Note 18 - Subsequent Events	3 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	18. Subsequent Events HighGold Acquisition On May 1, 2024, the Company entered into a definitive arrangement agreement (the “Arrangement Agreement”), by and among the Company, Contango Mining Canada Inc., a corporation organized under the laws of British Columbia and a wholly owned subsidiary of the Company, and HighGold Mining Inc., a corporation existing under the laws of the Province of British Columbia (“HighGold”), pursuant to which the Company intends to acquire 100% of the outstanding equity interests of HighGold (the “HighGold Acquisition”). Under the terms of the Arrangement Agreement, each HighGold share of common stock will be exchanged for 0.019 shares of Contango common stock (the “Exchange Ratio”) based on the VWAP of Contango shares on the NYSE American for the five-day period ending on May 1, 2024. The Exchange Ratio implies total consideration of approximately $0.40 per HighGold share and total HighGold equity value of approximately $37 million. Upon completion of the HighGold Acquisition, existing Contango shareholders will own approximately 85% and HighGold shareholders will own approximately 15% of the combined company. In connection with the HighGold Acquisition, Contango will grant to HighGold the right to appoint one director to Contango’s board of directors. Closing of the HighGold Acquisition is subject to customary closing conditions and is expected to occur in July 2024. The Arrangement Agreement contains customary representations, warranties and covenants and also includes indemnification provisions under which the parties have agreed to indemnify each other against certain liabilities. Avidian Alaska Acquisition On May 1, 2024, the Company entered into a stock purchase agreement (the “SPA”) with Avidian Gold Corp. (“Avidian”) pursuant to which Contango has agreed to purchase Avidian’s 100% owned Alaskan subsidiary, Avidian Gold Alaska Inc. (“Avidian Alaska”) for initial consideration of $2,400,000, with a contingent payment for up to $1,000,000 (the "Avidian Acquisition"). Contango will pay Avidian an initial purchase price of $2,400,000 consisting of (i) $400,000 in cash (the “Cash Consideration”) and (ii) $2,000,000 in shares of Contango common stock (the “Equity Consideration”). The Cash Consideration shall be paid in the following tranches: (i) a deposit $50,000 (paid) (ii) $150,000 due on the closing date, and (iii) $200,000 due on or before the 6-month anniversary of the closing date. The number of shares of common stock constituting the Equity Consideration will be determined based on Contango’s 10-day VWAP on the NYSE American immediately prior to the closing date. If Contango makes a positive production decision on either of the Amanita or Golden Zone properties within 120 months of the closing date, Contango will pay Avidian an additional $1,000,000 within thirty (30) days of such decision (the “Deferred Purchase Price”). The Deferred Purchase Price can be paid in either cash or shares of Contango at Contango’s sole discretion. If at any time prior to this production decision, within the 120-month period, Contango enters into a third-party transaction on any of the properties, Avidian will receive 20% of the consideration received by Contango (capped at $500,000 per property) credited against the total Deferred Purchase Price. The Transaction is subject to Avidian Shareholder approval, as well as the receipt of all required governmental and/or regulatory approvals, including that of the Toronto Venture Exchange and NYSE American. Should Avidian Shareholders not approve this transaction the Agreement will terminate and a termination fee of $175,000 will be paid to Contango, representing liquidated damages for the time, resources and opportunities lost in facilitating this transaction. Closing of the Avidian Acquisition is subject to customary closing conditions and is expected to occur in July 2024.

Note 18 - Subsequent Events

3 Months Ended

Mar. 31, 2024

18. Subsequent Events

HighGold Acquisition

On May 1, 2024, the Company entered into a definitive arrangement agreement (the “Arrangement Agreement”), by and among the Company, Contango Mining Canada Inc., a corporation organized under the laws of British Columbia and a wholly owned subsidiary of the Company, and HighGold Mining Inc., a corporation existing under the laws of the Province of British Columbia (“HighGold”), pursuant to which the Company intends to acquire 100% of the outstanding equity interests of HighGold (the “HighGold Acquisition”). Under the terms of the Arrangement Agreement, each HighGold share of common stock will be exchanged for 0.019 shares of Contango common stock (the “Exchange Ratio”) based on the VWAP of Contango shares on the NYSE American for the five-day period ending on May 1, 2024. The Exchange Ratio implies total consideration of approximately $0.40 per HighGold share and total HighGold equity value of approximately $37 million. Upon completion of the HighGold Acquisition, existing Contango shareholders will own approximately 85% and HighGold shareholders will own approximately 15% of the combined company. In connection with the HighGold Acquisition, Contango will grant to HighGold the right to appoint one director to Contango’s board of directors. Closing of the HighGold Acquisition is subject to customary closing conditions and is expected to occur in July 2024. The Arrangement Agreement

contains customary representations, warranties and covenants and also includes indemnification provisions under which the parties have agreed to indemnify each other against certain liabilities.

Avidian Alaska Acquisition

On May 1, 2024, the Company entered into a stock purchase agreement (the “SPA”) with Avidian Gold Corp. (“Avidian”) pursuant to which Contango has agreed to purchase Avidian’s 100% owned Alaskan subsidiary, Avidian Gold Alaska Inc. (“Avidian Alaska”) for initial consideration of $2,400,000, with a contingent payment for up to $1,000,000 (the "Avidian Acquisition"). Contango will pay Avidian an initial purchase price of $2,400,000 consisting of (i) $400,000 in cash (the “Cash Consideration”) and (ii) $2,000,000 in shares of Contango common stock (the “Equity Consideration”). The Cash Consideration shall be paid in the following tranches: (i) a deposit $50,000 (paid) (ii) $150,000 due on the closing date, and (iii) $200,000 due on or before the 6-month anniversary of the closing date. The number of shares of common stock constituting the Equity Consideration will be determined based on Contango’s 10-day VWAP on the NYSE American immediately prior to the closing date.

If Contango makes a positive production decision on either of the Amanita or Golden Zone properties within 120 months of the closing date, Contango will pay Avidian an additional $1,000,000 within thirty (30) days of such decision (the “Deferred Purchase Price”). The Deferred Purchase Price can be paid in either cash or shares of Contango at Contango’s sole discretion. If at any time prior to this production decision, within the 120-month period, Contango enters into a third-party transaction on any of the properties, Avidian will receive 20% of the consideration received by Contango (capped at $500,000 per property) credited against the total Deferred Purchase Price.

The Transaction is subject to Avidian Shareholder approval, as well as the receipt of all required governmental and/or regulatory approvals, including that of the Toronto Venture Exchange and NYSE American. Should Avidian Shareholders not approve this transaction the Agreement will terminate and a termination fee of $175,000 will be paid to Contango, representing liquidated damages for the time, resources and opportunities lost in facilitating this transaction. Closing of the Avidian Acquisition is subject to customary closing conditions and is expected to occur in July 2024.