Form 8-K
8-K — Contango Silver & Gold Inc.
Accession: 0001502377-26-000005
Filed: 2026-04-13
Period: 2026-04-13
CIK: 0001502377
SIC: 1040 (GOLD & SILVER ORES)
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — ctgo-20260413.htm (Primary)
EX-99.1 (ctgo-ex99_1.htm)
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8-K
8-K (Primary)
Filename: ctgo-20260413.htm · Sequence: 1
8-K
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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): April 13, 2026
Contango Silver & Gold 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) 388-7770
(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 April 13, 2026, Contango Silver & Gold Inc. (the “Company”) issued a press release announcing that its shares of common stock ("Common Shares") were approved for listing on the Toronto Stock Exchange (''TSX'') and were posted for trading on the TSX effective April 13, 2026, and will trade under the trading symbol ''CTGO''. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of 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 April 13, 2026.
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 SILVER & GOLD INC.
Date:
April 13, 2026
By:
/s/ Mike Clark
Chief Fiancial Officer and Secretary
EX-99.1
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EX-99.1
NEWS RELEASE
CONTANGO SILVER & GOLD INC.
Contango Announces Listing on Toronto Stock Exchange
FAIRBANKS, AK / VANCOUVER, BC -- (April 13, 2026) -- Contango Silver & Gold Inc. (“Contango” or the “Company”) (NYSE American/TSX: CTGO) is pleased to announce that its shares of common stock ("Common Shares") have been approved for listing on the Toronto Stock Exchange (''TSX'') and have been posted for trading on the TSX effective April 13, 2026, and will trade under the trading symbol ''CTGO''. The CUSIP number will be 21077F100, the same CUSIP as the Common Shares currently traded on the New York Stock American Exchange ("NYSE American").
Rick Van Nieuwenhuyse, CEO, stated “We are pleased to have our Common Shares listed on the TSX, a premier global market for the metals and mining industry. Canada’s investment community possesses a deep, fundamental understanding of the resource space, making the TSX the natural home for our Company as we scale. With our strong cash flows from our Manh Choh operations and exceptional growth pipeline of high-grade silver and gold projects located in Alaska and British Columbia, we believe Canadian investors will find Contango a compelling investment opportunity. This listing is a significant milestone that aligns with our commitment to the Kitsault Valley project in British Columbia. We look forward to leveraging this increased visibility and liquidity to drive our exploration and development programs forward, continuing our growth as a key player in the Canadian mining landscape.''
The exchangeable shares (the “Exchangeable Shares”) of Dolly Varden Silver Corporation, an indirect wholly owned subsidiary of the Company (“ExchangeCo”), are not being listed on any exchange. Any holder of Exchangeable Shares who wishes to trade Exchangeable Shares should exercise their right to exchange their Exchangeable Shares for Common Shares. The Exchangeable Shares cannot be transferred to a third party except with the express consent of the Company, and the Company will not provide that consent unless permitted to by the TSX. To that end, the Company and ExchangeCo have provided the following undertakings to the TSX:
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•
ExchangeCo will not permit the transfer of any Exchangeable Shares without TSX’s prior written approval, other than transfers (a) pursuant to operation of applicable laws related to insolvency, wills and estates or division of family property, or (b) to 1566002 B.C. Unlimited Liability Corporation, an indirect wholly owned subsidiary of the Company, in accordance with the exchange procedures set out in ExchangeCo’s articles after receiving a valid notice of exchange from a holder of Exchangeable Shares and only in order to effect the requested exchange.
•
ExchangeCo will not authorize the issuance of any Exchangeable Shares without the TSX’s prior written approval.
•
Contango will take all necessary steps through the exercise of its voting rights as the sole voting shareholder of ExchangeCo to enforce the undertakings described above.
•
Contango will publicly disclose the undertakings described above in this press release and in its annual filings for so long as the Exchangeable Shares are outstanding.
ABOUT CONTANGO
Contango is a NYSE American and TSX listed company that engages in the exploration for and development and production of gold and associated minerals in Alaska and in the Golden Triangle in British Columbia. 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, 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) a lease on 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, from the underlying owner, Alaska Hardrock Inc., (iii) mineral rights to approximately 145,000 acres of State of Alaska mining claims, (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, and (v) mineral tenures of approximately 247,000 acres (100,000 ha) located in and around the Kitsault Valley in the Golden Triangle of northwest British Columbia.
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 any anticipated benefits of listing on the TSX, 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. The Forward-looking Statements regarding Contango are intended to be covered by the safe harbor for
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“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; 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 Inc.
Rick Van Nieuwenhuyse
(907) 388-7770
www.contangoore.com
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