangement fee letter (the “MLA Fee Letter”) with ING and Macquarie (collectively, the “Mandated Parties”) and a production linked arrangement fee letter (the “PLA Fee Letter”) with ING. Pursuant to the MLA Fee Letter, the Company paid the Mandated Parties on the date of the initial disbursement at the initial closing an upfront fee, calculated based on the principal amount of the Facility. Additionally, the Company paid the Mandated Parties an initial disbursement upfront fee, calculated based on the initial disbursement of $10 million. Pursuant to the PLA Fee Letter, the Company will pay ING a production linked arranging fee based on projected total production over the life of the Facility, as well as an agency fee for consideration of acting as administrative agent and collateral agent. During the three months ended March 31, 2026, the Company incurred $40,064 as a PLA fee presented as part of interest and finance expense, as of the date of this report these amounts have been fully paid.

Unsecured Convertible Debenture

On April 26, 2022, the Company closed on a $20,000,000 unsecured convertible debenture (the “Debenture”) with Queen’s Road Capital Investment, Ltd. (“QRC”). The Company used the proceeds from the sale of the Debenture to fund commitments to the Peak Gold JV, the exploration and development at its Lucky Shot Property, and for general corporate purposes.

The Company agreed to an interest rate of 9%. The interest payment dates are the last business day of July, October, January, and April, prior to November 1, 2025 and thereafter the last business day of March, June, September, and December. The maturity date is May 26, 2028.

The Debenture currently bears interest at 9% per annum, payable quarterly, with 7% paid in cash and 2% paid in shares of common stock issued at the market price at the time of payment based on a 20-day volumetric weighted average price (“VWAP”). QRC may convert the Debenture into common stock at any time at a conversion price of $30.50 per share (equivalent to 655,738 shares), subject to adjustment. The Company may redeem the Debenture after the third anniversary of issuance at 105% of par, provided that the market price (based on a 20-day VWAP) of the Company’s common stock is at least 130% of the conversion price.

In connection with the issuance of the Debenture, the Company agreed to pay an establishment fee of 3% of the Debenture face amount. In accordance with the terms of the related investment agreement (the "Investment Agreement"), QRC elected to receive the establishment fee in shares of common stock valued at $24.82 per share, for a total of 24,174 shares. The establishment fee shares were issued to QRC pursuant to an exemption from registration under Regulation S. 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.

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The fair value of the Debenture (Level 3) as of March 31, 2026 and December 31, 2025 was approximately $22.8 million. The Company recognized interest expense totaling $0.5 million related to this debt for the three months ended March 31, 2026 (inclusive of approximately $0.4 million of contractual interest, and approximately $0.1 million related to the amortization of the discount and issuance fees). The Company recognized interest expense totaling $0.5 million related to this debt for the three months ended March 31, 2025 (inclusive of approximately $0.4 million of contractual interest, and approximately $0.1 million related to the amortization of the discount and issuance fees). The effective interest rate of the Debenture is the same as the stated interest rate, 9.0%. The Company reviewed the provisions of the debt agreement to determine if the agreement included any embedded features and concluded that the change of control provisions within the debt agreement met the characteristics of a derivative and required bifurcation and separate accounting. The fair value of the identified derivative was determined to be de minimis at March 31, 2026 and December 31, 2025 as the probability of a change of control was negligible as of those dates. For each subsequent reporting period, the Company will evaluate each potential derivative feature to conclude whether or not they qualify for derivative accounting. Any derivatives identified will be recorded at the applicable fair value as of the end of each reporting period.

14. Derivatives and Hedging Activities

On August 2, 2023, CORE Alaska, a subsidiary of the Company, pursuant to an ISDA Master Agreement entered into with ING Capital Markets LLC (the “ING ISDA Master Agreement”) and an ISDA Master Agreement entered into with Macquarie Bank Limited (the “Macquarie ISDA Master Agreement”), in accordance with its obligations under the Credit Agreement, entered into a series of hedging agreements with ING Capital LLC and Macquarie Bank Limited for the sale of an aggregate of 124,600 ounces of gold at a weighted average price of $2,025 per ounce. The hedge agreements, as amended, have delivery obligations beginning in July 2024 and ending in June 2027, and represent approximately 42% of the Company’s interest in the projected production from the Manh Choh mine over the current anticipated life of the mine. As of 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:


Period	Commodity	Volume		Weighted Average Price ($/oz)
2026	Gold		7,000	$	2,025
2027	Gold		15,000	$	1,933
			22,000	$	1,962

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									As of December 31, 2025
Derivatives not designated as hedging instruments	Balance Sheet Location	Gross Recognized Assets / Liabilities			Gross Amounts Offset			Net Recognized Assets / Liabilities			Gross Recognized Assets / Liabilities			Gross Amounts Offset		Net Recognized Assets / Liabilities
Commodity Contracts	Derivative contract asset - current	$	769,400		$	(324,491	)	$	444,909		$	—		$	—	$	—
Commodity Contracts	Derivative contract liability - current	$	(58,576,154	)	$	324,491		$	(58,251,663	)	$	(66,465,622	)	$	—	$	(66,465,622	)
Commodity Contracts	Derivative contract liability - noncurrent	$	(13,946,223	)	$	—		$	(13,946,223	)	$	(37,191,718	)	$	—	$	(37,191,718	)

In addition to the settlement of gold hedges (Note 13 - Debt), as part of a price protection strategy to offset the hedge settlements, the Company paid $0.4 million to purchase 15,446 puts with a strike price of $4,000 per ounce. The schedule of the puts matches the periods of the hedge settlements. The March 31, 2026 puts were sold before their maturity for proceeds of $0.1 million.

As of March 31, 2026, the Company’s derivative instruments related to these agreements were in a net liability position with an aggregate fair value of $71,752,977. As of March 31, 2026, the Company has not posted any collateral related to these agreements. If

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

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

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


Derivatives Not Designated as Hedging Instruments under Subtopic 815-20	Location of Gain or (Loss) Recognized in Other Income (Expense)	Amount of Loss Recognized in Other Income (Expense)
		Three Months Ended March 31, 2026			Three Months Ended March 31, 2025

Commodity Contracts	Unrealized gain/(loss) on derivative contracts	$	31,904,363		$	(40,475,656	)
Commodity Contracts	Realized loss on derivative contracts	$	(50,930,745	)	$	—
Total		$	(19,026,382	)	$	(40,475,656	)

Credit-risk-related Contingent Features

Cross Default. The Company has agreements with each of its derivative counterparties that contain a provision that if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

Material adverse change. Certain of the Company's agreements with its derivative counterparties contain provisions where if a specified event or condition occurs that materially changes the Company's creditworthiness in an adverse manner, the Company may be required to fully collateralize its obligations under the derivative instrument.

Incorporation of loan covenants. The Company has an agreement with a derivative counterparty that incorporates the loan covenant provisions of the Company's indebtedness with a lender affiliate of the derivative counterparty. Failure to comply with the loan covenant provisions would result in the Company being in default on any derivative instrument obligations covered by the agreement.

Metal Sales

The Company purchases its 30% share of gold from Peak Gold JV at 1.75% discount to 5-day VWAP at time of shipment. On February 25, 2025, the Company commenced sale of all purchased quantities of gold to the derivative counterparties (the lenders under the Facility) at spot price less a 0.5% fee. The Company recorded a gain on metal sales for the three months ended March 31, 2026 and 2025 of approximately $0.7 million and $1.2 million, respectively, in “Other Income/(Expense)”. Prior to February 25, 2025, the Company’s sales to the derivative counterparties were limited to only the quantities of gold not delivered into the hedges.

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

Beginning on February 25, 2025, to satisfy physical delivery obligations under the existing hedge agreements, the Company entered into agreements with the counterparties to repurchase hedged quantities of gold at a contracted fixed price at each hedge delivery date. As of March 31, 2026 the Company did not have repurchase obligations.

15. Fair Value Measurement

The FASB ASC Topic 820, defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. FASB ASC Topic 820 provides a framework for measuring fair value, establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and requires consideration of the counterparty’s creditworthiness when valuing certain assets.

The three levels are defined as follows:

Level 1 – Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities.

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Level 2 – Other inputs that are observable directly or indirectly, such as quoted prices in markets that are not active or inputs, which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 – Unobservable inputs for which there are little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instrument’s complexity. The Company reflects transfers between the three levels at the beginning of the reporting period in which the availability of observable inputs no longer justifies classification in the original level. There were no transfers between fair value hierarchy levels for the period ended March 31, 2026.

Fair Value on a Recurring Basis

The Company performs fair value measurements on a recurring basis for the following:

Derivative Financial Instruments - Derivative financial instruments are carried at fair value and measured on a recurring basis. The Company's potential derivative financial instruments include features embedded within its convertible debenture with QRC (see Note 13). These measurements were not material to the Consolidated Financial Statements.

Commodity Hedges - As discussed in Note 14, the Company has entered into hedge agreements with delivery obligations of gold ounces. The Company utilizes derivative instruments in order to manage exposure to risks associated with fluctuating commodity prices. The derivative hedges are marked-to-market with changes in estimated value driven by forward commodity prices.

Marketable Securities - The Company owns an investment in a publicly traded company, Onyx Gold Corp. ("Onyx"). Changes in the fair value of this investment are recorded through income using quoted prices obtained from securities exchanges.

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. The fair value of the share-based portion of the contingent consideration is measured on a recurring basis, and is driven by the probability of reaching the milestone payment thresholds. The cash portion of the contingent consideration related to that asset acquisition will be recorded when the contingency is resolved.

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


As of March 31, 2026	Level 1		Level 2		Level 3
Financial Assets
Derivative contract asset - current	$	—	$	444,909	$	—
Marketable securities - noncurrent	$	3,701,784	$	—	$	—

Financial Liabilities
Derivative contract liability - current	$	—	$	58,251,663	$	—
Derivative contract liability - noncurrent	$	—	$	13,946,223	$	—
Contingent consideration liability - noncurrent	$	—	$	—	$	2,835,752

As of December 31, 2025
Financial Assets
Marketable securities - noncurrent	$	4,436,013	$	—	$	—

Financial Liabilities
Derivative Liability - current	$	—	$	66,465,622	$	—
Derivative Liability - noncurrent	$	—	$	37,191,718	$	—
Contingent consideration liability - noncurrent	$	—	$	—	$	2,757,952

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Fair Value on a Nonrecurring Basis

The Company applies the provisions of the fair value measurement standard on a non-recurring basis to its non-financial assets and liabilities, including mineral properties, business combinations, and asset retirement obligations. These assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments if events or changes in certain circumstances indicate that adjustments may be necessary.

16. Acquisition

Dolly Varden Acquisition

On December 7, 2025, Contango and Dolly Varden Silver Corporation ("Dolly Varden") entered into an Arrangement Agreement (the "Arrangement Agreement") which was subsequently amended on February 11, 2026. Pursuant to the Arrangement Agreement, Contango agreed to acquire all of the issued and outstanding common shares of Dolly Varden in exchange for Contango common shares at an Exchange Ratio of 0.1652 Contango shares for each Dolly Varden share (the "Arrangement").

Dolly Varden was amalgamated under the Business Corporations Act (British Columbia) on January 30, 2012. Dolly Varden is a mineral exploration company focused on the acquisition and exploration of mineral properties in Canada.

Dolly Varden’s primary asset is its 100%‑owned Kitsault Valley project (the “Kitsault Valley Project”), which includes the Dolly Varden property and the Homestake Ridge property, located in the Golden Triangle of British Columbia, Canada, approximately 25 kilometers by road to tidewater. The 163‑square‑kilometer Kitsault Valley Project hosts high‑grade silver and gold resources and includes the past‑producing Dolly Varden and Torbrit silver mines.

In addition to the Kitsault Valley Project, Dolly Varden has consolidated a land package of six additional exploration properties in the same region. These properties have historically been explored for gold, copper, silver, lead and zinc. Including the Kitsault Valley Project and these additional properties, Dolly Varden holds mineral tenures totaling approximately 100,000 hectares within the region.

Immediately prior to the closing of the Arrangement, all outstanding restricted share units of Dolly Varden vested and were settled for Dolly Varden Shares. All outstanding Dolly Varden Options were exchanged for Contango stock options, adjusted to reflect the Exchange Ratio.

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

On March 17, 2026, the shareholders of Dolly Varden and Contango voted to approve the acquisition, which was subsequently approved by Supreme Court of British Columbia on March 23, 2026. The acquisition was completed on March 26, 2026, following the satisfaction of all remaining legal and regulatory requirements.

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

Contango evaluated the Arrangement Agreement under ASC 805, Business Combinations. ASC 805 requires that an acquirer determine whether it has acquired a business. If Contango obtained control over a business, the transaction would be accounted pursuant to the acquisition method of accounting and, as such, identifiable assets acquired and liabilities assumed would generally be recorded at fair value on the acquisition date and could result in recognition of goodwill or a bargain purchase gain. In evaluating the criteria outlined by this standard, Contango concluded that the acquired set of assets did not meet the U.S. GAAP definition of a business. Therefore, Contango accounted for the Arrangement as an asset acquisition. An acquisition accounted as an asset acquisition requires an acquiring entity to allocate the cost of an asset acquisition to the assets acquired and liabilities assumed generally based on their relative fair values. Goodwill is not recognized in an asset acquisition. Transaction costs and fees incurred by Contango are capitalized as part of the cost of the acquisition.

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


	March 26, 2026
Consideration:
Fair value of shares of common stock issued, calculated as 13,686,278 shares of common stock issued at a fair value of $16.69/share	$	228,423,981
Fair value of exchangeable shares issued, calculated as 1,597,301 exchangeable shares of common stock issued at a fair value of $16.69/share		26,658,954
Fair value of replacement options granted allocated to consideration		2,138,173
Transaction costs		7,171,738
	$	264,392,846

Allocation to net assets acquired:
Cash and cash equivalents	$	36,022,607
Prepaid expenses and other		2,148,317
Property & equipment, net		287,604,413

Accrued liabilities		(334,458	)
Liability on flow-through share issuances		(4,989,580	)
Deferred income tax liability		(56,058,453	)
Investment balance at March 31, 2026	$	264,392,846

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

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

17. 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.


	Three Months Ended March 31,		Three Months Ended March 31,
	2026		2025
General and administrative expenses:
Marketing and investor relations	$	174,683	$	110,303
Office and administrative costs		221,886		149,141
Insurance		241,300		268,131
Professional fees		892,594		507,787
Regulatory fees		222,753		89,930
Salaries and benefits		876,234		578,430
Stock-based compensation		978,063		532,621
Travel		121,326		26,723
Director fees		135,000		185,000
Total	$	3,863,839	$	2,448,066

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18. Segments

The Company engages in exploration and development for gold and silver ore and associated minerals in Alaska and British Columbia. The Company also holds a 30% membership interest in Peak Gold JV which achieved production in 2024. The reportable segments are those operations whose operating results are reviewed by the chief operating decision maker ("CODM") to make decisions about resources to be allocated. The Company's CODM is the President and Chief Executive Officer and is responsible for the management of the Company. An operating segment is a component of an entity that engages in business activities, operating results are "regularly" reviewed by the CODM to make resource allocation decisions and assess performance and for which discrete financial information is available. Inter-segment transactions are recorded at amounts that reflect normal third-party terms and conditions, with inter-segment profits eliminated from the cost base of the segment incurring the charge. The Company has identified two operating and reportable segments: (i) Peak Gold, JV and (ii) Exploration. The Company's general corporate administration are included within "Corporate and other reconciling items" to reconcile the reportable segments to the consolidated financial statements. The Company's CODM reviews the quarterly results of the Company's exploration projects based on the expenditures associated with the exploration in the regions where the Company's mineral claims are located. The Peak Gold JV, engages in business activities from which the Company recognizes operating income or loss. The CODM uses quarterly financial information (income from equity investment from Peak Gold JV) of the Peak Gold JV, in his evaluation of the performance of the Peak Gold JV and can make decisions regarding resource allocations within the Company. Segment information is prepared on the same basis that the CODM manages our segments, evaluates financial results, and makes key operating decisions. The CODM considers budget to actual and forecast to actual comparison of exploration expenditures and income from equity investment of Peak Gold JV on quarterly basis when making decisions about the allocation of operating and capital resources to each segment.



Three Months Ended March 31, 2026	Exploration			Peak Gold JV		Corporate and other reconciling items		Consolidated
EXPENSES:
Claim rental	$	(128,261	)	$	—	$	—	$	(128,261	)
Exploration
Johnson Tract	$	(866,359	)	$	—	$	—	$	(866,359	)
Lucky Shot	$	(2,933,315	)	$	—	$	—	$	(2,933,315	)
General exploration	$	(35,142	)	$	—	$	—	$	(35,142	)
Total exploration	$	(3,834,816	)	$	—	$	—	$	(3,834,816	)
Depreciation	$	(36,943

Contango Silver & Gold Inc. 10-Q