UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Explanatory Note
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of Officers.
On April 3, 2026, the Company and Mr. Khunkhun entered into an employment agreement (the “Employment Agreement”), with retroactive effect as of March 25, 2026, outlining the terms of Mr. Khunkhun’s service as the President of the Company.
Pursuant to his Employment Agreement, Mr. Khunkhun will receive a base salary of $450,000 per annum. Mr. Khunkhun will be entitled to receive short-term incentive plan and long-term incentive plan bonuses and awards that will be paid in the form restricted stock units and/or options, which will be set forth in plans and agreements adopted, or to be adopted, by the Board. He will also receive 12 months of his regular base salary, all bonus amounts paid in the 12 months preceding the termination, and reimbursement for the premiums reasonably necessary to obtain individual health insurance coverage for 12 months following the termination or the date he becomes eligible for group health insurance coverage through subsequent employment as severance benefits in the event that his employment with the Company is terminated by the Company other than for just cause or he resigns due to a material, uncured breach of the Employment Agreement by the Company. He is also entitled to enhanced severance benefits if he terminates his employment within 30 days following a change of control. Any payment of severance benefits to him under the Employment Agreement is conditioned on his delivery of a full and final release of all actions and claims in favor of the Company and his compliance with all applicable restrictive covenants under his Employment Agreement.
The above summary of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1, and incorporated herein by reference.
(d) Election of New Directors.
On April 2, 2026, at a meeting of the Board, the Board appointed Mr. Clark to serve on the Audit Committee and Nominating and Corporate Governance Committee and Mr. Devine to serve on the Compensation Committee and Nominating and Corporate Governance Committee, effective immediately. The Board has determined that Mr. Clark is independent for purposes of the Audit Committee under the Company’s Corporate Governance Guidelines, the listing standards of the NYSE American and the rules of the Securities and Exchange Commission.
Also on April 2, 2026, at a meeting of the Board, the Board established an Environmental, Health, Safety and Technical Committee (the “EHST Committee”). On such date, the Board appointed Brad Juneau, Clynton Nauman and Rick Van Nieuwenhuyse to serve on the EHST Committee. The EHST Committee was formed for the purpose of (i) identifying, evaluating, and monitoring environmental, health, safety and technical trends, issues and concerns that could affect the Company’s business activities and performance, and (ii) developing recommendations to the Board for the formulation and adoption of policies, programs and practices to address such trends, issues and concerns.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 10.1 | Employment Agreement, dated April 3, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONTANGO SILVER & GOLD INC. | ||||||
| Date: April 8, 2026 | By: | /s/ Mike Clark | ||||
| Chief Financial Officer and Secretary | ||||||