Note 1 - Organization and Business

6 Months Ended

Dec. 31, 2018

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

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

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 

December 31, 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 were used 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”).  

On

January 18, 2019,

CORE Alaska, LLC and Royal Alaska, LLC, wholly owned subsidiaries of the Company and Royal Gold, respectively, entered into an Amendment

No.

2

to the JV LLCA.  The Amendment, among other things, (i) defines certain project areas and a resource area in reference to properties owned or controlled by the Joint Venture Company; (ii) allows CORE Alaska, LLC and Royal Alaska, LLC to agree to sell their respective interests in the Joint Venture Company in respect of fewer than all such project areas in a joint sale process by the Company and Royal Gold; (iii) creates a tag right on a transfer by either CORE Alaska, LLC or Royal Alaska, LLC of any portion of its interest in the resource area; and (iv) creates a drag right in connection with a transfer by Royal Alaska, LLC of its entire interest in the resource area. If Royal Alaska, LLC exercises this right, CORE Alaska will be obligated to sell

20%

of the membership interest or interest in the resource area, as applicable, to a bona fide

third

party purchaser on the same terms and conditions as the interest being sold by Royal Alaska, LLC.

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 complete

d 

one

phase 

of drilling in 

2018

 on the Peak Gold Joint Venture Property. The Joint Venture Company had an exploration budget for calendar 

2018

 of 

$10.7

million.  Actual expenditures for calendar year

2018

for the Joint Venture Company

were

$10.1

million

.  

The Company has retained Petrie Partners, LLC and Cantor Fitzgerald and Co. to advise on its strategic options, including in connection with a joint sale process with its joint venture partner, Royal Gold.  Royal Gold has retained Scotia Capital Inc. to conduct a joint process for the sale directly or indirectly of the Peak Gold Project’s properties in Alaska. The Company’s

60%

interest in the Joint Venture Company plus cash on hand constitute substantially all of the Company’s assets. The Company has

no

borrowings.