Contango ORE, Inc.
1502377
Sep 26, 2025, 08:01 PM
0001193125-25-220431
Items (3)
Item 1.01 Entry into a Material Definitive Agreement. Underwritten Offering On September 25, 2025, Contango ORE, Inc. (the “ Company”) entered into an underwriting agreement (the “ Underwriting Agreement”) with Canaccord Genuity LLC as representative of the several underwriters named therein, relating to an underwritten public offering to two institutional investors (the “ Offering”) of (i) 1,975,000 shares (the “ Shares”) of the Company’s common stock, $0.01 par value (the “ Common Stock”), at a public offering price of $20.00 per share and (ii) a pre-fundedwarrant to purchase up to 525,000 shares of Common Stock (the“ Pre-FundedWarrant”), at a purchase price of $19.99 per share with an exercise price of $0.01 per share. The Company estimates that the net proceeds from the Offering will be approximately $47.5 million after deducting underwriting discounts and commissions. The Company intends to use the net proceeds (after the payment of any offering expenses and/or underwriting discounts and commissions) from the sale of the Common Stock and Pre-FundedWarrant to advance its fully permitted Lucky Shot Project to a mine production decision over the next two years by completing underground and surface-based drilling and underground development work. Proceeds will also be used to advance its Johnson Tract Project, subject to receipt of appropriate permits, by mobilizing all equipment necessary to complete road construction to the planned portal, winterizing the project’s camp for year-round operations, starting construction of an exploration tunnel in order conduct advanced exploration drilling, and completing a feasibility-level mine plan. Ongoing permitting activities will continue throughout a mine evaluation stage. Any remaining proceeds will also be used for general corporate purposes, including working capital. The Offering was made pursuant to the Company’s effective shelf registration statement on FormS-3(FileNo. 333-283285), filed on November 15, 2024, that was declared effective by the Securities and Exchange Commission on November 27, 2024, and a related base prospectus and prospectus supplement thereunder.
Item 8.01 Other Events. On September 25, 2025, the Company issued a press release announcing that it had priced the Offering. A copy of the press release is attached as Exhibit 99.1 hereto, and is incorporated herein by reference. On September 26, 2025, the Company issued a press release announcing that it had closed the Offering. A copy of the press release is attached as Exhibit 99.2 hereto, and is incorporated herein by reference. A copy of the legal opinion and consent of Holland & Knight LLP relating to the Shares and the Pre-FundedWarrant is attached as Exhibit 5.1 hereto.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 1.1 Underwriting Agreement between Contango Ore, Inc. and Canaccord Genuity LLC, dated September 25, 2025. ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 4.1 Form of Pre-Funded Warrant. 5.1 Opinion of Holland & Knight LLP. 23.1 Consent of Holland & Knight LLP (contained in Exhibit 5.1). 99.1 Press Release of the Company, dated September 25, 2025. 99.2 Press Release of the Company, dated September 26, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).