10-K/A
Contango Silver & Gold Inc. (CTGO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|---|
| For fiscal year ended December 31, 2024 |
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
Commission file number 001-35770
CONTANGO ORE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 27-3431051 |
|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization)<br><br>516 2nd Avenue, Suite 401<br>Fairbanks, Alaska <br>(Address of principal executive offices) | (IRS Employer<br><br>Identification No.)<br><br><br><br>99701<br><br>(Zip Code) |
(907) 888-4273
(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, $0.01 par value | CTGO | NYSE American |
| Securities registered pursuant to Section 12(g) of the Act:<br><br>None |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 30, 2024, the aggregate market value of the registrant’s common stock held by non-affiliates (based upon the closing sale price of such common stock as reported on the NYSE American) was $187,267,252. As of March 14, 2025, there were12,248,487 shares of the registrant’s common stock outstanding.
Documents Incorporated by Reference
The information required by Items 10, 11, 12, 13 and 14 of Part III has been omitted from this report and is incorporated by reference from the registrant's proxy statement or will be included in an amendment to this Annual Report on Form 10-K, to be filed not later than 120 days after the close of its fiscal year.
EXPLANATORY NOTE
Contango ORE, Inc. (“CORE” or the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Original Filing”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 17, 2025 (the “Original Filing Date”). The sole purpose of this Amendment is to supplement the Exhibits contained in Item 15(a)(3) of Part IV of the Original Filing to include our Policy Regarding the Mandatory Recovery of Compensation as Exhibit 97.1, which was inadvertently omitted in the Original Filing.
This Amendment is an exhibit-only filing. Except as described above, no changes have been made to the Original Filing and this Amendment does not modify, amend, or update in any way any of the financial or other information contained in the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the Original Filing Date. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.
Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), currently dated certifications are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act under Item 15 of Part IV hereof. Because no financial statements have been included in this Amendment and this Amendment does not contain any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.
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CONTANGO ORE, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE PERIOD ENDED DECEMBER 31, 2024
TABLE OF CONTENTS
| Page | ||
|---|---|---|
| Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 3 |
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PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
- (b)
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.
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| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit<br>Number | Description | Filed Here Within | Form | File No. | Ex. | Filing Date |
| 31.2 | Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14. | 10-K | 001-35770 | 31.2 | 3/17/2025 | |
| 31.3 | Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14. | X | ||||
| 31.4 | 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. | 10-K | 001-35770 | 32.1 | 3/17/2025 | |
| 32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350. | 10-K | 001-35770 | 32.2 | 3/17/2025 | |
| 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 | |
| 97.1 | Policy Regarding the Mandatory Recovery of Compensation. | X | ||||
| 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 | Voting Agreement, dated as September 29, 2014, between Royal Gold, Inc. and the stockholders thereto. | 8-K | 001-35770 | 99.2 | 10/02/2014 | |
| 99.11 | Audited Financial Statements of Peak Gold, LLC as of December 31, 2024. | 10-K | 001-35770 | 99.11 | 3/17/2025 | |
| 101 | Financial statements from the Company’s annual report on Form 10-K for the period ended December 31, 2024, 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. | 10-K | 001-35770 | 101 | 3/17/2025 | |
| 104 | Cover Page Interactive Data File. | X |
† Management contract or compensatory plan or agreement
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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.
| Date | |
|---|---|
| /s/ MIKE CLARK | April 14, 2025 |
| Mike Clark<br><br>Chief Financial Officer and Secretary<br><br>(Principal Financial and Accounting Officer) |
EX-31.3
EXHIBIT 31.3
CONTANGO ORE, INC.
Certification Required by Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934
| I, Rick Van Nieuwenhuyse, President, Chief Executive Officer, and Director of Contango ORE, Inc.(the “Company”), certify that: | |
|---|---|
| 1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of the Company; and |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: April 14, 2025
| /s/ RICK VAN NIEUWENHUYSE |
|---|
| Rick Van Nieuwenhuyse |
| President, Chief Executive Officer, and Director |
EX-31.4
EXHIBIT 31.4
CONTANGO ORE, INC.
Certification Required by Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934
| I, Mike Clark, Chief Financial Officer of Contango ORE, Inc. (the “Company”), certify that: | |
|---|---|
| 1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of the Company; and |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: April 14, 2025
| /s/ MIKE CLARK |
|---|
| Mike Clark |
| Chief Financial Officer |
EX-97.1
EXHIBIT 97.1
CONTANGO ORE, INC. POLICY REGARDING THE MANDATORY RECOVERY OF COMPENSATION (Effective December 1, 2023, Revised as of December 3, 2024)
Applicability. This Policy Regarding the Mandatory Recovery of Compensation (this “Policy”) applies to any Incentive Compensation paid to Contango Ore, Inc’s (the “Company”) Executive Officers. This Policy is intended to comply with and be interpreted in accordance with the requirements of Section 811 (“Section 811”) of the New York Stock Exchange American LLC (“NYSE”) Company Guide. The provisions of Section 811 shall prevail in the event of any conflict between the text of this Policy and such section. Certain capitalized terms are defined in Section IV hereof.
Recovery.
Triggering Event. Except as provided herein and subject to Section II(B) below, in the event that the Company is required to prepare a Financial Restatement, the Company shall recover any Recoverable Amount of any Incentive Compensation received by a current or former Executive Officer during the Look-Back Period. The Recoverable Amount shall be repaid to the Company within a reasonably prompt time after the current or former Executive Officer is notified in writing of the Recoverable Amount as set forth in Section II(D) below, accompanied by a reasonably detailed computation thereof. For the sake of clarity, the recovery rule in this Section II(A) shall apply regardless of any misconduct, fault, or illegal activity of the Company, any Executive Officer, or the Company’s Board of Directors (the “Board”) or any committee thereof.
Compensation Subject to Recovery.
Incentive Compensation subject to mandatory recovery under Section II(A) includes any Incentive Compensation received by an Executive Officer:
After beginning service as an Executive Officer;
Who served as an Executive Officer at any time during the performance period for that Incentive Compensation;
While the Company has a class of securities listed on a national securities exchange or a national securities association; and
During the Look-Back Period.
This Section II(B) will only apply to Incentive Compensation received in any fiscal period ending on or after the effective date of Section 811.
Recoupment. The Compensation Committee of the Board (the “Compensation Committee”) shall determine, at its sole discretion, the method for recouping Incentive Compensation, which may include:
Requiring reimbursement of Incentive Compensation previously paid;
Seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards;
Deducting the amount to be recouped from any compensation otherwise owed by the Company to the Executive Officer; and/or
Taking any other remedial and recovery action permitted by law, as determined by the Compensation Committee.
Recoverable Amount.
The Recoverable Amount is equal to the amount of Incentive Compensation received in excess of the amount of Incentive Compensation that would have been received had it been determined based on the restated amounts in the Financial Restatement, without regard to taxes paid by the Company or the Executive Officer.
In the event the Incentive Compensation is based on a measurement that is not subject to mathematical recalculation, the Recoverable Amount shall be based on a reasonable estimate of the effect of the Financial Restatement, as determined by the Compensation Committee, which shall be set forth in writing and provided to NYSE. For example, in the case of Incentive Compensation based on stock price or total shareholder return, the Recoverable Amount shall be based on a reasonable estimate of the effect of the Financial Restatement on the stock price or total shareholder return.
Exceptions to Applicability. The Company must recover the Recoverable Amount of Incentive Compensation as stated above in Section II(A), unless the Compensation Committee, or in the absence of such committee, a majority of the independent directors serving on the Board, makes a determination that recovery would be impracticable, and at least one of the following applies:
The direct expense paid to a third party to assist in enforcing recovery would exceed the Recoverable Amount, and a reasonable attempt to recover the Recoverable Amount has already been made and documented, with such documentation being provided to the NYSE;
Recovery of the Recoverable Amount would violate home country law (provided such law was adopted prior to November 28, 2022, an opinion of counsel in such country (acceptable to the NYSE) is obtained stating that recoupment would result in such violation, and such opinion is provided to the NYSE); or
Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company and its subsidiaries, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
Miscellaneous.
The Board or Compensation Committee may require that any incentive plan, employment agreement, equity award agreement, or similar agreement entered into on or after the date hereof shall, as a condition to the grant of any benefit thereunder, require an Executive Officer to agree to abide by the terms of this Policy, including the repayment of the Recoverable Amount of erroneously awarded Incentive Compensation.
The Company shall not indemnify any Executive Officer or other individual against the loss of any incorrectly awarded or otherwise recouped Incentive Compensation.
The Company shall comply with applicable compensation recovery policy disclosure rules of the Securities and Exchange Commission (the “Commission”).
Definitions.
Incentive Compensation. “Incentive Compensation” means any compensation that is granted, earned, or vests based wholly or in part upon the attainment of a Financial Reporting Measure, but does not include awards that are earned or vest based solely on the continued provision of services for a period of time.
Financial Reporting Measure. “Financial Reporting Measure” means any reporting measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are considered to be Financial Reporting Measures for purposes of this Policy. A financial reporting measure need not be presented within the financial statements or included in a filing with the Commission.
Financial Restatement. A “Financial Restatement” means any accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under applicable securities laws, including any required accounting restatement to correct an error in previously issued financial statements that (i) is material to the previously issued financial statements (commonly referred to as a “Big R” restatement), or (ii) is not material to previously issued financial statements, but would result in a material misstatement if the error were left uncorrected in the current period or the error correction were recognized in the current period (commonly referred to as a “little r” restatement). For purposes of this Policy, the date of a Financial Restatement will be deemed to be the earlier of (i) the date the Board, a committee of the Board, or officers authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement, and (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an accounting restatement.
Executive Officer. “Executive Officer” shall mean the Company’s Chief Executive Officer, President, Chief Financial Officer, or principal accounting officer (or, if there is no such accounting officer, the Controller), any vice-president of the Company in charge of a principal business unit, division or function (such as sales, administration or finance), and any other officer or person who performs a significant policy-making function for the Company, whether such person is employed by the Company or a subsidiary thereof. For the sake of clarity, “Executive Officer” includes at a minimum executive officers identified by the Board pursuant to 17 CFR 229.401(b).
Look-Back Period. The “Look-Back Period” means the three completed fiscal years immediately preceding the date of a Financial Restatement and any transition period as set forth in Section 811.
Received. Incentive Compensation is deemed “received” in the fiscal period that the Financial Reporting Measure specified in the applicable Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.