Contango Silver & Gold Inc. (CTGO) Business

Item 1. BUSINESS

Overview

Contango ORE, Inc. (“CORE” or the “Company”) was formed on September 1, 2010 as a Delaware corporation for the purpose of engaging in the exploration for and development of gold ore and associated minerals in the State of Alaska. On January 8, 2015, CORE Alaska, LLC, a wholly-owned subsidiary of the Company (“CORE Alaska”), and a subsidiary of Royal Gold, Inc. (“Royal Gold”) formed Peak Gold, LLC (the “Peak Gold JV”). On September 30, 2020, CORE Alaska sold a 30% membership interest in the Peak Gold JV to 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. The sale is referred to herein as the “CORE Transactions”.

Concurrently with the CORE Transactions, KG Mining, in a separate transaction, acquired 100% of the equity of Royal Alaska, LLC from Royal Gold, which held Royal Gold’s 40% membership interest in the Peak Gold JV (the “Royal Gold Transactions” and, together with the CORE Transactions, the “Kinross Transactions”). After the consummation of the Kinross Transactions, CORE Alaska retained a 30% membership interest in the Peak Gold JV. KG Mining now holds a 70% membership interest in the Peak Gold JV and KG Mining serves as the manager of the Peak Gold JV, which operates the Manh Choh (as defined below) mines.

The Company conducts its business through the below primary means:

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its 30% membership interest in Peak Gold JV, which leases approximately 675,000 acres from the Tetlin Tribal Council and holds approximately 13,000 additional acres of State of Alaska mining claims (such combined acreage, the “Peak Gold JV Property”) for exploration and development, including in connection with the Peak Gold JV’s production from the Main and North Manh Choh deposits within the Peak Gold JV Property (“Manh Choh” or the “Manh Choh Project”);

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its wholly-owned subsidiary, Contango Mining Canada Inc., a corporation organized under the laws of British Columbia (“Contango Mining Canada”), which holds the Company’s 100% equity interest in HighGold Mining Inc., a corporation existing under the laws of the Province of British Columbia (“HighGold”). HighGold holds the Company’s 100% equity interest in JT Mining, Inc., which leases for exploration the mineral rights to approximately 21,000 acres (“Johnson Tract” or the “Johnson Tract Project”), located near tidewater, 125 miles southwest of Anchorage, Alaska, from Cook Inlet Region, Inc. (“CIRI”), one of 12 land-based Alaska Native regional corporations created by the Alaska Native Claims Settlement Act of 1971;

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its wholly-owned subsidiary, Contango Lucky Shot Alaska, LLC ("LSA") (formerly Alaska Gold Torrent, LLC), an Alaska limited liability company, which leases for exploration the mineral rights to approximately 8,600 acres of State of Alaska and patented mining claims ("Lucky Shot" or the "Lucky Shot Property"), located in the Willow Mining District about 75 miles north of Anchorage, Alaska, from Alaska Hard Rock, Inc.;

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its wholly-owned subsidiary, Contango Minerals Alaska, LLC (“Contango Minerals”), which separately controls the mineral rights to approximately 145,330 acres of State of Alaska mining claims for exploration, including (i) approximately 69,780 acres located immediately northwest of the Peak Gold JV Property (the “Eagle/Hona Property”), (ii) approximately 14,850 acres located northeast of the Peak Gold JV Property (the “Triple Z Property”), (iii) approximately 52,700 acres of new property in the Richardson district of Alaska (the “Shamrock Property”) and (iv) approximately 8,000 acres located to the north and east of the Lucky Shot Property (the “Willow Property” and, together with the Eagle/Hona Property, the Triple Z Property, and the Shamrock Property, collectively the “Minerals Property”); and

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its wholly-owned subsidiary, Avidian Gold Alaska Inc., an Alaskan corporation (“Avidian Alaska”), which separately controls the mineral rights to approximately 15,260 acres of State of Alaska mining claims and upland mining leases for exploration, including (i) approximately 1,030 acres (the "Amanita NE Property") located in the Fairbanks Mining District approximately three miles east of the Fort Knox Gold Mine and 20 miles north of Fairbanks, Alaska, and (ii) approximately 10,850 acres (the "Golden Zone Property") located in the Valdez Creek Mining District on the eastern edge of the Alaska Range, located, approximately 150 miles southwest of Fairbanks, Alaska, along the George Parks Highway; and (iii) which leases for exploration the mineral rights to approximately 3,380 acres of State of Alaska mining claims, leasehold locations and an upland mining lease, located in the Fairbanks Mining District approximately five miles southwest of the Fort Knox Gold Mine and about 10 miles north of Fairbanks, Alaska (the "Amanita Property" and together with the Amanita NE Property and the Golden Zone Property, collectively the "Avidian Properties").

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The Johnson Tract Project, Lucky Shot Property, Minerals Property and Avidian Properties are collectively referred to in this Annual Report on Form 10-K as the “Contango Properties”. For a more detailed description of our properties, including mineral reserves and resources, property locations, and exploration activities, see “Item 2. Properties” below.

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

2025 Developments

During fiscal 2025, the Manh Choh Project, operated through the Peak Gold JV in which the Company holds a 30% interest, continued commercial production. The Company received $102.0 million in cash distributions from the Peak Gold JV during fiscal 2025 related to production at Manh Choh. For additional information regarding the Manh Choh Project, see “Item 2. Properties – Manh Choh Project.”

On September 25, 2025, the Company completed an underwritten public offering of common stock and pre-funded warrants, receiving gross proceeds of approximately $50.0 million. For additional information regarding this offering, see “Note 7 – Stockholders’ Equity” to the consolidated financial statements included in Item 8 of this Form 10-K and “Liquidity and Capital Resources” in Item 7 of this Form 10-K.

On December 8, 2025, the Company entered into an arrangement agreement with Dolly Varden Silver Corporation to combine the two companies on a merger-of-equals basis pursuant to a statutory plan of arrangement. The transaction is expected to close in late March 2026. For additional information regarding the pending Dolly Varden transaction, see “Recent Developments” in Item 7 of this Form 10-K and “Note 12 – Commitments and Contingencies” to the consolidated financial statements included in Item 8 of this Form 10-K.

Strategy

Partnering with strategic industry participants to expand future exploration work and mining operations. As of October 1, 2020, in conjunction with the Kinross Transactions and the signing of the Amended and Restated Limited Liability Company Agreement of the Peak Gold JV (as amended, the "A&R JV LLCA:), KG Mining became the manager of the Peak Gold JV (the “Manager”). KG Mining may resign as Manager and can be removed as Manager for a material breach of the A&R JV LLCA, a material failure to perform its obligations as the Manager, a failure to conduct the Peak Gold JV operations in accordance with industry standards and applicable laws, and other limited circumstances. Except as expressly delegated to the Manager, the A&R JV LLCA provides that the JV Management Committee has exclusive authority to determine all management matters related to the Company. The JV Management Committee currently consists of one appointee designated by the Company and two appointees designated by KG Mining. The representatives designated by each member of the Peak Gold JV vote as a group, and in accordance with their respective membership interests in the Peak Gold JV. Except in the case of certain actions that require approval by unanimous vote of the representatives, the affirmative vote of a majority of the membership interests in the Peak Gold JV constitutes the action of the JV Management Committee.

Structuring incentives to drive behavior. The Company believes that equity ownership aligns the interests of the Company’s executives and directors with those of its stockholders. As of December 31, 2025, the Company’s directors and executives beneficially owned approximately 9.8% of the Company’s common stock.

Acquiring exploration properties. The Company anticipates from time to time acquiring additional properties for exploration, subject to the availability of funds. Acquiring additional properties will likely result in additional expense to the Company for minimum royalties, minimum rents and annual exploratory work requirements. The Company is open to strategic partnerships or alliances with other companies as a means to enhance its ability to fund new and existing exploration and development opportunities.

Employees

As of the date of this report, the Company has fifteen full-time employees. Rick Van Nieuwenhuyse, its President and Chief Executive Officer is responsible for the management of the Company. Brad Juneau serves as the Company’s Chairman. Mike Clark is the Chief Financial Officer and Secretary of the Company and is responsible for the financial and accounting affairs of the Company. The Company also uses the services of independent consultants and contractors to perform various professional services, including land acquisition, legal, environmental and tax services. The Peak Gold JV is managed by KG Mining and all permanent positions are filled with employees of Kinross subsidiaries seconded over to the Peak Gold JV. In addition, the Peak Gold JV utilizes the services of consultants and independent contractors to perform geological, exploration and drilling operation services and independent third-party engineering firms to evaluate any mineral resources identified.

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Corporate Offices

The Company currently leases office space at 516 2nd Avenue, Suite 401, Fairbanks, Alaska 99701 and 375 Water Street, Suite 405, Vancouver, BC V6B 5C6.

Available Information

You may read and copy all or any portion of this and past annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, on the Company's website at http://www.contangoore.com. Certain other information, including but not limited to the Company’s Corporate Governance Guidelines, the charters of key committees of the Company’s Board of Directors and its Code of Business Conduct and Ethics are also available on the Company’s website. In addition, filings made with the Securities and Exchange Commission ("SEC") electronically are publicly available through the SEC’s website at http://www.sec.gov.