Contango ORE, Inc.
For the period ended Dec 31, 2025. Filed Mar 16, 2026.
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FY2025 · Filed Mar 16, 2026
CTGO$15.21-8.1%Stored close · as of Nov 10, 2026
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
Financial Statements and Schedules:
The consolidated financial statements of the Company are set forth in pages 72 through 101 of this Form 10-K. The financial statements of the Peak Gold JV, are included as an exhibit to this Form 10-K. No other financial statement schedules have been filed since they are either not required, not applicable, or the information is otherwise included.
(b)
Exhibits:
The following is a list of exhibits filed as part of this Form 10-K. Where so indicated by a footnote, exhibits, which were previously filed, are incorporated herein by reference.
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber | Description | Filed Here Within | Form | File No. | Ex. | Filing Date |
| 2.1 | Arrangement Agreement, dated as of May 1, 2024, by and among the Company, Contango Mining Canada Inc., and HighGold Mining Inc. | 8-K | 001-35770 | 10.1 | 05/06/2024 | |
| 2.2 | Arrangement Agreement, dated as of December 7, 2025, by and among Contango ORE, Inc., 1566004 B.C. LTD. and Dolly Varden Silver Corporation | 8-K | 001-35770 | 2.1 | 12/11/2025 | |
| 3.1 | Certificate of Incorporation of Contango ORE, Inc. | 10/A2 | 000-54136 | 3.1 | 11/26/2010 | |
| 3.2 | Certificate of Amendment to Certificate of Incorporation of Contango ORE, Inc. | 8-K | 001-35770 | 3.1 | 12/17/2020 | |
| 3.3 | Bylaws of Contango ORE, Inc. | 10/A2 | 000-54136 | 3.2 | 11/26/2010 | |
| 3.4 | Amendment No. 1 to the Bylaws of Contango ORE, Inc. | 8-K | 001-35770 | 3.1 | 10/21/2021 | |
| 4.1 | Form of Certificate of Contango ORE, Inc. common stock. | 10-Q | 001-35770 | 4.1 | 11/14/2013 | |
| 4.2 | Form of Convertible Debenture | 8-K | 001-35770 | 4.1 | 04/09/2022 | |
| 4.3 | Form of Indenture | S-3 | 333-283285 | 4.5 | 11/15/2024 | |
| 4.4 | Description of Securities | X | ||||
| 10.1 | Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC, dated as of October 1, 2020, by and between CORE Alaska, LLC and Skip Sub, Inc. | 8-K | 001-35770 | 10.3 | 10/06/2020 | |
| 10.2 | Secured Promissory Note dated as of August 24, 2021, by the Company to the order of CRH Funding II Pte. Ltd. | 8-K | 001-35770 | 10.2 | 8/25/2021 | |
| 10.3 | Pledge Agreement dated as of August 24, 2021, by the Company in favor of CRH Funding II Pte. Ltd. | 8-K | 001-35770 | 10.3 | 8/25/2021 | |
| 10.4 | Form of Investor Rights Agreement. | 8-K | 001-35770 | 10.1 | 4/13/2022 | |
| 10.5 | Form of Restricted Stock Award Agreement.† | 8-K | 001-35770 | 10.4 | 12/17/2020 | |
| 10.6 | Form of Pre-Funded Warrant. | 8-K | 001-35770 | 4.1 | 9/26/2025 | |
| 10.7 | Credit and Guarantee Agreement, dated May 17, 2023, by and among the Borrower, the Guarantors, each of the lenders party hereto from time to time, the administrative agent and the collateral agent. | 8-K | 001-35770 | 10.1 | 5/19/2023 | |
| 10.8 | Amendment No. 1 to the Credit and Guarantee Agreement, dated July 17, 2023, by and among the Borrower, the Guarantors, each of the lenders party hereto from time to time, the administrative agent and the collateral agent. | 10-Q | 001-35770 | 10.2 | 11/14/2023 | |
| 10.9 | Amendment No. 2 to the Credit and Guarantee Agreement, dated August 15, 2023, by and among the Borrower, the Guarantors, each of the lenders party | 10-Q | 001-35770 | 10.6 | 11/14/2023 | |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber | Description | Filed Here Within | Form | File No. | Ex. | Filing Date |
| hereto from time to time, the administrative agent and the collateral agent. | ||||||
| 10.10 | Amendment No. 3 to the Credit and Guarantee Agreement, dated December 31, 2023, by and among the Borrower, the Guarantors, each of the lenders party hereto from time to time, the administrative agent and the collateral agent. | 10-KT | 001-35770 | 10.39 | 3/14/2024 | |
| 10.11 | Waiver No. 2 and Amendment No. 4 to Credit and Guarantee Agreement and Amendment No. 2 to Security Agreement, dated January 31, 2024, among Core Alaska, LLC, Contango Ore, Inc. Alaska Gold Torrent, LLC, Contango Minerals Alaska, LLC, ING Capital LLC and Macquarie Bank Limited. | 10-Q | 001-35770 | 10.1 | 5/14/2024 | |
| 10.12 | Amendment No. 5 to the Credit and Guarantee Agreement, dated February 16, 2024, by and among the Borrower, the Guarantors, each of the lenders party hereto from time to time, the administrative agent and the collateral agent. | 10-Q | 001-35770 | 10.2 | 5/14/2024 | |
| 10.13 | Waiver No. 5, Consent No. 1 and Amendment No. 6 to Credit and Guarantee Agreement, dated April 30, 2024, among Core Alaska, LLC, Contango Ore, Inc. Alaska Gold Torrent, LLC, Contango Minerals Alaska, LLC, ING Capital LLC and Macquarie Bank Limited. | 10-Q | 001-35770 | 10.1 | 8/13/2024 | |
| 10.14 | Consent No. 3 and Amendment No. 7 to Credit and Guarantee Agreement, among Core Alaska, LLC, Contango Ore, Inc. Alaska Gold Torrent, LLC, Contango Minerals Alaska, LLC, ING Capital LLC. | 10-Q | 001-35770 | 10.2 | 8/13/2024 | |
| 10.15 | Amendment No. 8 to Credit and Guarantee Agreement, dated July 30, 2024, among CORE Alaska, LLC, Contango Ore, Inc., Contango Lucky Shot Alaska, LLC, Contango Minerals Alaska, LLC, Contango Mining Canada, Inc. and ING Capital LLC. | 10-Q | 001-35770 | 10.1 | 11/14/2024 | |
| 10.16 | Amendment No. 9 to Credit and Guarantee Agreement, dated September 30, 2024, among CORE Alaska, LLC, Contango Ore, Inc., Contango Lucky Shot Alaska, LLC, Contango Minerals Alaska, LLC, Contango Mining Canada, Inc. and ING Capital LLC. | 10-Q | 001-35770 | 10.2 | 11/14/2024 | |
| 10.17 | Amendment No. 10 to Credit and Guarantee Agreement, dated October 31, 2024, among CORE Alaska, LLC, Contango Ore, Inc., Contango Lucky Shot Alaska, LLC, Contango Minerals Alaska, LLC, Contango Mining Canada, Inc. and ING Capital LLC. | 10-K | 001-35770 | 10.25 | 03/17/2025 | |
| 10.18 | Amendment No. 11 to Credit and Guarantee Agreement, dated February 17, 2025, among CORE Alaska, LLC, Contango Ore, Inc., Contango Lucky Shot Alaska, LLC, Contango Minerals Alaska, LLC, Contango Mining Canada, Inc. and ING Capital LLC. | 10-Q | 001-35770 | 10.1 | 05/14/2025 | |
| 10.19 | Amendment No. 12 to Credit and Guarantee Agreement, dated September 19, 2025, among CORE Alaska, LLC, Contango Ore, Inc., Contango Lucky Shot Alaska, LLC, Contango Minerals Alaska, LLC, Contango Mining Canada, Inc. and ING Capital LLC. | X | ||||
| 10.20 | ISDA Master Agreement, dated May 17, 2023, between ING and Core Alaska. | 8-K | 001-35770 | 10.1 | 8/08/2023 | |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber | Description | Filed Here Within | Form | File No. | Ex. | Filing Date |
| 10.21 | ISDA Master Agreement, dated May 17, 2023, between Macquarie and Core Alaska. | 8-K | 001-35770 | 10.2 | 8/08/2023 | |
| 10.22 | Controlled Equity OfferingSM Sales Agreement, dated June 8, 2023, by and between the Company and Cantor Fitzgerald & Co. | 8-K | 001-35770 | 1.1 | 6/09/2023 | |
| 10.23 | Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan.† | 8-K | 001-35770 | 10.1 | 11/16/2017 | |
| 10.24 | First Amendment to the Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan.† | 8-K | 001-35770 | 10.1 | 11/20/2019 | |
| 10.25 | 2023 Omnibus Incentive Plan.† | Sc. 14A | 001-35770 | A | 10/04/2023 | |
| 10.26 | Employment Agreement, dated July 11, 2023 between Michael Clark and the Company.† | 8-K | 001-35770 | 10.1 | 7/17/2023 | |
| 10.27 | Employment Agreement, dated September 16, 2024, between Rick Van Nieuwenhuyse and Contango Ore, Inc.† | 8-K | 001-35770 | 10.1 | 9/17/2024 | |
| 14.1 | Code of Ethics. | 10-K | 001-35770 | 14.1 | 9/11/2012 | |
| 14.2 | Corporate Code of Business Conduct and Ethics of Contango ORE, Inc. | 8-K | 001-35770 | 14.1 | 12/17/2020 | |
| 19.1 | Insider Trading Policy. | 10-K | 001-35770 | 19.1 | 3/17/2025 | |
| 21.1 | List of Subsidiaries. | X | ||||
| 23.1 | Consent of Baker Tilly US, LLP, Independent Registered Public Accounting Firm. | X | ||||
| 23.2 | Consent of Baker Tilly US, LLP, Independent Auditor for the Audited Financial Statements of Peak Gold, LLC as of December 31, 2025. | X | ||||
| 31.1 | Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14. | X | ||||
| 31.2 | Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14. | X | ||||
| 32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350. | X | ||||
| 32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350. | X | ||||
| 95.1 | Mine Safety Disclosures | X | ||||
| 96.1 | Technical Report Summary, dated May 12, 2023 on the Manh Choh Project | 8-K | 001-35770 | 96.1 | 6/02/2023 | |
| 96.2 | Technical Report Summary, dated May 26, 2023 on the Lucky Shot Project. | 8-K | 001-35770 | 96.1 | 6/16/2023 | |
| 96.3 | Technical Report Summary, effective May 12, 2025, as amended on January 12, 2026. | 8-K/A | 001-35770 | 96.1 | 1/13/2026 | |
| 96.4 | Policy Regarding the Mandatory Recovery of Compensation. | 10-K/A | 001-35770 | 97.1 | 4/14/2025 | |
| 99.1 | Original Schedule of Gold Properties (Excluding Tetlin Lease). | 10-K | 000-54136 | 99.1 | 9/19/2011 | |
| 99.2 | Original Schedule of REE Properties. | 10-K | 000-54136 | 99.2 | 9/19/2011 | |
| 99.3 | Schedule of Revised TOK Claims. | 10-Q | 001-35770 | 99.3 | 5/15/2023 | |
| 99.4 | Schedule of Bush Claims. | 10-Q | 001-35770 | 99.4 | 5/15/2023 | |
| 99.5 | Schedule of Revised Eagle Claims. | 10-Q | 001-35770 | 99.6 | 5/15/2023 | |
| 99.6 | Schedule of ADC 2 Claims. | 10-Q | 001-35770 | 99.7 | 5/15/2023 | |
| 99.7 | 2011 Report of Behre Dolbear & Company (USA). | 10-Q | 000-54136 | 99.3 | 2/06/2012 | |
| 99.8 | Schedule of Noah Claims. | 10-K | 001-35770 | 99.8 | 9/15/2017 | |
| 99.9 | Schedule of Shamrock Claims. | 10-K | 001-35770 | 99.9 | 8/31/2021 | |
| 99.10 | Audited Financial Statements of Peak Gold, LLC as of December 31, 2025. | X | ||||
| Incorporated by Reference | ||||||
| ExhibitNumber | Description | Filed Here Within | Form | File No. | Ex. | Filing Date |
| 101 | Financial statements from the Company’s annual report on Form 10-K for the period ended December 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Cash Flows; (iv) Consolidated Statements of Changes in Shareholders’ Equity; and (v) Notes to Consolidated Financial Statements. | X | ||||
| 104 | Cover Page Interactive Data File. | X | ||||
† Management contract or compensatory plan or agreement
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CONTANGO ORE, INC. | Date | Date | |
|---|---|---|---|
| /s/ RICK VAN NIEUWENHUYSE | March 16, 2026 | /s/ MIKE CLARK | March 16, 2026 |
| Rick Van Nieuwenhuyse President, Chief Executive Officer, and Director(Principal Executive Officer) | Mike ClarkChief Financial Officer and Secretary(Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Title | Date |
|---|---|---|
| /s/ RICK VAN NIEUWENHUYSE | President, Chief Executive Officer | March 16, 2026 |
| RICK VAN NIEUWENHUYSE | (Principal Executive Officer) | |
| /s/ MIKE CLARK | Chief Financial Officer | March 16, 2026 |
| MIKE CLARK | and Secretary | |
| (Principal Financial and Accounting Officer) | ||
| /s/ BRAD JUNEAU | Chairman and Director | March 16, 2026 |
| BRAD JUNEAU | ||
| /s/ MIKE CINNAMOND | Director | March 16, 2026 |
| MIKE CINNAMOND | ||
| /s/ CLYNT NAUMAN | Director | March 16, 2026 |
| CLYNT NAUMAN | ||
| /s/ RICHARD SHORTZ | Director | March 16, 2026 |
| RICHARD SHORTZ | ||
| /s/ DARWIN GREEN | Director | March 16, 2026 |
| DARWIN GREEN | ||
INDEX TO FINANCIAL STATEMENTS
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm (Baker Tilly US, LLP, Houston, Texas, PCAOB ID: 23) | 70 |
| Consolidated Balance Sheets | 71 |
| Consolidated Statements of Operations | 72 |
| Consolidated Statements of Cash Flows | 73 |
| Consolidated Statements of Stockholders’ Equity (Deficit) | 74 |
| Notes to Consolidated Financial Statements | 75 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.