Contango Silver & Gold Inc. Income Taxes Disclosure

13. Income Taxes

At each reporting period, the Company weigh's all positive and negative evidence to determine whether the deferred tax assets are more likely than not to be realized. As a result of this analysis at December 31, 2024, the Company provided a full valuation allowance against the deferred tax assets. As part of the HighGold acquisition, the Company measured and recorded a net deferred tax liability through acquisition accounting with an offsetting entry to the exploration and evaluation assets. The Company used the simultaneous equation method for measuring the net deferred tax liability of $306,995 at December 31, 2024. As of December 31, 2023 and June 30, 2023, the Company determined a valuation allowance was necessary as the Company had a history of book and tax losses. The Company had not generated any revenue from mineral sales or operations and did not have any recurring sources of revenue.

During the fiscal year ended December 31, 2024, the Company had a change in its valuation allowance of approximately $17.9 million. The Company concluded that it is not more likely than not that it will realize the benefit of its deferred tax assets and accordingly will provide a full valuation allowance against the deferred tax assets as of December 31, 2024.

At December 31, 2024, the Company had U.S. federal tax loss carry-forwards of approximately $56.0 million, and state of Alaska tax loss carry-forwards of approximately $39.2 million. Use of future NOLs may be limited if the Company undergoes an ownership change. Generally, an ownership change occurs if certain persons or groups, increase their aggregate ownership in us by more than 50 percentage points looking back over a rolling three-year period. If an ownership change occurs, our ability to use our NOLs to reduce income taxes is limited to an annual amount, or the Section 382 limitation, equal to the fair market value of our common stock immediately prior to the ownership change multiplied by the long term tax-exempt interest rate, which is published monthly by the Internal Revenue Service. In the event of an ownership change, NOLs can be used to offset taxable income for years within a carry-forward period subject to the Section 382 limitation. The Company performed an evaluation as of December 31, 2024. From the period January 2024 to December 2024, from June 2023 to December 2023 and from June 2022 to June 2023 there were no ownership changes under the meaning of Section 382. The

Company experienced an ownership change on March 22, 2013. Based upon the Company’s determination of its annual limitation related to this ownership change, management believes that Section 382 should not otherwise limit the Company’s ability to utilize its federal or state NOLs during their applicable carryforward periods.

The Company did not have any unrecognized tax benefits as of December 31, 2024. The amount of unrecognized tax benefits may change in the next twelve months; however the Company does not expect the change to have a significant impact on our results of operations or our financial position. The Company’s tax returns are subject to periodic audits by the various jurisdictions in which the Company operates. The Company's state of Alaska and federal tax return are both open for examination for the years June 30, 2013 through December 31, 2024. These audits can result in adjustments of taxes due or adjustments of the NOL carryforwards that are available to offset future taxable income. The Company’s policy is to recognize estimated interest and penalties related to potential underpayment on any unrecognized tax benefits as a component of income tax expense in the Consolidated Statement of Operations. The Company does not anticipate that the total unrecognized benefits will significantly change due to the settlement of audits and the expiration of the statute of limitations before December 31, 2024.

On August 16, 2022, the Inflation Reduction Act (the “IRA”) was signed into law and includes a number of tax-related provisions, including (i) a 15-percent book minimum tax (“AMT”) on adjusted financial statement income once the three year average of adjusted financial statement income is greater than $1.0 billion, (ii) certain clean energy tax incentives in the form of tax credits, and (iii) a one-percent excise tax on certain corporate stock buybacks (effective beginning January 1, 2023). The Company does not anticipate that the IRA will have a significant impact on the Company’s financial position or results of operations.