Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On November 13, 2026, Contango Silver & Gold Inc. (the "Company") entered into a Controlled Equity Offering^SM Sales Agreement (the "Sales Agreement") with Cantor Fitzgerald & Co. (the "Lead Agent") and ATB Capital Markets USA Inc., BTIG, LLC, Canaccord Genuity LLC, Haywood Securities Inc., National Bank Financial Inc., Freedom Capital Markets, Maxim Group LLC, and Research Capital USA Inc. (the "Co-Agents" and, collectively with the Lead Agent, the "Agents") , pursuant to which the Company may offer and sell from time to time shares of the Company's common stock, par value $0.01 per share (the "Shares"), having an aggregate offering price of up to $75,000,000 through the Agents.

The offer and sale of the Shares has been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Company's shelf registration statement on Form S-3ASR (File No. 333-297038), filed with the Securities and Exchange Commission (the "Commission") on June 25, 2026, which became effective automatically upon filing. The Company is filing a prospectus supplement, dated November 13, 2026, relating to the offer and sale of the Shares pursuant to the Sales Agreement.

Sales of the Shares, if any, pursuant to the Sales Agreement may be made in transactions that are deemed to be "at the market offerings" as defined in Rule 415(a)(4) under the Securities Act. Subject to the terms and conditions of the Sales Agreement, the Agents will use their commercially reasonable efforts consistent with their normal trading and sales practices to sell the Shares from time to time based upon the Company's instructions. The Company is not obligated to sell any Shares under the Sales Agreement.

The Company will pay the Agents a commission of up to 3.00% of the gross proceeds from each sale of Shares made through the Agents pursuant to the Sales Agreement. The Sales Agreement contains customary representations, warranties and agreements by the Company, customary indemnification obligations of the Company and the Agents against certain liabilities, including liabilities under the Securities Act, and customary termination provisions.

The foregoing description of the Sales Agreement is qualified in its entirety by reference to the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

A copy of the opinion of Cozen O'Connor relating to the validity of the Shares that may be sold pursuant to the Sales Agreement is filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any Shares, nor shall there be any sale of the Shares in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.