{"url_path":"/sec/ctgo/8-k/2026-05-08/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1502377/0001193125-26-214743-index.html","accession_number":"0001193125-26-214743","cik":"0001502377","ticker":"CTGO","issuer_name":"Contango Silver & Gold Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1502377/0001193125-26-214743-index.html","primary_entity_key":"0001502377","primary_entity_name":"Contango Silver & Gold Inc."},"word_count":383,"has_tables":true,"body_markdown":"## Item 1.01 Entry into a Material Definitive Agreement.\n\nOn May 4, 2026, Contango Lucky Shot Alaska, LLC (“LSA”), a wholly-owned subsidiary of Contango Silver & Gold Inc. (“Contango” or the “Company”), entered into a purchase and sale agreement (the “Purchase Agreement”) and executed a promissory note (the “Promissory Note”) with Alaska Hardrock Inc. (“AHI”) to acquire 100% ownership of the Company’s Lucky Shot project, located in the Willow Mining District about 75 miles north of Anchorage, Alaska (“Lucky Shot”). Pursuant to the Purchase Agreement, the Company purchased from AHI the underlying real property, mining claims and mining equipment. The consideration totaled $16,074,000, comprised of the following:\n\n•\nCash deposit of $300,000 (paid);\n\n•\nCash payment of $1,709,250 due on signing of the Purchase Agreement (paid);\n\n•\nCash payable of $4,064,750 due on closing, which is expected to occur no later than July 1, 2026 (the “Closing Date”); and\n\n•\nPromissory Note of $10 million.\n\nThe Company is required to pay interest on the outstanding principal balance of the Promissory Note annually on the anniversary of the Closing Date at a rate of 5%, compounded monthly. Principal repayments of $2,000,000 are due on the second and third anniversaries of the Closing Date, with the remaining principal balance due on the fourth anniversary of the Closing Date, or May 4, 2030. The Promissory Note is secured by real property, mining claims, and other assets acquired by LSA from AHI.\n\nAs additional consideration of the Purchase Agreement, AHI assigned its rights as the lessor under the Lucky Shot lease agreement (the “Lease Agreement”), which includes a 2% net smelter returns royalty (the “NSR Royalty”) payable to AHI, to LSA. Post-assignment, LSA will be both the lessor and the lessee under the Lease Agreement. Thus, although the Lease Agreement was not terminated (due to remedies available to AHI in an event of default as defined in the Promissory Note), the 2% NSR Royalty contained in the Lease Agreement was effectively terminated from an economic perspective.\n\nThe foregoing description of the Purchase Agreement (which includes the Promissory Note as an exhibit) does not purport to be complete and is qualified in its entirety by reference to the terms of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference."}