8-K
0001502377false00015023772026-06-232026-06-23

 

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 23, 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 26, 2026, Contango Silver & Gold Inc. (the “Company”), entered into a First Amendment to Membership Interest Purchase and Sale Agreement (the “MIPA Amendment”) with CRH Funding II Pte. Ltd., a Singapore private limited corporation (“CRH”), amending that certain Membership Interest Purchase and Sale Agreement, dated as of August 24, 2021 (the “Original MIPA” and, as amended by the MIPA Amendment, the “MIPA”), by and between the Company and CRH. Pursuant to the Original MIPA, CRH sold to the Company 100% of the issued and outstanding membership interests in Alaska Gold Torrent, LLC, an Alaska limited liability company that conducts mineral exploration and development and related activities at the mineral property near Willow, Alaska (the “Lucky Shot Project”). In addition to the consideration paid at the closing of the transaction, the Company agreed to pay CRH additional consideration (the “Milestone Payments”) if production on the Company’s Lucky Shot Project met certain exploration and/or production thresholds.

Pursuant to the MIPA Amendment, in full satisfaction of the Milestone Payments, the Company agreed to pay CRH (i) $5,000,000 in cash and (ii) 100,000 newly issued shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The shares of Common Stock will be issued to CRH Mezzanine Pte. Ltd., the parent company and sole shareholder of CRH, by July 6, 2026.

The foregoing description of the MIPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the MIPA Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On June 23, 2026, the Company issued a press release providing updates on its 2026 programs across the Company’s portfolio, including its Lucky Shot, Johnson Tract, and Kitsault Valley projects. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On June 29, 2026, the Company issued a press release announcing its entry into the MIPA Amendment and the receipt of a cash distribution from the Peak Gold JV related to production from its Manh Choh mine. A copy of that press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information in this 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description of Exhibit

10.1

First Amendment to Membership Interest Purchase and Sale Agreement, dated June 26, 2026.

99.1

Press release dated June 23, 2026.

99.2

Press release dated June 29, 2026.

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 29, 2026

By:

/s/ Mike Clark

 

 

 

Chief Financial Officer

 


Ex. 10.1

FIRST AMENDMENT TO
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT

This First Amendment to Membership Interest Purchase and Sale Agreement (this “Amendment”) is made and entered into as of June 26, 2026 (the “Amendment Date”), by and between CONTANGO SILVER & GOLD INC., formerly known as CONTANGO ORE, INC., a Delaware corporation (“Buyer”), and CRH FUNDING II PTE. LTD., a Singapore private limited corporation (“Seller”). Buyer and Seller sometimes are referred to in this Agreement collectively as the “Parties” and each individually as a “Party.” Capitalized terms used but not defined in this Amendment will have the meanings given to such terms in the Original MIPA (defined below).

RECITALS

WHEREAS, Buyer and Seller entered into that certain Membership Interest Purchase and Sale Agreement, dated as of August 24, 2021 (the “Original MIPA” and as amended by this Amendment, the “MIPA”);

WHEREAS, Buyer paid the Seller US$6,250,000 in cash on February 25, 2022, in full satisfaction of its obligations under that certain Secured Promissory Note, dated August 24, 2021, in the original principal amount of US$6,250,000, (the “Promissory Note”); and

WHEREAS, the Parties desire to amend the Original MIPA in accordance with Section 10.13, as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.
The words “Exhibit E Form of Assignment and Assumption Agreement” under “EXHIBITS” under the “TABLE OF CONTENTS” of the Original MIPA are hereby deleted and replaced with the word “Exhibit E [Reserved.]”.
2.
The definitions “Change of Control”, “Final Milestone Date”, and “Intermediate Milestone Date” in Section 1.1 of the Original MIPA are hereby deleted in their entirety.
3.
The following new definitions shall be added to Section 1.1 of the Original MIPA:

Additional Consideration” is defined in Section 2.2(b).

Additional Consideration Date” is defined in Section 2.2(b).

Daily Volume Limitation” is defined in Section 2.2(b).

NYSE” means the New York Stock Exchange.

 


 

4.
The definition of “Indemnity Cap” in Section 1.1 of the Original MIPA is hereby deleted in its entirety and replaced in its entirety with the following:

Indemnity Cap” means (i) with respect to claims arising out of or related to Seller Fundamental Representations and representations of Seller made under Section 3.18, one hundred percent of the aggregate Purchase Price paid or payable by Buyer to Seller pursuant to the terms of Section 2.2(b), subject only to offset in accordance with Section 8.5(c)(i) and (ii) with respect to all other claims, fifty percent of the aggregate Purchase Price paid or payable by Buyer to Seller pursuant to the terms of Section 2.2(b), subject only to offset in accordance with Section 8.5(c)(i).

5.
The definition of “VWAP” in Section 1.1 of the Original MIPA is hereby deleted in its entirety and replaced in its entirety with the following:

VWAP” means volume-weighted average price.

6.
Section 2.2(b) of the Original MIPA is hereby deleted and replaced in its entirety by the following:

“(b) Additional Consideration.

(i) As soon as reasonably practicable following the execution of this Agreement, but in no event later than July 6, 2026 (the “Additional Consideration Date”), Buyer will pay to Seller additional consideration (the “Additional Consideration”) as follows:

A. US$5,000,000, by wire transfer of immediately available funds; and

B. 100,000 newly issued shares of common stock, par value US$0.01, of Buyer (the “Common Stock”).”

(ii) Notwithstanding any other provision of this Agreement, Seller hereby agrees that, following the Additional Consideration Date, the Seller shall not sell, transfer, or otherwise dispose of any shares of Common Stock acquired pursuant to this Agreement on the NYSE in an amount exceeding ten percent (10%) of the average daily trading volume of the Common Stock on the NYSE on any given trading day (the “Daily Volume Limitation”). For purposes of this Section 2.02(b), “average daily trading volume” shall mean the average daily trading volume of the Common Stock as reported by the NYSE for the twenty (20) consecutive trading days immediately preceding the date of the proposed sale or disposition. The Daily Volume Limitation shall apply to all sales, transfers, or dispositions effected by the Seller, whether directly or indirectly through any broker, dealer, market maker, or other intermediary, and whether executed in a single transaction or in a series of transactions on the same trading day. The Seller shall not circumvent the Daily Volume Limitation by effecting sales through any affiliate, related party, or

2


 

other person or entity acting in concert with, or at the direction of, the Seller.

(iii) Buyer agrees to use reasonable best efforts to file with the United States Securities and Exchange Commission an “automatic shelf registration statement”, as defined in Rule 405, and pursuant to Rule 462(e), of the 1933 Act, on Form S-3 to register the Common Stock issuable as part of the Additional Consideration as soon as reasonably practicable and in any event no later than ten (10) Business Days after the Additional Consideration Date.

7.
Section 2.2(c) of the Original MIPA is hereby deleted and replaced in its entirety by the following:

“(c) [Reserved.]”

8.
Section 2.2(d) of the Original MIPA is hereby deleted and replaced in its entirety by the following:

“(d) [Reserved.]”

9.
Section 2.2(e) of the Original MIPA is hereby deleted and replaced in its entirety by the following:

“(e) Share Consideration Limitation. In the event the shares of Common Stock issued pursuant to Section 2.2(b)(ii) will result in Seller owning more than 9.9% of Buyer, then Buyer shall have the option, in its sole discretion, to pay Seller cash or immediately available funds for the amount of shares of Common Stock (valued at the VWAP for each of the thirty trading days immediately prior to the Additional Consideration Date) that would cause Seller to own more than 9.9% of Buyer shall instead be paid in cash.”

10.
Section 2.2(f) of the Original MIPA is hereby deleted and replaced in its entirety by the following:

“(f) [Reserved.]”

11.
Section 2.2(g) of the Original MIPA is hereby deleted and replaced in its entirety by the following:

“(g) Security. The Buyer’s obligations to the Seller under the Promissory Note and the Additional Consideration described in Section 2.2(b) shall be secured by the Buyer’s pledge to the Seller under the Pledge Agreement. Upon payment of the Additional Consideration, the Pledge Agreement shall be released and terminated.”

12.
The words “milestone-based consideration” in Section 2.7 of the Original MIPA is hereby deleted and replaced with the words “Additional Consideration”.

3


 

13.
Section 7.9 of the Original MIPA is hereby deleted and replaced in its entirety by the following:

“Section 7.9 Exploration Covenant. Buyer shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to budget and spend: (a) at least US$5,000,000 on Exploration Expenditures during the eighteen month period following the Closing Date, and (b) aggregate Exploration Expenditures (taking into account all Exploration Expenditures contemplated in subclause (a) above) of at least US$10,000,000 on or before the thirty-six (36) month anniversary of the Closing Date, on the Lucky Shot Project for the purposes of expanding the Total Resource. For the avoidance of doubt, commercially reasonable efforts shall take into account the results of all drilling activities, ability to obtain all required permits for exploration of the Lucky Shot Project and the ability of Buyer to raise capital or funding required to fund such exploration efforts.”

14.
Section 10.5 of the Original MIPA is hereby deleted and replaced in its entirety by the following:

“Section 10.5 Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be transferred, assigned, pledged or hypothecated by any Party, by operation of law or otherwise, without the express written consent of each other Party (which consent may be granted or withheld in the sole discretion of each such Party); provided that:

(a) following such time that Buyer has made (i) aggregate Exploration Expenditures required under Section 7.9 and (ii) additional exploration, mining and development expenditures on the Lucky Shot Project (excluding general and administrative expenses related to day-to-day operations of Buyer that are not directly related to the Lucky Shot Project) of at least US$5,000,000 (for an aggregate of at least US$15,000,000 when added to the amount expended under Section 7.9), Buyer may assign its rights and obligations under this Agreement, or any part thereof, to the Company without the consent of any other Party, pursuant to an assignment and assumption agreement, in the form attached hereto as Exhibit F, provided that (i) the obligations set forth in Sections 2.2(b) have been secured against the assets of the Company that do not require third-party consents by a deed of trust and security agreement for the benefit of Seller, in the form attached hereto as Exhibit G and (ii) the Company shall agree as part of the assignment not to transfer or assign any material portion of its assets, including any portion of the Lucky Shot Project, unless as a condition to such transfer the transferee agrees to pay the consideration under Section 2.2 hereof (it being understood that, such assignment shall release Buyer of its obligations hereunder, including, without limitation, under Section 2.2 hereof, whereupon each other Party shall look only to the Company for the performance thereof); further, upon such assignment, the obligation to issue Common Stock for the payment of any consideration under Section 2.2(b) shall be replaced by the obligation to pay by wire transfer of immediately available funds in the amounts thereof; and

(b) prior to satisfaction of Buyer’s obligations under Section 10.5(a), Buyer may assign all or part of its rights under this Agreement to one or more Affiliates of Buyer without any such consent (it being understood that such assignment shall not release Buyer of any of its obligations hereunder). Subject to the preceding sentence, this Agreement will be binding upon,

4


 

inure to the benefit of and be enforceable by the Parties and their respective permitted successors and assigns.”

15.
The third recital of the FORM OF PLEDGE AND SECURITY AGREEMENT at EXHIBIT B of the Original MIPA is hereby deleted and replaced in its entirety by the following:

“WHEREAS, as a condition to the closing of the Purchase, the Debtor is required to enter into this Agreement to secure the obligations of the Debtor under the Note and the additional consideration described in Section 2.2(b) of the Purchase Agreement (the “Additional Consideration”).”

16.
The words “Milestone Payments” in the definition of “Obligations” in Section 1 of the FORM OF PLEDGE AND SECURITY AGREEMENT at EXHIBIT B of the Original MIPA are hereby deleted and replaced with the words “Additional Consideration”.
17.
Section 10 of the FORM OF PLEDGE AND SECURITY AGREEMENT at EXHIBIT B of the Original MIPA is hereby deleted and replaced in its entirety by the following:

“10. Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by the Debtor without the prior written consent of the Secured Party.

18.
EXHIBIT E of the Original MIPA is hereby deleted and replaced in its entirety by the following:

“EXHIBIT E

[Reserved.]”

19.
The words “Sections 2.2(b) and 2.2(c)” in Section 4 of the FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT at EXHIBIT F of the Original MIPA are hereby deleted and replaced with the words “Section 2.2(b)”.
20.
The words “or (c)” in Section 5 of the FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT at EXHIBIT F of the Original MIPA are hereby deleted in their entirety.
21.
The definition of “Milestone Payments” in Section 1.01 of ARTICLE I of the FORM OF DEED OF TRUST AND SECURITY AGREEMENT at EXHIBIT G of the Original MIPA is hereby deleted in its entirety and replaced in its entirety with the following (to precede the definition of “Assignment”):

Additional Consideration shall mean the additional consideration described in Section 2.2(b) of the Purchase Agreement, in an amount up to US$7,000,000 on the terms and conditions therein.

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22.
The definition of “Obligations” in Section 1.01 of ARTICLE I of the FORM OF DEED OF TRUST AND SECURITY AGREEMENT at EXHIBIT G of the Original MIPA is hereby deleted in its entirety and replaced in its entirety with the following:

Obligations shall mean any indebtedness and the performance of all obligations of the Grantor to the Beneficiary, acquired directly or by assignment or otherwise, liquidated or unliquidated, arising under Section 2.2(b) of the Purchase Agreement and the Assignment, as may be amended from time to time, including, without limitation, the Additional Consideration.

23.
The word “Milestone Payments” in the definition of “Purchase Agreement” in Section 1.01 of ARTICLE I of the FORM OF DEED OF TRUST AND SECURITY AGREEMENT at EXHIBIT G of the Original MIPA is hereby deleted and replaced with the words “Additional Consideration”.
24.
Except as set forth in this Amendment, all other terms and conditions of the Original MIPA shall remain the same and in full force and effect and shall be applicable to this Amendment as if a part thereof. This Amendment may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (“pdf”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

(Remainder of Page Intentionally Left Blank)

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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the Amendment Date.

 

SELLER:

CRH FUNDING II PTE. LTD.

By:

/s/ Greg Armstrong

Name:

Gregory Armstrong

Title:

Authorized Person

 

BUYER:

CONTANGO SILVER & GOLD INC.

By:

/s/ Rick Van Nieuwenhuyse

Name:

Rick Van Nieuwenhuyse

Title:

Chief Executive Officer

 

[Signature Page to First Amendment to Membership Interest Purchase and Sale Agreement]


Ex. 99.1

img262433452_0.gif

NEWS RELEASE

CONTANGO SILVER & GOLD

Contango Silver & Gold Provides Project Updates

 

FAIRBANKS, AK - (June 23, 2026) - Contango Silver and Gold Inc. (“Contango” or the “Company”) (NYSE American / TSX: CTGO) is pleased to provide updates on its 2026 programs across the Contango Silver & Gold portfolio.

 

Lucky Shot Surface Drill Program

The Lucky Shot surface drill program commenced on June 22, 2026 with the mobilization of two helicopter-supported drill rigs to site. A total of 29 holes across five drilling platforms—totaling approximately 6,800 meters—are planned (Figure 1). The program is designed to infill areas of known mineralization within the Coleman portion of the resource, while also executing step-out drilling to test the structural continuity between the Coleman and Lucky Shot vein systems. Results will be released as they become available.

 

Dave Larimer, Contango’s VP Exploration said, “We are incredibly excited to kick off the surface drilling program at Lucky Shot. This deposit has already demonstrated continuity and growth potential, and getting the rigs turning on the surface allows us to test the downdip extension of the Coleman zone toward the Lucky Shot vein system in addition to providing the infill we need to complete a feasibility level mine design. We’re eager to see what the core reveals as we push to unlock the full value of this system.”

 

img262433452_1.gifFIGURE 1: Plan view and cross-sectional view showing the planned surface drill program at Lucky Shot.


 

 

 

 

Johnson Tract Permitting and Other Activities

Permitting for the surface infrastructure—including the access road and barge facility designed to link the Johnson Tract Critical Metals Project site to the coast—remains firmly on schedule, with six actions completed to date. Real-time progress updates are transparently available via the Federal Permitting Dashboard.

 

To support these ongoing regulatory processes, the Company has opened the Johnson Tract camp for the summer season to anchor extensive field activities. Field surveys within the project easements will be conducted in accordance with the Programmatic Agreement approved by the appropriate permitting authorities. These environmental and cultural baseline studies include:

 

Marine and freshwater quality surveys
Eagle, shorebird, and seabird surveys
Marine mammal acoustics and fish surveys
Wetlands mapping
Cultural resource studies

 

In addition to the surveys, summer operational activities include geotechnical drilling within the easements for the road access and barge landing facility, as well as the construction of a 2.6-mile road on Cook Inlet Regional Inc. (CIRI) owned land connecting the camp to the proposed exploration portal location. Equipment mobilization via barge and helicopter is underway and will continue through June and July, with on-site construction activities expected to extend into October.

Rick Van Nieuwenhuyse, the Company’s CEO said, “This summer marks a pivotal operational shift for Contango as we advance Johnson Tract. Following our entry into the federal FAST-41 program, our permitting efforts have given us a clear, predictable timeline to unlock this high-grade critical metals project. Our focus on the ground this season is twofold: expanding our environmental baseline studies to ensure top-tier stewardship to support the permitting processes, and executing the critical infrastructure required to connect our existing camp to the proposed portal location. This access road will allow us to start construction on the underground exploration tunnel in 2027 once all permits have been received.”

 

Kitsault Valley Ongoing Drilling Program

The Kitsault Valley drill program is progressing as planned with over 14,000 meters of drilling already completed. Drilling has focused on infill and extensional drilling at Torbrit, North Star, Wolf, and Red Point. The first samples from Torbrit and North Star have been sent to the analytical facility and results are expected to start trickling in during Q3 activities. The Kitsault Valley updated Mineral Resource Estimate (MRE) is on track to be released by late July.

 

Shawn Khunkhun, the Company’s President, said, “We are tracking well ahead of schedule in the Kitsault Valley, with over one-quarter of our planned 40,000-meter surface drill program already completed. The exceptional efficiency of our team on the ground has given us an incredible head start this season. We are highly encouraged by the strong visual indicators and historical continuity


 

we are seeing as we systematically target resource expansion and infill zones, and we look forward to reporting a steady stream of assay results as they become available.”

 

Hedge Contract Settlement

During the first and second quarters of 2026, the Company has been actively delivering gold into the 2026 hedge contracts. We are pleased to announce that all of the remaining 11,000 ounces for 2026 obligations have been fully delivered ahead of schedule with the remaining 15,000 ounces of gold hedge contracts scheduled to be delivered in the first half of 2027.

 

Mike Clark, the Company’s Chief Financial Officer said, “We are pleased to have delivered into our entire hedge book for 2026, resulting in more exposure to high gold prices for the Company. We will continue to work towards eliminating the remainder of the hedges this year.”

 

Conference Call and Webcast

Contango will host a conference call and webcast to discuss the Project updates in this report with CEO Rick Van Nieuwenhuyse and President Shawn Khunkhun on Wednesday, June 24, 2026, at 3:00pm EST / 12:00pm PST. Participants may join the webcast using the following call-in details: https://6ix.com/event/lucky-shot-project-updated-contango-silver-and-gold.

Qualified Person

The scientific and technical information contained in this news release has been reviewed and approved by Dave Larimer, CPG, VP Exploration for Contango, who is a Qualified Person as defined by SEC Regulation S-K 1300. Mr. Larimer is not independent of the Company.

ABOUT CONTANGO

Contango is a NYSE American and TSX listed company that engages in the exploration for and development and production of gold and associated minerals in Alaska and in the Golden Triangle in British Columbia. Contango holds a 30% interest in the Peak Gold JV, which leases approximately 675,000 acres of land for exploration and development on the Manh Choh project, with the remaining 70% owned by KG Mining (Alaska), Inc., an indirect subsidiary of Kinross Gold Corporation, operator of the Peak Gold JV. The Company and its subsidiaries also have (i) a lease on the Johnson Tract project, which consists of mineral rights to approximately 21,000 acres located near tidewater, 125 miles southwest of Anchorage, Alaska, from the underlying owner, CIRI, (ii) a lease on the Lucky Shot project, which consists of mineral rights to approximately 8,600 acres of State of Alaska and patented mining claims located in the Willow Mining District about 75 miles north of Anchorage, Alaska, from the underlying owner, Alaska Hardrock Inc., (iii) mineral rights to approximately 145,000 acres of State of Alaska mining claims, and (iv) mineral rights to approximately 11,700 acres of State of Alaska mining claims and upland mining leases, all of which give Contango the exclusive right to explore and develop minerals on these lands, and (v) mineral tenures of approximately 247,000 acres (100,000 ha) located in and around the Kitsault Valley in the Golden Triangle of northwest British Columbia.

Additional information can be found on our web page at www.contangoore.com.

 

 


 

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking information and forward-looking statements within the meaning of applicable securities (“Forward-looking Statements”). These include statements regarding Contango’s plans and expectations for its properties and operations, the content within future annual filings, operations in respect of Contango mineral properties and any benefits of investment in Contango. The Forward-looking Statements regarding Contango are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995, based on Contango’s current expectations and includes statements regarding future results of operations, quality and nature of the asset base, the assumptions upon which estimates are based and other expectations, beliefs, plans, objectives, assumptions, strategies or statements about future events or performance (often, but not always, using words such as “expects”, “projects”, “anticipates”, “plans”, “estimates”, “intends”, “believes”, “ensures”, “forecasts”, “predicts”, “proposes”, “contemplates”, “aims”, “seeks”, “continues”, “potential”, “positioned”, “strategy”, “outlook”, “future”, “going forward”, “designed to”, and similar expressions or other words of similar meaning, and the negatives thereof, or stating that certain actions, events or results “may”, “might”, “will”, “should”, “would”, or “could” be taken, or that they are “possible”, “probable”, or “likely” to occur or be achieved). However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking Statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to: the risks of the exploration and the mining industry (for example, operational risks in exploring for and developing mineral reserves); risks and uncertainties involving geology; the speculative nature of the mining industry; the uncertainty of estimates and projections relating to future production, costs and expenses; the volatility of natural resources prices, including prices of gold and associated minerals; the existence and extent of commercially exploitable minerals in properties acquired by Contango or the Peak Gold JV; ability to realize the anticipated benefits of the Peak Gold JV; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; the interpretation of exploration results and the estimation of mineral resources; the loss of key employees or consultants; health, safety and environmental risks; risks related to weather and other natural disasters; uncertainties as to the availability and cost of financing; Contango’s inability to retain or maintain its relative ownership interest in the Peak Gold JV; inability to realize expected value from acquisitions; inability of our management team to execute its plans to meet its goals; the extent of disruptions caused by an outbreak of disease, such as the COVID-19 pandemic; and the possibility that government policies may change, political developments may occur or governmental approvals may be delayed or withheld, including as a result of presidential and congressional elections in the U.S. or the inability to obtain mining permits. Additional information on these and other factors which could affect Contango’s operations or financial results are included in Contango’s other reports on file with the U.S. Securities and Exchange Commission. Investors are cautioned that any Forward-looking Statements are not guarantees of future performance and actual results or developments may differ materially from the projections in the Forward-looking Statements. Forward-looking Statements are based on the estimates and opinions of management at the time the statements are made. Contango does not assume any obligation to update Forward-looking Statements should circumstances or management’s estimates or opinions change.


 

 

 

 

CONTACTS:

Contango Silver & Gold Inc.

Rick Van Nieuwenhuyse

(907) 388-7770

www.contangoore.com

 


Ex. 99.2

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NEWS RELEASE

CONTANGO SILVER & GOLD

Contango Enhances Economics with Strategic Settlement of the Lucky Shot Milestone Payments and Receives $9 Million Cash Distribution from Peak Gold JV

 

FAIRBANKS, AK - (June 29, 2026) - Contango Silver and Gold Inc. ("Contango" or the "Company") (NYSE American/ TSX: CTGO) is pleased to announce that it has entered into an agreement to settle milestone payments totaling $18.75 million on the Lucky Shot Project in exchange for $5 million in cash and 100,000 common shares of the Company. In addition, the Company is pleased to announce that on June 25, 2026 it received a $9 million cash distribution from the Peak Gold JV related to production from its second campaign of 2026 at the Manh Choh mine.

 

Rick Van Nieuwenhuyse, the Company’s CEO, commented: "Settling these milestone payments at Lucky Shot is a meaningful corporate achievement. By eliminating our remaining payment obligations and securing 100% unencumbered control of the Lucky Shot asset, we have significantly de-risked the project and ensured that our investors will realize its full upside potential. As we look at the success and continuity from our ongoing drill programs and aggressively advance Lucky Shot toward the feasibility stage, our shareholders are now well positioned to capture maximum leverage from what is shaping up to be a truly exceptional high-grade gold system."

 

On June 26, 2026 the Company amended its Membership Interest Purchase and Sale Agreement (the “Amended MIPA”) with CRH Funding II PTE. Ltd. (“CRH”), a Singapore private limited corporation, to satisfy obligations totaling up to $18.75 million if certain milestones were achieved on the Lucky Shot Project (the "Milestone Payments") held by CRH. The consideration paid by Contango approximated $6.57 million, comprised of the following:

 

Cash payment of $5 million due on signing of the Amended MIPA (paid)
Issuance of 100,000 common shares of the Company by July 6th, 2026 (the shares have a deemed value of $1.57 million, based on the closing share price of $15.74 on June 26, 2026)

 

 

 

 

 

 


Ex. 99.2

 

ABOUT CONTANGO

Contango is a NYSE American and TSX listed company that engages in the exploration for and development and production of gold and associated minerals in Alaska and in the Golden Triangle in British Columbia. Contango holds a 30% interest in the Peak Gold JV, which leases approximately 675,000 acres of land for exploration and development on the Manh Choh project, with the remaining 70% owned by KG Mining (Alaska), Inc., an indirect subsidiary of Kinross Gold Corporation, operator of the Peak Gold JV. The Company and its subsidiaries also have (i) a lease on the Johnson Tract project, which consists of mineral rights to approximately 21,000 acres located near tidewater, 125 miles southwest of Anchorage, Alaska, from the underlying owner, CIRI, (ii) a lease on the Lucky Shot project, which consists of mineral rights to approximately 8,600 acres of State of Alaska and patented mining claims located in the Willow Mining District about 75 miles north of Anchorage, Alaska, from the underlying owner, Alaska Hardrock Inc., (iii) mineral rights to approximately 145,000 acres of State of Alaska mining claims, (iv) mineral rights to approximately 11,700 acres of State of Alaska mining claims and upland mining leases, all of which give Contango the exclusive right to explore and develop minerals on these lands, and (v) mineral tenures of approximately 247,000 acres (100,000 ha) located in and around the Kitsault Valley in the Golden Triangle of northwest British Columbia.

Additional information can be found on our web page at www.contangoore.com.

 

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking information and forward-looking statements within the meaning of applicable securities (“Forward-looking Statements”). These include statements regarding Contango’s plans and expectations for its properties and operations, the content within future annual filings, operations in respect of Contango mineral properties and any benefits of investment in Contango. The Forward-looking Statements regarding Contango are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995, based on Contango’s current expectations and includes statements regarding future results of operations, quality and nature of the asset base, the assumptions upon which estimates are based and other expectations, beliefs, plans, objectives, assumptions, strategies or statements about future events or performance (often, but not always, using words such as “expects”, “projects”, “anticipates”, “plans”, “estimates”, “intends”, “believes”, “ensures”, “forecasts”, “predicts”, “proposes”, “contemplates”, “aims”, “seeks”, “continues”, “potential”, “positioned”, “strategy”, “outlook”, “future”, “going forward”, “designed to”, and similar expressions or other words of similar meaning, and the negatives thereof, or stating that certain actions, events or results “may”, “might”, “will”, “should”, “would”, or “could” be taken, or that they are “possible”, “probable”, or “likely” to occur or be achieved). However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking Statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to: the risks of the exploration and the mining industry (for example, operational risks in exploring for and developing mineral reserves); risks and uncertainties involving geology; the speculative nature of the mining industry; the uncertainty of estimates and projections relating to future

 


Ex. 99.2

production, costs and expenses; the volatility of natural resources prices, including prices of gold and associated minerals; the existence and extent of commercially exploitable minerals in properties acquired by Contango or the Peak Gold JV; ability to realize the anticipated benefits of the Peak Gold JV; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; the interpretation of exploration results and the estimation of mineral resources; the loss of key employees or consultants; health, safety and environmental risks; risks related to weather and other natural disasters; uncertainties as to the availability and cost of financing; Contango’s inability to retain or maintain its relative ownership interest in the Peak Gold JV; inability to realize expected value from acquisitions; inability of our management team to execute its plans to meet its goals; the extent of disruptions caused by an outbreak of disease, such as the COVID-19 pandemic; and the possibility that government policies may change, political developments may occur or governmental approvals may be delayed or withheld, including as a result of presidential and congressional elections in the U.S. or the inability to obtain mining permits. Additional information on these and other factors which could affect Contango’s operations or financial results are included in Contango’s other reports on file with the U.S. Securities and Exchange Commission. Investors are cautioned that any Forward-looking Statements are not guarantees of future performance and actual results or developments may differ materially from the projections in the Forward-looking Statements. Forward-looking Statements are based on the estimates and opinions of management at the time the statements are made. Contango does not assume any obligation to update Forward-looking Statements should circumstances or management’s estimates or opinions change.

 

CONTACTS:

Contango Silver & Gold

Rick Van Nieuwenhuyse

(907) 388-7770

www.contangoore.com