UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

   

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

   

For the quarterly period ended March 31, 2020

 

OR 

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

   

For the transition period from            to  

          

Commission file number 001-35770

CONTANGO ORE, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

27-3431051

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

                                                                                                   3700 BUFFALO SPEEDWAY, SUITE 925                                                                                                                                                                                                                         

                                                                                                                    HOUSTON, TEXAS                                                                                                                                                                                                                                                77098

                                                                                                       (Address of principal executive offices)                                                                                                                                                                                                                           (Zip code)                                                                                                                          

                                                                                                                                                                                                                                                                                                                               

 

(713) 877-1311

(Registrant’s telephone number, including area code)

 

              Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $0.01 per share

CTGO

OTCQB

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes      No  

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  ☐.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.: 

                 

Large accelerated filer    

 

Accelerated filer    

  

Non-accelerated filer     

 

Smaller reporting company    

  Emerging growth company      ☐

 

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.          

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

 

The total number of shares of common stock, par value $0.01 per share, outstanding as of May 6, 2020 was 6,557,239.

 

1

 
 

 

CONTANGO ORE, INC.

 

TABLE OF CONTENTS

 

 
       

 

 

 

 

 

Page

 

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

 

 

Condensed Consolidated Balance Sheets as of March 31, 2020 and June 30, 2019 (unaudited)

3

 

 

Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2020 and 2019 (unaudited)

4

 

 

Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2020 and 2019 (unaudited)

5

 

 

Condensed Consolidated Statement of Shareholders’ Equity for the nine months ended March 31, 2020 and 2019 (unaudited)

6

 

 

Notes to the Unaudited Condensed Consolidated Financial Statements

7

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

35

 

Item 4.

Controls and Procedures

35

 

 

PART II – OTHER INFORMATION

 

Item 1.

Legal Proceedings

36

 

Item 1A.

Risk Factors

36

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

36

 

Item 4.

Mine Safety Disclosures

36

 

Item 5.

Other Information

36

 

Item 6.

Exhibits

37

 

 

All references in this Form 10-Q to the “Company”, “CORE”, “we”, “us” or “our” are to Contango ORE, Inc.

 

2

 
 

 

CONTANGO ORE, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 Item 1 - Financial Statements

   

March 31, 2020

   

June 30, 2019

 

ASSETS

               

CURRENT ASSETS:

               

Cash

  $ 3,593,644     $ 8,600,658  

Prepaid expenses and other

    252,181       161,195  

Total current assets

    3,845,825       8,761,853  

OTHER ASSETS:

               

Investment in Peak Gold, LLC (Note 4)

           

Total other assets

           
                 

TOTAL ASSETS

  $ 3,845,825     $ 8,761,853  
                 

LIABILITIES AND SHAREHOLDERS’ EQUITY

               

CURRENT LIABILITIES:

               

Accounts payable

  $ 6,171     $ 71,410  

Accrued liabilities

    178,505       347,879  

Total current liabilities

    184,676       419,289  

COMMITMENTS AND CONTINGENCIES (NOTE 11)

               

SHAREHOLDERS’ EQUITY:

               

Common Stock, $0.01 par value, 30,000,000 shares authorized; 6,590,113 shares issued and 6,557,239 outstanding at March 31, 2020; 6,357,113 shares issued and outstanding at June 30, 2019

    65,901       63,571  

Additional paid-in capital

    60,418,781       57,935,663  
Treasury stock at cost (32,874 shares at March 31, 2020; and 0 at June 30, 2019)     (476,672 )      

Accumulated deficit

    (56,346,861

)

    (49,656,670

)

SHAREHOLDERS’ EQUITY

    3,661,149       8,342,564  
                 

TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

  $ 3,845,825     $ 8,761,853  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3

 
 

 

CONTANGO ORE, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   

Three Months Ended March 31,

   

Nine Months Ended March 31,

 
   

2020

   

2019

   

2020

   

2019

 

EXPENSES:

                               

General and administrative expense

  $ (1,322,125

)

  $ (1,070,916

)

  $ (3,464,060

)

  $ (3,168,099 )

Total expenses

    (1,322,125

)

    (1,070,916

)

    (3,464,060

)

    (3,168,099 )

OTHER INCOME/(EXPENSE):

                               

Interest income

    11,801       55,232       73,869       171,285  

Loss from equity investment in Peak Gold, LLC (Note 4)

    (600,000

)

    (420,000

)

    (3,300,000

)

    (3,210,000 )

NET LOSS

  $ (1,910,324

)

  $ (1,435,684

)

  $ (6,690,191

)

  $ (6,206,814 )

LOSS PER SHARE

                               

Basic and diluted

  $ (0.29

)

  $ (0.23

)

  $ (1.04

)

  $ (0.99 )

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

                               

Basic and diluted

    6,550,068       6,357,113       6,449,345       6,257,512  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4

 
 

 

CONTANGO ORE, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

Nine Months Ended March 31,

 
   

2020

   

2019

 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net loss

  $ (6,690,191

)

  $ (6,206,814

)

Adjustments to reconcile net loss to net cash used in operating activities:

               

Stock-based compensation

    2,485,448       2,255,937  
Loss from equity investment in Peak Gold, LLC     3,300,000       3,210,000  

Changes in operating assets and liabilities:

               

     Decrease in prepaid expenses and other

    (90,986 )     (41,907 )

     Decrease in accounts payable and accrued liabilities

    (234,613 )     (40,541 )

           Net cash used in operating activities

    (1,230,342

)

    (823,325

)

CASH FLOWS FROM INVESTING ACTIVITIES:                
Cash invested in Peak Gold, LLC     (3,300,000 )     (3,210,000 )

           Net cash used in investing activities

    (3,300,000 )     (3,210,000 )
CASH FLOWS FROM FINANCING ACTIVITIES:                
Cash paid for shares withheld from employees for payroll tax withholding     (476,672 )      
           Net cash used in financing activities     (476,672 )      
NET DECREASE IN CASH AND CASH EQUIVALENTS     (5,007,014 )     (4,033,325 )

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

    8,600,658       13,810,805  

CASH AND CASH EQUIVALENTS, END OF PERIOD

  $ 3,593,644     $ 9,777,480  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5

 
 

 

CONTANGO ORE, INC.

 

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(Unaudited)

 

 

   

 

 

Common Stock
   

 

Additional

Paid-In
   

Treasury

   

 

Accumulated

   

 

Total

Shareholders
 
   

Shares

   

Amount

   

Capital

   

Stock

   

Deficit

   

Equity

 

Balance at December 31, 2019

   
6,515,113
    $
65,151
    $ 59,557,406     $
    $
(54,436,536

)

  $
5,186,021
 

Stock-based compensation

   
     
     
862,125
     
     
      862,125  
Restricted stock activity
    75,000       750       (750
)
   
     
     
 
Treasury shares withheld for employee taxes
   
     
     
      (476,672
)
   
      (476,672
)

Net loss for the period

   
     
     
     
     
(1,910,325

)

   
(1,910,325

)

Balance at March 31, 2020

   
6,590,113
    $
65,901
    $
60,418,781
    $ (476,672
)
  $
(56,346,861

)

  $ 3,661,149  

 

 

   

 

 

Common Stock
   

 

Additional

Paid-In
   

Accumulated

   

Total

Shareholders
 
   

Shares

   

Amount

   

Capital

   

Deficit

   

Equity

 

Balance at December 31, 2018

   
6,357,113
    $
63,571
    $ 56,478,299     $
(46,071,961

)

  $
10,469,909
 

Stock-based compensation

   
     
     
724,970
     
      724,970  

Net loss for the period

   
     
     
     
(1,435,684

)

   
(1,435,684

)

Balance at March 31, 2019

   
6,357,113
    $
63,571
    $ 57,203,269     $
(47,507,645

)

  $ 9,759,195  

 

 

   

Common Stock

   

Additional

Paid-In

    Treasury     

Accumulated

   

Total

Shareholders

 
   

Shares

   

Amount

   

Capital

    Stock     Deficit    

Equity

 

Balance at June 30, 2019

    6,357,113     $ 63,571     $ 57,935,663     $     $ (49,656,670

)

  $ 8,342,564  

Stock-based compensation

                2,485,448                   2,485,448  
Restricted stock activity     233,000       2,330       (2,330 )                  
Treasury shares withheld for employee taxes                       (476,672 )           (476,672 )

Net loss for the period

                            (6,690,191

)

    (6,690,191

)

Balance at March 31, 2020

    6,590,113     $ 65,901     $ 60,418,781     $ (476,672 )   $ (56,346,861

)

  $ 3,661,149  

 

 

   

 

Common Stock
   

 

Additional
Paid-In
   

 

Accumulated
   

 

Total
Shareholders
 
   

Shares

   

Amount

   

Capital

   
Deficit
   

Equity

 

Balance at June 30, 2018

   
6,153,266
    $
61,533
    $ 54,949,370     $
(41,300,831

)

  $
13,710,072
 

Stock-based compensation

   
     
     
2,255,937
     
      2,255,937  
Restricted stock activity     184,334       1,843       (1,843 )            
Stock option exercises     19,513       195       (195 )            

Net loss for the period

   
     
     
     
(6,206,814

)

   
(6,206,814
)

Balance at March 31, 2019

   
6,357,113
    $
63,571
    $
57,203,269
    $
(47,507,645

)

  $
9,759,195
 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

6

 

 

CONTANGO ORE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

 

 

1. Organization and Business

 

Contango ORE, Inc. (“CORE” or the “Company”) is a Houston-based company that engages in the exploration in Alaska for gold and associated minerals through a joint venture company, Peak Gold, LLC (the “Joint Venture Company”). The Company was formed on September 1, 2010 as a Delaware corporation for the purpose of engaging in the exploration in the State of Alaska for gold ore and associated minerals. CORE participates in the Joint Venture Company through its wholly owned subsidiary, CORE Alaska, LLC.

 

The Company is in an exploration stage.  The Company’s fiscal year end is June 30.

 

On November 29, 2010, Contango Mining Company (“Contango Mining”), a wholly-owned subsidiary of Contango Oil & Gas Company (“Contango”), assigned its properties and certain other assets and liabilities to Contango. Contango contributed the properties and $3.5 million of cash to the Company, in exchange for approximately 1.6 million shares of the Company’s common stock, which were distributed to Contango’s shareholders of record. The above transactions occurred among companies under common control and were accounted for as transactions among entities under common control, in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations” whereby the acquired assets and liabilities were recognized in the financial statements at their carrying amounts.

 

The properties contributed by Contango included: (i) a 100% leasehold interest in an estimated 675,000 acres (the “Tetlin Lease”) from the Tetlin Village Council, the council formed by the governing body for the Native Village of Tetlin, an Alaska Native Tribe (the “Tetlin Village Council”); and (ii) approximately 18,021 acres in unpatented mining claims from the state of Alaska for the exploration of gold ore and associated minerals.  Juneau Exploration, L.P. (“JEX”) initially retained a 3.0% production royalty on contributed properties.  On September 29, 2014, JEX sold its 3.0% production royalty to Royal Gold, Inc. (“Royal Gold”). See Note 9 - Related Party Transactions.  If any of the properties are placed into commercial production, the Joint Venture Company would be obligated to pay a 3.0% production royalty to Royal Gold.

 

In September 2012, the Company and JEX entered into an Advisory Agreement in which JEX assisted the Company in acquiring 474 unpatented state of Alaska mining claims consisting of 71,896 acres for the exploration of gold ore and associated minerals in exchange for a 2.0% production royalty on properties acquired after July 1, 2012.  On September 29, 2014, JEX sold its 2.0% production royalty to Royal Gold and the Company terminated its Advisory Agreement with JEX. See Note 9 - Related Party Transactions.  If any properties acquired after July 1, 2012 are placed into commercial production, the Joint Venture Company will be obligated to pay Royal Gold a 2.0% production royalty relating to those properties.

 

On September 29, 2014, the Company entered into a Master Agreement (the “Master Agreement”) with Royal Gold, pursuant to which the parties agreed, subject to the satisfaction of various closing conditions, to form a joint venture to advance exploration and development of the Peak Gold Joint Venture Property (defined below), prospective for gold ore and associated minerals (the “Transactions”). The Transactions closed on January 8, 2015 (the “Closing”).

 

In connection with the Closing, the Company contributed its Tetlin Lease and state of Alaska mining claims near Tok, Alaska (the “Peak Gold Joint Venture Property”), together with other property, to the Joint Venture Company, a newly formed limited liability company.  The Joint Venture Company is managed according to a Limited Liability Company Agreement (the “JV LLCA”) between subsidiaries of Royal Gold and the Company. At the Closing, Royal Gold made an initial investment of $5 million to fund exploration activity. The initial $5 million did not give Royal Gold an equity stake in the Joint Venture Company. Royal Gold had the option to obtain up to 40% interest in the Joint Venture Company by investing up to $30 million (inclusive of the initial $5 million investment) prior to October 2018.  As of March 31, 2020, Royal Gold has contributed approximately $36.7 million to the Joint Venture Company and has earned a cumulative economic interest of 40.0%.  Now that Royal Gold has funded $30 million, the Company and Royal Gold have an obligation to fund jointly the joint venture operations in proportion to their interests in the Joint Venture Company in order to maintain their respective percentage ownership interests in the Joint Venture Company.  The proceeds from the investments are used for additional exploration of the Peak Gold Joint Venture Property. Pursuant to the JV LLCA, Royal Gold serves as the Manager of the Joint Venture Company and manages, directs, and controls operations of the Joint Venture Company.

 

 

  On November 10, 2017, subsidiaries of Royal Gold and the Company entered into Amendment No. 1 to the JV LLCA, which, among other things, amended the JV LLCA to add certain claims, previously purchased by the Joint Venture Company.  The claims that were added consist of 541 unpatented state of Alaska mining claims over 84,840 acres for the exploration of gold ore and associated minerals (the “New Properties”).  In return for locating the New Properties and incurring all related expenses, the Joint Venture Company granted to a subsidiary of Royal Gold a 3.0% production royalty on the New Properties and any additional properties contributed to the Joint Venture Company (all such properties subject to the 3.0% production royalty, “Additional Properties”).  

 

On January 18, 2019, CORE Alaska, LLC and Royal Alaska, LLC, wholly-owned subsidiaries of the Company and Royal Gold, respectively, entered into Amendment No. 2 (the “Amendment”) to the JV LLCA to outline rights of the parties in a joint sale process by the Company and Royal Gold and make certain other clarifying changes. The Amendment, among other things, (i) defined certain project areas and a resource area in reference to properties owned or controlled by the Joint Venture Company; (ii) allowed CORE Alaska, LLC and Royal Alaska, LLC to agree to sell their respective interests in the Joint Venture Company in respect of fewer than all such project areas in a joint sale process by the Company and Royal Gold; (iii) in connection with the joint sale process by the Company and Royal Gold, created (a) a tag right on a transfer by either CORE Alaska, LLC or Royal Alaska, LLC of any portion of its interest in the resource area; and (b) a drag right in a transfer by Royal Alaska, LLC of its entire interest in the resource area and, if the drag right is not exercised as to the resource area in a transfer of that area, then the drag right may be incorporated into the surviving entities that would hold certain other properties owned by the Joint Venture Company that were not transferred. The joint sale process has concluded without entering into a definitive change of control transaction.  As a result, the tag right and drag right created in connection with the joint sale process specifically with respect to the resource area also terminated.

 

The Company has completed ten years of exploration efforts on the Peak Gold Joint Venture Property, which has resulted in identifying two mineral deposits (Peak and North Peak) and several other gold, silver, and copper prospects. The Joint Venture Company completed the 2019 exploration program in October of 2019.  A total of 3,073 meters of drilling was completed during that program. 

 

7

 

In December 2019, a novel strain of coronavirus (“COVID-19”) surfaced. Through March 31, 2020, the spread of this virus and government responses have caused business disruption and is adversely affecting many industries.  The Company and the Joint Venture Company are monitoring the situation and taking reasonable steps to keep our business premises, properties, vendors and employees in a safe environment and are constantly monitoring the impact of COVID-19.  Due to the uncertainty related to COVID-19, the Management Committee of the Joint Venture Company has approved a $1.8 million budget for 2020 that will serve to care for and maintain the Peak Gold Joint Venture Property.  New exploration on the Peak Gold Joint Venture Property will be postponed until conditions permit.  The Company's share of the 2020 budget is approximately $1.1 million. 

 

 In June of 2018, the Company retained Petrie Partners, LLC and Cantor Fitzgerald and Co. to advise on its strategic options.  The Company is continuing to work with its advisors to evaluate strategic options while advancing the Peak Gold Joint Venture Property through exploration and baseline data collection for project permitting requirements. The Company’s 60% interest in the Joint Venture Company plus cash on hand constitute substantially all of the Company’s assets. The Company has no borrowings.

8

 

 

 

2. Basis of Presentation

 

 The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), including instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete annual consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair statement of the consolidated financial statements have been included. All such adjustments are of a normal recurring nature. The consolidated financial statements should be read in conjunction with the audited financial statements and notes included in the Company’s Form 10-K for the fiscal year ended June 30, 2019. The results of operations for the three and nine months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2020.

 

 

3. Summary of Significant Accounting Policies

 

The Company’s significant accounting policies are described below.

 

Management Estimates. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash Equivalents. Cash equivalents are considered to be highly liquid securities having an original maturity of 90 days or less at the date of acquisition.

 

Stock-Based Compensation. The Company applies the fair value method of accounting for stock-based compensation. Under this method, compensation cost is measured at the grant date based on the fair value of the award and is recognized over the award vesting period. The Company classifies the benefits of tax deductions in excess of the compensation cost recognized for the options (excess tax benefit) as financing cash flows. The fair value of each option award is estimated as of the date of grant using the Black-Scholes option-pricing model.  The fair value of each restricted stock award is equal to the Company’s stock price on the date the award is granted.

 

Income Taxes. The Company follows the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements and (ii) operating loss and tax credit carry-forwards for tax purposes. Deferred tax assets are reduced by a valuation allowance when, based upon management’s estimates, it is more likely than not that a portion of the deferred tax assets will not be realized in a future period. The Company recognized a full valuation allowance as of March 31, 2020 and June 30, 2019 and has not recognized any tax provision or benefit for any of the periods. The Company reviews its tax positions quarterly for tax uncertainties. The Company did not have any uncertain tax positions as of  March 31, 2020 or June 30, 2019.  The Tax Cuts and Jobs Act was signed into law on December 22, 2017, and enacts significant changes to U.S. income tax and related laws. Among other things, the Tax Cuts and Jobs Act reduces the top U.S. corporate income tax rate from 35.0% to 21.0%, and makes changes to certain other business-related exclusions, deductions and credits. The Company has assessed the impact of the tax bill on the financial statements as of March 31, 2020.   Due to the Company’s full valuation allowance, the changes to the income tax provision as a result of the bill are not expected to have a consolidated financial statement impact.  

 

On March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"). The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effect of COVID-19. While the CARES Act provides sweeping tax changes in response to the COVID-19 pandemic, some of the more significant provisions which are expected to impact the Company’s financial statements include removal of certain limitations on utilization of net operating losses and increasing the loss carryback period for certain losses to five years, as well as amending certain provisions of the previously enacted Tax Cuts and Jobs Act. Due to the recent enactment of the CARES Act, the Company is still evaluating the impact, if any, that the CARES Act will have on its financial position, results of operations or cash flows.  

 

Investment in the Joint Venture Company. The Company’s consolidated financial statements include the investment in the Joint Venture Company which is accounted for under the equity method. The Company has designated one of the three members of the Management Committee and on March 31, 2020 held a 60.0% ownership interest in the Joint Venture Company. Royal Gold currently serves as the Manager of the Joint Venture Company and manages, directs, and controls operations of the Joint Venture Company. The Company recorded its investment at the historical cost of the assets contributed. The cumulative losses of the Joint Venture Company exceed the historical cost of the assets contributed to the Joint Venture Company; therefore the Company’s investment in the Joint Venture Company as of March 31, 2020 and June 30, 2019 is zero. The portion of the cumulative loss that exceeds the Company’s investment will be suspended and recognized against earnings, if any, from the investment in the Joint Venture Company in future periods.

 

Recently Issued Accounting Pronouncements.  In February 2016, the Financial Accounting Standards Board “FASB” issued Accounting Standards Update "ASU" 2016-02, Leases (Topic 842), which requires recognition of right-of-use assets and lease payment liabilities on the balance sheet by lessees for all leases with terms greater than twelve months.  Classification of leases as either a finance or operating lease will determine the recognition, measurement and presentation of expenses.  ASU 2016-02 also requires certain quantitative and qualitative disclosures about leasing arrangements.  The Joint Venture Company owns the Tetlin lease and any impact of the new standard related to that lease will be evaluated at the Joint Venture Company level.  The new standard was adopted in July 2019.  Adopting this standard did not have an impact on the Company's financials.

 

In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments— Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), which clarifies the interaction between the three standards.  For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years.  The Company accounts for the Joint Venture Company under the equity method of accounting.  We do not anticipate that this update will have a material impact on our financial statements.

 

 

9

 

 

The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a significant effect on the Company’s consolidated financial statements.

 

 

           4. Investment in the Joint Venture Company 

 

The Company recorded its investment at the historical book value of the assets contributed to the Joint Venture Company, which was approximately $1.4 million. As of March 31, 2020, the Company has contributed approximately $11.4 million to the Joint Venture Company, and Royal Gold has contributed approximately $36.7 million.  As of March 31, 2020, the Company held a 60.0% economic interest in the Joint Venture Company.

 

The following table is a roll-forward of our investment in the Joint Venture Company from January 8, 2015 (inception) to March 31, 2020:

 

   

Investment

 
   

in Peak Gold, LLC

 

Investment balance at June 30, 2014

  $  

Investment in Peak Gold, LLC, at inception January 8, 2015

    1,433,886  

Loss from equity investment in Peak Gold, LLC

    (1,433,886

)

Investment balance at June 30, 2015

  $  

Investment in Peak Gold, LLC

     

Loss from equity investment in Peak Gold, LLC

     

Investment balance at June 30, 2016

  $  

Investment in Peak Gold, LLC

     

Loss from equity investment in Peak Gold, LLC

     
Investment balance at June 30, 2017   $  
Investment in Peak Gold, LLC     2,580,000  
Loss from equity investment in Peak Gold, LLC     (2,580,000 )
Investment balance as June 30, 2018   $  
Investment in Peak Gold, LLC     4,140,000  
Loss from equity investment in Peak Gold, LLC     (4,140,000 )

Investment balance at June 30, 2019

  $  
Investment in Peak Gold, LLC     3,300,000  
Loss from equity investment in Peak Gold, LLC     (3,300,000 )

Investment balance at March 31, 2020

  $  

    

10

 

 

The following table presents the condensed unaudited balance sheet for the Joint Venture Company as of March 31, 2020 and June 30, 2019:

 
   

March 31, 2020

   

June 30, 2019

 

ASSETS

               

Cash and cash equivalents

  $ 191,578     $ 473,056  

Mineral properties

    1,433,886       1,433,886  
    Other assets     193,116       57,538  

TOTAL ASSETS

  $ 1,818,580     $ 1,964,480  
                 
LIABILITIES AND MEMBERS’ EQUITY                

Accounts payable and other liabilities

  $ 220,507     $ 927,424  

TOTAL LIABILITIES

    220,507       927,424  

MEMBERS’ EQUITY

    1,598,073       1,037,056  

TOTAL LIABILITIES AND MEMBERS’ EQUITY

  $ 1,818,580     $ 1,964,480  

 

    The Company’s share of the Joint Venture Company’s results of operations for the three and nine months ended March 31, 2020 was a loss of approximately $0.3 million and $3.0 million, respectively.  The Company’s share in the results of operations for the three and nine months ended March 31, 2019 was a loss of approximately $0.2 million and $3.5 million, respectively.  The Joint Venture Company loss does not include any provisions related to income taxes as the Joint Venture Company is treated as a partnership for income tax purposes. As of  March 31, 2020 and June 30, 2019, the Company’s share of the Joint Venture Company’s inception-to-date cumulative loss of approximately $34.4 million and $31.5 million, respectively, exceeded the historical book value of our investment in the Joint Venture Company, of $1.4 million. Therefore, the investment in the Joint Venture Company had a balance of zero as of  each March 31, 2020 and June 30, 2019. The Company is currently obligated to make additional capital contributions to the Joint Venture Company in proportion to its percentage interest in the Joint Venture Company in order to maintain its ownership in the Joint Venture Company to be diluted.  Therefore, the Company only records losses up to the point of its cumulative investment, which was approximately $11.4 million as of March 31, 2020. The portion of the cumulative loss that exceeds the Company’s investment will be suspended and recognized against earnings, if any, from the Company’s investment in the Joint Venture Company in future periods. The suspended losses for the period from inception to March 31, 2020 are approximately $23.0 million. The following table presents the condensed unaudited results of operations for the Joint Venture Company for the three and nine month periods ended March 31, 2020 and 2019, and for the period from inception through March 31, 2020:

 

   

Three Months Ended

  Three Months Ended    

Nine Months Ended

   

Nine Months Ended

    Period from Inception January 8, 2015 to    
   

March 31, 2020

  March 31, 2019    

March 31, 2020

    March 31, 2019     March 31, 2020  

EXPENSES:

                                     

Exploration expense

  $ 342,077   $ 215,930     $ 3,648,059     $ 4,403,170     $ 37,829,127  

General and administrative

    250,160     130,625       1,290,924       1,413,383       8,720,576  

Total expenses

    592,237     346,555       4,938,983       5,816,553       46,549,703  

NET LOSS

  $ 592,237   $ 346,555     $ 4,938,983     $ 5,816,553     $ 46,549,703  

    

 

 

5. Prepaid Expenses and other

 

  The Company has prepaid expenses of $252,181 and $161,195 as of March 31, 2020 and June 30, 2019, respectively. Prepaid expenses primarily relate to prepaid insurance and management fees.

 

 

 

6. Loss Per Share

 

A reconciliation of the components of basic and diluted net loss per share of common stock is presented below:

 

   

Three Months Ended March 31,

 
   

2020

   

2019

 
   

Loss

   

Weighted Average Shares

   

Loss Per

Share

   

Loss

   

Weighted Average Shares

   

Loss Per
Share

 

Basic Loss per Share:

                                               

Net loss attributable to common stock

  $ (1,910,324

)

    6,550,068     $ (0.29

)

  $ (1,435,684 )     6,357,113     $ (0.23

)

Diluted Loss per Share:

                                               

Net loss attributable to common stock

  $ (1,910,324

)

    6,550,068     $ (0.29

)

  $ (1,435,684

)

    6,357,113     $ (0.23

)

 

 

 

   

Nine Months Ended March 31,

 
   

2020

   

2019

 
   

Loss

   

Weighted Average Shares

   

Loss Per

Share
   

Loss

   

Weighted Average Shares

   

Loss Per
Share

 

Basic Loss per Share:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Net loss attributable to common stock

 
$
(6,690,191

)

   
6,449,345
   
$
(1.04

)

 
$
(6,206,814
)
   
6,257,512
   
$
(0.99

)

Diluted Loss per Share:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Net loss attributable to common stock

 
$
(6,690,191

)

   
6,449,345
   
$
(1.04

)

 
$
(6,206,814

)

   
6,257,512
   
$
(0.99

)

 

 

 Options to purchase 100,000 of the Company's common stock were outstanding as of March 31, 2020, and no options to purchase common stock of the Company were outstanding as of June 30, 2019

 

In connection with the appointment of Rick Van Nieuwenhuyse as the President and Chief Executive Officer of the Company, on January 6, 2020, the Company granted to Mr. Van Nieuwenhuyse options to purchase 100,000 shares of common stock of the Company, with an exercise price of $14.50 per share, which is equal to the closing price on January 6, 2020, the day on which he began employment with the Company. The options will vest in two equal installments, half on the first anniversary of Mr. Van Nieuwenhuyse’s employment with the Company and half on the second anniversary of his employment with the Company, subject to acceleration upon a change of control of the Company.

11

 

 

 

7. Shareholders’ Equity

 

The Company’s authorized capital stock consists of 30,000,000 shares of common stock and 15,000,000 shares of preferred stock. As of  March 31, 2020, we had 6,557,239 shares of common stock outstanding, including 534,666 shares of unvested restricted stock.  As of March 31, 2020, we also had outstanding options to purchase 100,000 shares of common stock.  No shares of preferred stock have been issued. The remaining restricted stock outstanding will vest between January 2021 and January 2022.  

 

In September 2016, the Company distributed a Private Placement Memorandum to its warrant holders to give them the opportunity to exercise their warrants at a reduced exercise price and receive shares of common stock, par value $0.01 per share of the Company by paying the reduced exercise price in cash and surrendering the original warrants.  The offering applied to warrant holders with an exercise price of $10.00 per share originally issued in March 2013. The offering gave the warrant holders the opportunity to exercise the warrants for $9.00 per share. The offer expired on November 15, 2016. In conjunction with the offering, a total of 587,500 warrants were exercised resulting in total cash to the Company of $5.3 million. Of the total warrants exercised, 83,334 were exercised by entities controlled by Mr. Brad Juneau, who was serving as the Company’s Chairman, President and Chief Executive Officer at the time of exercise of the warrants. Proceeds from the exercise of the warrants were used for working capital purposes and for funding obligations to the Joint Venture Company.

 

On  October 13, 2017, the Company distributed a Private Placement Memorandum to its warrant holders to give them the opportunity to exercise their warrants at a reduced exercise price and receive shares of common stock, par value $0.01 per share of the Company by paying the reduced exercise price in cash and surrendering the original warrants.  The offering applied to warrant holders with an exercise price of $10.00 per share originally issued in March 2013. The offering gave the warrant holders the opportunity to exercise the warrants for $9.50 per share. The offer expired on November 10, 2017.  In conjunction with the offering a total of 124,999 warrants were exercised resulting in total cash to the Company of $1.2 million.  Proceeds from the exercise of the warrants will be used for working capital purposes and for funding future obligations to the Joint Venture Company.  

 

In connection with the exercise offer, the Company entered into a Registration Rights Agreement dated as of November 10, 2017, with each investor who exercised warrants in the offering. The Company agreed to file up to two demand registration statements with the SEC at any time after expiration of the offer but before three years after expiration of the offer in order to register the resale of shares of common stock, issued in the offer. In addition, the Registration Rights Agreement granted certain piggyback rights to the investors. 

 

During fiscal year 2018, 580,999 warrants were exercised resulting in the issuance of 404,923 shares of common stock and total cash to the Company of $2.3 million.  All of the outstanding warrants have been exercised.

 

On October 23, 2017, the Company completed the issuance and sale of an aggregate of 553,672 shares of common stock, par value $0.01 per share, of the Company at a purchase price of $19.00 per share of common stock, in a private placement (the “Private Placement”) to certain purchasers (the “Purchasers”) pursuant to a Stock Purchase Agreement dated as of October 23, 2017 (the “Purchase Agreement”), by and among the Company and each Purchaser. The Private Placement resulted in approximately $10.5 million of gross proceeds and approximately $10.0 million of net proceeds. The Company will use the net proceeds from the Private Placement for working capital purposes and for funding future obligations to the Joint Venture Company.  Petrie Partners Securities, LLC (“Petrie”) acted as sole placement agent in connection with the Private Placement and received a placement agent fee equal to 6.50%, which was reduced to 3.25% for existing stockholders and other Purchasers referred by those existing stockholders, or a total of $0.5 million in placement agent fees.  Juneau Exploration, L.P., which is controlled by Brad Juneau, the Company’s President and Chief Executive Officer at the time of the Private Placement, purchased 13,200 shares of common stock in the Private Placement for a price of $250,800 and on the same terms and conditions as all other Purchasers.  

 

The shares sold in the Private Placement were issued in reliance on an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The bases for the availability of this exemption include the facts that the issuance was a private transaction which did not involve a public offering and the shares were offered and sold to a limited number of purchasers.

 

  Pursuant to a Registration Rights Agreement dated as of October 23, 2017 (the “Registration Rights Agreement”), by and among the Company and the Purchasers, the Company agreed to file up to two demand registration statements with the Securities and Exchange Commission at any time after one year after the Private Placement but before three years after the Private Placement in order to register the resale of the shares of common stock.  In addition, the Registration Rights Agreement granted certain piggyback rights to the Purchasers.

 

 Rights Plan 

 

On Decembe19, 2012, the Company adopted a Rights Plan, which was amended on March 21, 2013, September 29, 2014, December 18, 2014,  November 11, 2015, April 22, 2018, and November 20, 2019.  

 

Under the terms of the amended Rights Plan, each right (a “Right”) will entitle the holder to purchase 1/100 of a share of Series A Junior Preferred Stock of the Company (the “Preferred Stock”) at an exercise price of $80 per share. The Rights will be exercisable and will trade separately from the shares of common stock if a person, or group, acquires beneficial ownership of 15% or more of the Company’s common stock.  Under the terms of the Rights Plan, Rights have been distributed as a dividend at the rate of one Right for each share of common stock that was held as of the close of business on December 20, 2012. Stockholders will not receive certificates for the Rights, but the Rights will become part of each share of common stock. An additional Right will be issued along with each share of common stock that is issued or sold by the Company after December 20, 2012. The Rights are scheduled to expire on December 31, 2021.

 

12

 

 

 

8. Formation of Joint Venture Company

 

On January 8, 2015, the Company and Royal Gold, through their wholly-owned subsidiaries, consummated the Transactions contemplated under the Master Agreement, including the formation of a joint venture to advance exploration and development of the Peak Gold Joint Venture Property, for gold ore and associated minerals prospects.

 

In connection with the Closing of the Transactions, the Company formed the Joint Venture Company. The Company contributed to the Joint Venture Company its Peak Gold Joint Venture Property near Tok, Alaska, together with other property (the “Contributed Assets”) with a historical book value of $1.4 million and an agreed fair value of $45.7 million (the “Contributed Assets Value”). At the Closing, the Company and Royal Gold, through their wholly-owned subsidiaries, entered into the JV LLCA.

 

Royal Gold serves as manager of the Joint Venture Company (the “Manager”) and manages, directs, and controls the operations of the Joint Venture Company.

 

As a condition to the Closing, the Company and the Tetlin Village Council entered into a Stability Agreement dated October 2, 2014, pursuant to which the Company and the Tetlin Village Council, among other things, acknowledged the continued validity of the Tetlin Lease and all its terms notwithstanding any future change in the status of the Tetlin Village Council or the property subject to the Tetlin Lease.

 

At Closing, Royal Gold, as an initial contribution to the Joint Venture Company, contributed $5 million (the “Royal Gold Initial Contribution”). The Royal Gold Initial Contribution did not entitle Royal Gold to a percentage interest in the Joint Venture Company. Therefore, at Closing, Royal Gold’s percentage interest in the Joint Venture Company equaled 0% and the Company’s percentage interest in the Joint Venture Company equaled 100%. In addition, as part of the Closing, Royal Gold paid the Company $750,000, which was utilized to partially reimburse the Company for costs and expenses incurred in the Transactions and is included as an expense reimbursement on our consolidated statements of operations.

 

The JV LLCA gave Royal Gold the right, but not the obligation, to earn a percentage interest in the Joint Venture Company (up to a maximum of 40%) by making additional contributions of capital to the Joint Venture Company of up to $30 million (inclusive of the Royal Gold Initial Contribution of $5 million) during the period beginning on the Closing and ending on October 31, 2018.  On April 26, 2018, Royal Gold funded its full $30 million investment and earned a percentage interest of 40% in the Joint Venture Company, with the Company retaining a percentage interest of 60% in the Joint Venture Company. Once Royal Gold earned a 40% interest in the Joint Venture Company, the Company and Royal Gold began to contribute funds in proportion to their respective percentage interests in the Joint Venture Company.  From inception through March 31, 2020, Royal Gold has contributed approximately $36.7 million (inclusive of the Royal Gold Initial Contribution of $5 million) and the Company has contributed approximately $10.0 million in cash and $1.4 million in properties to the Joint Venture Company.   The proceeds from the investments are used for additional exploration of the Peak Gold Joint Venture Property.  

 

Pursuant to the terms of the JV LLCA, the members contribute funds to approved programs and budgets in proportion to their respective percentage interests in the Joint Venture Company. If a member elects not to contribute to an approved program and budget or contributes less than its proportionate interest, its percentage interest will be recalculated by dividing (i) the sum of (a) the value of its initial contribution plus (b) the total of all of its capital contributions plus (c) the amount of the capital contribution it elects to fund, by (ii) the sum of (a), (b) and (c) above for both members, and multiplying by 100.  

 

The Company and Royal Gold have the right to transfer their respective percentage interests in the Joint Venture Company to a third party, subject to certain terms and conditions set forth in the JV LLCA. If either member intends to transfer all or part of its percentage interest to a bona fide third party purchaser, the other member has the right to require the transferring member to include in the intended transfer the other member’s proportionate share of its percentage interests at the same purchase price and terms and conditions. Now that Royal Gold has earned a 40% interest in the Joint Venture Company, it has the additional right to require the Company to sell up to 20% of the interest in the Joint Venture Company in a sale of Royal Gold’s entire 40% interest in the Joint Venture Company.  If Royal Gold exercises this right, the Company will be obligated to sell 20% of the membership interest to a bona fide third party purchaser on the same terms and conditions as the interest being sold by Royal Gold.

 

On January 18, 2019, CORE Alaska, LLC and Royal Alaska, LLC, wholly-owned subsidiaries of the Company and Royal Gold, respectively, entered into an Amendment No. 2 (the “Amendment”) to the JV LLCA to outline rights of the parties in a joint sale process by the Company and Royal Gold and make certain other clarifying changes. The Amendment, among other things, (i) defined certain project areas and a resource area in reference to properties owned or controlled by the Joint Venture Company; (ii) allowed CORE Alaska, LLC and Royal Alaska, LLC to agree to sell their respective interests in the Joint Venture Company in respect of fewer than all such project areas in a joint sale process by the Company and Royal Gold; (iii) in connection with the joint sale process by the Company and Royal Gold, created (a) a tag right on a transfer by either CORE Alaska, LLC or Royal Alaska, LLC of any portion of its interest in the resource area; and (b) a drag right in a transfer by Royal Alaska, LLC of its entire interest in the resource area and, if the drag right is not exercised as to the resource area in a transfer of that area, then the drag right may be incorporated into the surviving entities that would hold certain other properties owned by the Joint Venture Company that were not transferred. The joint sale process has concluded without entering into a definitive change of control transaction.  As a result, the tag right and drag right created in connection with the joint sale process specifically with respect to the resource area also terminated.

 

 

13

 

 

The Joint Venture Company is a variable interest entity as defined by FASB ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. The Company is not the primary beneficiary since it does not currently have the power to direct the activities of the Joint Venture Company. The Company’s ownership interest in the Joint Venture Company is therefore accounted under the equity method.

 

 

        9. Related Party Transactions

 

Mr. Brad Juneau, who served as the Company’s Chairman, President and Chief Executive Officer until January 6, 2020, and serves as the Company's Executive Chairman effective January 6, 2020, is also the sole manager of JEX, a private company involved in the exploration and production of oil and natural gas. JEX was responsible for securing and negotiating the Tetlin Lease and assisting in obtaining other properties and initially engaged Avalon Development Corporation (“Avalon”) to conduct mineral exploration activities on the Tetlin Lease. In agreeing to transfer its interests in such properties to Contango Mining, a predecessor of the Company, JEX retained a 3.0% overriding royalty interest in the properties transferred.

 

In September 2012, the Company and JEX entered into an Advisory Agreement in which JEX provided assistance in acquiring additional properties in Alaska in exchange for an overriding royalty of 2.0% on properties acquired after July 1, 2012.

 

On September 29, 2014, pursuant to a Royalty Purchase Agreement between JEX and Royal Gold (the “Royalty Purchase Agreement”), JEX sold its entire overriding royalty interest in the Peak Gold Joint Venture Property to Royal Gold. On the same date, the Company terminated its Advisory Agreement with JEX.

 

  On November 20, 2019, the Company entered into an Amended and Restated Management Services Agreement (the “A&R MSA”), with JEX, which amends and restates the Management Services Agreement between the Company and JEX dated as of October 1, 2016. Pursuant to the A&R MSA, JEX will continue, subject to the direction of the board of directors of the Company, to manage the business and affairs of the Company and its interest in Joint Venture Company. The services provided to the Company by JEX include corporate finance, accounting, budget, reporting, risk management, operations and stockholder relation functions of the Company. Pursuant to the A&R MSA, the Company will pay to JEX a monthly fee of $47,000, which includes an allocation of approximately $6,900 for office space and equipment. JEX will also be reimbursed for its reasonable and necessary costs and expenses of third parties incurred for the Company.   No part of the fee payable to JEX pursuant to the A&R MSA is allocated for compensation of Brad Juneau who is compensated separately as determined by the independent directors of the Company.  In addition, executives of JEX may be granted restricted stock, stock options or other forms of compensation by the independent directors of the Company.  The amount of time and expertise required to effectively manage and administer the business and affairs of the Company will continue to be monitored by the board of directors of the Company for necessary adjustments or modifications depending upon the amount of time required to be spent on the business and affairs of the Company by the executives and the progress of the Joint Venture Company in its exploratory programs in Alaska.

 

On October 23, 2017, the Company completed the Private Placement described in Note 7 - Shareholders' Equity.  JEX, which is controlled by Brad Juneau, the Company’s then-President and Chief Executive Officer, purchased 13,200 shares of common stock, in the Private Placement for a price of $250,800 and on the same terms and conditions as all other Purchasers. 

 

    On April 16, 2018, Royal Gold filed a Schedule 13D with the Securities and Exchange Commission to reflect Royal Gold’s acquisition from an existing stockholder of 13.6% of the Company’s outstanding common stock at a price of $26 per share, subject to certain adjustments. Royal Gold also filed amendments to its Schedule 13D on June 29, 2018, October 4, 2018, January 22, 2019, and August 2, 2019.  As of August 2, 2019 Royal Gold reported beneficial ownership of approximately 12.7% of the Company’s outstanding common stock.  Royal Gold is the parent company of Royal Alaska LLC, CORE’s joint venture partner in the Joint Venture Company.   

 

In June of 2018, the Company retained Petrie Partners, LLC and Cantor Fitzgerald and Co. to advise on its strategic options, including in connection with a joint sale process with its joint venture partner, Royal Gold.  Royal Gold retained Scotia Capital Inc. to conduct a joint process for the sale directly or indirectly of the Joint Venture Company’s properties in Alaska. The process concluded with no change of control transaction.  The Company is continuing to work with its advisors to evaluate strategic options while advancing the Peak Gold Joint Venture Property through exploration and baseline data collection for project permitting requirements. The Company’s 60% interest in the Joint Venture Company plus cash on hand constitute substantially all of the Company’s assets. The Company has no borrowings.

 

14

 

 

 

10. Stock-Based Compensation

 

On September 15, 2010, the Company’s Board of Directors (the “Board”) adopted the Contango ORE, Inc. Equity Compensation Plan (the “2010 Plan”). On November 14, 2017, the Stockholders of the Company approved and adopted the Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan (the “Amended Equity Plan”). The amendments to the 2010 Plan included (a) increasing the number of shares of common stock that the Company may issue under the plan by 500,000 shares; (b) extending the term of the plan until September 15, 2027; and (c) allowing the Company to withhold shares to satisfy the Company’s tax withholding obligations with respect to grants paid in Company Stock.   

 

On November 13, 2019, the Stockholders of the Company approved and adopted the First Amendment (the “Amendment”) to the Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan (as amended, the “Equity Plan”) which increases the number of shares of common stock that the Company may issue under the Equity Plan by 500,000 shares.  Under the Equity Plan, the Board may issue up to 2,000,000 shares of common stock and options to officers, directors, employees or consultants of the Company. Awards made under the Equity Plan are subject to such restrictions, terms and conditions, including forfeitures, if any, as may be determined by the Board. As of  March 31, 2020, there were 534,666 shares of unvested restricted common stock outstanding and 100,000 options to purchase shares of common stock outstanding issued under the Equity Plan. Stock-based compensation expense for the three and nine months ended March 31, 2020 and 2019 was $862,125 and $2,485,448. Stock-based compensation expense for the three and nine months ended March 31, 2019 was $724,970 and $2,255,937, respectivelyThe amount of compensation expense recognized does not reflect cash compensation actually received by the individuals during the current period, but rather represents the amount of expense recognized by the Company in accordance with GAAP.  All restricted stock grants are expensed over the applicable vesting period based on the fair value at the date the stock is granted.  The grant date fair value may differ from the fair value on the date the individual’s restricted stock actually vests.

 

Restricted Stock.  In  November 2017, the Company granted 155,000 restricted shares of common stock to its executives and non-executive directors.  All 155,000 shares of restricted stock vested on January 1, 2020.

 

In  November 2018, the Company granted 155,000 restricted shares of common stock to its executives and non-executive directors. The restricted stock granted vests in January 2021. As of  March 31, 2020, there were 155,000 shares of such restricted stock that remained unvested.

 

In December 2018, the Company cancelled 117,332 shares of unvested restricted stock held by two of its executives and the non-executive directors that were set to vest on January 1, 2019.  The Company also granted 146,666 restricted shares of common stock to two of its executives and non-executive directors. The restricted shares cancellation and the subsequent new grants were accounted for as modification to the original restricted stock grants.  The incremental fair value will be recognized over the vesting period.  The impact of the modification to the current quarter was immaterial.  All of the restricted stock granted in December 2018 vest in January 2021. As of March 31, 2020, there were 146,666 shares of such restricted stock that remained unvested.

 

In November 2019, the Company granted 158,000 restricted shares of common stock to its executives and non-executive directors. The restricted stock granted vests in January 2022. As of  March 31, 2020, there were 158,000 shares of such restricted stock that remained unvested.

 

In connection with the appointment of Rick Van Nieuwenhuyse as the President and Chief Executive Officer of the Company, on January 9, 2020, the Company issued 75,000 shares of restricted stock to Mr. Van Nieuwenhuyse. The shares of restricted stock will vest in two equal installments, half on the first anniversary of Mr. Van Nieuwenhuyse’s employment with the Company and half on the second anniversary of his employment with the Company, subject to acceleration upon a change of control of the Company.

   

As of March 31, 2020, the total compensation cost related to unvested awards not yet recognized was $4,064,923. The remaining costs will be recognized over the remaining vesting period of the awards.  Neither Brad Juneau, the Company’s former Chairman, President and Chief Executive Officer and current Executive Chairman, nor any of the Company’s non-executive directors have ever been paid a salary or cash compensation by the Company.

    

15

 

 

Stock options.  In connection with the appointment of Rick Van Nieuwenhuyse as the President and Chief Executive Officer of the Company, on January 6, 2020, the Company granted to Mr. Van Nieuwenhuyse options to purchase 100,000 shares of common stock of the Company, with an exercise price of $14.50 per share, which is equal to the closing price on January 6, 2020, the day on which he began employment with the Company.  The options will vest in two equal installments, half on the first anniversary of Mr. Van Nieuwenhuyse’s employment with the Company and half on the second anniversary of his employment with the Company, subject to acceleration upon a change of control of the Company.

 

There were no stock option exercises during the three or nine months ended March 31, 2020.  There were also no stock option exercises during the three months ended March 31, 2019.  During the nine months ended March 31, 2019, the Company's current and former executives, directors, and consultants cashless exercised 35,625 stock options resulting in the issuance of 19,513 shares of common stock to the exercising parties and no proceeds to the Company.  The Company applies the fair value method to account for stock option expense. Under this method, cash flows from the exercise of stock options resulting from tax benefits in excess of recognized cumulative compensation cost (excess tax benefits) are classified as financing cash flows. See Note 3 – Summary of Significant Accounting Policies. All employee stock option grants are expensed over the stock option’s vesting period based on the fair value at the date the options are granted. The fair value of each option is estimated as of the date of grant using the Black-Scholes options-pricing model.  As of March 31, 2020, the stock options had a weighted-average remaining life of 4.8 years. The total compensation cost related to nonvested options not yet recognized as of March 31, 2020 was $655,839.

 

  A summary of the status of stock options granted under the Equity Plan as of March 31, 2020 and changes during the nine months then ended, is presented in the table below: 

 

    Nine Months Ended
    March 31, 2020
    Shares Under Options     Weighted Average Exercise Price  
Outstanding as of June 30, 2019          
Granted (1)   100,000   $ 14.50  
Exercised          
Forfeited          
Outstanding at the end of the period   100,000        
Aggregate intrinsic value $        
Exercisable, end of the period          
Aggregate intrinsic value $        
Available for grant, end of period            
Weighted average fair value per share of options granted during the period  $ 7.42        

 

(1) The fair value of each option is estimated as of the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: (i) risk-free interest rate of 1.56%; (ii) expected life of 3.3 years; (iii) expected volatility of 74%; and (iv) expected dividend yield of 0%. The weighted average fair value per share for the options granted is $7.42

 

 

11. Commitments and Contingencies

 

Tetlin Lease. The Tetlin Lease had an initial ten year term beginning July 2008 which was extended for an additional ten years to July 15, 2028, and for so long thereafter as the Joint Venture Company initiates and continues to conduct mining operations on the Tetlin Lease.

 

Pursuant to the terms of the Tetlin Lease, the Joint Venture Company was required to spend $350,000 per year until July 15, 2018 in exploration costs. The Company’s exploration expenditures through the 2011 exploration program have satisfied this requirement because exploration funds spent in any year in excess of $350,000 are credited toward future years’ exploration cost requirements. Additionally, should the Joint Venture Company derive revenues from the properties covered under the Tetlin Lease, the Joint Venture Company is required to pay the Tetlin Tribal Council a production royalty ranging from 2.0% to 5.0%, depending on the type of metal produced and the year of production. As of March 31, 2020, the Company had paid the Tetlin Tribal Council $225,000 in exchange for reducing the production royalty payable to them by 0.75%. These payments lowered the production royalty to a range of 1.25% to 4.25%. On or before July 15, 2020, the Tetlin Tribal Council has the option to increase their production royalty by (i) 0.25% by payment to the Joint Venture Company of $150,000, (ii) 0.50% by payment to the Joint Venture Company of $300,000, or (iii) 0.75% by payment to the Joint Venture Company of $450,000. Until such time as production royalties begin, the Joint Venture Company must pay the Tetlin Tribal Council an advance minimum royalty of $50,000 per year. On July 15, 2012, the advance minimum royalty increased to $75,000 per year, and subsequent years are escalated by an inflation adjustment.

 

Gold Exploration. The Joint Venture Company’s Triple Z, Tok/Tetlin, Eagle, Bush, West Fork, and Noah claims are all located on state of Alaska lands. The annual claim rentals on these projects vary based on the age of the claims, and are due and payable in full by November 30 of each year. Annual claims rentals for the 2019-2020 assessment year totaled $323,248. The Joint Venture Company has met the annual labor requirements for the state of Alaska acreage for the next four years, which is the maximum time allowable by Alaska law.

 

Royal Gold Royalties. The Joint Venture Company is obligated to pay Royal Gold (i) an overriding royalty of 3.0% should the Joint Venture Company derive revenues from the Tetlin Lease, the Additional Properties and certain other properties and (ii) an overriding royalty of 2.0% should the Joint Venture Company derive revenues from certain other properties.

 

Retention Agreements. In February 2019, the Company entered into Retention Agreements with its then Chief Executive Officer, Brad Juneau, its Chief Financial Officer, Leah Gaines, and one other employee providing for payments in an aggregate amount of $1,500,000 upon the occurrence of certain conditions. The Retention Agreements, as amended, are triggered upon a change of control (as defined in the applicable Retention Agreement) that takes place prior to August 6, 2025, provided that the recipient is employed by the Company when the change of control occurs.  Mr. Juneau and Ms. Gaines will receive a payment of $1,000,000 and $250,000, respectively, upon a change of control.

 

16

 
 

 

Available Information

 

  General information about the Company can be found on the Company’s website at www.contangoore.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website as soon as reasonably practicable after we file or furnish them to the Securities and Exchange Commission (“SEC”).

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

  The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the accompanying notes and other information included elsewhere in this Form 10-Q and in our Form 10-K for the fiscal year ended June 30, 2019, previously filed with the SEC.

 

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Cautionary Statement about Forward-Looking Statements

 

  Some of the statements made in this report may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words and phrases “should be”, “will be”, “believe”, “expect”, “anticipate”, “estimate”, “forecast”, “goal” and similar expressions identify forward-looking statements and express our expectations about future events. Any statement that is not historical fact is a forward -looking statement.  These include such matters as:

 

 

The Company’s financial position;

 

Business strategy, including outsourcing;

 

Meeting Company forecasts and budgets;

 

Anticipated capital expenditures;

 

Prices of gold and associated minerals;

 

Timing and amount of future discoveries (if any) and production of natural resources on our Peak Gold Joint Venture Property;

 

Operating costs and other expenses;

 

Cash flow and anticipated liquidity;

  The Company's ability to fund its business with current cash reserves based on currently planned activities;
 

Prospect development; 

  Operating and legal risks; and 
 

New governmental laws and regulations.

 

Although the Company believes the expectations reflected in such forward-looking statements are reasonable, such expectations may not occur. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside of our control, that may cause our actual results, performance or achievements to be materially different from future results expressed or implied by the forward-looking statements. In addition to the risk factors described in Part I, Item 2. Risk Factors, of this report and Part I, Item 1A. Risk Factors, in our Annual Report on Form 10-K for the year ended June 30, 2019, these factors include among others:

 

 

Ability to raise capital to fund capital expenditures;

  Ability to retain or maintain our relative ownership interest in the Joint Venture Company;
  Ability to influence management of the Joint Venture Company;
 

Operational constraints and delays;

 

The risks associated with exploring in the mining industry;

 

The timing and successful discovery of natural resources;

 

Availability of capital and the ability to repay indebtedness when due;

 

Declines and variations in the price of gold and associated minerals;

 

Price volatility for natural resources;

 

Availability of operating equipment;

 

Operating hazards attendant to the mining industry;

 

Weather;

 

The ability to find and retain skilled personnel;

 

Restrictions on mining activities;

 

Legislation that may regulate mining activities;

 

Impact of new and potential legislative and regulatory changes on mining operating and safety standards;

 

Uncertainties of any estimates and projections relating to any future production, costs and expenses;

 

Timely and full receipt of sale proceeds from the sale of any of our mined products (if any);

 

Stock price and interest rate volatility;

 

Federal and state regulatory developments and approvals;

 

Availability and cost of material and equipment;

 

Actions or inactions of third-parties;

 

Potential mechanical failure or under-performance of facilities and equipment;

 

Environmental risks;

 

Strength and financial resources of competitors;

 

Worldwide economic conditions;

  Impact of pandemics, such as the worldwide COVID-19 outbreak, which could impact the Joint Venture Company’s exploration schedule;
 

Expanded rigorous monitoring and testing requirements;

 

Ability to obtain insurance coverage on commercially reasonable terms;

 

Competition generally and the increasing competitive nature of our industry; 

  Risks related to title to properties; and
  Ability to consummate strategic transactions.

 

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You should not unduly rely on these forward-looking statements in this report, as they speak only as of the date of this report. Except as required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events.  All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

 

Overview

 

          The Company is a Houston-based company, whose primary business is the participation in a joint venture to explore in the State of Alaska for gold ore and associated minerals. On January 8, 2015, the Company and Royal Gold, Inc. (“Royal Gold”), through their wholly-owned subsidiaries, consummated the transactions (the “Transactions”) contemplated under the Master Agreement, dated as of September 29, 2014 (the “Master Agreement”), including the formation of the Joint Venture Company, to advance exploration of the Peak Gold Joint Venture Property (as defined below), which is prospective for gold and associated minerals. As of March 31, 2020, the Joint Venture Company leased or controlled over an estimated 860,000 acres for the exploration of gold ore and associated minerals.

 

Background

 

Contango Mining Company (“Contango Mining”), a wholly owned subsidiary of Contango Oil & Gas Company (“Contango”), was formed for the purpose of mineral exploration in the State of Alaska. The Company was formed on September 1, 2010 as a Delaware corporation and on November 29, 2010, Contango Mining assigned all its properties and certain other assets and liabilities to Contango. Contango contributed the properties and $3.5 million of cash to the Company, pursuant to the terms of a Contribution Agreement (the “Contribution Agreement”), in exchange for approximately 1.6 million shares of the Company’s common stock. The transactions occurred between companies under common control. Contango then distributed all of the Company’s common stock to Contango’s stockholders of record as of October 15, 2010, promptly after the effective date of the Company’s Registration Statement Form 10 on the basis of one share of common stock for each ten (10) shares of Contango’s common stock then outstanding.

 

Contango Mining acquired an interest in properties from Juneau Exploration, L.P., (“JEX”) in exchange for $1 million and a 3.0% overriding royalty interest in the properties granted to JEX.  JEX assisted the Company in acquiring additional properties in Alaska pursuant to an Advisory Agreement dated September 6, 2012, and the Company granted to JEX a 2% overriding royalty interest in the additional properties acquired. On September 29, 2014, pursuant to a Royalty Purchase Agreement between JEX and Royal Gold, JEX sold its entire overriding royalty interest in the properties to Royal Gold. On the same date, the Company terminated the Advisory Agreement with JEX.  In connection with the closing of the Transactions with Royal Gold (the “Closing”), the Company formed Peak Gold, LLC (the “Joint Venture Company”) and contributed to the Joint Venture Company the Peak Gold Joint Venture Property near Tok, Alaska, together with other personal property (the “Contributed Assets”) with a historical cost of $1.4 million and an agreed value of $45.7 million (the “Contributed Assets Value”). At the Closing, the Company and Royal Gold, through their wholly-owned subsidiaries, entered into a Limited Liability Company Agreement for the Joint Venture Company (the “JV LLCA”). 

 

Upon Closing, Royal Gold initially contributed $5.0 million to fund exploration activity of the Joint Venture Company. The initial $5.0 million did not give Royal Gold an equity stake in the Joint Venture Company. In connection with the initial contribution, Royal Gold received an option to earn up to a 40% interest in the Joint Venture Company by investing up to $30.0 million (inclusive of the initial $5.0 million investment) prior to October 2018.  As of March 31, 2020, Royal Gold has contributed $36.7 million (including its initial $5.0 million investment) to the Joint Venture Company and earned a 40.0% interest in the Joint Venture Company. Now that Royal Gold has funded $30 million to the Joint Venture Company, pursuant to the terms of the JV LLCA, the Company and Royal Gold are obligated to jointly fund the joint venture operations in proportion to their interests in the Joint Venture Company in order to maintain their respective percentage interests in the Joint Venture Company.  The proceeds of the investment are used for additional exploration of the property it controls.  If a member elects not to contribute to an approved program and budget or contributes less than its proportionate interest, its percentage interest will be reduced.  As of March 31, 2020, the Company had approximately $3.6 million of cash, cash equivalents, and short term investments.  Due to the effects of COVID-19, the Management Committee of the Joint Venture Company approved a $1.8 million budget for 2020 that would serve to care for and maintain the Peak Gold Joint Venture Property, and postpone new exploration until conditions permit.  The Company's share of the budget is approximately $1.1 million.  The Company currently holds a 60.0% interest in the Joint Venture Company.  

appro

Properties

  Since 2009, the Company’s primary focus has been the exploration of a mineral lease with the Native Village of Tetlin whose governmental entity is the Tetlin Tribal Council (“Tetlin Tribal Council”) for the exploration of minerals near Tok, Alaska on a currently estimated 675,000 acres (the “Tetlin Lease”) and almost all of the Company’s resources have been directed to that end. All significant work presently conducted by the Company has been directed at exploration of the Tetlin Lease and increasing understanding of the characteristics of, and economics of, any mineralization. There are no known quantifiable mineral reserves on the Tetlin Lease or any of the Company’s other properties as defined by the SEC Industry Guide 7.

19

 

The Tetlin Lease originally had a ten year term beginning July 2008, which was extended for an additional ten years to July 15, 2028. If the properties under the Tetlin Lease are placed into commercial production, the Tetlin Lease will be held throughout production and the Company would be obligated to pay a production royalty to the Tetlin Tribal Council, which varies from 2.0% to 5.0%, depending on the type of metal produced and the year of production. In June 2011, the Company paid the Tetlin Tribal Council $75,000 in exchange for reducing the production royalty payable to them by 0.25%. In July 2011, the Company paid the Tetlin Tribal Council an additional $150,000 in exchange for further reducing the production royalty by 0.50%. These payments lowered the production royalty to a range of 1.25% to 4.25%, depending on the type of metal produced and the year of production. On or before July 15, 2020, the Tetlin Tribal Council has the option to increase its production royalty by (i) 0.25% by payment to the Joint Venture Company of $150,000, (ii) 0.50% by payment to the Joint Venture Company of $300,000, or (iii) 0.75% by payment to the Joint Venture Company of $450,000.

 

The Joint Venture Company also holds certain State of Alaska unpatented mining claims for the exploration of gold ore and associated minerals. The Company believes that the Joint Venture Company holds good title to its properties, in accordance with standards generally accepted in the mineral industry. As is customary in the mineral industry, the Company conducted only a preliminary title examination at the time it acquired the Tetlin Lease. The Joint Venture Company conducted a title examination prior to the assignment of the Tetlin Lease to the Joint Venture Company and performed certain curative title work.  Before the Joint Venture Company begins any mine development work, however, the Joint Venture Company is expected to again conduct a full title review and perform curative work on any defects that it deems significant. A significant amount of additional work is likely required in the exploration of the properties before any determination as to the economic feasibility of a mining venture can be made.

 

The following table summarizes the Tetlin Lease and unpatented mining claims (the “Peak Gold Joint Venture Property”) held by the Joint Venture Company as of March 31, 2020:

 

Property

 

Location

 

Commodities

 

Claims

 

Estimated Acres

 

Type

Tetlin-Tok

 

Eastern Interior

 

Gold, Copper, Silver

 

131

 

10,900

 

 

State Mining Claims

Eagle

 

Eastern Interior

 

Gold, Copper, Silver

 

428

 

65,900

 

 

State Mining Claims

Bush

 

Eastern Interior

 

Gold, Copper, Silver

 

48

 

7,700

 

 

State Mining Claims

West Fork

 

Eastern Interior

 

Gold, Copper, Silver

 

48

 

7,700

 

 

State Mining Claims

Triple Z

 

Eastern Interior

 

Gold, Copper, Silver

 

108

 

15,800

 

 

State Mining Claims

Noah   Eastern Interior   Gold, Copper, Silver   482   75,400     State Mining Claims

Tetlin-Village

 

Eastern Interior

 

Gold, Copper, Silver

 

-

 

675,000

 

 

Lease

 

 

TOTALS:

 

 

 

1,245

 

858,400

 

 

 

 

Strategy

 

Partnering with strategic industry participants to expand future exploration work. In connection with an evaluation of the Company’s strategic options conducted by the Board of Directors and its financial advisor in 2014, the Company determined to continue its exploration activities on the Peak Gold Joint Venture Property through a joint venture with an experienced industry participant. As a result, the Company formed the Joint Venture Company pursuant to the JV LLCA with Royal Gold. Under the JV LLCA, Royal Gold is appointed as the manager of the Joint Venture Company (the “Manager”), initially, with overall management responsibility for operations of the Joint Venture Company through October 31, 2018, and, thereafter, provided Royal Gold earns at least a forty percent (40%) percentage interest by October 31, 2018. As of March 31, 2020, Royal Gold has earned a 40% interest in the Joint Venture Company, and therefore continues to serve as its Manager.  Royal Gold may resign as Manager and can be removed as Manager for a material breach of the JV LLCA, a material failure to perform its obligations as the Manager, a failure to conduct the Joint Venture Company operations in accordance with industry standards and applicable laws, and other limited circumstances. The Manager will manage and direct the operation of the Joint Venture Company, and will discharge its duties, in accordance with approved programs and budgets. The Manager will implement the decisions of the Management Committee of the Joint Venture Company (the “Management Committee”) and will carry out the day-to-day operations of the Joint Venture Company. Except as expressly delegated to the Manager, the JV LLCA provides that the Management Committee has exclusive authority to determine all management matters related to the Company. The Management Committee currently consists of one appointee designated by the Company and two appointees designated by Royal Gold. Each designate on the Management Committee is entitled to one vote. Except for the list of specific actions set forth in the JV LLCA Agreement, the affirmative vote by a majority of designates is required for action.

 

Effective as of January 6, 2020, Rick Van Nieuwenhuyse was appointed to serve as President and Chief Executive Officer of the Company.  Brad Juneau will continue to be active in the Company as Executive Chairman.   Mr. Van Nieuwenhuyse will perform the functions of the Company’s principal executive officer.  Also, effective on January 6, 2020, the size of the Board was increased from four to five directors with Mr. Van Nieuwenhuyse appointed to the Board to fill the vacancy created by the increase.  Mr. Van Nieuwenhuyse, 64, previously served as President and Chief Executive Officer of Trilogy Metals Inc. from January 2012. Between May 1999 and January of 2012, he served as the President and Chief Executive Officer of NOVAGOLD Resources, Inc. 

 

Structuring Incentives to Drive Behavior. The Company believes that equity ownership aligns the interests of the Company’s executives and directors with those of its stockholders. As of March 31, 2020, the Company’s directors and executives beneficially own approximately 19.2% of the Company’s common stock. An additional 12.0% of the Company’s common stock is beneficially owned by the Marital Trust of Mr. Kenneth R. Peak, the Company’s former Chairman, who passed away on April 19, 2013.

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Restricted Stock; Options. In November 2017, the Company granted 155,000 restricted shares of common stock to its executives and non-executive directors.  All of the restricted stock from this grant vested on January 1, 2020. 
 

In  November 2018, the Company granted 155,000 restricted shares of common stock to its executives and non-executive directors. The restricted stock granted vests in January 2021. As of  March 31, 2020, there were 155,000 shares of such restricted stock that remained unvested.

 

In December 2018, the Company cancelled 117,332 shares of unvested restricted stock held by two of its executives and the non-executive directors that were set to vest on January 1, 2019.  The Company also granted 146,666 restricted shares of common stock to two of its executives and non-executive directors. The restricted shares cancellation and the subsequent new grants were accounted for as modification to the original restricted stock grants.  The incremental fair value will be recognized over the vesting period.  The impact of the modification to the current quarter was immaterial.  All of the restricted stock granted in December 2018 vest in January 2021. As of March 31, 2020, there were 146,666 shares of such restricted stock that remained unvested.

 

In  November 2019, the Company granted 158,000 restricted shares of common stock to its executives and non-executive directors. The restricted stock granted vests in January 2022. As of  March 31, 2020, there were 158,000 shares of such restricted stock that remained unvested.

 

Neither Brad Juneau, the Company’s former Chairman, President and Chief Executive Officer and current Executive Chairman, nor any of the Company’s non-executive directors have ever been paid a salary or cash compensation by the Company.

 

There were no stock option exercises during the three and nine months ended March 31, 2020.  There were also no stock option exercises during the three months ended March 31, 2019.  During the nine months ended March 31, 2019 the Company's current and former executives, directors, and consultants cashless exercised 35,625 stock options resulting in the issuance of 19,513 shares of common stock to the exercising parties and no proceeds to the Company.

 

In connection with the appointment of Rick Van Nieuwenhuyse as the President and Chief Executive Officer of the Company, on January 6, 2020 the Company granted to Mr. Van Nieuwenhuyse options to purchase 100,000 shares of common stock of the Company, with an exercise price of $14.50 per share, which is equal to the closing price on January 6, 2020, the day on which he began employment with the Company. On January 9, 2020, the Company issued 75,000 shares of restricted stock to Mr. Van Nieuwenhuyse. The options and shares of restricted stock each will vest in two equal installments, half on the first anniversary of Mr. Van Nieuwenhuyse’s employment with the Company and half on the second anniversary of his employment with the Company, subject to acceleration upon a change of control of the Company.

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Exploration and Mining Property

 

Exploration and mining rights in Alaska may be acquired in the following manner: public lands, private fee lands, unpatented Federal or State of Alaska mining claims, patented mining claims, and tribal lands. The primary sources for acquisition of these lands are the United States government, through the Bureau of Land Management and the United States Forest Service, the Alaskan state government, tribal governments, and individuals or entities who currently hold title to or lease government and private lands.

 

Tribal lands are those lands that are under control by sovereign Native American tribes, such as land constituting the Tetlin Lease or Alaska Native corporations established by the Alaska Native Claims Settlement Act of 1971. Areas that show promise for exploration and mining can be leased from or joint ventured with the tribe controlling the land, including land constituting the Tetlin Lease.

 

The State of Alaska government owns public lands. Mineral resource exploration, development and production are administered primarily by the State Department of Natural Resources. Ownership of the subsurface mineral estate, including alluvial and lode mineral rights, can be acquired by staking a 40 -acre or 160 -acre mining claim, which right is granted under Alaska Statute Sec. 38.05.185 to 38.05.275, as amended. The State of Alaska government continues to own the surface estate, subject to certain rights of ingress and egress owned by the claimant, even though the subsurface can be controlled by a claimant with a right to extract through claim staking. A mining claim is subject to annual assessment work requirements, the payment of annual rental fees and royalties due to the State of Alaska after commencement of commercial production. Both private fee-land and unpatented mining claims and related rights, including rights to use the surface, are subject to permitting requirements of federal, state, tribal and local governments.

 

Gold Exploration

 

The Joint Venture Company controls approximately an estimated 860,000 acres consisting of the Tetlin Lease and State of Alaska mining claims for the exploration of gold and associated minerals. To date, our gold exploration has concentrated on the Tetlin Lease, with only a limited amount of work performed on the Tok, Eagle, Bush, West Fork, Triple Z, and Noah claims.

 

  The Joint Venture Company initiated its exploration efforts with a summer 2015 exploration program on the Tetlin Lease. The work program anticipated spending $5 million with a possible expansion of the work program in early fall if drilling results warranted further work. The drilling program included exploration targets that were helicopter-supported at the Tors, Saddle, North Saddle and Saddle Skarn targets and road-supported work at the Peak Zone area. Most of the initial work program (Phase I) was completed by early August with assay results received by early September. On August 31, 2015, the Joint Venture Company approved a budget of up to approximately $4 million for additional exploration work to be completed before the drilling season ended in October 2015 and incurred aggregate cost of approximately $6.8 million for the calendar 2015 exploration program.

 

 The Joint Venture Company initiated a calendar 2016 Phase I exploration program consisting of drilling the North Peak target area which began in February 2016 on the Tetlin Lease with an approved budget of $4.4 million. An additional budget was approved for spending up to an additional $6.8 million during the remainder of calendar 2016. The Joint Venture Company initiated a 2016 Phase II exploration drilling program in May, which was completed in September. A Phase III exploration drilling program was initiated in October and completed in November.  The project incurred an aggregate cost in calendar 2016 of approximately $10.6 million.

 

       The Joint Venture Company initiated a calendar 2017 Phase I exploration program consisting of drilling the North Peak target area and testing the True Blue Moon target area which began in February 2017 on the Tetlin Lease with an approved budget of $5.3 million.  The 2017 Phase I program was completed in April.  The Joint Venture Company initiated a 2017 Phase II exploration drilling and reconnaissance program in May, which was completed in July 2017.  The Joint Venture Company initiated Phase III of the 2017 drilling program, which consisted of exploration drilling in the West Peak, West Peak Extension, 7 O’clock, Forks, and North Peak areas in September 2017.  Phase III was completed in October 2017.  The calendar 2017 Phase I, Phase II, and Phase III programs and associated technical work incurred an aggregate cost through December 31, 2017 of approximately $12.2 million.

 

The Joint Venture Company initiated a calendar year 2018 exploration program with an approved budget of $10.7 million, of which the Company’s share was approximately $6.1 million. The 2018 exploration program was completed in October 2018.  The Company contributed $5.4 million to the Joint Venture Company during calendar year 2018.  The budget included an extensive 74 line kilometers of ground geophysics program utilizing both Induced Polarization (“IP”) and Titan EM techniques.  Surveys were carried out on targets within an 8-kilometer radius of Main Peak to identify targets similar to Main and North Peak and two targets in the southeastern part of the Tetlin Lease, Copper Hill and Taixtsalda.  Titan EM surveys were carried out on three targets identified from airborne magnetics surveys as porphyry type signatures.  The program drill tested a number of targets within an 8-kilometer radius of the Main Peak deposit.  In addition to the exploration work, during the 2018 exploration program, the Joint Venture conducted engineering studies along with metallurgical testing to support the completion of a Preliminary Economic Assessment of the Company’s Main Peak and North Peak resource areas near Tok, Alaska.  

 

The Management Committee of the Joint Venture Company approved an exploration budget for calendar 2019 of $6.9 million, of which the Company's share was approximately $4.1 million.  The program was completed in October 2019 below budget.  The program included ground geophysics utilizing IP and soil samples within the greater Chief Danny area. A further program of reconnaissance work, drilling and airborne Versatile Time Domain Electromagnetics (VTEM) survey was completed in the Hona and Eagle claims blocks to follow up stream sediment sampling work completed in 2017.  Also included was soil sampling and ground geophysics work on the Triple Z target. The program drill tested targets adjacent to the Main Peak deposit, on the Hona claims and a target in the North Saddle area.  The budget also included funding to initiate a program of surface and groundwater characterization to support future permitting efforts.  The Company funded a total of $4.1 million to the Joint Venture Company during calendar year 2019, which related to both the 2019 and 2018 exploration programs. 

 

Due to the effects of COVID-19, the Management Committee of the Joint Venture Company approved a $1.8 million budget for 2020 that would serve to care for and maintain the Peak Gold Joint Venture Property, and postpone new exploration until conditions permit.  The Company's share of the budget is approximately $1.1 million.   The Company's ability to contribute funds to the Joint Venture Company in proportion to its 60% interest in the Joint Venture Company will depend on its ability to raise capital.  If the Company is unable to fund its contribution to the approved programs and budgets for the Joint Venture Company, its interest in the Joint Venture Company will be diluted.

 

22

 

 

From inception to March 31, 2020, the Joint Venture Company has incurred $46.5 million in exploration program expenditures.  As of March 31, 2020, the Company has contributed approximately $10.0 million in cash to the Joint Venture Company and Royal Gold had funded a total of $36.7 million (including the initial investment of $5 million).  The Company has a 60% interest in the Joint Venture Company, with Royal Gold holding the other 40%.

 

Hona Prospect Area

 

The Hona Prospect area is located on Alaska State mining claims approximately 25 kilometers west of the Main Peak deposit.  A reconnaissance program was carried out on the Hona claim block in 2017, which consisted of 363 pan concentrate and 364 stream sediment samples.  Anomalous gold and copper values were found during the 2017 program and in 2019 follow-up reconnaissance work was completed. This effort consisted of taking 615 rock chip samples and surface mapping.  The two programs identified three target areas Hona 1, Hona 2 and Hona 3.  Exploration drilling in 2019, consisting of two core holes, totaling 1,301 meters, tested a portion of the Hona 2 target.  As part of the 2019 program, 1,006 line-km of helicopter-borne magnetic and VTEM survey was completed over a portion of the Hona Prospect.

 

The map below depicts the location of the two core holes drilled at the Hona 2 target along with rock chip sampling results and surface geology.

 

 

 

Significant Drill Intercepts from the 2019 Program. Sample intervals are calculated using 0.5 grams per tonne (gpt) lower cut off for gold with no internal waste less than cutoff grade that is greater than 3 meters in thickness. Intercepts shown are drill intercept lengths. True width of mineralization is unknown. The grade cutoff for gold (Au) is 0.5 gpt; for silver (Ag) is 10 gpt; and for copper (Cu) is 0.1%. The following table summarizes the significant drilling results obtained for the complete 2019 Program:

 

DrillHole

Zone

From (meters)

To (meters)

Interval (meters)

Au_gpt

Au_opt

Ag_gpt

Cu %

HN19001

Hona 2

                    32.00

                    35.05

                      3.05

                      1.01

                    0.029

                        1.4

0.027

HN19001

Hona 2

                  436.17

                  440.89

                      4.72

                      0.80

                    0.023

                          -   

0.025

HN19001

Hona 2

                  452.78

                  460.71

                      7.93

                      0.88

                    0.026

                        0.4

0.034

HN19002

Hona 2

                  224.33

                  227.38

                      3.05

                      0.59

                    0.017

                          -   

0.012

HN19002

Hona 2

                  339.09

                  342.29

                      3.20

                      1.23

                    0.036

                        1.3

0.046

HN19002

Hona 2

                  369.27

                  373.56

                      4.29

                      0.55

                    0.016

                          -   

0.028

HN19002

Hona 2

                  396.85

                  399.04

                      2.19

                      0.93

                    0.027

                        1.7

0.024

HN19002

Hona 2

                  445.24

                  446.53

                      1.29

                      3.05

                    0.089

                        0.8

0.029

HN19002

Hona 2

                  612.65

                  629.67

                    17.02

                      0.41

                    0.012

                        5.4

0.333

 

 

The exploration effort on the Tetlin Lease has resulted in identifying two mineral deposits (Peak and North Peak) and several other gold and copper prospects following drilling programs starting in 2011. Surface, bedrock, and stream sediment data on the Tetlin Lease as well as on the Eagle, Noah and Tok state of Alaska claims adjacent to the Tetlin Lease have been gathered during the summer exploration programs. There was no exploration program in 2014. None of the exploration targets are known to host quantifiable commercial mineral reserves and none are near or adjacent to other known significant gold or copper deposits. There has been no recorded past placer or lode mining on Peak Gold Joint Venture Property, and the Company and the Joint Venture Company are the only entities known to have conducted drilling operations on the Joint Venture Property.

 

Chief Danny Prospect Area

 

The Chief Danny Prospect Area currently is the most advanced exploration target on the Tetlin Lease and is comprised of several distinct mineralized areas: Main Peak Zone, Discovery Zone, West Peak Zone, North Peak Zone, Saddle Zone and the 7 O’clock area. The Chief Danny prospect was discovered during rock, stream sediment and pan concentrate sampling in 2009 and since then has been explored using top of bedrock soil auger sampling, trenching, ground IP geophysics, airborne magnetic and resistivity surveys and core drilling. Results from this work indicate the presence of a zoned metal-bearing system consisting of a gold-copper-iron enriched core covering six square miles at Chief Danny South (includes Main Peak, Discovery, West Peak, and North Peak) and a fault-offset arsenic-gold enriched zone to the north covering three square miles at the Saddle Zone. The Joint Venture Company has conducted extensive drilling on the Main Peak, North Peak, and West Peak Zones. The Joint Venture Company has also conducted some environmental base line studies on the areas surrounding the Chief Danny prospect, as well as airborne magnetic and resistivity programs. From 2009 through March 31, 2020, the Joint Venture Company conducted field-related exploration work at the Chief Danny Prospect, including collecting the following samples:

 

Year

 

Program

 

Core

Samples

 

Rock

Samples

 

Soil

Samples

 

Pan Con

Samples

 

Stream Silt

Samples

 

Core (feet)

 

IP/Geophysics

(kilometers)

 

Trenching

(feet)

2009

 

Chief Danny

 

 

 

958

 

 

33

 

 

94

 

 

11

 

 

 

 

 

 

2,330

 

2010

 

Chief Danny

 

 

 

613

 

 

760

 

 

668

 

 

795

 

 

 

 

14

 

 

 

2011

 

Chief Danny

 

1,267

 

 

20

 

 

688

 

 

 

 

 

 

8,057

 

 

3,957

 

 

 

2012

 

Chief Danny

 

5,223

 

 

82

 

 

1,029

 

 

 

 

 

 

36,006

 

 

 

 

 

2013

 

Chief Danny

 

8,970

 

 

14

 

 

1,406

 

 

85

 

 

278

 

 

47,081

 

 

2,414

 

 

 

2014

 

Chief Danny

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

Chief Danny

 

8,352

 

 

133

 

 

 

 

 

 

 

 

46,128

 

 

 

 

 

2016

 

Chief Danny

 

10,450

 

 

21

 

 

694

 

 

 

 

 

 

67,336

 

 

24

 

 

 
2017   Chief Danny   11,864     112     975     408     408     59,347     48      
2018   Chief Danny   2,973     402     63     45     9     20,307     80      
2019   Chief Danny   1,575     839     1,563     18         10,079     1,049        

 

 

Total

 

50,674

 

 

3,194

 

 

7,211

 

 

1,318

 

 

1,501

 

 

294,341

 

 

7,586

 

 

2,330

 

 

The map below depicts the grade times thickness in the Main Peak, North Peak, and West Peak zones:

 

23

 

 

During the quarter ended March 31, 2020, the Joint Venture Company spent an estimated $0.6 million on program activities and related expenses.

 

2019 Exploration Program.  During the quarter ended December 31, 2019, the Joint Venture Company spent an estimated $1.6 million on program activities, including metallurgical testing, geochemical data analyses, geophysical surveys landholding fees and other related expenses.

 

During the quarter ended September 30, 2019 the Joint Venture Company spent an estimated $2.8 million on program activities, including 7.6 line kilometers of IP geophysical surveys and 125 soil auger sampling and 146 rock chip samples within the Chief Danny area.  Exploration drilling consisted of 1,771 meters in four holes, which included three holes for 1,117 meters in the East Peak area and one hole of 654 meters at the North Saddle. 

 

The map below depicts the location of the core holes drilled in the East Peak and North Saddle zones.

 

 
 
24

 

 

 

 
 

Significant Drill Intercepts from the 2019 Program. Sample intervals are calculated using 0.5 grams per tonne (gpt) lower cut off for gold with no internal waste less than cutoff grade that is greater than 3 meters in thickness. Intercepts shown are drill intercept lengths. True width of mineralization is unknown. The grade cutoff for gold (Au) is 0.5 gpt; for silver (Ag) is 10 gpt; and for copper (Cu) is 0.1%. The following table summarizes the significant drilling results obtained for the complete 2019 Program:

 

DrillHole

Zone

From (meters)

To (meters)

Interval (meters)

Au_gpt

Au_opt

Ag_gpt

Cu %

TET19446

East Peak

                  213.52

                  215.00

                      1.48

                      1.11

                    0.032

                      64.8

                    0.046

TET19447

East Peak

                  148.44

                  151.49

                      3.05

                      0.99

                    0.029

                      31.0

                    0.022

TET19447

East Peak

                  303.70

                  306.29

                      2.59

                      1.70

                    0.050

                      61.8

                    0.116

TET19447

East Peak

                  326.04

                  327.17

                      1.13

                      1.70

                    0.050

                        5.1

                    0.076

TET19447

East Peak

                  339.85

                  342.14

                      2.29

                      1.79

                    0.052

                        3.1

                    0.108

TET19447

East Peak

                  407.21

                  408.52

                      1.31

                      9.18

                    0.268

                        1.9

                    0.049

TET19448

East Peak

                  326.77

                  329.34

                      2.57

                      2.37

                    0.069

                        1.3

                    0.015

 


 

 

25

 

 

2019 Exploration Program – continued.  During the quarter ended June 30, 2019, the Joint Venture Company spent an estimated $1.7 million on program activities, including 23.3 line kilometers of IP geophysical surveys and 1,363 soil auger sampling within the Chief Danny area.  Drill targets were assessed and initial drilling to test East Peak and North Saddle started in mid-August.  In addition, seven monitor wells were installed in and around the deposit area to initiate groundwater characterized to support baseline date collection. 

 

During the quarter ended March 31, 2019, the Joint Venture Company spent an estimated $0.3 million on program activities, including metallurgical testing, geochemical data analyses, landholding fees and other related expenses.

 

2018 Exploration Program - Phase I.   During the quarter ending December 31, 2018, 3.5 line-kilometers of IP surveys, 35.0 line-kilometers of Titan DCIP/MT surveys and 4,427 meters of core drilling were completed. The Joint Venture Company spent an estimated $4.6 million, during the quarter, on program activities, including drilling, geochemical analyses, landholding fees and other related expenses. Exploration drilling consisted of 2,177 meters in six holes in the North Saddle Area, 1,403 meters in six holes in Copper Hill, 207 meters in two holes in 2 O’clock, 261 meters in one hole in 8 O’clock, 180 meters in one hole in Main Peak and 200 meters in one northeast of North Peak.  In the 2018 field season, 6,189 meters of drilling in 28 holes were completed.

 

Metallurgical testing of 19 composite samples from the Main Peak deposit were completed and showed good metallurgical response to direct cyanidation.  The Main Peak testing along with previously completed metallurgical testing on North Peak were used as the basis for the Preliminary Economic Assessment completed in September 2018.

 

26

 

 

 

The map below depicts the location of the core holes drilled in the 8 O'clock, 2 O'clock, Main Peak and North Saddle zones:

 

Significant Drill Intercepts from the 2018 Phase I Program. Sample intervals are calculated using 0.5 grams per tonne (gpt) lower cut off for gold with no internal waste less than cutoff grade that is greater than 3 meters in thickness. Intercepts shown are drill intercept lengths. True width of mineralization is unknown. The grade cutoff for gold (Au) is 0.5 gpt; for silver (Ag) is 10 gpt; and for copper (Cu) is 0.1%. The following table summarizes the significant drilling results obtained for the complete Phase I of the 2018 Program:

 

Drillhole

Zone

From (meters)

To (meters)

Interval (meters)

Au g/t

Au_opt

Ag g/t

Cu %

TET18421

Two O'clock

41.14

42.86

1.72

1.18

.034

39.7

0.025

TET18430

Eight O'clock

124.05

124.66

0.61

3.11

.091

38.3

0.213

TET18433

Copper Hill

112.00

113.77

1.77

8.08

.236

5.4

0.036

TET18440

North Saddle

179.88

181.52

1.64

1.48

.043

0.6

0.003

TET18440

North Saddle

231.46

233.58

2.12

0.95

.028

2.6

0.014

TET18440

North Saddle

307.40

310.47

3.07

0.69

.020

15.8

0.013

TET18443

North Saddle

84.92

88.26

3.34

0.87

.025

15.8

0.021

TET18443

North Saddle

96.92

98.43

1.51

1.11

.032

18.7

0.023

TET18443

North Saddle

196.04

199.4

3.36

1.13

.033

142.3

0.139

TET18443

North Saddle

285.86

288.75

2.89

0.83

.024

22.5

0.060

TET18443

North Saddle

353.11

355.18

2.07

0.95

.028

15.8

0.062

TET18443

North Saddle

422.58

425.23

2.65

0.73

.021

3.9

0.017

TET18445

Main Peak

83.60

162.73

79.13

0.59

.017

45.8

0.938

Including

Main Peak

103.07

115.46

12.39

3.14

.092

16.4

0.475

 

 

27

 

 

2018 Exploration Program - Phase I (continued). During the quarter ending June 30, 2018, 30.6 line-kilometers of IP surveys, 10.6 line-kilometers of Titan DCIP/MT surveys and 1,762 meters of core drilling were completed. The Joint Venture Company spent an estimated $4.0 million, during the quarter, on program activities, including drilling, geochemical analyses, landholding fees and other related expenses. Exploration drilling consisted of 1,518 meters in ten holes in the 2 O’clock area and 244 meters in two holes in the 8 O’clock area.  To date, the Joint Venture Company has also completed 1,370 meters of core drilling at Copper Hill, and has drilled the North Saddle Zone for porphyry prospects.

 

Nineteen composite samples from the Main Peak orebody and 19 composite samples from the North Peak orebody were the subject of ongoing metallurgical testing in support of the Preliminary Economic Evaluation completed in September.  Test results support the economic processing of Main and North Peak materials in a conventional gold processing plant using traditional mining methods.

 

The map below depicts the location of the core holes drilled in the 8 O'clock, 2 O'clock, and North Saddle zones during the 2018 Phase I Program:

 

 

28

 

 

The map below depicts the location of the core holes drilled in the Copper Hill zone during the 2018 Phase I Program:

Significant Drill Intercepts from the 2018 Phase I Program.  Sample intervals are calculated using 0.5 grams per tonne (gpt) lower cut off for gold with no internal waste less than cutoff grade that is greater than 3 meters in thickness. Intercepts shown are drill intercept lengths. True width of mineralization is unknown. The grade cutoff for gold (Au) is 0.5 gpt; for silver (Ag) is 10 gpt; and for copper (Cu) is 0.1%. For the 2018 exploration program, no significant intervals were encountered in the drilling. 

 

 
 
29

 

 

Consulting Services provided by Avalon Development Corporation

 

Until January 8, 2015, the Company was a party to a Professional Services Agreement (“PSA”) with Avalon to provide certain geological consulting services and exploration activities with respect to the Peak Gold Joint Venture Property. Pursuant to the PSA, Avalon provided geological consulting services and exploration activities, including all field work at the Tetlin Lease.  In connection with the Transactions, the Company terminated the PSA with Avalon.  Avalon continued to provide services to the Joint Venture Company until February 28, 2020, when its owner, Curtis J. Freeman, retired.  The Joint Venture Company has retained key administrative, geology, and database management personnel from Avalon, on a contract basis.  The Company's CEO, Rick Van Nieuwenhuyse, who has extensive experience in the mining industry, and the personnel retained from Avalon are assisting the Joint Venture Company in place of Avalon.

 

Services Provided by Tetlin Village Members

 

Since the start of the term of our Tetlin Lease, the Company has worked closely with the Tetlin Tribal Council to train and employ Tetlin residents during Peak Gold Joint Venture project exploration programs. During the Company’s exploration programs, there were 10 to 15 Tetlin residents working on the Peak Gold Joint Venture project employed on a seasonal basis through Avalon. Their duties included reconnaissance soil, stream sediment and pan concentrate sampling, diamond drill core processing, drill pad construction and related tasks, expediting services, food services, database management, vehicle transportation and maintenance services, reclamation activities, and project management tasks.

 

Community Affairs

 

 In April 2015, the Joint Venture Company entered into a Community Support Agreement (as amended, the “Support Agreement”) with the Tetlin Village for a one year period, which has been extended for an additional two year period under the same terms. Under the extended Support Agreement the Joint Venture Company provided payments to the Tetlin Village four times during the year for an aggregate amount of $110,000 through January 1, 2017 and an additional $100,000 through January 1, 2018.   The Support Agreement was extended a second time for an additional two-year period under the same terms.  Under the second extension, the Joint Venture Company provided payments to the village four times during the year for an aggregate amount of $100,000 through January 1, 2019 and an additional $100,000 through January 1, 2020.   The Support Agreement was extended a third time for an additional one-year period under the same terms.  Under the third extension, the Joint Venture Company provides payments to the Tetlin Village four times during the year for an aggregate amount of $100,000 through January 1, 2021.  The Support Agreement defines agreed uses for the funds and auditing rights regarding use of funds. In addition, the Joint Venture Company supports the Tetlin Village in maintenance of the village access road, which is used by the Joint Venture Company.  

 

Adverse Climate Conditions

 

Weather conditions affect the Joint Venture Company’s ability to conduct exploration activities and mine any ore from the Peak Gold Joint Venture Property in Alaska. While the Company believes exploration, development work and any subsequent mining may be conducted year-round, the arctic climate limits many exploration and mining activities during certain seasons.

 

30

 

 

Competition

 

The Company currently faces strong competition for the acquisition of any new exploration-stage properties as well as extraction of any minerals in Alaska. Numerous larger mining companies actively seek out and bid for mining prospects as well as for the services of third party providers and supplies, such as mining equipment and transportation equipment. The Company’s competitors in the exploration, development, acquisition and mining business will include major integrated mining companies as well as numerous smaller mining companies, almost all of which have significantly greater financial resources and in-house technical expertise. In addition, the Company will compete with others in efforts to obtain financing to explore our mineral properties.

 

Off-Balance Sheet Arrangements

 

None.

 

Contractual Obligations

 

The Tetlin Lease had an initial ten year term beginning July 2008 which was extended for an additional ten years to July 15, 2028, or so long as the Joint Venture Company initiates and continues to conduct mining operations on the Tetlin Lease. The Joint Venture Company was required to spend $350,000 per year annually until July 15, 2018 in exploration costs pursuant to the Tetlin Lease. Exploration expenditures to date under the Tetlin Lease have satisfied this work commitment requirement for the full lease term, through 2028, because exploration funds spent in any year in excess of $350,000 are credited toward future years’ exploration cost requirements. The Tetlin Lease also provides that the Joint Venture Company will pay the Tetlin Tribal Council a production royalty ranging from 2.0% to 5.0% should the Joint Venture Company deliver to a purchaser on a commercial basis precious or non-precious metals derived from the properties under the Tetlin Lease. As of March 31, 2020, the Company had paid the Tetlin Tribal Council $225,000 in exchange for reducing the production royalty payable to them by 0.75%. These payments lowered the production royalty to a range of 1.25% to 4.25%. On or before July 15, 2020, the Tetlin Tribal Council has the option to increase its production royalty by (i) 0.25% by payment to the Joint Venture Company of $150,000, (ii) 0.50% by payment to the Joint Venture Company of $300,000, or (iii) 0.75% by payment to the Joint Venture Company of $450,000.

 

On January 8, 2015, the Company assigned the Tetlin Lease to the Joint Venture Company in connection with the Transactions.

 

Until such time as production royalties begin, the Joint Venture Company will pay the Tetlin Tribal Council an advance minimum royalty of approximately $75,000 per year, plus an inflation adjustment. Additionally, the Joint Venture Company will pay Royal Gold an overriding royalty of 3.0% should it deliver to a purchaser on a commercial basis gold or associated minerals derived from the Tetlin Lease, Additional Properties and certain other properties, and an overriding royalty of 2.0% should it deliver to a purchaser on a commercial basis precious metals, non-precious metals or hydrocarbons derived from any other properties. The Joint Venture Company pays claim rentals on state of Alaska mining claims which vary based on the ages of the claims. For the 2019–2020 assessment year, claims rentals totaled $323,248. Also, if the minimum work requirement is not performed on the property, additional minimum labor payments are due on certain state of Alaska acreage.

 

In February 2019, the Company entered into Retention Agreements with its then-Chief Executive Officer, Brad Juneau, its Chief Financial Officer, Leah Gaines, and one other employee providing for payments in an aggregate amount of $1,500,000 upon the occurrence of certain conditions. The Retention Agreements, as amended, are triggered upon a change of control (as defined in the applicable Retention Agreement), that takes place prior to August 6, 2025, provided that the recipient is employed by the Company when the change of control occurs.  Mr. Juneau and Ms. Gaines will receive a payment of $1,000,000 and $250,000, respectively, upon a change of control.

 

Application of Critical Accounting Policies and Management’s Estimates

 

The discussion and analysis of the Company’s financial condition and results of operations is based upon the consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We have identified below the policies that are of particular importance to the portrayal of our financial position and results of operations and which require the application of significant judgment by management. The Company analyzes its estimates, including those related to its mineral reserve estimates, on a periodic basis and bases its estimates on historical experience, independent third party engineers and various other assumptions that management believes to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the Company’s consolidated financial statements:

 

Stock-Based Compensation. The Company applies the fair value method of accounting for stock-based compensation. Under this method, the Company measures and recognizes compensation expense for all stock-based payments at fair value at the date of grant and amortize the amount over the employee’s service period. Management is required to make assumptions including stock price volatility and employee turnover that are utilized to measure compensation expense.

 

31

 

 

Investment in the Joint Venture Company. The Company’s consolidated financial statements include the investment in the Joint Venture Company, which is accounted for under the equity method. The Company has designated one of the three members of the Management Committee and on March 31, 2020 held a 60.0% ownership interest in the Joint Venture Company. Royal Gold serves as the Manager of the Joint Venture Company and manages, directs, and controls operations of the Joint Venture Company. The Company recorded its investment at the historical cost of the assets contributed. The cumulative losses of the Joint Venture Company exceed the historical cost of the assets contributed to the Joint Venture Company; therefore, the Company’s investment in the Joint Venture Company as of March 31, 2020 is zero. The portion of the cumulative loss that exceeds the Company’s investment will be suspended and recognized against earnings, if any, from the investment in the Joint Venture Company in future periods.

 

Results of Operations

 

Neither the Company nor the Joint Venture Company has commenced mining or producing commercially marketable minerals. To date, neither the Company nor the Joint Venture Company has generated any revenue from mineral sales or operations. Neither the Company nor the Joint Venture Company has any recurring source of revenue and other than Royal Gold’s contributions in connection with the Transactions, the Company’s ability to continue as a going concern is dependent on our ability to raise capital to fund our future exploration and working capital requirements. In the future, the Joint Venture Company may generate revenue from a combination of mineral sales and other payments resulting from any commercially recoverable minerals from the Peak Gold Joint Venture Property. We do not expect the Joint Venture Company to generate revenue from mineral sales in the foreseeable future. If the Peak Gold Joint Venture Property fails to contain any proven reserves, our ability to generate future revenue, and our results of operations and financial position, would be materially adversely affected. Other potential sources of cash, or relief of demand for cash, include external debt, the sale of shares of our stock, joint ventures, or alternative methods such as mergers or sale of our assets. No assurances can be given, however, that we will be able to obtain any of these potential sources of cash. We will need to generate significant revenues to achieve profitability and we may never do so.

 

Three Months Ended March 31, 2020 Compared to Three Months Ended March 31, 2019

 

General and Administrative Expense. General and administrative expense for the three months ended March 31, 2020 and 2019 were $1,322,124 and $1,070,916, respectively. Current year general and administrative expenses primarily relate to audit fees, legal fees, management fees, and stock-based compensation expense. We recognized $862,125 of stock-based compensation expense for the three months ended March 31, 2020, related to restricted stock granted to our officers and directors in January 2020, November 2019, December 2018, November 2018, August 2016, September 2015 and November 2014, all pursuant to the Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan (as amended, the “Equity Plan”).  We recognized $724,970 of stock-based compensation expense for the three months ended March 31, 2019, related to restricted stock granted to our officers and directors in November 2018, November 2017, November 2016, August 2016, September 2015, and November 2014, all pursuant to the Equity Plan.

 

Loss from Equity Investment in the Joint Venture Company.  The loss from the Company’s equity investment in the Joint Venture Company for the three months ended March 31, 2020 and 2019 was $600,000 and $420,000, respectively.  Pursuant to the terms of the JV LLCA, the Company and Royal Gold are required to jointly fund the joint venture operations in proportion to their interests in the Joint Venture Company to avoid dilution.  The Company invested $600,000 in the Joint Venture Company during the three months ended March 31, 2020, and $420,000 during the three months ended March 31, 2019.   The portion of the cumulative loss that exceeds the Company’s cumulative investment will be suspended and recognized against earnings, if any, from the Company’s investment in the Joint Venture Company in future periods. The suspended losses for the period from inception to March 31, 2020 are $23.0 million. 

 

Nine Months Ended March 31, 2020 Compared to Nine Months Ended March 31, 2019

 

General and Administrative Expense. General and administrative expense for the nine months ended March 31, 2020 and 2018 were $3,464,060 and $3,168,099, respectively. Current year general and administrative expenses primarily relate to audit fees, legal fees, management fees, and stock-based compensation expense. We recognized $2,485,448 of stock-based compensation expense for the nine months ended March 31, 2020, related to restricted stock granted to our officers and directors in January 2020, November 2019, December 2018, November 2018, November 2016, August 2016, September 2015 and November 2014, all pursuant to the Company’s 2010 Equity Compensation Plan.  We recognized $2,255,937 of stock-based compensation expense for the nine months ended March 31, 2019, related to restricted stock granted to our officers and directors in December 2018, November 2018, November 2017, November 2016, August 2016, September 2015 and November 2014, all pursuant to the Company’s 2010 Equity Compensation Plan.  

 

Loss from Equity Investment in the Joint Venture Company.  The loss from the Company’s equity investment in the Joint Venture Company for the nine months ended March 31, 2020 and 2019 was $3,300,000 and $3,210,000, respectively.  Pursuant to the terms of the JV LLCA, the Company and Royal Gold are required to jointly fund the joint venture operations in proportion to their interests in the Joint Venture Company to avoid dilution. The Company invested $3,300,000 million in the Joint Venture Company during the nine months ended March 31, 2020, and $3,210,000 during the nine months ended March 31, 2019.   The portion of the cumulative loss that exceeds the Company's cumulative investment will be suspended and recognized against earnings, if any, from the Company's investment in the Joint Venture Company in future periods. The suspended losses for the period from inception to March 31, 2020 are $23.0 million. 

 

32

 

Liquidity and Capital Resources

 

Prior to the Closing, the Company’s primary cash requirements were for exploration-related expenses.  Since the Closing, the Company’s primary cash requirements have been for general and administrative expenses and capital calls from the Joint Venture Company.  The Company’s sources of cash have been from common stock offerings. The Peak Gold Joint Venture Property is still in the initial stages of exploration, and the longer term liquidity of the Company will be impaired to the extent the Joint Venture Company’s exploration efforts are not successful in generating commercially viable mineral deposits on the Peak Gold Joint Venture Property.  

 

As of March 31, 2020, the Company had approximately $3.6 million of cash, cash equivalents, and short-term investments. Due to the effects of COVID-19, the Management Committee of the Joint Venture Company approved a $1.8 million budget for 2020 that would serve to care for and maintain the Peak Gold Joint Venture Property, and postpone new exploration until conditions permit.  The Company's share of the budget is approximately $1.1 million. Under this approved budget, the Company has sufficient liquidity to meet its working capital requirements for the next twelve months.  The Company believes that if a larger budget beyond the current care and maintenance budget is undertaken by Joint Venture Company this calendar year and the Company funds its portion, or if we don't complete a strategic transaction, the Company will need to raise capital to fund future exploration.  If a larger budget is undertaken, and no additional financing is obtained, the Company can elect not to fund its portion of the approved budget, in which case the Company would maintain sufficient liquidity to meet its working capital requirements for the next twelve months. 

 

In September 2016, the Company distributed a Private Placement Memorandum to its warrant holders to give them the opportunity to exercise their warrants at a reduced exercise price and receive shares of common stock, par value $0.01 per share of the Company by paying the reduced exercise price in cash and surrendering the original warrants.  The offering applied to warrant holders with an exercise price of $10.00 per share originally issued in March 2013. The offering gave the warrant holders the opportunity to exercise the warrants for $9.00 per share. The offer expired on November 15, 2016. In conjunction with the offering a total of 587,500 warrants were exercised resulting in total cash to the Company of $5.3 million.  On October 13, 2017, the Company distributed a Private Placement Memorandum to its warrant holders to give them the opportunity to exercise their warrants at a reduced exercise price and receive shares of common stock, par value $0.01 per share of Contango ORE, Inc. by paying the reduced exercise price in cash and surrendering the original warrants.  The offering applied to warrant holders with an exercise price of $10.00 per share originally issued in March 2013. The offering gave the warrant holders the opportunity to exercise the warrants for $9.50 per share. The offer expired on November 10, 2017.  In conjunction with the offering a total of 124,999 warrants were exercised resulting in total cash to the Company of $1.2 million.  Proceeds from the exercise of the warrants will be used for working capital purposes and for funding future obligations to the Joint Venture Company. 

 

On October 23, 2017, the Company completed the issuance and sale of an aggregate of 553,672 shares of common stock, par value $0.01 per share, of the Company at a purchase price of $19.00 per share of common stock, in a private placement to certain purchasers pursuant to a Stock Purchase Agreement dated as of October 23, 2017, by and among the Company and each purchaser named therein.  Brad Juneau, who was serving as the Company’s President and Chief Executive Officer at the time of the offering, purchased 13,200 shares of common stock, at an aggregate purchase price of $250,800, in the Private Placement on the same terms and conditions as all other purchasers.  The Private Placement resulted in approximately $10.5 million of gross proceeds and approximately $10.0 million of net proceeds. The Company will use the net proceeds from the Private Placement to fund its exploration and development program and for general corporate purposes. Petrie acted as sole placement agent in connection with the Private Placement and received a placement agent fee equal to 6.50%, which was reduced to 3.25% for existing stockholders and other purchasers referred by those existing stockholders, or a total of $0.5 million in placement agent fees. 

 

             On January 8, 2015, Royal Gold invested $5 million to fund exploration activity, and had the option to earn up to a 40% interest in the Joint Venture Company by investing up to $30 million (inclusive of the initial $5 million investment) prior to October 31, 2018. As of March 31, 2020, Royal Gold had funded approximately $35.1 million (including the initial investment of $5 million) and earned a 40.0% interest in the Joint Venture Company.  The proceeds of Royal Gold’s investment were used for additional exploration of the Peak Gold Joint Venture Property. For additional information regarding the Joint Venture Company’s capital budget and expenditures, see the “Gold Exploration” section above.  

 

  Pursuant to the terms of the JV LLCA, the Company and Royal Gold are required to jointly fund the joint venture operations in proportion to their interests in the Joint Venture Company. If a member elects not to contribute to an approved program and budget or contributes less than its proportionate interest, its percentage interest will be reduced. The capital costs of developing a large gold mining facility could exceed $1 billion. The Company’s ability to contribute funds sufficient to retain its membership interests in the Joint Venture Company may be limited. To date, neither the Company nor the Joint Venture Company has generated any revenue from mineral sales or operations. In the future, the Joint Venture Company may generate revenue from a combination of mineral sales and other payments resulting from any commercially recoverable minerals from the Peak Gold Joint Venture Property. The Company does not expect the Joint Venture Company to generate revenue from mineral sales in the foreseeable future. Further, neither the Company nor the Joint Venture Company has any recurring source of revenue other than Royal Gold’s contributions in connection with the Transactions. As a result, the Company’s ability to contribute funds to the Joint Venture Company and retain its interest will depend on its ability to raise capital. The Company has limited financial resources and the ability of the Company to arrange additional financing in the future will depend, in part, on the prevailing capital market conditions, the exploration results achieved at the Peak Gold Joint Venture Property, as well as the market price of metals. The Company cannot be certain that financing will be available to the Company on acceptable terms, if at all. If the Company were unable to fund its contributions to the approved programs and budgets for the Joint Venture Company, its interest in the Joint Venture Company would be diluted.  Now that Royal Gold has earned a 40% interest in the Joint Venture Company, it has the additional right to require the Company to sell up to 20% of the interest in the Joint Venture Company in a sale of Royal Gold’s entire 40% interest in the Joint Venture Company. If Royal Gold exercises this right, the Company will be obligated to sell 20% of the membership interest to a bona fide third party purchaser on the same terms and conditions as the interest being sold by Royal Gold.

 

Further financing by the Company may include issuances of equity, instruments convertible into equity (such as warrants) or various forms of debt. The Company believes that it is likely that it will raise capital through the issuance of additional equity securities in the next six months for purposes of funding its proportionate share of future Joint Venture Company exploration and for the Company’s operating costs. The Company has issued common stock and other instruments convertible into equity in the past and cannot predict the size or price of any future issuances of common stock or other instruments convertible into equity, and the effect, if any, that such future issuances and sales will have on the market price of the Company’s securities. Any additional issuances of common stock or securities convertible into, or exercisable or exchangeable for, common stock may ultimately result in dilution to the holders of common stock, dilution in any future earnings per share of the Company and may have a material adverse effect upon the market price of the common stock of the Company.

 

33

 

 

Risk Factors

 

In addition to the risk factor set forth below and the other information set forth elsewhere in this Form 10-Q,  you should carefully consider the risks discussed in our Annual Report on Form 10-K for the year ended June 30, 2019, under the headings “Item 1. Business — Adverse Climate Conditions,” “—Competition,” “— Government Regulation” and “— Environmental Regulation,” “Item 1A. Risk Factors,” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” which risks could materially affect our business, financial condition or future results. There have been no material changes in our risk factors from those described in our Annual Report on Form 10-K for the year ended June 30, 2019 or our subsequent reports on Form 10-Q, other than updating the risk factors below. The risks described in our Annual Report on Form 10-K for the year ended June 30, 2019 or are subsequent reports on Form 10-Q are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. An investment in the Company is subject to risks inherent in our business and involves a high degree of risk. The trading price of the shares of the Company is affected by the performance of our business relative to, among other things, competition, market conditions and general economic and industry conditions. The value of an investment in the Company may decrease, resulting in a loss.  The updated risk factors are as follows:

 

 

34

 

 

We face risks related to health epidemics and other outbreaks, including the recent spread of COVID-19 or novel coronavirus, or fear of such an event.

 

Our business could be adversely affected by a widespread outbreak of contagious disease, including the recent outbreak of respiratory illness caused by COVID-19.  Through March 31, 2020, the spread of this virus and government responses has caused business disruption and is adversely affecting many industries. The spread of COVID-19 has also caused significant volatility in U.S. and international debt and equity markets. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. economy and consumer confidence. As discussed in Note 1, the Company and the Joint Venture Company are monitoring the situation and taking reasonable steps to keep our business premises, properties, vendors and employees in a safe environment and are constantly monitoring the impact of COVID-19. The extent to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions taken to contain it or treat its impact. While we have not seen a significant impact to our results from COVID-19 to date, if the virus continues to cause significant negative impacts to economic conditions or impacts the Joint Venture Company’s ability to continue exploration work, our results of operations, financial condition and liquidity could be adversely impacted.

 

The Company’s common stock is thinly traded.

 

As of March 31, 2020, there were approximately 6.6 million shares of the Company’s common stock outstanding, with directors and officers beneficially owning approximately 19.2% of the common stock and the Marital Trust of Mr. Kenneth R. Peak, the Company’s former Chairman, beneficially owning approximately 12.0% of our common stock.  As of August 2, 2019, Royal Gold reported beneficial ownership of approximately 12.7% of our common stock.  Our common stock is quoted on the OTCQB tier of the OTC Markets Group Inc. under the symbol “CTGO”. Although our common stock is quoted on the OTCQB, trading has been irregular and with low volumes and therefore the market price of our common stock may be difficult to ascertain. Since the Company's common stock is thinly traded (average trading volume of 598 shares of common stock per day for fiscal year 2019), the purchase or sale of relatively small common stock positions may result in disproportionately large increases or decreases in the price of the Company's common stock.

 

The Company's interest in the Joint Venture Company may be reduced.

 

Pursuant to the JV LLCA, now that Royal Gold has earned a 40.0% interest in the Joint Venture Company, the members will contribute funds to approved programs and budgets in proportion to their respective percentage interests in the Joint Venture Company. If a member elects not to contribute to an approved program and budget or contributes less than its proportionate interest, its percentage interest will be recalculated by dividing (i) the sum of (a) the value of its initial contribution plus (b) the total of all of its capital contributions plus (c) the amount of the capital contribution it elects to fund, by (ii) the sum of (a), (b) and (c) above for both members multiplied by 100. Going forward, the Company’s ability to contribute funds sufficient to maintain the current level of its membership interests in the Joint Venture Company will depend on its ability to raise capital and may be limited.  The ability of the Company to arrange additional financing in the future will depend, in part, on the prevailing capital market conditions, the exploration results achieved at the Peak Gold Joint Venture Property, as well as the market price of metals.  Further financing by the Company may include issuances of equity instruments convertible into equity (such as warrants) or various forms of debt.  The Joint Venture Company has not approved a final exploration budget for calendar year 2020.  If the Company ever elects not to, or is unable to contribute its proportionate share of future approved exploration budgets, its interest in the Joint Venture Company will be reduced.

 

In addition, now that Royal Gold has earned a percentage interest of 40.0% in the Joint Venture Company, the Company’s interest in the Joint Venture Company may also be reduced if Royal Gold exercises its right to require the Company to sell up to 20.0% of the interest in the Joint Venture Company in a sale by Royal Gold of its entire percentage interest in the Joint Venture Company. 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a “smaller reporting company”, we are not required to provide this information.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures. As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of March 31, 2020 at the reasonable assurance level.

 

Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our last fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

35

 

 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, we are party to litigation or other legal and administrative proceedings that we consider to be a part of the ordinary course of business. As of the date of this Form 10-Q, we are not a party to any material legal proceedings and we are not aware of any material proceedings contemplated against us, that could individually or in the aggregate, reasonably be expected to have a material adverse effect on our financial condition, cash flows or results of operations.

 

Item 1A. Risk Factors

 

As a “smaller reporting company”, we are not required to provide this information. See Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which identifies and discloses certain risks and uncertainties including, without limitation, certain “Risk Factors.”

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

36

 

 

Item 6. Exhibits 

(a)

Exhibits:

 

The following is a list of exhibits filed as part of this Form 10-Q. Where so indicated by a footnote, exhibits, which were previously filed, are incorporated herein by reference.

 

Exhibit

Number

  

Description

 

 

3.1

  

Certificate of Incorporation of Contango ORE, Inc. 

  
(Filed as Exhibit 3.1 to Amendment No. 2 to the Company’s Registration Statement on Form 10, as filed with the Securities and Exchange Commission on November 26, 2010).

 

 

3.2

  

Bylaws of Contango ORE, Inc. (Filed as Exhibit 3.2 to Amendment No. 2 to the Company’s Registration Statement on Form 10, as filed with the Securities and Exchange Commission on November 26, 2010).

 

 

4.1

  

Form of Certificate of Contango ORE, Inc. Common Stock.  (Filed as Exhibit 4.1 to the Company’s quarterly report on Form 10-Q for the three months ended September 30, 2013, as filed with the Securities and Exchange Commission on November 14, 2013).

 

 

 

4.2

 

Certificate of Designation of Series A Junior Preferred Stock of Contango ORE, Inc. 

(Filed as Exhibit 3.1 to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on December 21, 2012).

 

 

 

4.3

 

Rights Agreement, dated as of December 20, 2012, between Contango ORE, Inc. and Computershare Trust Company, N.A., as Rights Agent. 

(Filed as Exhibit 4.1 to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on December 21, 2012).

 

 

 

4.4

 

Amendment No. 1 to Rights Agreement, dated as of March 21, 2013, between Contango ORE, Inc. and Computershare Trust Company, N.A., as Rights Agent. (Filed as Exhibit 4.1 to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on March 25, 2013).

 

 

4.5

 

Amendment No. 2 to Rights Agreement, dated as of September 29, 2014, between Contango ORE, Inc. and Computershare Trust Company, N.A., as Rights Agent. (Filed as Exhibit 4.1 to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on October 2, 2014).

 

 

 

4.6

 

Amendment No. 3 to Rights Agreement, dated as of December 18, 2014, between Contango ORE, Inc. and Computershare Trust Company, N.A., as Rights Agent. 

(Filed as Exhibit 4.1 to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2014).

 

 

 

4.7

 

Amendment No. 4 to Rights Agreement, dated as of November 11, 2015, between Contango ORE, Inc. and Computershare Trust Company, N.A., as Rights Agent. 

 
(Filed as Exhibit 4.7 to the Company’s quarterly report on Form 10-Q for the three months ended September 30, 2015, as filed with the Securities and Exchange Commission on November 12, 2015).
     
4.8   Amendment No. 5 to Rights Agreement, dated as of April 22, 2018, between Contango ORE, Inc. and Computershare Trust Company, N.A., as Rights Agent. 
 
(Filed as Exhibit 4.1 to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on April 25, 2018).
     
4.9   Amendment No. 6 to Rights Agreement, dated as of November 20, 2019, between Contango ORE, Inc.and Computershare Trust Company, N.A., as Rights Agent. (Filed as Exhibit 4.1 to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on November 21, 2019).
     
4.10   Registration Rights Agreement dated October 23, 2017, among Contango ORE, Inc. and the Purchasers named therein.
 
(Filed as Exhibit 4.1 to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on October 26, 2017).
     
4.11   Registration Rights Agreement dated November 10, 2017, among Contango ORE, Inc. and the Purchasers named therein.
 
(Filed as Exhibit 4.1 to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on November 16, 2017).
     

10.1

  

Contribution Agreement, dated as of November 1, 2010, between Contango Oil & Gas Company and Contango ORE, Inc. (Filed as Exhibit 10.4 to Amendment No. 2 to the Company’s Registration Statement on Form 10, as filed with the Securities and Exchange Commission on November 26, 2010).

 

 

10.2

 

Offer Letter to Rick Van Nieuwenhuyse, dated January 6, 2020 (Filed as Exhibit 10.1 to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on January 10, 2020).†
     
10.3   Incentive Stock Option Agreement between Contango ORE, Inc. and Rick Van Nieuwenhuyse, dated January 6, 2020 (Filed as Exhibit 10.2 to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on January 10, 2020). †
     
10.4   Restricted Stock Award Agreement between Contango ORE, Inc. and Rick Van Nieuwenhuyse, dated January 9, 2020 (Filed as Exhibit 10.3 to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on January 10, 2020). †
     
10.5   Form of Amendment to Retention Agreement, by and between the Company and each officer or employee party thereto (Filed as Exhibit 10.1 to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on February 11, 2020). †
     

31.1

  

Certification of Principal Executive Officer required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934. *

 

 

31.2

  

Certification of Principal Financial Officer required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934. *

 

 

32.1

  

Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

 

 

32.2

  

Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

 

 

99.1

  

Original Schedule of Gold properties (Excluding Tetlin Lease). 

 
(Filed as Exhibit 99.1 to the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2011, as filed with the Securities and Exchange Commission on September 19, 2011).

 

 

99.2

  

Original Schedule of REE properties. (Filed as Exhibit 99.2 to the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2011, as filed with the Securities and Exchange Commission on September 19, 2011).

 

 

99.3

 

Report of Behre Dolbear & Company (USA), Inc. (Filed as Exhibit 99.3 to the Company’s quarterly report on Form 10-Q for the three months ended December 31, 2011, as filed with the Securities and Exchange Commission on February 6, 2012).

 

99.4

 

Voting Agreement, dated as of September 29, 2014, between Royal Gold, Inc. and the stockholder parties thereto.

(Filed as Exhibit 99.2 to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on October 2, 2014).

 

 

 

101

 

Interactive Data Files*

 

37

 

 

*

Filed herewith.

 

 

Management contract or compensatory plan or agreement.

 

 

38

 

 

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, thereto duly authorized.

 

 

 

 

 

CONTANGO ORE, INC.

 

 

 

 

Date: May 6, 2020

 

 

 

By:

 

/s/     RICK VAN NIEUWENHUYSE

 

 

 

 

 

 

Rick Van Nieuwenhuyse

 

 

 

 

 

 

President and Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

Date: May 6, 2020

 

 

 

By:

 

/s/     LEAH GAINES

 

 

 

 

 

 

Leah Gaines

 

 

 

 

 

 

Vice President, Chief Financial Officer, Chief Accounting Officer and Controller

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

39

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