tango ORE(CTGO) - 2025 Q4 - Annual Report

PART I – FINANCIAL INFORMATION This section presents the company's unaudited financial information, including statements and management's discussion and analysis Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements for the periods ended June 30, 2025, including Balance Sheets, Statements of Operations, Cash Flows, and Stockholders' Equity, along with detailed explanatory notes Condensed Consolidated Balance Sheets This section provides the unaudited condensed consolidated balance sheets as of June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheets (Unaudited) | | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Total current assets | 38,862,072 | 22,079,169 | | Total long-term assets | 114,275,611 | 111,813,094 | | TOTAL ASSETS | 153,137,683 | 133,892,263 | | Total current liabilities | 82,108,661 | 75,754,564 | | Total non-current liabilities | 73,420,399 | 56,865,054 | | TOTAL LIABILITIES | 155,529,060 | 132,619,618 | | TOTAL STOCKHOLDERS' EQUITY/(DEFICIT) | (2,391,377) | 1,272,645 | Condensed Consolidated Statements of Operations This section presents the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Operations (Unaudited) | | Three Months Ended June 30, | Six Months Ended June 30, | | :--- | :--- | :--- | | | 2025 (USD) | 2024 (USD) | 2025 (USD) | 2024 (USD) | | Total expenses | (4,289,073) | (2,386,488) | (7,339,602) | (5,099,380) | | Income/(loss) from equity investment in Peak Gold, LLC | 27,326,184 | (695,633) | 49,646,218 | (835,886) | | Total income/(loss) from operations | 23,037,111 | (3,082,121) | 42,306,616 | (5,935,266) | | Loss on derivative contracts | (12,844,803) | (12,553,491) | (53,320,459) | (28,178,821) | | NET INCOME/(LOSS) | 15,924,865 | (18,545,753) | (6,623,460) | (39,042,992) | | Basic EPS | 1.26 | (1.90) | (0.55) | (4.03) | | Diluted EPS | 1.24 | (1.90) | (0.55) | (4.03) | Condensed Consolidated Statements of Cash Flows This section outlines the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Cash Flows (Unaudited) | | Six Months Ended June 30, | | :--- | :--- | :--- | | | 2025 (USD) | 2024 (USD) | | Net cash provided by (used in) operating activities | 36,936,388 | (6,855,143) | | Net cash used in investing activities | (159,870) | (27,247,167) | | Net cash provided by (used in) financing activities | (20,532,250) | 42,718,270 | | NET CHANGE IN CASH AND RESTRICTED CASH | 16,244,268 | 8,615,960 | | CASH AND RESTRICTED CASH, BEGINNING OF PERIOD | 20,315,522 | 15,737,391 | | CASH AND RESTRICTED CASH, END OF PERIOD | 36,559,790 | 24,353,351 | Condensed Consolidated Statements of Stockholders' Equity (Deficit) This section details the unaudited condensed consolidated statements of stockholders' equity (deficit) for the periods presented - Total stockholders' deficit increased from a surplus of $1.27 million at the end of 2024 to a deficit of $2.39 million as of June 30, 2025, primarily driven by a net loss of $6.62 million for the six-month period, partially offset by stock-based compensation and common stock issuances[17] Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed explanatory notes to the unaudited condensed consolidated financial statements, offering context and additional information - The company's Manh Choh Project is in the production stage, while all other projects are in the exploration stage, with the company holding a 30% interest in the Peak Gold JV which operates the Manh Choh Project[19][21] - As of June 30, 2025, the company has a working capital deficit of $43.2 million, but generated $36.9 million from operating activities and received $54.0 million in cash distributions from the Peak Gold JV, leading management to believe it has sufficient liquidity for the next twelve months[25] Investment in Peak Gold JV Roll-Forward | | Amount (USD) | | :--- | :--- | | Investment balance at Dec 31, 2024 | 60,523,622 | | Distributions received from Peak Gold, LLC (H1 2025) | (54,000,000) | | Income from equity investment in Peak Gold, LLC (H1 2025) | 49,646,218 | | Investment balance at June 30, 2025 | 56,169,840 | Peak Gold JV Net Income/(Loss) (100% Basis) | | Three Months Ended June 30, 2025 (USD) | Six Months Ended June 30, 2025 (USD) | | :--- | :--- | :--- | | Revenue | 195,062,829 | 363,292,223 | | Gross profit | 109,471,334 | 199,078,004 | | Net Income | 91,087,279 | 165,487,392 | Debt Summary (as of June 30, 2025) | Debt Instrument | Principal Amount (USD) | Debt, net (USD) | | :--- | :--- | :--- | | Secured Debt Facility | 30,100,000 | 28,884,007 | | Unsecured, Subordinated Convertible Debenture | 20,000,000 | 19,659,056 | | Total Debt, net | 50,100,000 | 48,543,063 | - The company has hedging agreements for the sale of an aggregate of 124,600 ounces of gold, with 74,800 ounces remaining to be delivered through June 2027 at a weighted average price of $2,007 per ounce[79][80] Derivative Liability (Fair Value) | | June 30, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | Derivative Liability - current | 59,731,655 | 29,076,582 | | Derivative Liability - noncurrent | 40,542,862 | 28,615,525 | | Total Derivative Liability | 100,274,517 | 57,692,107 | - The company operates two segments: Peak Gold JV and Exploration, with the Peak Gold JV segment generating $49.6 million in equity investment income and the Exploration segment incurring $1.5 million in expenses for the six months ended June 30, 2025[105][106] Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial condition and results of operations, comparing the three and six months ended June 30, 2025, to the same periods in 2024, covering project highlights, operational analysis, liquidity, and non-GAAP measures - The Manh Choh Project commenced ore processing in July 2024, and the company received $54.0 million in cash distributions from the Peak Gold JV in the first half of 2025[117] Manh Choh Production (Contango's 30% Share) | Period | Recovered Gold (oz) | Gold Delivered to Contango (oz) | | :--- | :--- | :--- | | Q1 2025 | 19,500 | 17,382 | | Q2 2025 | 15,700 | 17,764 | - An Initial Assessment for the Johnson Tract Project outlined a potential seven-year mine life with a post-tax NPV5 of $224.5 million and an IRR of 30.2%, based on an All-In Sustaining Cost (AISC) of $860 per gold equivalent ounce[121][128] Comparison of Results of Operations (Six Months Ended June 30) | | 2025 (Millions USD) | 2024 (Millions USD) | Change (Millions USD) | | :--- | :--- | :--- | :--- | | Exploration Expense | 1.5 | 0.1 | +1.4 | | General & Admin Expense | 5.6 | 4.7 | +0.9 | | Income/(Loss) from Peak Gold JV | 49.6 | (0.8) | +50.4 | | Loss on Derivative Contracts | (53.3) | (28.2) | +(25.1) | | Net Loss | (6.6) | (39.0) | +32.4 | - As of June 30, 2025, the company had $36.5 million in cash, and management anticipates probable distributions from the Peak Gold JV will provide sufficient liquidity for working capital and debt repayment obligations over the next twelve months[154][157] Peak Gold JV Non-GAAP Costs per Ounce Sold (H1 2025) | Metric | Amount per Ounce (USD) | | :--- | :--- | | Cash Cost on a By-product Basis | 1,375 | | AISC on a By-product Basis | 1,462 | Quantitative and Qualitative Disclosures about Market Risk The company, classified as a "smaller reporting company," is exempt from the requirement to provide quantitative and qualitative disclosures about market risk - As a "smaller reporting company," the Company is not required to provide this information[162] Controls and Procedures Management, including the principal executive and financial officers, evaluated the company's disclosure controls and procedures and concluded they were effective at a reasonable assurance level as of June 30, 2025, with no material changes to internal control over financial reporting identified during the quarter - Based on an evaluation as of the end of the period, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective at the reasonable assurance level[163] - There were no changes in internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, these controls[164] PART II – OTHER INFORMATION This section provides additional information beyond the financial statements, including legal proceedings, risk factors, and other disclosures Legal Proceedings This section details legal challenges related to the Manh Choh and Johnson Tract projects, with dismissals for Manh Choh complaints and a new challenge to the Johnson Tract project's Clean Water Act permit where the company is intervening - The lawsuit filed by the Committee for Safe Communities regarding the Manh Choh ore haul plan was dismissed in May 2025[167] - The complaint from the Village of Dot Lake against the U.S. Army Corps of Engineers concerning a wetlands permit for the Manh Choh mine was dismissed in July 2025[168] - A lawsuit has been filed by several groups challenging the Clean Water Act Section 404 permit for the Johnson Tract project, and the company has filed a motion to intervene as a defendant to protect its legal rights and significant investment[169] Risk Factors The company states there have been no material changes to the risk factors previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 - There have been no material changes in the company's risk factors from those described in the Annual Report on Form 10-K for the year ended December 31, 2024[170] Unregistered Sales of Equity Securities and Use of Proceeds The company reports no unregistered sales of equity securities during the period covered by this report - None[171] Mine Safety Disclosures The company is not required to provide mine safety disclosures because it does not operate the Manh Choh mine, and all its other projects are in the exploration stage, thus not subject to MSHA regulation - The Company does not operate the Manh Choh mine and its other projects are in the exploration stage, therefore its operations were not subject to MSHA regulation, and no disclosure is required[173] Other Information During the six months ended June 30, 2025, no director or officer of the company adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the six months ended June 30, 2025[174] Exhibits This section provides a list of all exhibits filed as part of the Form 10-Q, including certifications by the Principal Executive Officer and Principal Financial Officer, and financial statements formatted in Inline XBRL - The exhibits filed with this Form 10-Q include CEO and CFO certifications pursuant to Rules 13a-14, 15d-14, and 18 U.S.C. 1350, as well as financial statements formatted in Inline XBRL[177]