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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): October 02, 2025

 

 

Contango Ore, 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) 888-4273

 

 

(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 7.01 Regulation FD Disclosure.

On October 2, 2025, Contango Ore, Inc. (the “Company”) issued a press release, announcing 17,000 ounces of gold production from its third campaign of 2025 and $33.0 million in cash distributions to Contango from the Peak Gold JV. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is available on the Company’s website at www.contangoore.com.

The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the 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

99.1

Press Release of the Company, dated October 2, 2025.

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 ORE, INC.

 

 

 

 

Date:

October 2, 2025

By:

/s/ Mike Clark

 

 

 

Chief Financial Officer and Secretary

 


EX-99.1 2 ctgo-ex99_1.htm EX-99.1 EX-99.1

img262433452_0.jpg

NEWS RELEASE

CONTANGO ORE, INC.

 

Contango Announces Production of 17,000 ounces of Gold and $33 Million Cash Distribution from Campaign 3-2025 from the Peak Gold JV

 

FAIRBANKS, AK -- (October 2, 2025) -- Contango ORE, Inc. (“Contango” or the “Company”) (NYSE American: CTGO) is pleased to announce that the Peak Gold JV has completed its third production campaign for 2025 (“Campaign #3-2025”), with Contango’s share of production equal to approximately 17,000 ounces (“oz”) of gold. The Company is also pleased to report that the Peak Gold JV made a cash distribution to Contango in the amount of $33 million (“M”), bringing the total cash distributions from the Peak Gold JV to $87 M for Contango’s share received year to-date.

 

Campaign #3-2025 operated by the Peak Gold JV from August 12, 2025 through September 15, 2025 and on a 100% basis processed approximately 287,000 tons of ore with an average grade of 0.214 oz per ton containing approximately 61,400 oz of gold. Gold recovery averaged 92.5%, resulting in approximately 56,800 oz of recovered gold, of which Contango’s 30% share amounts to approximately 17,000 oz of gold.

 

Rick Van Nieuwenhuyse, the Company’s President and CEO stated, “On September 15th, the Peak Gold JV completed processing the third Campaign of 2025, with Contango’s 30% share of production totaling just over 17,000 ounces of gold – once again exceeding the Company’s original guidance of 15,000 ounces of gold production. This campaign processed approximately 287,000 tons of ore at an average head grade delivered to the mill at 0.214 ounces per ton. It was another above guidance quarter for the Company.”

 

Additionally, the Peak Gold JV is currently running a test campaign of blended Manh Choh and Fort Knox ores at approximately a 1:10 ratio to test the viability of blending the low-grade oxide Manh Choh ore with standard mill feed grade Fort Knox ore to see how the material flows through the circuit. This test will also be an opportunity to evaluate the possibility of delivering more Manh Choh ounces at a lower cost to the Peak Gold JV. The test is ongoing and is expected to be completed in early October. We plan to report on the results once the test results are completed and evaluated for efficiencies.

 

 

 

 

Repayments of Debt, Reduction of Hedge Contracts, and Other News

 

 


 

As of October 1, 2025, the Company has delivered into the October 31st, 2025 hedge contracts using a Carry-Trade, resulting in a net hedge contract balance of 49,300 ounces of gold as of the date of this release. In addition, the Company repaid early $8.5 M on the Credit Facility (the “Facility”), reducing the outstanding principle balance by 37% to $14.6 M.

 

Mr. Van Nieuwenhuyse stated, “The Company continues to deliver into its hedge contracts, which now sit at 49,300 ounces, as well as paying down our debt which sits at $14.6 million. We will continue to aggressively deliver into our hedge book and look to be debt and hedge free under our credit facility in 2026. With our recent financing the Company has a strong balance sheet to advance our two development-stage assets, Lucky Shot and Johnson Tract, to production decisions from internally generated cash flow. Our objective is to triple our production from its current 60,000 ounces annually to 200,000 gold equivalent ounces over the next five years. We aim to deliver exceptional shareholder returns by executing one of the strongest growth profiles in the industry – all funded internally. We are currently engaging an underground drill contractor to mobilize a rig to Lucky Shot and we expect to be drilling before the end of the month. We anticipate a 15,000 meter underground drill program drilling short holes (~30 meters in length) starting in the West Drift of the Enserch Tunnel. We expect the drill program, along with underground development drill access, to take 12 to 18 months to complete. From there we will develop a mine plan that we will target delivering 30,000 to 40,000 ounces of gold production annually using our Direct Shipping Ore (DSO) model. We have several alternative options we are evaluating as opportunities to process the run-of-mine ore from Lucky Shot. First things first – the drilling to define a resource and then an appropriate DSO mine plan. Meanwhile, we continue to advance our Johnson Tract project through the permitting stage. We expect to report on our specific plans once permits are in hand to proceed with constructing a tunnel to access the Johnson Tract orebody from underground.”

 

We are pleased to announce that on September 25, 2025, the Village of Dot Lake has dismissed their lawsuit against the United States Army Corp of Engineers (USACOE) to which the Peak Gold, LLC was an intervenor-defendant. We are pleased with this dismissal and its favorable implications for the Manh Choh project.

 

Mr. Van Nieuwenhuyse continued, “Based on year-to-date results and projections going forward, we now expect cash distributions for 2025 from the Peak Gold JV to be in excess of $100 million, assuming a $3,500 per ounce spot gold price for the remainder of 2025. This higher-than-expected cash flow will be used to strengthen our cash position and reduce debt. We will continue to opportunistically reduce our hedge contracts.”

 

CONFERENCE CALL AND WEBCAST

Contango will host a conference call and webcast to discuss the third campaign results on Friday, October 3, 2025, at 12:00pm EST / 9:00am PST. Participants may join the webcast using the following call-in details: https://6ix.com/event/contango-update-on-manh-choh-third-campaign-production-results

 

ABOUT CONTANGO

 

Contango is a NYSE American listed company that engages in exploration for gold and associated minerals in Alaska.

 

 


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 from the underlying owner, CIRI Native Corporation, (ii) a lease on the Lucky Shot project from the underlying owner, Alaska Hardrock Inc., (iii) 100% ownership of approximately 8,600 acres of peripheral State of Alaska mining claims, and (iv) a 100% interest in approximately 145,000 acres of State of Alaska mining claims that 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 statements regarding Contango that 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”, “potential”, “possible”, “probable”, or “intends”, or stating that certain actions, events or results “may”, “will”, “should”, or “could” be taken, occur or be achieved). 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 and 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 exploration program 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 ORE, Inc.
Rick Van Nieuwenhuyse

 

 


(907) 888-4273

www.contangoore.com