0001437749-18-020613.txt : 20181113 0001437749-18-020613.hdr.sgml : 20181113 20181113170521 ACCESSION NUMBER: 0001437749-18-020613 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 62 CONFORMED PERIOD OF REPORT: 20180930 FILED AS OF DATE: 20181113 DATE AS OF CHANGE: 20181113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Contango ORE, Inc. CENTRAL INDEX KEY: 0001502377 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 273431051 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-35770 FILM NUMBER: 181178961 BUSINESS ADDRESS: STREET 1: 3700 BUFFALO SPEEDWAY STREET 2: STE 925 CITY: HOUSTON STATE: TX ZIP: 77098 BUSINESS PHONE: 713-877-1311 MAIL ADDRESS: STREET 1: 3700 BUFFALO SPEEDWAY STREET 2: STE 925 CITY: HOUSTON STATE: TX ZIP: 77098 10-Q 1 conta20180930_10q.htm FORM 10-Q conta20170120_10q.htm
 

 

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 September 30, 2018

 

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)

 

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. (Check one): 

                 

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 November 13, 2018 was 6,372,779.

 

1

 

 

 

CONTANGO ORE, INC.

 

TABLE OF CONTENTS

 

 
       

 

 

 

 

 

Page

 

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

 

 

Condensed Consolidated Balance Sheets (unaudited) as of September 30, 2018 and June 30, 2018

3

 

 

Condensed Consolidated Statements of Operations (unaudited) for the three months ended September 30, 2018 and 2017

4

 

 

Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended September 30, 2018 and 2017

5

 

 

Condensed Consolidated Statement of Shareholders’ Equity (unaudited) for the three months ended September 30, 2018

6

 

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

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

37

 

Item 4.

Controls and Procedures

37

 

 

PART II – OTHER INFORMATION

 

Item 1.

Legal Proceedings

37

 

Item 1A.

Risk Factors

37

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

37

 

Item 4.

Mine Safety Disclosures

37

 

Item 5.

Other Information

37

 

Item 6.

Exhibits

38

 

 

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

   

September 30, 2018

   

June 30, 2018

 

ASSETS

               

CURRENT ASSETS:

               

Cash

  $ 11,674,985     $ 13,810,805  

Prepaid expenses and other

    166,015       155,671  

Total current assets

    11,841,000       13,966,476  

OTHER ASSETS:

               

Investment in Peak Gold, LLC (Note 4)

           

Total other assets

           
                 

TOTAL ASSETS

  $ 11,841,000     $ 13,966,476  
                 

LIABILITIES AND SHAREHOLDERS’ EQUITY

               

CURRENT LIABILITIES:

               

Accounts payable

  $ 167,913     $ 11,192  

Accrued liabilities

    103,347       245,212  

Total current liabilities

    271,260       256,404  

COMMITMENTS AND CONTINGENCIES (NOTE 11)

               

SHAREHOLDERS’ EQUITY:

               

Common Stock, $0.01 par value, 30,000,000 shares authorized; 6,172,779 shares issued and outstanding at September 30, 2018; 6,153,266 shares issued and outstanding at June 30, 2018

    61,728       61,533  

Additional paid-in capital

    55,694,243       54,949,370  

Accumulated deficit

    (44,186,231

)

    (41,300,831

)

SHAREHOLDERS’ EQUITY

    11,569,740       13,710,072  
                 

TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

  $ 11,841,000     $ 13,966,476  

 

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 September 30,  
    2018     2017  

EXPENSES:

General and administrative expense

  $ (993,433 )   $ (679,785 )

       Total expenses

    (993,433 )     (679,785 )

OTHER INCOME/(EXPENSE):

      Interest income     58,033       11,149  

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

    (1,950,000 )      

NET LOSS

  $ (2,885,400 )   $ (668,636 )

LOSS PER SHARE

      Basic and diluted

  $ (0.47 )   $ (0.14 )

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

     Basic and diluted

    6,155,695       4,903,851  

 

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

 

4

 

 

 

CONTANGO ORE, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

Three Months Ended September 30,

 
   

2018

   

2017

 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net loss

  $ (2,885,400

)

  $ (668,636

)

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

               

Stock-based compensation

    745,068       417,738  
Loss from equity investment in Peak Gold, LLC     1,950,000        

Changes in operating assets and liabilities:

               

     (Increase)/decrease in prepaid expenses and other

    (10,344 )     5,753  

     Increase/(decrease) in accounts payable and accrued liabilities

    14,856       (1,736 )

           Net cash used in operating activities

    (185,820

)

    (246,881

)

CASH FLOWS FROM INVESTING ACTIVITIES:                
Cash invested in Peak Gold, LLC     (1,950,000 )      

           Net cash used by investing activities

    (1,950,000 )      
NET (DECREASE) IN CASH AND CASH EQUIVALENTS     (2,135,820 )     (246,881 )

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

    13,810,805       5,191,749  

CASH AND CASH EQUIVALENTS, END OF PERIOD

  $ 11,674,985     $ 4,944,868  

 

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

   

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

                745,069             745,069  
Stock option exercises     19,513       195       (195 )            

Net loss for the period

                      (2,885,400

)

    (2,885,400

)

Balance at September 30, 2018

    6,172,779     $ 61,728     $ 55,694,244     $ (44,186,231

)

  $ 11,569,741  

 

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

 

6

 

 

CONTANGO ORE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited)

 

 

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. The Company currently has two wholly owned subsidiaries, AU CORE, Inc. and CORE Alaska, LLC. AU CORE, Inc. historically owned unpatented mining claims. Those claims were transferred to the Joint Venture Company in January 2015. CORE participates in the Joint Venture Company through its wholly owned subsidiary, CORE Alaska, LLC.

 

The Company is still 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 by investing up to $30 million (inclusive of the initial $5 million investment) prior to October 2018.  As of  September 30, 2018, Royal Gold has contributed approximately $33.0 million to the Joint Venture Company and has earned a cumulative economic interest of 40.0%.  The proceeds of Royal Gold’s investment have been used by the Joint Venture Company for additional exploration of the Peak Gold Joint Venture Property. 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 (i) the New Properties, (ii) prior to October 31, 2018, any additional properties contributed to the Joint Venture Company, and (iii) subsequent to October 31, 2018, any additional properties contributed to the Joint Venture Company if Royal Gold earns a 40% interest in the Joint Venture Company by October 31, 2018 (all such properties subject to the 3.0% production royalty, “Additional Properties”).  

 

The Company has completed eight 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 one phase of drilling in 2018 on the Peak Gold Joint Venture Property. The Joint Venture Company has approved an exploration budget for calendar 2018 of $10.7 million.  As of September 30 2018, $9.2 million of the approved budget had been spent.

7

 

 

 

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, 2018. The results of operations for the three months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2019.

 

 

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 September 30, 2018 and June 30, 2018 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  September 30, 2018 or June 30, 2018.  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 September 30, 2018.   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.  

 

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 September 30, 2018 held a 60.0% ownership interest in the Joint Venture Company. Royal Gold will initially serve as the Manager of the Joint Venture Company and will manage, direct, and control 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 September 30, 2018 and June 30, 2018 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 August 2016, the Financial Accounting Standards Board (“the FASB”) issued Accounting Standards Update (“ASU“) No. 2016-15: Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. The main objective of this update is to reduce the diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The eight cash flow updates relate to the following issues: 1) debt prepayment or debt extinguishment costs; 2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; 3) contingent consideration payments made after a business combination; 4) proceeds from the settlement of insurance claims; 5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; 6) distributions received from equity method investees; 7) beneficial interest in securitization transactions; and 8) separately identifiable cash flows and application of the predominance principle. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company will continue to assess the impact this may have on its consolidated statement of cash flows.

 

 

8

 

 

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  September 30, 2018, Royal Gold has contributed approximately $33.0 million to the Joint Venture Company, and earned a cumulative economic interest of 40.0%.  As of  September 30, 2018, 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 September 30, 2018:

 

   

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     1,950,000  
Loss from equity investment in Peak Gold, LLC     (1,950,000 )

Investment balance at September 30, 2018

  $  

    

9

 

 

The following table presents the condensed balance sheet for the Joint Venture Company as of  September 30, 2018 and June 30, 2018:

 
   

September 30, 2018

   

June 30, 2018

 

ASSETS

               

Cash and cash equivalents

  $ 122,343     $ 2,628,195  

Mineral properties

    1,433,886       1,433,886  

TOTAL ASSETS

  $ 1,556,229     $ 4,062,081  
                 
LIABILITIES AND MEMBERS’ EQUITY                

Accounts payable and other liabilities

  $ 1,232,736     $ 2,403,257  

TOTAL LIABILITIES

    1,232,736       2,403,257  

MEMBERS’ EQUITY

    323,493       1,658,824  

TOTAL LIABILITIES AND MEMBERS’ EQUITY

  $ 1,556,229     $ 4,062,081  

 

    The Company’s share of the Joint Venture Company’s results of operations for the three months ended  September 30, 2018 was a loss of approximately $2.75 million.  The Company’s share in the results of operations for the three months ended September 30, 2017 was a loss of approximately $2.2 million.  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  September 30, 2018 and June 30, 2018, the Company’s share of the Joint Venture Company’s inception-to-date cumulative loss of approximately $29.7 million and $27.0 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  September 30, 2018 and June 30, 2018. 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.  Failure to make such additional capital contributions would cause the Company's 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 $6.0 million as of September 30, 2018. 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  September 30, 2018 are approximately $23.7 million. The following table presents the condensed results of operations for Joint Venture Company for the three month periods ended  September 30, 2018 and 2017:

 

   

Three Months Ended

   

Three Months Ended

    Period from Inception January 8, 2015 to    
   

September 30, 2018

   

September 30, 2017

    September 30, 2018  

EXPENSES:

                       

Exploration expense

  $ 3,554,798     $ 2,842,102     $ 32,065,053  

General and administrative

    1,030,533       521,249       6,609,230  

Total expenses

    4,585,331       3,363,351       38,674,283  

NET LOSS

  $ 4,585,331     $ 3,363,351     $ 38,674,283  

    

 

 

5. Prepaid Expenses and other

 

  The Company has prepaid expenses of $166,015 and $155,671 as of September 30, 2018 and June 30, 2018, respectively. Prepaid expenses primarily relate to prepaid insurance and management fees.

 

10

 

 

 

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 September 30,

 
   

2018

   

2017

 
   

Loss

   

Weighted Average Shares

   

Loss Per

Share

   

Loss

   

Weighted Average Shares

   

Loss Per
Share

 

Basic Loss per Share:

                                               

Net loss attributable to common stock

  $ (2,885,400

)

    6,155,695     $ (0.47

)

  $ (668,636 )     4,903,851     $ (0.14

)

Diluted Loss per Share:

                                               

Net loss attributable to common stock

  $ (2,885,400

)

    6,155,695     $ (0.47

)

  $ (668,636

)

    4,903,851     $ (0.14

)

 

 

 No options or warrants to purchase shares of common stock were outstanding as of September 30, 2018.  Options and warrants to purchase 35,625 shares of common stock were outstanding June 30, 2018. These options and warrants were not included in the computation of diluted earnings per share for each of the three month periods ended September 30, 2018 and 2017 because they are anti-dilutive as a result of the Company’s net loss for all periods presented.

 

 

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  September 30, 2018, we had 6,172,779 shares of common stock outstanding, including 272,332 shares of unvested restricted stock.  No shares of preferred stock have been issued. The remaining restricted stock outstanding will vest between January 2019 and January 2020.  

 

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, the Company’s Chairman, President and Chief Executive Officer. 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 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, 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, and April 22, 2018.  On April 22, 2018, the Company and Computershare Trust Company, N.A., as Rights Agent, entered into an Amendment No. 5 (the “Amendment”) to the Rights Plan.  The Amendment, among other things, amends the Rights Plan to (i) extend the term of the Rights Agreement for one year until December 19, 2019; and (ii) decrease the stock ownership threshold at which the rights become exercisable from twenty-three percent (23%) to fifteen percent (15%), the original percentage when the Rights Plan was adopted in 2012.  The Amendment also provides for certain other conforming and technical amendments to the terms and provisions of the Rights Plan.  The Company has engaged advisors to assist in determining the strategic direction of the Company and its alternatives.

 

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 19, 2019.

 

11

 

 

 

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 will initially manage, direct, and control 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  September 30, 2018, Royal Gold has contributed approximately $33.0 million (inclusive of the Royal Gold Initial Contribution of $5 million).  The proceeds of Royal Gold’s contributions to the Joint Venture Company (including the Royal Gold Initial Contribution) have been used by the Joint Venture Company to fund further exploration activities on the Peak Gold Joint Venture Properties.  

 

Now that Royal Gold has earned a 40.0% interest in the Joint Venture Company, pursuant to the terms of the JV LLCA, 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 elects to contribute 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.    

 

Both the Company and Royal Gold will have the right to transfer each of 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 will have 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 Company’s interest in the Joint Venture Company in a sale of Royal Gold’s entire 40% interest to a bona fide third party purchaser. If Royal Gold exercises this right, the Company will be obligated to sell the relevant portion of its percentage interest to a bona fide third party purchaser on the same terms and conditions as the interest being sold by Royal Gold.

 

 

 

12

 

 

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, the Company’s Chairman, President and Chief Executive Officer, 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.

 

In September 2016, the Company and JEX entered into a Management Services Agreement effective October 1, 2016. Under the Management Services Agreement, JEX will manage the business and affairs of the Company and its interest in the Joint Venture Company, subject to the direction of the Board, including corporate finance, accounting, budget, SEC reporting, risk management, operations and stockholder relation functions of the Company for an initial term of one year, and thereafter on a monthly basis, for a monthly fee of $32,000 which includes an allocation of approximately $6,900 for office space and equipment. No part of the fee will be allocated for compensation of Brad Juneau who will be compensated separately as determined by the independent Directors of the Company. JEX will also be reimbursed for its reasonable and necessary costs and expenses of third parties incurred for 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 Company has adopted this management and compensation program because employees of JEX have historically spent significant time and effort in managing and administering the affairs of the Company. While the Company remains a small exploratory stage entity whose shares are publicly traded, the successful drilling program of the Joint Venture Company has required a significant additional allocation of time and effort to the business and affairs of the Company by the three part time executives, two of whom are officers 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 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 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 the Private Placement to Purchasers pursuant to the 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 is using 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.  JEX, which is controlled by Brad Juneau, the Company’s 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 and October 4, 2018.  As of October 4, 2018 Royal Gold reported beneficial ownership of approximately 13.2% 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. 

 

 

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. Under the Amended Equity Plan, the Board may issue up to 1,500,000 shares of common stock and options to officers, directors, employees or consultants of the Company. Awards made under the Amended Equity Plan are subject to such restrictions, terms and conditions, including forfeitures, if any, as may be determined by the Board. As of  September 30, 2018, there were 272,332 shares of unvested restricted common stock outstanding and zero options to purchase shares of common stock outstanding issued under the Amended Equity Plan. Stock-based compensation expense for the three months ended  September 30, 2018 was $745,068. Stock-based compensation expense for the three months ended  September 30, 2017 was $417,738The 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 2010, the Company granted 70,429 restricted shares of common stock to its executives and directors and an additional 23,477 restricted shares to a former technical consultant. All of the restricted stock from this grant is fully vested.

 

In December 2013, the Company’s directors, executives, and a former technical consultant were granted an aggregate of 95,000 shares of restricted stock. The restricted stock was set to vest over two years, beginning with one-third vesting on the date of grant.  All of the restricted stock granted in December 2013 is fully vested.

 

In November 2014, the Company granted 27,000 restricted shares of common stock to its executives. The restricted stock was originally set to vest over two years, beginning with one-third vesting on the date of grant. In September 2016, the restricted stock agreements were modified. The final one-third of the grant will now vest in January 2019. As of  September 30, 2018, there were 9,000 shares of such restricted stock that remained unvested.

 

13

 

 

In January 2015, the Company granted an aggregate of 30,000 restricted shares of common stock to two of its non-executive directors, of which 10,000 shares vested immediately and the remaining two-thirds vested equally over two years. In addition, the Company granted 10,000 restricted shares of common stock to a former technical consultant which vested immediately. The Compensation Committee also elected to immediately vest all of the stock options and restricted stock previously issued to the former technical consultant. All of the restricted stock granted in January 2015 is fully vested.

 

In September 2015, the Company granted 85,000 restricted shares of common stock to its executives. The restricted stock was originally set to vest over two years, beginning with one-third vesting on the date of grant. In September 2016, the restricted stock agreements for two executives were modified such that the final one-third of their restricted stock grant will vest in January 2019. As of  September 30, 2018, there were 13,332 shares of such restricted stock that remained unvested.

 

In December 2015, the Company granted 40,000 restricted shares of common stock to two of its non-executive directors. The restricted stock vests over two years, beginning with one-third vesting on the date of grant. As of  September 30, 2018, all of the restricted stock from this grant was fully vested.

 

In August 2016, the Company granted 100,000 restricted shares of common stock to its executives. A portion of the restricted stock granted vests over two years, beginning one-third on the date of grant. The remainder of the restricted stock granted vests in January 2019. As of  September 30, 2018, there were 20,000 shares of such restricted stock that remained unvested.

 

 In  November 2016, the Company granted 75,000 restricted shares of common stock to its non-executive directors. The restricted stock granted vests in January 2019. As of  September 30, 2018, there were 75,000 shares of such restricted stock that remained unvested.

 

 In  November 2017, the Company granted 155,000 restricted shares of common stock to its executives and non-executive directors. The restricted stock granted vests in January 2020. As of  September 30, 2018, there were 155,000 shares of such restricted stock that remained unvested.

   

As of  September 30, 2018, the total compensation cost related to unvested awards not yet recognized was $2,026,293. The remaining costs will be recognized over the remaining vesting period of the awards.  Neither Brad Juneau, the Company’s Chairman, President and Chief Executive Officer, nor any of the Company’s non-executive directors have ever been paid a salary or cash compensation by the Company.

 

14

 

 

Stock Options. The option awards listed in the table below have been granted to directors, executives and consultants of the Company:

 

Option Awards

Period

Granted

 

Options

Granted

 

Weighted Average

Exercise Price

 

Vesting Period (7)

Expiration Date

September 2011 (1)

 

50,000

 

$13.13

 

Vested over two years, beginning with one-third on the grant date.

September 2016

July 2012 (2)

 

100,000

 

$10.25

 

Vested over two years, beginning with one-third on the grant date.

July 2017

December 2012 (3)

 

250,000

 

$10.20

 

Vested over two years, beginning with one-third on the grant date.

December 2017

June 2013 (4)

 

37,500

 

$10.00

 

Vested Immediately

June 2018

July 2013 (5)

 

5,000

 

$10.00

 

Vested Immediately

July 2018

September 2013 (6)

 

37,500

 

$10.01

 

Vested Immediately

September 2018

September 2013 (6)

 

15,000

 

$10.01

 

Vested over two years, beginning with one-third on the grant date.

September 2018

 

(1) The Company granted 40,000 stock options to its directors and executives and an additional 10,000 stock options to a former technical consultant, for services performed during fiscal year 2011.  Of the total options granted 15,000 were later forfeited. 

(2) The Company granted 75,000 stock options to its directors and executives and an additional 25,000 stock options to a former technical consultant for services performed during fiscal year 2012. Of the total options granted as a part of this grant, 25,000 were later forfeited. 

(3) The Company granted 175,000 stock options to its directors and executives and an additional 75,000 stock options to a former technical consultant for services performed during fiscal year 2013. Of the total options granted as a part of this grant, 50,000 were later forfeited. 

(4) The Company granted 37,500 stock options to its executives for services performed during fiscal year 2013. 

(5) The Company granted 5,000 stock options to an employee of Avalon for services performed during fiscal year 2013. 

(6) The Company granted 52,500 stock options to its executives for services performed during the first quarter of fiscal year 2014. 

(7) If at any time there occurs a change of control, as defined in the Amended Equity Plan, any options that are unvested at that time will immediately vest. The Company’s Compensation Committee determined that the Transactions do not constitute a change of control under the Amended Equity Plan.  

    

15

 

 

During the quarter ended September 30, 2018 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.  There were no stock option exercises during the quarter ended September 30, 2017.    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  September 30, 2018, there were no stock options outstanding. The total compensation cost related to these options has been fully recognized as all of the options are fully vested.

 

 A summary of the status of stock options granted under the Amended Equity Plan as of September 30, 2018 and changes during the three months then ended, is presented in the table below: 

 

   

Three Months Ended
September 30, 2018

 
   

Shares Under

Options

   

Weighted

Average Exercise

Price

 

Outstanding, June 30, 2018

    35,625     $ 10.01  

Granted

           

Exercised

    35,625     $ 10.01  

Forfeited

           

Outstanding, September 30, 2018

        $  

Aggregate intrinsic value

  $          

Exercisable, end of period

        $  

Aggregate intrinsic value

  $          

Available for grant, end of period

             

 

 

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 September 30, 2018, 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 2018-2019 assessment year totaled $227,460. 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.

 

 

12. Subsequent Events

 

On November 12, 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.

 

 

 

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, 2018, previously filed with the SEC.

 

17

 

 

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;

 

Prospect development; 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, 2018, 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;
 

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;

 

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; and

  Risks related to title to properties.
18

 

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.

 

See the information under the heading “Risk Factors” in this Form 10-Q for some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in forward-looking statements.

 

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 September 30, 2018, the Joint Venture Company leased or controlled over an estimated 850,000 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 (the “Royalty Purchase Agreement”), 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 September 30, 2018, Royal Gold has contributed $33.0 million (including its initial $5.0 million investment) to the Joint Venture Company and earned a 40.0% interest in the Joint Venture Company. The proceeds of Royal Gold’s investment have been and will be used by the Joint Venture Company for additional exploration of the property it controls.  Now that Royal Gold has funded $30.0 million, 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 elects to contribute less than its proportionate interest, its percentage interest will be reduced.  As of September 30, 2018, the Company has approximately $11.7 million of cash, cash equivalents, and short term investments.  A capital budget of $10.7 million has been approved for the calendar 2018 Exploration Program for the Joint Venture Company, of which the Company’s share is approximately $6.1 million.  Of the $6.1 million, the Company's remaining contribution for 2018 is approximately $0.7 million as of the date of this filing.  The Company contributed approximately $2.0 million to the Joint Venture Company during the quarter ended September 30, 2018, and currently holds a 60.0% interest in the Joint Venture Company. The Company intends to participate for its full interest in the exploration program for 2018.

 

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 September 30, 2018:

 

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

 

45

 

7,200

 

 

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:

 

 

 

1,182

 

849,800

 

 

 

 

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, 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 September 30, 2018, 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. Initially, the Management Committee 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.

 

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 September 30, 2018, the Company’s directors and executives beneficially own approximately 14.4% of the Company’s common stock. An additional 12.8% 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.

20

 

 

Restricted Stock. In November 2010, the Company granted 70,429 restricted shares of common stock to its executives and directors and an additional 23,477 restricted shares to a former technical consultant. All of the restricted stock from this grant is fully vested.
 
In December 2013, the Company’s directors, executives, and a former technical consultant were granted an aggregate of 95,000 shares of restricted stock. The restricted stock vested over two years, beginning with one-third vesting on the date of grant.  All of the restricted stock granted in December 2013 is fully vested.
 
In November 2014, the Company granted 27,000 restricted shares of common stock to its executives. The restricted stock was originally set to vest over two years, beginning with one-third vesting on the date of grant. In September 2016, the restricted stock agreements were modified. The final one-third of the grant will now vest in January 2019. As of September 30, 2018, there were 9,000 shares of such restricted stock that remained unvested.
 
In January 2015, the Company granted an aggregate of 30,000 restricted shares of common stock to two of its non-executive directors, of which 10,000 shares vested immediately and the remaining two-thirds vested equally over two years. In addition, the Company granted 10,000 restricted shares of common stock to a former technical consultant which vested immediately. The Compensation Committee also elected to immediately vest all of the stock options and restricted stock previously issued to the former technical consultant. All of the restricted stock granted in January 2015 is fully vested .
 
In September 2015, the Company granted 85,000 restricted shares of common stock to its executives. The restricted stock was originally set to vest over two years, beginning with one-third vesting on the date of grant. In September 2016, the restricted stock agreements for two executives were modified such that the final one-third of their restricted stock grant will vest in January 2019. As of September 30, 2018, there were 13,332 shares of such restricted stock that remained unvested.
 
In December 2015, the Company granted 40,000 restricted shares of common stock to two of its non-executive directors. The restricted stock vested over two years, beginning with one-third vesting on the date of grant. All of the restricted stock granted in December 2015 is fully vested.
 
In August 2016, the Company granted 100,000 restricted shares of common stock to its executives. A portion of the restricted stock granted vested over two years, beginning one-third on the date of grant. The remainder of the restricted stock granted vests in January 2019. As of September 30, 2018, there were 20,000 shares of such restricted stock that remained unvested.
 
 In November 2016, the Company granted 75,000 restricted shares of common stock to its non-executive directors. The restricted stock granted vests in January 2019. As of September 30, 2018, there were 75,000 shares of such restricted stock that remained unvested.
 
In November 2017, the Company granted 155,000 restricted shares of common stock to its executives and non-executive directors. The restricted stock granted vests in January 2020. As of September 30, 2018, there were 155,000 shares of such restricted stock that remained unvested.
 
As of September 30, 2018, the total compensation cost related to unvested awards not yet recognized was $2,026,293. The remaining costs will be recognized over the remaining vesting period of the awards.  Neither Brad Juneau, the Company’s Chairman, President and Chief Executive Officer, nor any of the Company’s non-executive directors have ever been paid a salary or cash compensation by the Company.
 
21

 

Stock Options. As of the date of this report, the option awards listed in the table below have been granted to directors, officers, employees and consultants of the Company:

 

Option Awards

Period Granted

 

Options Granted

 

Weighted Average Exercise Price

 

Vesting Period (7)

Expiration Date

September 2011 (1)

 

50,000

 

$13.13

 

Vested over two years, beginning with one-third on the grant date.

September 2016

July 2012 (2)

 

100,000

 

$10.25

 

Vested over two years, beginning with one-third on the grant date.

July 2017

December 2012 (3)

 

250,000

 

$10.20

 

Vested over two years, beginning with one-third on the grant date.

December 2017

June 2013 (4)

 

37,500

 

$10.00

 

Vested Immediately

June 2018

July 2013 (5)

 

5,000

 

$10.00

 

Vested Immediately

July 2018

September 2013 (6)

 

37,500

 

$10.01

 

Vested Immediately

September 2018

September 2013 (6)

 

15,000

 

$10.01

 

Vested over two years, beginning with one-third on the grant date.

September 2018

 

(1) The Company granted 40,000 stock options to its directors and executives and an additional 10,000 stock options to its technical consultant, the owner of Avalon, for services performed during fiscal year 2011.  Of the total options granted 15,000 were later forfeited. 

(2) The Company granted 75,000 stock options to its directors and executives and an additional 25,000 stock options to its technical consultant for services performed during fiscal year 2012. Of the total options granted as a part of this grant, 25,000 were later forfeited. 

(3) The Company granted 175,000 stock options to its directors and executives and an additional 75,000 stock options to its technical consultant for services performed during fiscal year 2013. Of the total options granted as a part of this grant, 50,000 were later forfeited. 

(4) The Company granted 37,500 stock options to its executives for services performed during fiscal year 2013. 

(5) The Company granted 5,000 stock options to an employee of Avalon for services performed during fiscal year 2013. 

(6) The Company granted 52,500 stock options to its executives for services performed during the first quarter of fiscal year 2014. 

(7) If at any time there occurs a change of control, as defined in the Amended Equity Plan, any options that are unvested at that time will immediately vest. The Company’s Compensation Committee determined that the Transactions do not constitute a change of control under the Amended Equity Plan. 

      

During the quarter ended September 30, 2018 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.  There were no stock option exercises during the quarter ended September 30, 2017.  

22

 

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 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 an estimated 850,000 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 a summer of 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 Management Committee has approved a budget for calendar year 2018 of $10.7 million, of which the Company’s share is approximately $6.1 millionAs of September 30, 2018, the Joint Venture Company had spent approximately $9.2 million of the approved budget. The 2018 exploration program was completed in October 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.  Titan EM surveys were carried out on three targets identified from airborne magnetics surveys as porphyry type signatures.  The program 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.  

 

23

 

 

From inception to September 30, 2018, the Joint Venture Company has incurred $38.7 million in exploration program expenditures. As of September 30, 2018, Royal Gold had funded a total of $33.0 million (including the initial investment of $5 million) and earned a 40.0% interest in the Joint Venture Company.  

 

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 project, and the Company and the Joint Venture Company are the only entities known to have conducted drilling operations on the Peak Gold joint venture project.

 

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 Company has conducted extensive drilling on the Main Peak, North Peak, and West Peak Zones. The 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 September 30, 2018, the 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      

 

 

Total

 

49,099

 

 

2,355

 

 

5,648

 

 

1,300

 

 

1,501

 

 

284,262

 

 

6,537

 

 

2,330

 

 

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

 

 

24

 

 

2018 Exploration Program - Phase I. During the quarter ending September 30, 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.

 

 

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 during the September quarter:

 

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

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

307.4

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

83.6

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

 

 

25

 

 

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 is currently drilling the North Saddle Zone for porphyry prospects.

 

Metallurgical testing of 19 composite samples from the Main Peak orebody and 19 composite samples from the North Peak orebody have been the subject of ongoing metallurgical testing in support of the Preliminary Economic Evaluation completed in September.  Test results support the processing of Main and North Peak materials in a conventional gold processing plant using cyanide.

 

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:

 

 

26

 

 

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 assays received to date, no significant intervals were encountered in the drilling. 

 

27

 

 

2017 Exploration Program - Phase III.   The Phase III exploration drilling completed by the Joint Venture Company on the Peak Gold Joint Venture Property totaled 2,966 meters (9,731 feet) in 16 holes. The Joint Venture Company spent an estimated $4.7 million, during the quarters ended September and December, 2017 combined, on program activities, including drilling, geochemical analyses, landholding fees and other related expenses. Phase III drilling consisted of exploration drilling West Peak and West Peak Extension (1,707 meters), 7 O’clock (203 meters), Forks (729 meters), and North Peak (327).  The 2017 Phase III program was completed October 18, 2017, and statistics represent the full Phase III program.  

 

A total of 363 pan concentrate, 364 stream sediment and 5 grab rock samples were collected over the Noah and southern Eagle claims in July and early August. Results from these efforts were received in the third quarter of 2017 and revealed three large areas where anomalous gold, arsenic, and copper were concentrated.  Gold, arsenic and copper in steams sediment samples range up to 377 ppb, 161 ppm and 412 ppm, respectively. Gold, arsenic and copper in pan cons range up to 9,929 ppb, 803 ppm and 206 ppm, respectively.

 

The map below depicts the location of the core holes drilled during the 2017 Phase III program:

 

 

 
28

 

 

Significant Drill Intercepts from the 2017 Phase III 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 III of the 2017 Program:

 

DrillHole

Zone

From (meters)

To (meters)

Interval (meters)

Au_gpt

Au_opt

Ag_gpt

Cu %

TET17408 West Peak Ext 78.05 82.01 3.96 1.35 0.039 0.1 0.006
and West Peak Ext 88.33 93.75 5.42 1.33 0.039 0.3 0.013
TET17408 West Peak Ext 150.08 151.93 1.85 2.50 0.073 1.9 0.021
TET17409 West Peak Ext 113.07 117.54 4.47 0.86 0.025 1.3 0.010
TET17411 West Peak Ext 161.17 162.78 1.61 4.55 0.133 10.0 0.116
TET17412 West Peak Ext 140.19 141.22 1.03 4.79 0.140 2.1 0.018
and West Peak Ext 148.44 151.19 2.75 0.76 0.022 0.9 0.005
TET17412 West Peak Ext 156.50 157.44 0.94 1.61 0.047 0.0 0.010
TET17413 West Peak Ext 140.50 142.57 2.07 1.68 0.049 2.97 0.082
TET17415 West Peak Ext 201.73 202.98 1.25 2.95 0.086 12.3 0.004

 

29

 

 

2017 Exploration Program - Phase II.   The Phase II exploration drilling completed by the Joint Venture Company on the Peak Gold Joint Venture Property totaled 9,761 meters (32,038 feet) in 44 holes. The Joint Venture Company spent an estimated $4.7 million, during the quarter ended June 30, 2017, on program activities, including drilling, geochemical analyses, landholding fees and other related expenses. Drilling, through the end of July, consisted of exploration drilling West Peak (461 meters), West Peak Extension (2,603 meters), Discovery (1,034 meters), 7 O’clock (1,443 meters), New Moon (1,398 meters), Waterpump (1,161 meters), Main Peak (570 meters) and North Peak (1,095).  Soils auger sampling and IP geophysical surveys were conducted in the Chief Danny area. Stream sediment and pan concentrate samples were collected across the Noah group of claims.  The 2017 Phase II program was completed July 31, 2017, and statistics represent the full Phase II program.

 

The map below depicts the location of the core holes drilled during the 2017 Phase II program:

 

 

 

30

 

 

Significant Drill Intercepts from the 2017 Phase II 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 II of the 2017 Program:

 

 

DrillHole

Zone

From (meters)

To (meters)

Interval (meters)

Au_gpt

Au_opt

Ag_gpt

Cu %

TET17351

Main Peak

16.30

18.55

2.25

1.88

0.055

1.0

0.025

TET17353

True Blue Moon

91.97

93.73

1.76

9.15

0.267

2.0

0.375

Including

True Blue Moon

91.97

92.14

0.17

81.60

2.380

2.4

0.249

TET17357

True Blue Moon

56.43

61.77

5.34

0.87

0.025

1.5

0.249

TET17360 North Peak 24.27 26.67 2.40 0.63 0.044 2.4 0.137

TET17362

New Moon

66.01

68.58

2.57

1.03

0.030

2.6

0.084

TET17363

New Moon

39.48

41.76

2.28

1.78

0.052

0.0

0.016

and

New Moon

213.59

215.31

1.72

0.95

0.028

1.1

0.017

TET17367

Discovery

44.65

45.11

0.46

4.33

0.126

6.1

0.069

and

Discovery

182.06

183.80

1.74

1.11

0.032

1.9

0.102

and

Discovery

253.68

257.10

3.42

1.28

0.037

1.0

0.052

and

Discovery

313.34

315.15

1.81

1.44

0.042

1.6

0.121

TET17368

West Peak Ext

117.15

118.00

0.85

2.70

0.079

17.7

0.063

and

West Peak Ext

123.75

126.70

2.95

0.70

0.020

2.9

0.073

and

West Peak Ext

142.35

147.22

4.87

0.76

0.022

1.2

0.021

and

West Peak Ext

175.41

178.11

2.70

1.14

0.033

0.7

0.020

TET17369

West Peak Ext

172.82

186.91

14.09

2.75

0.080

3.1

0.101

Including

West Peak Ext

172.82

173.79

0.97

9.57

0.279

4.7

0.022

and

West Peak Ext

174.94

176.17

1.23

9.51

0.277

5.1

0.206

TET17370

Discovery

100.30

103.03

2.73

0.66

0.019

2.4

0.058

and

Discovery

166.73

167.73

1.00

6.30

0.184

1.3

0.041

and

Discovery

221.36

223.04

1.68

0.93

0.027

0.0

0.002

TET17371

West Peak  Ext

196.94

199.75

2.81

0.74

0.022

3.2

0.075

TET17372

Discovery

292.78

298.19

5.41

0.58

0.017

1.7

0.047

and

Discovery

304.01

305.65

1.64

1.87

0.055

1.8

0.077

TET17375

Seven o’clock

218.14

219.54

1.40

13.20

0.385

24.7

0.594

TET17377

Seven o’clock

246.66

249.10

2.44

4.25

0.124

59.6

0.540

TET17379

West Peak Ext

103.24

111.40

8.16

5.22

0.152

0.7

0.010

Including

West Peak Ext

108.36

109.14

0.78

18.20

0.531

1.5

0.025

and

West Peak Ext

116.60

145.70

29.10

2.53

0.074

0.6

0.030

Including

West Peak Ext

143.16

143.86

0.70

8.93

0.260

2.4

0.091

TET17381

West Peak Ext

135.90

138.17

2.27

1.27

0.037

1.7

0.012

TET17385

West Peak Ext

154.53

160.07

5.54

2.06

0.060

80.5

0.278

TET17388

West Peak Ext

6.71

12.48

5.77

0.67

0.020

0.8

0.162

and

West Peak Ext

20.47

22.08

1.61

2.59

0.076

0.0

0.080

and

West Peak Ext

127.56

133.50

5.94

0.55

0.016

0.4

0.013

and

West Peak Ext

151.66

166.73

15.07

1.66

0.048

1.3

0.027

TET17389

West Peak Ext

162.60

166.12

3.52

0.66

0.019

2.1

0.042

TET17390

West Peak Ext

57.15

60.33

3.18

1.92

0.056

1.6

0.258

and

West Peak Ext

206.96

213.17

6.21

1.31

0.038

0.8

0.031

and

West Peak Ext

264.99

266.49

1.50

6.31

0.184

0.0

0.004

TET17393

Main Peak

2.13

20.51

18.38

3.22

0.094

2.0

0.082

Including

Main Peak

3.96

5.18

1.22

10.60

0.309

2.1

0.073

and

Main Peak

19.04

19.51

0.47

15.10

0.440

8.6

0.205

TET17393

Main Peak

27.98

71.82

43.84

6.93

0.202

1.9

0.057

Including

Main Peak

39.06

40.08

1.02

92.70

2.704

33.9

0.127

and

Main Peak

50.06

52.00

1.94

19.70

0.575

2.2

0.088

TET17393

Main Peak

78.33

102.72

24.39

2.29

0.067

1.1

0.010

Including

Main Peak

82.75

83.54

0.79

8.75

0.255

1.5

0.019

and

Main Peak

93.57

94.38

0.81

11.40

0.333

6.5

0.014

TET17393

Main Peak

111.86

134.99

23.13

12.56

0.366

9.0

0.086

Including

Main Peak

127.91

128.83

0.92

48.70

1.420

25.7

0.131

and

Main Peak

133.20

134.99

1.79

71.20

2.077

15.9

0.157

TET17395

Main Peak

34.11

36.15

2.04

4.55

0.133

0.0

0.031

and

Main Peak

51.80

55.13

3.33

0.90

0.026

3.6

0.141

and

Main Peak

62.55

73.59

11.04

4.72

0.138

5.7

0.147

TET17395

Main Peak

78.51

219.37

140.86

13.27

0.387

42.6

0.609

Including

Main Peak

116.62

118.70

2.08

49.20

1.435

94.7

0.997

and

Main Peak

118.70

120.25

1.55

93.40

2.724

175.0

1.830

and

Main Peak

155.39

158.37

2.98

44.30

1.292

78.0

1.180

TET17396

Waterpump

33.77

35.55

1.78

1.07

0.031

2.3

0.264

TET17397

Main Peak

23.47

47.89

24.42

12.42

0.362

7.8

0.236

Including

Main Peak

24.89

25.62

0.73

71.60

2.088

14.8

0.137

and

Main Peak

30.14

32.29

2.15

49.50

1.444

8.0

0.283

and

Main Peak

32.29

32.65

0.36

40.80

1.190

24.4

0.907

TET17397

Main Peak

56.87

94.03

37.16

1.70

0.050

4.2

0.093

Including

Main Peak

61.80

63.55

1.75

7.02

0.205

20.3

0.148

and

Main Peak

66.14

67.24

1.10

10.20

0.298

8.6

0.280

TET17397

Main Peak

99.44

165.21

65.77

20.14

0.587

8.8

0.260

Including

Main Peak

124.66

124.94

0.28

162.70

4.745

23.8

0.613

and

Main Peak

124.94

125.75

0.81

68.00

1.983

11.4

0.237

and

Main Peak

148.44

149.12

0.68

57.00

1.663

31.0

1.000

 

 

2017 Exploration Program - Phase I. During the quarter ending September 30, 2017, exploration drilling was completed by the Joint Venture Company on the Peak Gold Joint Venture Property totaling 5,236 meters (17,179 feet) in 47 holes. The Joint Venture Company spent an estimated $2.8 million, during the quarter, on program activities, including drilling, geochemical analyses, landholding fees and other related expenses. Drilling consisted of infilling and expanding the mineralized zone in North Peak totaling 3,703 meters, target testing in West Peak totaling 282 meters and target testing of True Blue Moon totaling 1,251 meters.  

 

31

 

 

The map below depicts the location of the core holes drilled during the 2017 Phase I program:

2017 PHASE I CORE HOLES DRILLED

 

 

Significant Drill Intercepts from the 2017 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 2017 Program:

 

 

DrillHole

Zone

From (meters)

To (meters)

Interval (meters)

Au_gpt

Au_opt

Ag_gpt

Cu %

TET17312

North Peak

                   4.27

              33.39

                        29.12

        7.12

        0.208

            69.4

        0.121

Including

North Peak

                 16.46

              18.92

                          2.46

      24.10

        0.703

          368.0

        0.044

and

North Peak

                 22.95

              24.08

                          1.13

      57.40

        1.674

            72.9

        0.237

TET17312

North Peak

                 36.79

              37.59

                          0.80

        4.93

        0.144

            37.6

        0.190

TET17313

North Peak

                   3.66

              31.70

                        28.04

        8.80

        0.257

            83.8

        0.147

Including

North Peak

                 18.29

              20.27

                          1.98

      55.25

        1.611

          443.3

        0.072

TET17313

North Peak

                 37.62

              39.92

                          2.30

        4.67

        0.136

            27.5

        0.110

TET17313

North Peak

                 79.07

              84.43

                          5.36

        3.20

        0.093

            39.0

        0.231

TET17313

North Peak

                 85.34

              85.65

                          0.31

      18.95

        0.553

          588.0

        1.055

TET17313

North Peak

                 85.95

              86.87

                          0.92

        9.03

        0.263

          266.0

        1.140

TET17314

North Peak

               137.02

            139.90

                          2.88

        1.23

        0.036

          217.1

        0.102

TET17315

North Peak

                 81.95

              83.06

                          1.11

        2.43

        0.071

            17.4

        0.084

TET17316

North Peak

                 20.49

              26.44

                          5.95

        2.56

        0.075

            23.5

        0.296

TET17316

North Peak

                 87.03

              87.97

                          0.94

        2.79

        0.081

            13.4

        0.178

TET17316

North Peak

               100.18

            105.16

                          4.98

        1.00

        0.029

            21.3

        0.243

TET17317

North Peak

                 38.95

              46.57

                          7.62

        8.72

        0.254

              4.1

        0.086

Including

North Peak

                 44.48

              46.57

                          2.09

      27.80

        0.811

            11.2

        0.149

TET17318

North Peak

               116.91

            117.16

                          0.25

      64.20

        1.873

            14.5

        0.008

TET17320

North Peak

                   2.44

                6.46

                          4.02

        2.59

        0.076

            26.0

        0.054

TET17320

North Peak

                 50.90

              57.52

                          6.62

        7.81

        0.228

          170.0

        0.323

TET17321

North Peak

                 49.99

              52.20

                          2.21

        2.28

        0.067

          258.0

        0.430

TET17322

North Peak

                 29.01

              32.46

                          3.45

        0.88

        0.026

            39.3

        0.193

TET17323

North Peak

                   1.27

                7.32

                          6.05

        2.34

        0.068

            40.3

        0.016

TET17325

North Peak

                   5.49

                6.20

                          0.71

      22.00

        0.642

              9.5

        0.128

TET17325

North Peak

                 10.04

              14.83

                          4.79

        3.63

        0.106

              2.0

        0.036

Including

North Peak

                 12.68

              13.22

                          0.54

      21.50

        0.627

              7.7

        0.162

TET17325

North Peak

                 19.11

              20.32

                          1.21

      41.10

        1.199

            17.4

        0.145

TET17325

North Peak

                 24.88

              25.60

                          0.72

        5.40

        0.158

            56.0

        0.308

TET17326

North Peak

                   3.73

                9.99

                          6.26

      11.98

        0.349

          172.7

        0.038

Including

North Peak

                   7.40

                7.67

                          0.27

      84.50

        2.465

          656.0

        0.115

TET17328

North Peak

                 17.68

              19.20

                          1.52

        2.25

        0.066

              1.6

        0.008

TET17331

North Peak

                   2.13

              18.98

                        16.85

        8.68

        0.253

              5.1

        0.023

Including

North Peak

                   8.53

                9.79

                          1.26

      22.40

        0.653

              7.0

        0.048

and

North Peak

                 17.84

              18.98

                          1.14

      28.80

        0.840

              8.8

        0.029

TET17331

North Peak

                 23.77

              33.45

                          9.68

        2.58

        0.075

              2.0

        0.045

TET17331

North Peak

                 44.74

              46.20

                          1.46

        5.43

        0.158

              2.2

        0.056

TET17333

North Peak

                   4.54

                7.64

                          3.10

        0.58

        0.017

              1.6

        0.004

TET17335

North Peak

                 50.32

              75.83

                        25.51

        4.87

        0.142

              2.6

        0.137

Including

North Peak

                 53.64

              55.70

                          2.06

      12.25

        0.357

              2.8

        0.112

and

North Peak

                 60.19

              61.32

                          1.13

      18.80

        0.548

              4.3

        0.202

and

North Peak

                 63.06

              63.81

                          0.75

      11.30

        0.330

              6.3

        0.297

TET17335

North Peak

                 81.06

              93.37

                        12.31

      14.04

        0.410

              3.0

        0.158

Including

North Peak

                 87.88

              89.61

                          1.73

      56.30

        1.642

              5.6

        0.192

TET17336

North Peak

                 20.42

              22.46

                          2.04

        0.75

        0.022

              4.2

        0.095

TET17336

North Peak

               106.91

            119.89

                        12.98

        1.33

        0.039

              3.3

        0.122

Including

North Peak

               111.25

            112.31

                          1.06

        8.46

        0.247

            13.7

        0.403

TET17339

North Peak

                 73.28

              75.56

                          2.28

        4.66

        0.136

            38.1

        0.105

Including

North Peak

                 73.28

              73.92

                          0.64

      12.40

        0.362

            74.1

        0.216

TET17340

North Peak

                 82.87

              84.04

                          1.17

        8.33

        0.243

            18.7

        0.080

TET17342

North Peak

                   9.42

              17.37

                          7.95

        0.50

        0.015

              1.0

        0.055

TET17342

North Peak

                 20.94

              21.37

                          0.43

        4.36

        0.127

              4.4

        0.034

TET17343

North Peak

                 52.88

              57.32

                          4.44

        0.60

        0.018

            39.5

        0.524

TET17344

North Peak

                 10.82

              33.38

                        22.56

        3.64

        0.106

            79.3

        0.206

Including

North Peak

                 15.70

              16.38

                          0.68

      10.90

        0.318

          103.0

        1.330

and

North Peak

                 31.09

              32.00

                          0.91

      19.35

        0.564

          152.0

        0.024

TET17345

North Peak

                   4.71

              22.86

                        18.15

        2.99

        0.087

            31.4

        0.330

Including

North Peak

                 14.87

              16.53

                          1.66

      12.75

        0.372

            73.3

        0.983

TET17345

North Peak

                 28.04

              31.70

                          3.66

        9.07

        0.265

          118.6

        0.056

Including

North Peak

                 31.09

              31.70

                          0.61

      23.50

        0.685

            56.9

        0.049

TET17346

North Peak

                   4.57

                7.45

                          2.88

        6.37

        0.186

            58.8

        0.080

TET17348

North Peak

                 11.28

              12.53

                          1.25

      21.10

        0.615

            62.2

        0.431

TET17348

North Peak

                 16.30

              17.21

                          0.91

        5.09

        0.148

            79.1

        0.182

 

 

 

 

 

32

 

 

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, and Avalon is now providing services to the Joint Venture Company.

 

Avalon is a Fairbanks, Alaska based mineral exploration consulting firm, which has conducted mineral exploration in Alaska since 1985. The President of Avalon is Curtis J. Freeman who graduated from the College of Wooster, Ohio, with a B.A. degree in Geology (1978) and graduated from the University of Alaska with an M.S. degree in Economic Geology (1980). From 1980 to the present Mr. Freeman has been actively employed in various capacities in the mining industry in numerous locations in North America, Central America, South America, New Zealand and Africa. Avalon’s team of engineers and geoscientists combined with its geographic information systems (“GIS”) database allows Avalon to synthesize existing geological, geochemical and geophysical data and identify specific target areas for ground evaluation and/or acquisition. Avalon’s exploration team has identified or conducted discovery drilling on several gold deposits in Alaska and has completed digital GIS compilations of the Tintina Gold Belt, a regional-scale mineral province stretching from southwest Alaska to the southern Yukon Territory. Avalon also has experience exploring for copper, nickel and platinum group elements (“Cu-Ni-PGE”) deposits and also created a comprehensive GIS compilation of Cu-Ni-PGE prospects in Alaska, an internally-owned database that contains data on over 200 PGE occurrences in Alaska.

 

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 provides 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 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.

 

33

 

 

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. However, exploration expenditures to date under the Tetlin Lease have already 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 September 30, 2018, 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 2018-2019 assessment year, claims rentals totaled $227,460. Also, if the minimum work requirement is not performed on the property, additional minimum labor payments are due on certain state of Alaska acreage.

 

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.

 

34

 

 

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 September 30, 2018 held a 60.0% ownership interest in the Joint Venture Company. Royal Gold will initially serve as the Manager of the Joint Venture Company and will manage, direct, and control 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 September 30, 2018 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 September 30, 2018 Compared to Three Months Ended September 30, 2017

 

General and Administrative Expense. General and administrative expense for the three months ended September 30, 2018 and 2017 were $993,433 and $679,785, respectively. Current year general and administrative expenses primarily relate to audit fees, legal fees, management fees, and stock-based compensation expense. We recognized $745,068 of stock-based compensation expense for the three months ended September 30, 2018, related to restricted stock granted to our officers and directors in November 2017, November 2016, August 2016, September 2015 and November 2014, all pursuant to the Company’s 2010 Equity Compensation Plan.  We recognized $417,738 of stock-based compensation expense for the three months ended September 30, 2017, related to restricted stock granted to our officers and directors in November 2016, August 2016, December 2015, September 2015, January 2015, and November 2014, all pursuant to the Company’s 2010 Equity Compensation Plan.

 

Loss from Equity Investment in Peak Gold, LLC.  The loss from the Company's equity investment in Peak Gold, LLC for the three months ended September 30, 2018 and 2017 was $1,950,000 and $0, respectively.  Now that Royal Gold has funded $30.0 million, 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.  However, the Company is currently not obligated to make additional capital contributions to the Joint Venture Company and therefore only records losses up to the point of its cumulative investment. The Company invested $1,950,000 million in the Joint Venture Company during the three months ended September 30, 2018, and $0 during the three months ended September 30, 2017.   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  September 30, 2018 are $23.7 million. 

 

 

35

 

Liquidity

 

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.  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.  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. 

 

As of September 30, 2018, the Company has approximately $11.7 million of cash, cash equivalents, and short term investments.  A capital budget of $10.7 million has been approved for the calendar 2018 Exploration Program for the Joint Venture Company, of which the Company’s share will be approximately $6.1 million.  To date, the Company has funded $5.4 million of its share of the approved 2018 budget.  During the quarter ended September 30, 2018, the Joint Venture Company spent approximately $4.6 million of the approved budget.  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, the Company’s President and Chief Executive Officer, 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.  The Company believes that its current cash balances will be sufficient to meet its working capital requirements for the next twelve months.

 

                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 September 30, 2018, Royal Gold had funded approximately $33.0 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 have been used by the Joint Venture Company 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.  

 

  Now that Royal Gold has funded $30 million, 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 elects to contribute 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 percentage interest of 40% in the Joint Venture Company, it has the option to require the Company to sell up to an additional 20% of the Company’s interest in the Joint Venture Company in a sale by Royal Gold of its entire percentage interest of 40% to a bona fide third party purchaser.

 

Further financing by the Company may include issuances of equity, instruments convertible into equity (such as warrants) or various forms of debt. 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.

 

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, 2018, 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, 2018, other than updating the risk factor below. The risks described in our Annual Report on Form 10-K for the year ended June 30, 2018 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:

 

 

36

 

 

 

The Company’s common stock is thinly traded.

 

As of September 30, 2018, there were approximately 6.2 million shares of the Company’s common stock outstanding, with directors and officers beneficially owning approximately 14.4% of the common stock and the Marital Trust of Mr. Kenneth R. Peak, the Company’s former Chairman, beneficially owning approximately 12.8% of our common stock.  As of October 4, 2018, Royal Gold reported beneficial ownership of approximately 13.2% 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 528 shares of common stock per day for fiscal year 2018), 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.

 

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 September 30, 2018 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.

 

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.

 

37

 

 

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. (1)

 

 

3.2

  

Bylaws of Contango ORE, Inc. (1)

 

 

4.1

  

Form of Certificate of Contango ORE, Inc. Common Stock. (6)

 

 

 

4.2

 

Certificate of Designation of Series A Junior Preferred Stock of Contango ORE, Inc. (4)

 

 

 

4.3

 

Rights Agreement, dated as of December 20, 2012, between Contango ORE, Inc. and Computershare Trust Company, N.A., as Rights Agent. (4)

 

 

 

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. (5)

 

 

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. (7)

 

 

 

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. (8)

 

 

 

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. (9)

     
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. (13)
     
4.9  

Registration Rights Agreement dated November 15, 2016, between Contango ORE, Inc. and the Purchasers named therein. (10)

     
4.10   Registration Rights Agreement dated October 23, 2017, among Contango ORE, Inc. and the Purchasers named therein.(11)
     
4.11   Registration Rights Agreement dated November 10, 2017, among Contango ORE, Inc. and the Purchasers named therein.(12)
     

10.1

  

Contribution Agreement, dated as of November 1, 2010, between Contango Oil & Gas Company and Contango ORE, Inc. (1)

 

 

10.2

 

Warrant, dated as of March 22, 2013, issued by Contango ORE, Inc. in favor of the Holders named therein. (5)

     

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). (2)

 

 

99.2

  

Original Schedule of REE properties. (2)

 

 

99.3

 

Report of Behre Dolbear & Company (USA), Inc. (3)

 

99.4

 

Voting Agreement, dated as of September 29, 2014, between Royal Gold, Inc. and the stockholder parties thereto.(7)

 

 

 

101

 

Interactive Data Files

 

38

 

 

Filed herewith.

 

 

* Management contract or compensatory plan or agreement.
   

1.

Filed as an exhibit to the Company’s report on Amendment No. 2 to Registration Statement on Form 10, as filed with the Securities and Exchange Commission on November 26, 2010.

 

 

2.

Filed as an exhibit 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.

 

 

3.

Filed as an exhibit to the Company’s 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.

 

 

4.

Filed as an exhibit to the Company’s report on Form 8-K, as filed with the Securities and Exchange Commission on December 21, 2012.

 

 

5.

Filed as an exhibit to the Company’s report on Form 8-K, as filed with the Securities and Exchange Commission on March 25, 2013.

   

6.

Filed as an exhibit to the Company’s 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.

 

 

7.

Filed as an exhibit to the Company’s report on Form 8-K, as filed with the Securities and Exchange Commission on October 2, 2014.

   

8.

Filed as an exhibit to the Company’s report on Form 8-K, as filed with the Securities and Exchange Commission on December 18, 2014.

   

9.

Filed as an exhibit to the Company’s 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.

   
10.

Filed as an exhibit to the Company’s report on Form 8-K, as filed with the Securities and Exchange Commission on November 21, 2016.

   
11. Filed as an exhibit to the Company’s report on Form 8-K, as filed with the Securities and Exchange Commission on October 26, 2017.
   
12. Filed as an exhibit to the Company’s report on Form 8-K, as filed with the Securities and Exchange Commission on November 16, 2017.
   
13. Filed as an exhibit to the Company’s report on Form 8-K, as filed with the Securities and Exchange Commission on April 25, 2018.

 

 

39

 

 

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: November 13, 2018

 

 

 

By:

 

/s/     JOHN B. JUNEAU

 

 

 

 

 

 

John B. Juneau

 

 

 

 

 

 

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

Date: November 13, 2018

 

 

 

By:

 

/s/     LEAH GAINES

 

 

 

 

 

 

Leah Gaines

 

 

 

 

 

 

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

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

EX-31.1 2 ex_126935.htm EXHIBIT 31.1 ex31-1.htm

EXHIBIT 31.1

CONTANGO ORE, INC.

 

Certification Required by Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934

 

                 I, Brad Juneau, Chairman, President and Chief Executive Officer of Contango ORE, Inc.(the “Company”), certify that:

 

1.              I have reviewed this Quarterly Report on Form 10-Q of the Company;

 

2.              Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.              Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

 

4.              I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)  Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)  Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

5.               I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

 

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

 

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

Date: November 13, 2018

 

/s/ BRAD JUNEAU

 

Brad Juneau

 

Chairman, President and Chief Executive Officer

 

 

EX-31.2 3 ex_126936.htm EXHIBIT 31.2 ex31-2.htm

EXHIBIT 31.2

CONTANGO ORE, INC.

 

Certification Required by Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934

 

                I, Leah Gaines, Chief Financial and Accounting Officer of Contango ORE, Inc. (the “Company”), certify that:

 

1.             I have reviewed this Quarterly Report on Form 10-Q of the Company;

 

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

 

4.             I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

5.              I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

Date: November 13, 2018

/s/ LEAH GAINES

 

Leah Gaines

 

Chief Financial and Accounting Officer

 

 

EX-32.1 4 ex_126937.htm EXHIBIT 32.1 ex32-1.htm

EXHIBIT 32.1

CONTANGO ORE, INC.

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

                In connection with the Quarterly Report of Contango ORE, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2018 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Brad Juneau, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

 

1.   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2.   The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Dated: November 13, 2018

/s/ BRAD JUNEAU

 

Brad Juneau

 

Chairman, President and Chief Executive Officer

 

 

EX-32.2 5 ex_126938.htm EXHIBIT 32.2 ex32-2.htm

EXHIBIT 32.2

CONTANGO ORE, INC.

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

                In connection with the Quarterly Report of Contango ORE, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2018 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Leah Gaines, Chief Financial and Accounting Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

 

1.   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2.   The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Dated: November 13, 2018

/s/ LEAH GAINES

 

Leah Gaines

 

Chief Financial and Accounting Officer

 

 

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