UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 2301, 2026

Contango Silver & Gold Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-35770	27-3431051
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

516 2nd Avenue Suite 401
Fairbanks, Alaska		99701
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (907) 388-7770

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On ~~June~~July 261, 2026, ~~Contango~~CORE ~~Silver~~Alaska, &LLC ~~Gold Inc.~~ (the “~~Company~~Borrower”), ~~entered~~an ~~into~~indirect awholly-owned ~~First~~subsidiary ~~Amendment~~of toContango ~~Membership~~Silver ~~Interest~~& ~~Purchase~~Gold ~~and~~Inc. ~~Sale Agreement~~ (the “~~MIPA Amendment~~Company”), ~~with~~entered ~~CRH~~into ~~Funding~~Consent ~~II Pte~~No. ~~Ltd.,~~7 aand ~~Singapore~~Amendment ~~private~~No. ~~limited~~13 ~~corporation~~ (the “~~CRH~~Amendment”), ~~amending~~to that certain ~~Membership~~Credit ~~Interest Purchase~~ and ~~Sale~~Guarantee Agreement, dated as of ~~August~~May 2417, ~~2021~~2023 (~~the “Original MIPA” and,~~ as amended ~~by the MIPA Amendment~~, the “~~MIPA~~Credit Agreement”), by and ~~between~~among the ~~Company and CRH. Pursuant to the Original MIPA~~Borrower, ~~CRH sold to~~ the Company ~~100%~~and of the ~~issued~~other ~~and~~guarantors ~~outstanding~~party ~~membership interests in Alaska Gold Torrent~~thereto, ~~LLC,~~the anlenders ~~Alaska~~party ~~limited~~thereto ~~liability~~from ~~company~~time ~~that~~to ~~conducts~~time ~~mineral exploration and development and related activities at the mineral property near Willow, Alaska~~ (the “~~Lucky Shot Project~~Lenders”)., InING ~~addition~~Capital toLLC, ~~the~~as ~~consideration~~administrative ~~paid~~agent, atand ~~the~~Macquarie ~~closing~~Bank ~~of the transaction~~Limited, ~~the~~as ~~Company~~collateral ~~agreed~~agent tofor ~~pay CRH additional consideration (~~the ~~“Milestone~~secured ~~Payments”) if production on the Company’s Lucky Shot Project met certain exploration and/or production thresholds~~parties.

~~Pursuant~~The toAmendment, ~~the~~among ~~MIPA~~other ~~Amendment~~things, inprovides ~~full~~for: ~~satisfaction~~(i) the termination of the ~~Milestone~~remaining ~~Payments,~~required ~~the~~hedge ~~Company~~agreements ~~agreed~~corresponding to ~~pay~~scheduled ~~CRH~~delivery ~~(i)~~dates $5of 10,000 ounces of gold on March 31, 2027 and 5,000 inounces ~~cash~~of gold on June 30, 2027 (collectively, the “Hedge Terminations”) and Lender consent to the Hedge Terminations; (ii) ~~100,000~~the ~~newly~~entry ~~issued~~by ~~shares~~the ofBorrower into put option contracts with the ~~Company’s~~hedge ~~common~~providers ~~stock~~corresponding to scheduled delivery dates of 5,250 ~~par~~ounces ~~value~~of ~~$0.01~~gold ~~per~~on ~~share~~March 31, 2027 and 9,750 ounces of gold on June 30, 2027 (the “~~Common~~Options ~~Stock~~Contracts”).; ~~The~~(iii) ~~shares~~an increase of ~~Common~~approximately ~~Stock~~$33 ~~will~~million beof ~~issued~~principal amount to ~~CRH~~the ~~Mezzanine~~aggregate ~~Pte.~~amount ~~Ltd.~~of term loans under the Credit Agreement (the “Term Loans”), the ~~parent~~proceeds ~~company~~of which were used to effect the Hedge Terminations and ~~sole~~to ~~shareholder~~purchase the Options Contracts; and (iv) a reduction of ~~CRH,~~the byapplicable ~~July~~margin 6,under ~~2026~~the Credit Agreement from 5.00% to 3.63% per annum.

The ~~foregoing~~Term ~~description~~Loans ofare ~~the~~scheduled ~~MIPA Amendment does not purport~~ to be ~~complete~~repaid ~~and~~as isfollows: ~~qualified~~(i) in$1 ~~its~~million ~~entirety~~on bySeptember ~~reference~~30, to2026; ~~the~~(ii) ~~full~~$1 ~~text~~million ofon ~~the~~December ~~MIPA Amendment~~31, a2026; ~~copy~~(iii) ofapproximately ~~which~~$15.5 ismillion ~~attached~~on ~~hereto~~March as31, ~~Exhibit~~2027; 10and (iv) approximately $28.18 ~~and~~million ~~incorporated~~on ~~herein~~June by30, ~~reference~~2027.

The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants and agreements contained in the Amendment, and is subject to and qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 7.01 Regulation FD Disclosure.

On ~~June~~July 236, 2026, the Company issued a press release ~~providing~~announcing ~~updates~~that onit ~~its~~had ~~2026~~amended ~~programs~~its ~~across~~credit ~~the~~facility ~~Company’s~~with ~~portfolio,~~its ~~including~~existing ~~its~~lenders ~~Lucky~~to ~~Shot,~~convert ~~Johnson~~its ~~Tract,~~remaining ~~and~~gold ~~Kitsault~~hedge ~~Valley~~contracts ~~projects~~into debt. A copy of ~~that~~the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

OnThe ~~June~~information ~~29,~~included ~~2026,~~herein ~~the~~and ~~Company~~in ~~issued~~Exhibit a99.1 ~~press~~shall ~~release~~not ~~announcing~~be ~~its~~deemed ~~entry~~“filed” ~~into~~for ~~the~~purposes ~~MIPA~~of ~~Amendment~~Section ~~and~~18 of the ~~receipt~~Securities ofExchange aAct ~~cash~~of ~~distribution~~1934, ~~from~~as amended (the ~~Peak~~“Exchange ~~Gold~~Act”), JVor ~~related~~otherwise subject to ~~production~~the ~~from~~liabilities ~~its~~of ~~Manh~~that ~~Choh~~section, ~~mine.~~nor Ashall ~~copy~~it ofbe ~~that~~deemed ~~press~~incorporated ~~release~~by isreference ~~furnished~~in asany ~~Exhibit~~filing ~~99.2~~under tothe Securities ~~this~~Act ~~Current~~of ~~Report~~1933, onas ~~Form~~amended, ~~8-K~~or the Exchange Act.

~~The~~Cautionary ~~information~~Note inRegarding ~~this~~Forward-Looking Item 7.01 (including Exhibit 99.1 and Exhibit 99.2) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.Statements

Many of the statements included or incorporated in this Current Report on Form 8-K and the furnished exhibit constitute “forward-looking statements.” In particular, they include statements relating to future actions, strategies, future operating and financial performance, ability to realize the anticipated benefits of various transactions and the Company’s future financial results. These forward-looking statements are based on current expectations and projections about future events. Readers are cautioned that forward-looking statements are not guarantees of future operating and financial performance or results and involve substantial risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of the Company may differ materially from that expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, factors described from time to time in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
10.1	~~First~~Consent No. 7 and Amendment toNo. ~~Membership~~13 ~~Interest~~to ~~Purchase~~Credit and ~~Sale~~Guarantee Agreement, dated ~~June~~as 26of July 1, 2026, among CORE Alaska, LLC, Contango Silver & Gold Inc., the other Guarantors party thereto, and ING Capital LLC, as administrative agent.
99.1	Press ~~release~~Release of the Company, dated ~~June~~July 236, 2026.
99.2	Press release dated June 29, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).


104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CONTANGO SILVER & GOLD INC.
Date:	~~June~~July 298, 2026	By:	~~/s/~~ Mike Clark
			Chief Financial Officer

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