Form 8-K

8-K — Contango Silver & Gold Inc.

Accession: 0001193125-26-276058

Filed: 2026-06-18

Period: 2026-06-18

CIK: 0001502377

SIC: 1040 (GOLD & SILVER ORES)

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ctgo-20260618.htm (Primary)

EX-99.1 (ctgo-ex99_1.htm)

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8-K

8-K (Primary)

Filename: ctgo-20260618.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): June 18, 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 5.07 Submission of Matters to a Vote of Security Holders.

On June 18, 2026, at the annual meeting of stockholders (the “Annual Meeting”) of Contango Silver & Gold Inc. (the “Company”), the Company’s stockholders were asked to consider and vote upon the following proposals:

To elect seven persons to serve as directors of the Company until the annual meeting of stockholders in 2027;

To ratify the appointment of Baker Tilly US, LLP as the independent auditors of the Company for the fiscal year ending December 31, 2026;

To conduct a non-binding advisory vote to approve the compensation of the Company’s named executive officers; and

To conduct a non-binding advisory vote on the frequency of the advisory vote on the compensation of the company’s named executive officers.

As of April 30, 2026, the record date for the Annual Meeting, the Company had outstanding 30,749,670 shares of Common Stock and 1,594,988 exchangeable shares.

Summarized below are final results of the matters voted on at the Annual Meeting:

Proposal 1: Each of the director nominees was elected to the Board to serve as a director until the 2027 annual meeting of stockholders of the Company and until his respective successor is duly elected and qualified.

Name

For

Withheld

Broker Non-Votes

Clynton Nauman

14,417,465

228,281

3,216,629

Rick Van Nieuwenhuyse

14,464,535

181,211

3,216,629

Shawn Khunkhun

13,963,086

682,660

3,216,629

Michael Cinnamond

13,933,375

712,371

3,216,629

Tim Clark

14,427,965

217,781

3,216,629

Darren Devine

14,027,615

618,131

3,216,629

Brad Juneau

9,532,864

5,112,882

3,216,629

Proposal 2: The stockholders ratified the appointment of Baker Tilly US, LLP as the independent auditors of the Company for the fiscal year ending December 31, 2026.

For

Against

Abstain

Broker Non-Votes

17,784,572

42,963

34,840

Proposal 3: The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.

For

Against

Abstain

Broker Non-Votes

13,099,487

1,479,740

66,519

3,216,629

Proposal 4: The stockholders approved, on a non-binding advisory, the frequency of the advisory vote on the compensation of the company’s named executive officers. In light of these results, the Board determined that the Company will hold an advisory vote on the compensation of the Company’s named executive officers every year. The Company will re-evaluate this determination in connection with its next stockholder advisory vote regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers at the Company’s annual meeting of stockholders in 2032.

1 Year

2 Years

3 Years

Abstain

Broker Non-Votes

13,135,398

1,299,463

89,695

121,190

3,216,629

No other business properly came before the Annual Meeting.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on June 18, 2026 relating to the results of the Annual Meeting. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description of Exhibit

99.1

Press Release of the Company, dated June 18, 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:

June 18, 2026

By:

/s/ Mike Clark

Chief Financial Officer

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EX-99.1

NEWS RELEASE

CONTANGO SILVER & GOLD

Contango Announces Results of the 2026 Virtual Annual Meeting of Stockholders

FAIRBANKS, AK -- (June 18, 2026) -- Contango Silver & Gold Inc. (“Contango” or the “Company”) (NYSE American: CTGO / TSX: CTGO) is pleased to announce that at the Company’s annual meeting of stockholders held on June 18, 2026 the following directors were elected to serve until the 2027 annual meeting of stockholders:

Clynton Nauman

Rick Van Nieuwenhuyse

Shawn Khunkhun

Michael Cinnamond

Tim Clark

Darren Devine

Brad Juneau

The following proposals were also approved by the stockholders:

The ratification of the appointment of Baker Tilly US, LLP as the independent auditors of the Company for the fiscal year ending December 31, 2026;

The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers; and

The approval, on a non-binding advisory basis, of one-year (annual basis) as the frequency of the advisory vote on the compensation of the Company’s named executive officers.

ABOUT CONTANGO

Contango is an NYSE American and TSX listed company that engages in the exploration for and development and production of gold and associated minerals in Alaska and 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 that are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. These include statements regarding 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. Such statements are based on Contango’s current expectations and include 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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