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8-K2026-05-08· grok-4-1-fast-non-reasoning

CTGO · Contango Ore, Inc.

0001193125-26-214743

SEC filing

Summary

Contango Silver & Gold Inc. subsidiary entered a $16.1M purchase agreement on May 4, 2026, to acquire 100% of the Lucky Shot project assets from Alaska Hardrock Inc., eliminating a 2% NSR royalty.

Key takeaways

Full analysis

Contango Silver & Gold Inc., through its wholly-owned subsidiary Contango Lucky Shot Alaska, LLC, has executed a definitive Purchase and Sale Agreement dated May 4, 2026, with Alaska Hardrock Inc. to secure full ownership of the Lucky Shot project in Alaska's Willow Mining District. This transaction consolidates control over critical assets including patented and state mining claims (totaling approximately 8,588 acres), real properties (Lucky Shot Real Property and Scott’s Place Real Property), equipment such as the underground loader, and related improvements, free of encumbrances except as noted. The $16,074,000 purchase price structure minimizes immediate cash outlay with $2,009,250 already paid ($300,000 advance deposit plus $1,709,250 signing payment), balancing $4,064,750 cash at closing against a $10 million secured promissory note. The note's terms—5% interest payable annually on the closing anniversary, compounded monthly, with structured principal repayments of $2 million on the second and third anniversaries and the balance by May 4, 2030—provide financing flexibility while tying repayment to project milestones. Security via deeds of trust on acquired real property and mining claims aligns lender protections with asset value. A key strategic benefit is the assignment of AHI's lessor rights under the existing Lucky Shot lease, positioning LSA as both lessor and lessee, which economically extinguishes the 2% NSR royalty without formal termination, thereby enhancing future project economics by removing this ongoing production drag. Closing remains contingent on standard conditions like representations, due diligence, and consents, targeted no later than July 1, 2026, with Purchaser extension rights up to 30 days. Concurrently, Item 7.01 discloses positive initial results from the 2025/2026 underground drilling program (6,020 meters in 65 holes), confirming high-grade gold intercepts across L1c, L2, CK, and other veins (e.g., 74.20 g/t Au over 0.50m in LSU26064), supporting resource expansion and de-risking ahead of a planned H1 2027 feasibility study. This acquisition restores full project control, optimizes costs, and positions Lucky Shot for accelerated development, materially bolstering Contango's asset portfolio.