contango ore inc美股招股说明书(2025-09-25版)

Contango ORE, Inc. Shares of Common Stock Pre-Funded Warrants to PurchaseShares of Common StockUp toShares of Common Stock Underlying the Pre-Funded Warrants Contango ORE, Inc. (the “Company” or “Contango”) is hereby offering to sell an aggregate of shares of the Company’s commonstock, par value $0.01 per share (the “common stock”) and pre-funded warrants to purchaseshares of common stock (the “pre-funded warrants”) and the shares of common stock issuable from time to time upon exercise of the pre-funded warrants (the “WarrantShares”). The shares of common stock, the pre-funded warrants and the Warrant Shares are collectively referred to herein as our“securities.” The shares of common stock and the pre-funded warrants will be issued separately. The pre-funded warrants will be exercisableimmediately upon issuance until exercised in full and are exercisable for one share of our common stock. The purchase price of each pre-funded warrant equals the price per share at which shares of common stock are sold in the offering, minus $0.01, the exercise price of eachpre-funded warrant. This prospectus supplement to the accompanying prospectus of the Company which was declared effective by the Securities andExchange Commission (the “SEC”) on November27, 2024 (the “prospectus”) relates to the offering of the shares of common stock, thepre-funded warrants and the Warrant Shares. Our common stock is traded on the NYSE American under the symbol “CTGO”. The last reported sales price of our common stockon the NYSE American on September24, 2025 was $24.75 per share. There is no established public trading market for the pre-fundedwarrants, and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the pre-funded warrants on anynational securities exchange or other nationally recognized trading system. Without an active trading market, we expect the liquidity of thepre-funded warrants will be limited. INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORSDESCRIBED UNDER THE “RISK FACTORS” SECTION OF THIS PROSPECTUS SUPPLEMENT AND THEACCOMPANYING PROSPECTUS, AND IN THE DOCUMENTS WE INCORPORATE BY REFERENCE HEREIN, BEFOREYOU MAKE AN INVESTMENT IN OUR SECURITIES. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense. Table of Contents TABLE OF CONTENTS Prospectus Supplement About this Prospectus SupplementNotice Regarding Mineral DisclosureCautionary Statement Regarding Forward-Looking StatementsProspectus Supplement SummaryRisk FactorsUse of ProceedsDescription of SecuritiesDilutionUnderwritingCertain U.S. Federal Income Tax ConsequencesLegal MattersExpertsWhere You Can Find More InformationIncorporation by Reference Prospectus About This ProspectusNotice Regarding Mineral DisclosureCautionary Statement Regarding Forward-Looking StatementsProspectus SummaryRisk FactorsUse of ProceedsDescription of Capital StockDescription of Debt SecuritiesDescription of WarrantsDescription of Subscription RightsDescription of UnitsPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation By Reference Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document has two parts, a prospectus supplement and an accompanying prospectus, dated November15, 2024. This prospectus supplementand the accompanying prospectus are part of a registration statement that we filed with the SEC on November15, 2024, utilizing the SEC’s “shelf”registration process, and that was declared effective by the SEC on November27, 2024. Under this shelf registration process, we may, from time totime, sell common stock and other securities, of which this offering is a part. The first part of this prospectus supplement, including the documents incorporated by reference, describes the specific terms of this offering. Thesecond part, the accompanying prospectus, including the documents incorporated by reference, gives more general information, some of which may notapply to this offering. Generally, when we refer to the “prospectus,” we are referring to both parts combined. This prospectus supplement may add to,update or change information in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement or theaccompanying prospectus. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information containedin the accompanying prospectus or in any document incorporated by reference that was filed with the SEC before the date of this prospectus supplement,on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with astatement in another document having a late