Contango Silver & Gold Inc 10-K/A, filed Apr 14, 2025
Contango Silver & Gold Inc. (CTGO)
About this 10-K/A
Contango Silver & Gold Inc filed this 10-K/A on April 14, 2025, covering the fiscal year ended December 31, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For fiscal year ended |
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Commission file number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Trading symbol(s) |
Name of each exchange on which registered |
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Securities registered pursuant to Section 12(g) of the Act: None |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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 ☐
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.
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).
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 |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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
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 $
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
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
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3 |
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PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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 |
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Exhibit |
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Description |
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Filed Here Within |
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Form |
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File No. |
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Ex. |
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Filing Date |
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2.1 |
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8-K |
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001-35770 |
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2.1 |
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10/06/2020 |
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2.2 |
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8-K |
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001-35770 |
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10.1 |
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05/06/2024 |
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3.1 |
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10/A2 |
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000-54136 |
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3.1 |
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11/26/2010 |
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3.2 |
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Certificate of Amendment to Certificate of Incorporation of Contango ORE, Inc. |
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8-K |
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001-35770 |
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3.1 |
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12/17/2020 |
3.3 |
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10/A2 |
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000-54136 |
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3.2 |
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11/26/2010 |
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3.4 |
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8-K |
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001-35770 |
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3.1 |
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10/21/2021 |
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4.1 |
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10-Q |
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001-35770 |
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4.1 |
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11/14/2013 |
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4.2 |
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8-K |
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001-35770 |
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4.1 |
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04/09/2022 |
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4.3 |
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S-3 |
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333-283285 |
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4.5 |
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11/15/2024 |
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4.4 |
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Form of Registration Rights Agreement dated as of December 23, 2022. |
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8-K |
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001-35770 |
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4.1 |
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12/23/2022 |
4.5 |
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Form of Registration Rights Agreement dated as of January 19, 2023. |
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8-K |
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001-35770 |
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4.1 |
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01/19/2023 |
4.6 |
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10-K |
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001-35770 |
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4.12 |
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08/31/2022 |
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10.1 |
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10/A2 |
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000-54136 |
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10.4 |
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11/26/2010 |
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10.2 |
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8-K |
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001-35770 |
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10.1 |
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10/06/2020 |
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10.3 |
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8-K |
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001-35770 |
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10.2 |
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10/06/2020 |
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10.4 |
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Master Agreement, by and between Contango ORE, Inc. and Royal Gold, Inc.. dated September 29, 2014. |
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8-K |
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001-35770 |
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10.1 |
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10/02/2014 |
10.5 |
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8-K |
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001-35770 |
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10.3 |
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10/06/2020 |
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10.6 |
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8-K |
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001-35770 |
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10.1 |
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8/25/2021 |
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Incorporated by Reference |
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Exhibit |
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Description |
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Filed Here Within |
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Form |
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File No. |
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Ex. |
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Filing Date |
10.7 |
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8-K |
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001-35770 |
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10.2 |
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8/25/2021 |
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10.8 |
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Pledge Agreement dated as of August 24, 2021, by the Company in favor of CRH Funding II Pte. Ltd. |
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8-K |
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001-35770 |
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10.3 |
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8/25/2021 |
10.9 |
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Investment Agreement, dated April 9, 2022, by and between the Company and QRC. |
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8-K |
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001-35770 |
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10.1 |
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4/13/2022 |
10.10 |
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8-K |
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001-35770 |
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10.1 |
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4/13/2022 |
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10.11 |
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Form of Subscription Agreement dated as of December 23, 2022. |
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8-K |
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001-35770 |
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10.1 |
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12/23/2022 |
10.12 |
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8-K |
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001-35770 |
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10.2 |
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12/23/2022 |
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10.13 |
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Form of Subscription Agreement dated as of January 19, 2023. |
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8-K |
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001-35770 |
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10.1 |
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1/19/2023 |
10.14 |
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8-K |
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001-35770 |
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10.2 |
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1/19/2023 |
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10.15 |
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8-K |
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001-35770 |
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10.1 |
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5/19/2023 |
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10.16 |
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10-Q |
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001-35770 |
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10.2 |
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11/14/2023 |
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10.17 |
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10-Q |
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001-35770 |
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10.6 |
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11/14/2023 |
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10.18 |
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10-KT |
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001-35770 |
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10.39 |
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3/14/2024 |
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10.19 |
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10-Q |
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001-35770 |
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10.1 |
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5/14/2024 |
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10.20 |
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10-Q |
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001-35770 |
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10.2 |
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5/14/2024 |
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10.21 |
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10-Q |
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001-35770 |
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10.1 |
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8/13/2024 |
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10.22 |
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Consent No. 3 and Amendment No. 7 to Credit and Guarantee Agreement, among Core Alaska, LLC, |
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10-Q |
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001-35770 |
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10.2 |
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8/13/2024 |
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Incorporated by Reference |
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Exhibit |
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Description |
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Filed Here Within |
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Form |
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File No. |
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Ex. |
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Filing Date |
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Contango Ore, Inc. Alaska Gold Torrent, LLC, Contango Minerals Alaska, LLC, ING Capital LLC. |
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10.23 |
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10-Q |
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001-35770 |
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10.1 |
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11/14/2024 |
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10.24 |
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10-Q |
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001-35770 |
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10.2 |
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11/14/2024 |
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10.25 |
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10-K |
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001-35770 |
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10.25 |
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3/17/2025 |
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10.26 |
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ISDA Master Agreement, dated May 17, 2023, between ING and Core Alaska. |
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8-K |
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001-35770 |
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10.1 |
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8/08/2023 |
10.27 |
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ISDA Master Agreement, dated May 17, 2023, between Macquarie and Core Alaska. |
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8-K |
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001-35770 |
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10.2 |
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8/08/2023 |
10.28 |
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8-K |
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001-35770 |
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1.1 |
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6/09/2023 |
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10.29 |
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Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan.† |
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8-K |
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001-35770 |
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10.1 |
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11/16/2017 |
10.30 |
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First Amendment to the Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan.† |
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8-K |
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001-35770 |
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10.1 |
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11/20/2019 |
10.31 |
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Sc. 14A |
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001-35770 |
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A |
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10/04/2023 |
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10.32 |
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Retention Agreement dated February 6, 2019 between Contango ORE, Inc. and Brad Juneau.† |
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10-Q |
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001-35770 |
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10.3 |
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2/07/2019 |
10.33 |
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8-K |
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001-35770 |
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10.1 |
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2/11/2020 |
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10.34 |
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Employment Agreement, dated July 11, 2023 between Michael Clark and the Company.† |
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8-K |
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001-35770 |
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10.1 |
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7/17/2023 |
10.35 |
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8-K |
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001-35770 |
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10.1 |
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9/17/2024 |
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10.36 |
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8-K |
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001-35770 |
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10.4 |
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12/17/2020 |
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14.1 |
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10-K |
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001-35770 |
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14.1 |
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9/11/2012 |
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14.2 |
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Corporate Code of Business Conduct and Ethics of Contango ORE, Inc. |
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8-K |
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001-35770 |
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14.1 |
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12/17/2020 |
19.1 |
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10-K |
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001-35770 |
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19.1 |
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3/17/2025 |
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21.1 |
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10-K |
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001-35770 |
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21.1 |
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3/17/2025 |
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23.1 |
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Consent of Moss Adams LLP, Independent Registered Public Accounting Firm. |
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10-K |
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001-35770 |
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23.1 |
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3/17/2025 |
23.2 |
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10-K |
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001-35770 |
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23.2 |
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3/17/2025 |
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31.1 |
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Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14. |
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10-K |
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001-35770 |
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31.1 |
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3/17/2025 |
7
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Incorporated by Reference |
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Exhibit |
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Description |
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Filed Here Within |
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Form |
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File No. |
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Ex. |
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Filing Date |
31.2 |
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Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14. |
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10-K |
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001-35770 |
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31.2 |
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3/17/2025 |
31.3 |
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Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14. |
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X |
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31.4 |
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Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14. |
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X |
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32.1 |
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Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350. |
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10-K |
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001-35770 |
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32.1 |
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3/17/2025 |
32.2 |
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Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350. |
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10-K |
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001-35770 |
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32.2 |
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3/17/2025 |
96.1 |
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Technical Report Summary, dated May 12, 2023 on the Manh Choh Project |
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8-K |
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001-35770 |
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96.1 |
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6/02/2023 |
96.2 |
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Technical Report Summary, dated May 26, 2023 on the Lucky Shot Project. |
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8-K |
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001-35770 |
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96.1 |
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6/16/2023 |
97.1 |
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X |
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99.1 |
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Original Schedule of Gold Properties (Excluding Tetlin Lease). |
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10-K |
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000-54136 |
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99.1 |
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9/19/2011 |
99.2 |
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10-K |
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000-54136 |
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99.2 |
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9/19/2011 |
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99.3 |
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10-Q |
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001-35770 |
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99.3 |
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5/15/2023 |
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99.4 |
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10-Q |
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001-35770 |
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99.4 |
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5/15/2023 |
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99.5 |
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10-Q |
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001-35770 |
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99.6 |
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5/15/2023 |
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99.6 |
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10-Q |
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001-35770 |
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99.7 |
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5/15/2023 |
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99.7 |
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10-Q |
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000-54136 |
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99.3 |
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2/06/2012 |
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99.8 |
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10-K |
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001-35770 |
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99.8 |
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9/15/2017 |
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99.9 |
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10-K |
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001-35770 |
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99.9 |
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8/31/2021 |
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99.10 |
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8-K |
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001-35770 |
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99.2 |
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10/02/2014 |
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99.11 |
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Audited Financial Statements of Peak Gold, LLC as of December 31, 2024. |
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10-K |
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001-35770 |
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99.11 |
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3/17/2025 |
101 |
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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. |
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10-K |
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001-35770 |
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101 |
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3/17/2025 |
104 |
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Cover Page Interactive Data File. |
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† Management contract or compensatory plan or agreement
8
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.
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Date |
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/s/ MIKE CLARK |
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April 14, 2025 |
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Mike Clark Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) |
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EXHIBIT 31.3
CONTANGO ORE, INC.
Certification Required by Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934
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I, Rick Van Nieuwenhuyse, President, Chief Executive Officer, and Director of Contango ORE, Inc.(the “Company”), certify that: |
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1. |
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of the Company; and |
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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. |
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Date: April 14, 2025
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/s/ RICK VAN NIEUWENHUYSE |
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Rick Van Nieuwenhuyse |
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President, Chief Executive Officer, and Director |
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EXHIBIT 31.4
CONTANGO ORE, INC.
Certification Required by Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934
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I, Mike Clark, Chief Financial Officer of Contango ORE, Inc. (the “Company”), certify that: |
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1. |
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of the Company; and |
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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. |
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Date: April 14, 2025
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/s/ MIKE CLARK |
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Mike Clark |
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Chief Financial Officer |
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EXHIBIT 97.1
CONTANGO ORE, INC.
POLICY REGARDING THE MANDATORY RECOVERY OF COMPENSATION
(Effective December 1, 2023, Revised as of December 3, 2024)
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