Contango ORE Inc 2025年度报告

FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For fiscal year ended December 31, 2025ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reportingunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒As of June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates (based upon the closing sale price of such common stock as reported on the NYSE American) was $395,263,918. As of March 16, 2026, there were 16,821,321 shares of the registrant’s common stock outstanding.Documents Incorporated by Reference The information required by Items 10, 11, 12, 13 and 14 of Part III has been omitted from this report and is incorporated by reference from the registrant's proxy statement or will beincluded in an amendment to this Annual Report on Form 10-K, to be filed not later than 120 days after the close of its fiscal year. CONTANGO ORE, INC.ANNUAL REPORT ON FORM 10-KFOR THE PERIOD ENDED DECEMBER 31, 2025TABLE OF CONTENTS Item 1.BUSINESS5Item 1A.RISK FACTORS8Item 1B.UNRESOLVED STAFF COMMENTS16Item 1C.CYBERSECURITY17Item 2.PROPERTIES17Item 3.LEGAL PROCEEDINGS52Item 4.MINE SAFETY DISCLOSURES53Item 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES54Item 6.RESERVED54Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS55Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK61Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA61Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE61Item 9A.CONTROLS AND PROCEDURES61Item 9B.OTHER INFORMATION62Item 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS62Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE63Item 11.EXECUTIVE COMPENSATION63Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS63Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE63Item 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES63Item 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES64 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Some of the statements made in this report may contain “forward-looking statements” within the meaning of Section 27A ofthe Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. The words and phrases “shouldbe”, “will be”, “believe”, “expect”, “anticipate”, “estimate”, “forecast”, “goal” and similar expressions identify forward-lookingstatements and express expectations about future events. Any statement that is not a historical fact is a forward-looking statement.These include such matters as: •The Company’s financial position; •Business strategy, including outsourcing;•Impacts from the Company’s future acquisition of new mining properties or businesses, including the pending mergerwith Dolly Varden Silver Corporation;•Meeting the Company’s forecasts and budgets;•Anticipate