CTGO 8-K
Contango Silver & Gold Inc. (CTGO)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 July 1, 2026, CORE Alaska, LLC (the “Borrower”), an indirect wholly-owned subsidiary of Contango Silver & Gold Inc. (the “Company”), entered into Consent No. 7 and Amendment No. 13 (the “Amendment”) to that certain Credit and Guarantee Agreement, dated as of May 17, 2023 (as amended, the “Credit Agreement”), by and among the Borrower, the Company and the other guarantors party thereto, the lenders party thereto from time to time (the “Lenders”), ING Capital LLC, as administrative agent, and Macquarie Bank Limited, as collateral agent for the secured parties.
The Amendment, among other things, provides for: (i) the termination of the remaining required hedge agreements corresponding to scheduled delivery dates of 10,000 ounces of gold on March 31, 2027 and 5,000 ounces of gold on June 30, 2027 (collectively, the “Hedge Terminations”) and Lender consent to the Hedge Terminations; (ii) the entry by the Borrower into put option contracts with the hedge providers corresponding to scheduled delivery dates of 5,250 ounces of gold on March 31, 2027 and 9,750 ounces of gold on June 30, 2027 (the “Options Contracts”); (iii) an increase of approximately $33 million of principal amount to the aggregate amount of term loans under the Credit Agreement (the “Term Loans”), the proceeds of which were used to effect the Hedge Terminations and to purchase the Options Contracts; and (iv) a reduction of the applicable margin under the Credit Agreement from 5.00% to 3.63% per annum.
The Term Loans are scheduled to be repaid as follows: (i) $1 million on September 30, 2026; (ii) $1 million on December 31, 2026; (iii) approximately $15.5 million on March 31, 2027; and (iv) approximately $28.8 million on June 30, 2027.
The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants and agreements contained in the Amendment, and is subject to and qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 7.01 Regulation FD Disclosure.
On July 6, 2026, the Company issued a press release announcing that it had amended its credit facility with its existing lenders to convert its remaining gold hedge contracts into debt. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included herein and in Exhibit 99.1 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 in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Cautionary Note Regarding Forward-Looking Statements
Many of the statements included or incorporated in this Current Report on Form 8-K and the furnished exhibit constitute “forward-looking statements.” In particular, they include statements relating to future actions, strategies, future operating and financial performance, ability to realize the anticipated benefits of various transactions and the Company’s future financial results. These forward-looking statements are based on current expectations and projections about future events. Readers are cautioned that forward-looking statements are not guarantees of future operating and financial performance or results and involve substantial risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of the Company may differ materially from that expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, factors described from time to time in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description of Exhibit |
10.1 |
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99.1 |
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.
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CONTANGO SILVER & GOLD INC. |
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Date: |
July 8, 2026 |
By: |
Mike Clark |
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Chief Financial Officer |
Exhibit 10.1
EXECUTION VERSION
CONSENT NO. 7 AND AMENDMENT NO. 13 TO CREDIT AND GUARANTEE AGREEMENT, dated as of July 1, 2026 (this “Agreement”), among CORE ALASKA, LLC, a Delaware limited liability company (the “Borrower”), CONTANGO SILVER & GOLD INC., a Delaware corporation (“Contango”), CONTANGO LUCKY SHOT ALASKA, LLC (f/k/a ALASKA GOLD TORRENT, LLC), an Alaska limited liability company (“CLSA”), CONTANGO MINERALS ALASKA, LLC, an Alaska limited liability company (“CMA”) and CONTANGO MINING CANADA, INC., a British Columbia corporation (“CMC” and together with Contango, CLSA and CMA, the “Guarantors”), and ING CAPITAL LLC, in its capacity as administrative agent (the “Administrative Agent”) (with the consent of each Lender (as defined below in the Credit Agreement referred to below)).
RECITALS:
WHEREAS, the Borrower has entered into that certain Credit and Guarantee Agreement, dated as of May 17, 2023, with the Administrative Agent, the Collateral Agent, the lenders (the “Lenders”) party thereto from time to time, the Guarantors, ING Capital LLC and Macquarie Bank Limited, as Mandated Lead Arrangers and ING Capital LLC, as Bookrunner (as amended pursuant to Amendment No. 1 dated as of July 17, 2023, Amendment No. 2 dated as of August 15, 2023 Amendment No. 3 dated as of December 31, 2023, Amendment No. 4 dated as of January 31, 2024, Amendment No. 5 dated as of February 16, 2024, Amendment No. 6 dated as of April 30, 2024, Amendment No. 7 dated as of June 28, 2024, Amendment No. 8 dated as of July 30, 2024, Amendment No. 9 dated as of September 30, 2024, Amendment No. 10 dated as of October 31, 2024, Amendment No. 11 dated as of February 17, 2025 and Amendment No. 12 dated as of September 19, 2025 (the “Existing Credit Agreement”), and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, the Borrower desires to increase the Term Loan Commitments by an aggregate principal amount not to exceed $60,000,000 (as may be adjusted following the consummation of the Hedge Terminations and the Options Contracts (each as defined below)), to be disbursed in a single Borrowing in accordance with the Credit Agreement (as amended hereby) (the “Additional Loan”);
WHEREAS, the Borrower desires to (a) terminate certain Required Hedge Agreements (the “Hedge Terminations”) corresponding to the scheduled delivery dates occurring on each of (i) March 31, 2027, with respect to 10,000 ounces of gold and (ii) June 30, 2027, with respect to 5,000 ounces of gold (collectively, the “2027 Required Hedge Agreements”), in each case, using the proceeds of the Additional Loan to satisfy any termination payments and (b) enter into put option contracts with the Hedge Providers corresponding to the scheduled delivery dates occurring on each of (i) March 31, 2027, with respect to 5,250 ounces of gold and (ii) June 30, 2027, with respect to 9,750 ounces of gold, in each case, on the terms and conditions set forth herein (the “Options Contracts”);
WHEREAS, pursuant to Section 5.21(a) (Required Hedge Agreements) of the Credit Agreement, the Borrower shall enter into and maintain at all times thereafter the Hedge Agreements with the Lenders or Affiliates of the Lenders in respect of, as of February 17, 2025, 86,739 ounces of gold reflecting the terms set forth on Schedule 6.15 of the Credit Agreement until the Maturity Date (the “Required Hedge Agreement Covenant”);
AMERICAS/2023902354.2 Contango Ore – Consent No. 7 and Amendment No. 13
to Credit and Guarantee Agreement
WHEREAS, pursuant to Section 6.04(b) (Amendments; Waivers; Material Project Documents) of the Credit Agreement, each Loan Party shall not cancel or terminate any Transaction Document (including by way of assignment of such Loan Party’s rights thereunder) or consent to or accept any cancellation, repudiation or termination thereof (the “Transaction Document Covenant” and together with the Required Hedge Agreement Covenant, the “Specified Covenants”);
WHEREAS, pursuant to Section 10.02(b) (Amendments, etc.) of the Credit Agreement, no amendment or waiver of any provision of the Credit Agreement, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing executed by each Loan Party and the Required Lenders (or each Lender, as the case may be), and acknowledged by the Administrative Agent, or by each Loan Party and the Administrative Agent with the consent of the Required Lenders (or each Lender, as the case may be); and
WHEREAS, the Borrower hereby requests the Lenders (a) to consent to the Hedge Terminations and (b) to amend the Existing Credit Agreement as further set forth in Section 2 (Amendments) herein.
NOW, THEREFORE, in consideration of the premises and agreements, and provisions herein contained, the parties hereto agree as follows:
““Applicable Margin” means 3.63% per annum.”.
““Availability Period” means with respect to the Term Loans, (a) in the case of each Commitment provided by a Lender in effect as of the Closing Date, the period from and including the Closing Date to, but excluding, the earliest of (i) the Commitment Termination Date, (ii) the date the Term Loans are drawn in full, (iii) the Project Completion Date, and (iv) the termination or cancellation in full of the Commitments hereunder and (b) in the case of each Commitment provided by a Lender on the Increase Effective Date, the period from and including the Increase Effective Date to and including the earlier of (i) the first Borrowing date after the Increase Effective Date and (ii) the applicable Commitment Termination Date.”.
AMERICAS/2023902354.2 2 Contango Ore – Consent No. 7 and Amendment No. 13
to Credit and Guarantee Agreement
““Commitment Termination Date” means (a) in the case of each Commitment provided by a Lender in effect as of the Closing Date, the date that is eighteen (18) months after the Closing Date, provided that if the Closing Date shall not have occurred on or prior to the date that is three (3) months from the date hereof, “Commitment Termination Date” shall mean the date that is three (3) months from the date hereof and (b) in the case of each Commitment provided by a Lender on the Increase Effective Date, August 1, 2026.”.
““Term Loan Commitment” as to any Lender at any time, means the obligation of such Lender to make Term Loans in an aggregate principal amount not to exceed the amount set forth under the heading “Term Loan Commitment” opposite such Lender’s name on Schedule I or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be reduced or terminated at or prior to such time pursuant to Section 2.05, Section 2.06 or Section 7.01 or otherwise modified in accordance with the terms hereof; provided that in the event that the costs incurred by the Borrower to consummate the Increase Effective Date Transactions are less than sixty million U.S. Dollars ($60,000,000), the Term Loan Commitments shall be automatically be reduced on a pro rata basis to be equal to an amount corresponding to such Increase Effective Date Transaction costs. As of (a) the Closing Date, the aggregate Term Loan Commitment amount of all Lenders is $65,000,000 and (b) the Increase Effective Date, the aggregate Term Loan Commitment amount of all Lenders is $60,000,000.”.
““Increase Effective Date” means July 1, 2026.”.
““Increase Effective Date Transactions” means, collectively, (a) the termination by the Borrower of certain Required Hedge Agreements (as defined in this Agreement immediately prior to the Increase Effective Date) corresponding to the scheduled delivery dates occurring on each of (i) March 31, 2027, with respect to 10,000 ounces of gold and (ii) June 30, 2027, with respect to 5,000 ounces of gold, in each case, on or about the Increase Effective Date, (b) the payment by the Borrower of termination payments and any other amounts due and payable to the Hedge Providers under such Permitted Hedge Agreements, (c) the entry by the Borrower into put option Hedge Agreements on or about the Increase Effective Date corresponding to the scheduled delivery dates occurring on each of (i) March 31, 2027, with respect to 5, 250 ounces of gold and (ii) June 30, 2027, with respect to 9,750 ounces of gold and (d) the purchase by the Borrower of the foregoing put options.”.
AMERICAS/2023902354.2 3 Contango Ore – Consent No. 7 and Amendment No. 13
to Credit and Guarantee Agreement
“(a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each, a “Term Loan”) to the Borrower (i) in the case of each Commitment provided by a Lender in effect as of the Closing Date, from time to time, but not more than once within every calendar quarter (unless otherwise agreed by all Lenders) and (ii) in the case of each Commitment provided by a Lender on the Increase Effective Date, on the requested Borrowing date therefor, on any Business Day during the Availability Period (specified in a Borrowing Notice as the date of a Borrowing) in a principal amount that will not result in (A) the aggregate principal amount of all Term Loans held by such Lender outstanding following such proposed Borrowing exceeding such Lender’s Term Loan Commitment or (B) the aggregate principal amount of all Loans held by all Lenders outstanding following such proposed Borrowing exceeding the total Commitments of all Lenders. Term Loans repaid or prepaid may not be reborrowed.”.
“(c) Minimum Amounts; Limitation on Number of Borrowings. Each Borrowing shall be in an amount of $2,500,000 or a larger multiple of $500,000; provided that a Borrowing may be in an aggregate amount that is equal to the aggregate amount of the Unused Commitments of all Lenders at such time; and provided, further, that there shall not be more than a total of ten (10) Interest Periods outstanding at any time; provided, further, that the first Borrowing shall be in an amount that shall not exceed $10,000,000. From and after the Increase Effective Date the Borrower may request no more than one (1) Borrowing.”.
“(a) Term Loans. On each Payment Date commencing with the first Payment Date occurring after Term Loans have been Borrowed, the Borrower shall repay to the Administrative Agent, for the ratable account of the Lenders, an aggregate principal amount of the Term Loans equal to the amount set forth on Schedule 2.06 (as may be amended in accordance with this Agreement) for such Payment Date, with any remaining outstanding principal amount of the Term Loans payable by the Borrower on the Maturity Date; provided that, after the Commercial Operation Date has occurred, the Borrower may, from time to time by delivering a written notice (each, a “Deferral Notice”) to the Administrative Agent at least three (3) U.S. Government Securities Business Days before the relevant Payment Date, defer, in whole or in part, the amount of the Term Loans to be paid on any Payment Date (the amount of the Term Loans being deferred, the “Deferred Amount”) to a date that is up to ninety (90) days after the relevant Payment Date (such date, the “Deferred Date”) subject to the following conditions: (a) the aggregate amount of
AMERICAS/2023902354.2 4 Contango Ore – Consent No. 7 and Amendment No. 13
to Credit and Guarantee Agreement
days by which payment of the Term Loans may be deferred shall not exceed ninety (90) days, (b) no Default or Event of Default shall have occurred or be continuing, (c) [Reserved], (d) the reason for such deferral shall be solely that processing of Minerals from the Project has been delayed and, as a result of such delay, the Refined Gold and Refined Silver have not been delivered to Peak’s Gold Metals Account (each such term as defined in the Toll Milling Agreement), and (e) the Administrative Agent shall have received a certificate of a Responsible Officer of Contango certifying that, in Contango’s reasonable opinion, after due inquiry, Refined Gold and Refined Silver (each such term as defined in the Toll Milling Agreement) will be delivered prior to the Deferred Date in an amount sufficient to pay the Deferred Amount in full; provided, further, that (i) in the event that the first cash distribution received from the Project Company immediately following the Amendment Agreement Effective Date is less than twenty-seven million U.S. Dollars ($27,000,000), (x) the principal amount set forth on Schedule 2.06 corresponding to the April 30, 2025 Payment Date shall be reduced by an aggregate amount equal to two million U.S. Dollars ($2,000,000) and (y) the principal amounts set forth on Schedule 2.06 corresponding to each of the September 30, 2025 and December 31, 2025 Payment Dates shall each be increased by an aggregate amount equal to one million U.S. Dollars ($1,000,000); (ii) immediately following the consummation of the Increase Effective Date Transactions and any adjustment to the Term Loan Commitment as a result thereof, the principal amounts set forth on Schedule 2.06 corresponding to (1) the March 31, 2027 Payment Date, shall be adjusted to reflect a principal amount equal to thirty-five percent (35%) and (2) the June 30, 2027 Payment Date, shall be adjusted to reflect a principal amount equal to sixty-five percent (65%), in each case, of the remaining unpaid aggregate principal amount following the consummation of the Increase Effective Date Transactions (less two million U.S. Dollars ($2,000,000); and (iii) in the event that the principal amount set forth on Schedule 2.06 corresponding to the June 30, 2027 Payment Date would exceed thirty million U.S. Dollars ($30,000,000), then the principal amount set forth on Schedule 2.06 corresponding to (A) the June 30, 2027 Payment Date, shall be reduced to equal thirty million U.S. Dollars ($30,000,000) and (B) the March 31, 2027 Payment Date, shall be increased by an amount equal to such reduction. All amounts repaid pursuant to this Section 2.06 shall permanently reduce the aggregate amount of Term Loan Commitments in an amount equal to the amount of such repayment. Upon any such reduction of Term Loan Commitments, the Term Loan Commitment of each Lender shall be reduced by such Lender’s ratable share of the amount of such reduction.”.
“(a) The Borrower agrees to pay to the Administrative Agent, for the account of each Lender, a commitment fee (the “Commitment Fee”) on the average daily Unused Commitment of such Lender, which shall accrue at a rate per annum equal to the Commitment Fee Rate during the period from and including the date hereof to but excluding the Commitment Termination Date; provided that no Commitment Fee shall be payable in respect of any Commitment provided on the Increase
AMERICAS/2023902354.2 5 Contango Ore – Consent No. 7 and Amendment No. 13
to Credit and Guarantee Agreement
Effective Date. Accrued Commitment Fees shall be payable in arrears on each Payment Date and on the Commitment Termination Date.”.
“SECTION 3.02 Conditions to All Borrowings. The obligation of each Lender to make Loans (including the initial Loan) is subject to the satisfaction of the following conditions in each instance; provided that the obligation of each Lender to make Loans on or after the Increase Effective Date shall be subject solely to the satisfaction of the conditions precedent set forth in clauses (c), (d), (e) and (g) of this Section 3.02, together with the receipt by the Administrative Agent of a written Borrowing Notice in accordance with the requirements hereof:”.
“(a) The Borrower shall use the proceeds of the Term Loans only to (i) finance equity contributions to be made by the Borrower to the Project Company, (ii) fund the Debt Service Reserve Account, (iii) without duplication of (i), to pay Corporate Costs in accordance with the then-current Corporate Budget and the Base Case Financial Model and (iv) pay any other amounts owing under or in connection with the Loan Documents, unless otherwise directed by all the Lenders. For the avoidance of doubt, the Borrower shall use the proceeds of the Term Loans made on or after the Increase Effective Date solely to (A) pay termination payments and any other amounts due and payable to the Hedge Providers under certain Required Hedge Agreements (as defined in this Agreement immediately prior to the Increase Effective Date) corresponding to the scheduled delivery dates occurring on each of (i) March 31, 2027, with respect to 10,000 ounces of gold and (ii) June 30, 2027, with respect to 5,000 ounces of gold, in each case, on or about the Increase Effective Date and (B) purchase put options corresponding to the scheduled delivery dates occurring on each of (i) March 31, 2027, with respect to 5,250 ounces of gold and (ii) June 30, 2027, with respect to 9,750 ounces of gold.”.
“(a) no later than five (5) Business Days after the Increase Effective Date, enter into and maintain at all times thereafter the Hedge Agreements with the Lenders or Affiliates of the Lenders in respect of fifteen thousand (15,000) ounces of gold in form and substance satisfactory to the Lenders (acting reasonably) and reflecting the terms set forth on Schedule 6.15 until the Maturity Date; and”.
AMERICAS/2023902354.2 6 Contango Ore – Consent No. 7 and Amendment No. 13
to Credit and Guarantee Agreement
AMERICAS/2023902354.2 7 Contango Ore – Consent No. 7 and Amendment No. 13
to Credit and Guarantee Agreement
AMERICAS/2023902354.2 8 Contango Ore – Consent No. 7 and Amendment No. 13
to Credit and Guarantee Agreement
AMERICAS/2023902354.2 9 Contango Ore – Consent No. 7 and Amendment No. 13
to Credit and Guarantee Agreement
[Signature page follows.]
AMERICAS/2023902354.2 10 Contango Ore – Consent No. 7 and Amendment No. 13
to Credit and Guarantee Agreement
IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer(s) to execute and deliver this Agreement as of the date first written above.
CORE ALASKA, LLC,
as Borrower
By:
/s/ Rick Van Nieuwenhuyse
Name: Rick Van Nieuwenhuyse
Title: Chief Executive Officer
CONTANGO SILVER & GOLD INC.,
as Guarantor
By:
/s/ Rick Van Nieuwenhuyse
Name: Rick Van Nieuwenhuyse
Title: Chief Executive Officer
CONTANGO LUCKY SHOT ALASKA, LLC,
as Guarantor
By:
/s/ Rick Van Nieuwenhuyse
Name: Rick Van Nieuwenhuyse
Title: Chief Executive Officer
CONTANGO MINERALS ALASKA, LLC,
as Guarantor
By:
/s/ Rick Van Nieuwenhuyse
Name: Rick Van Nieuwenhuyse
Title: Chief Executive Officer
CONTANGO MINING CANADA INC.,
as Guarantor
By:
/s/ Rick Van Nieuwenhuyse
Name: Rick Van Nieuwenhuyse
Title: Chief Executive Officer
[Signature Page to Contango Ore – Consent No. 7 and Amendment No. 13 to Credit and Guarantee Agreement]
ING CAPITAL LLC,
as Administrative Agent
By:
/s/ Remko van de Water
Name: Remko van de Water
Title: Managing Director
By:
/s/ Remco Meeuwis
Name: Remco Meeuwis
Title: Director
AMERICAS/2023902354.2 Exhibit A-1 Contango Ore – Consent No. 7 and Amendment No. 13
to Credit and Guarantee Agreement
EXHIBIT A
Amended Schedule I (Initial Lenders and Commitments) to the Existing Credit Agreement
SCHEDULE I
Initial Lenders and Commitments
LENDER |
CLOSING DATE COMMITMENT |
INCREASE EFFECTIVE DATE COMMITMENT1 |
ING Capital LLC |
$37,000,000 |
$19,227,483.28 |
Macquarie Bank Limited |
$28,000,000 |
$14,504,943.52 |
Total |
$65,000,000 |
$33,732,426.80 |
1 Pursuant to the definition of “Term Loan Commitment”, to be reduced on a dollar-for-dollar basis to equal the actual amount of costs incurred by the Borrower to consummate the Increase Effective Date Transactions.
AMERICAS/2023902354.2 Exhibit A-1 Contango Ore – Consent No. 7 and Amendment No. 13
to Credit and Guarantee Agreement
EXHIBIT B
Amended Schedule 2.06 (Loan Amortization Schedule) to the Existing Credit Agreement
SCHEDULE 2.06
Loan Amortization Schedule
Payment Date |
Amount |
Percentage |
7/31/2024 |
$2,000,000 |
2.134% |
10/31/2024 |
$5,900,000 |
6.295% |
1/31/2025 |
$13,800,000 |
14.723% |
4/30/2025 |
$8,200,000 |
8.748% |
7/31/2025 |
$7,000,000 |
7.468% |
10/31/2025 |
$8,500,000 |
9.068% |
12/31/2025 |
$0 |
0.000% |
3/31/2026 |
$1,000,000 |
1.067% |
6/30/2026 |
$1,000,000 |
1.067% |
9/30/2026 |
$1,000,000 |
1.067% |
12/31/2026 |
$1,000,000 |
1.067% |
3/31/2027 |
$15,516,349.38 |
16.554% |
6/30/2027 |
$28,816,077.42 |
30.743% |
Total |
$93,732,426.80 |
100.000% |
AMERICAS/2023902354.2 Exhibit B-1 Contango Ore – Consent No. 7 and Amendment No. 13
to Credit and Guarantee Agreement
EXHIBIT C
Amended Schedule 6.15 (Hedging Parameters) to the Existing Credit Agreement
SCHEDULE 6.15
Hedging Parameters
Required Hedge Agreements
The Borrower shall execute mandatory put option Hedge Agreements covering gold price exposure, as set out in the table below; provided that the Borrower may unwind such put option position one (1) month prior to the scheduled expiration therefor.
The Required Hedge Agreements will be entered into with each Lender or an Affiliate of a Lender.
The put options shall reflect (a) a strike price of not less than one thousand U.S. Dollars ($1,000) per ounce below the Gold Market Price at which the Hedge Agreements corresponding to the scheduled delivery dates occurring on each of (i) March 31, 2027, with respect to 10,000 ounces of gold and (ii) June 30, 2027, with respect to 5,000 ounces of gold 2027 Required Hedge Agreements are terminated and (b) a put price of not less than three thousand U.S. Dollars ($3,000) per ounce.
Date |
ING Ounces |
Macquarie Ounces |
Total Hedged Ounces |
3/31/2027 |
2,992 |
2,258 |
5,250 |
6/30/2027 |
5,557 |
4,193 |
9,750 |
Total |
8,549 |
6,451 |
15,000 |
Discretionary hedging
In addition to the Required Hedge Agreements, the Borrower may also execute discretionary Hedge Agreements related to its exposures to gold or silver prices, interest rates, diesel prices and/or foreign exchange currency (each, a “Discretionary Hedge”), subject to the limitations set forth in this Schedule.
(Counterparty) A Discretionary Hedge may only be entered into with a Lender or an Affiliate of a Lender.
(Hedge Limits – Metals) The Borrower shall not enter into Discretionary Hedges hedging more than 75% of gold and not more than 75% of silver in any calendar quarter (with reference to the Base Case Financial Model).
(Hedge Limits – Diesel, FX and Interest Rates) The Borrower shall not enter into Discretionary Hedges hedging more than 100% of diesel, foreign exchange or interest rate exposure in the next calendar quarter (with reference to the Base Case Financial Model) and not more than 70% of diesel, foreign exchange or interest rate exposure in any subsequent calendar quarter.
AMERICAS/2023902354.2 Exhibit C-1 Contango Ore – Consent No. 7 and Amendment No. 13
to Credit and Guarantee Agreement
(Documentation) Each Discretionary Hedge must comply with this Schedule and shall:
(Reporting) The Borrower shall report the terms of Required Hedges and Discretionary Hedges which the Borrower has entered into to the Administrative Agent for monitoring purposes within two Business Days following the Trade Date of any Required Hedge or Discretionary Hedge. In addition, the Borrower shall report within two Business Days to the Administrative Agent the terms of each Required Hedge or Discretionary Hedge that is early terminated or lapses
AMERICAS/2023902354.2 Exhibit C-2 Contango Ore – Consent No. 7 and Amendment No. 13
to Credit and Guarantee Agreement
Ex. 99.1
NEWS RELEASE
CONTANGO SILVER & GOLD
Contango Converts Remaining Hedge Contracts into Debt
FAIRBANKS, AK - (July 6, 2026) - Contango Silver & Gold Inc. ("Contango" or the "Company") (NYSE American/ TSX: CTGO) is pleased to announce that it has amended its credit facility (the “Amended Credit Facility”) to convert the remaining 15,000 ounces of hedged gold into debt with its existing lenders. As part of the Amended Credit Facility, the interest rate was reduced to approximately 7.40%.
Rick Van Nieuwenhuyse, the Company’s CEO, commented: “We viewed the recent pullback in gold prices as an opportunistic window to completely liquidate our hedge book. By converting the remaining 15,000 ounces of hedge contracts into debt, we have successfully removed the ceiling on our future cash flows from gold production. We are particularly bullish on gold’s macro trajectory from these levels, and our priority is to deliver full, unhedged exposure to rising gold prices directly to Contango shareholders. Operationally, Manh Choh is in a transitional phase as mining transitions from the North Pit to the South Pit and is poised to finish 2026 with higher-grade campaigns, perfectly setting the stage for a record-breaking, fully unhedged production year in 2027. Crucially, we retain the flexibility to repay this debt at any time, and we remain aggressively focused on paying down the credit facility ahead of schedule.”
Highlights of the Amended Credit Facility
Conference Call and Webcast
Contango will host a conference call and webcast to discuss the hedge conversion with CEO Rick Van Nieuwenhuyse and CFO Mike Clark on Monday, July 6, at 1:00pm EST / 10:00am PST.
Participants may join the webcast using the following call-in details: https://6ix.com/event/contango-silver-and-gold-update-on-hedges.
ABOUT CONTANGO
Contango is an NYSE American and TSX-listed mining company that engages in the exploration for and development of silver, gold, and associated minerals with a growth strategy focused on district-scale silver and gold exploration in British Columbia’s Golden Triangle funded by high-grade gold production in Alaska. The Company's flagship Canadian asset comprises approximately 247,000 acres (100,000 hectares) of prospective silver-gold mineral tenures in and around the Kitsault Valley, the southern cornerstone of the Golden Triangle. In Alaska, Contango holds a 30% interest in the Peak Gold JV, which leases approximately 675,000 acres of land for production and exploration 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 hold: (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) 100% ownership of 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; (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.
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. These Forward-looking Statements also include those relating to the Amended Credit Facility and its terms, the Company’s plans to repay that facility over time and potentially ahead of schedule, the conversion of the Company’s remaining hedges into debt and the resulting unhedged exposure to gold prices, management’s outlook on gold prices, the Company’s price protection strategy, and expectations for mining and production at Manh Choh through 2026 and into 2027. 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; risks relating to the Company’s indebtedness under the Amended Credit Facility, including its ability to service or repay that debt on or ahead of schedule and the effect of changes in interest rates; the Company’s unhedged exposure to gold prices and the effectiveness of its price protection strategy; and the Company’s ability to achieve anticipated production and grades at Manh Choh, which depends in part on the operator of the Peak Gold JV; 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