Contango Ore, Inc. Files 8-K for Material Definitive Agreement

Ticker: CTGO · Form: 8-K · Filed: 2024-05-06T00:00:00.000Z

Sentiment: neutral

Topics: material-definitive-agreement, 8-k

TL;DR

Contango Ore filed an 8-K for a new material agreement on May 1st.

AI Summary

On May 1, 2024, Contango Ore, Inc. entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in Fairbanks, Alaska, filed this 8-K report on May 6, 2024. The filing pertains to an event that occurred on May 1, 2024.

Why It Matters

This filing indicates a significant new agreement for Contango Ore, Inc., which could impact its operations and future business prospects.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Numbers

Key Players & Entities

FAQ

What is the nature of the material definitive agreement?

The filing does not specify the nature of the material definitive agreement, only that one was entered into on May 1, 2024.

When was the 8-K report filed?

The 8-K report was filed on May 6, 2024.

What is Contango Ore, Inc.'s state of incorporation?

Contango Ore, Inc. is incorporated in Delaware.

Where are Contango Ore, Inc.'s principal executive offices located?

Contango Ore, Inc.'s principal executive offices are located in Fairbanks, Alaska.

What is the SEC file number for Contango Ore, Inc.?

The SEC file number for Contango Ore, Inc. is 001-35770.

Filing Stats: 1,573 words · 6 min read · ~5 pages · Grade level 13.1 · Accepted 2024-05-06 15:34:48

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 1, 2024, Contango ORE, Inc. ("Contango" or the "Company") entered into a definitive arrangement agreement (the "Arrangement Agreement"), by and among the Company, Contango Mining Canada Inc., a corporation organized under the laws of British Columbia and a wholly owned subsidiary of the Company, and HighGold Mining Inc., a corporation existing under the laws of the Province of British Columbia ("HighGold"), pursuant to which the Company intends to acquire 100% of the outstanding equity interests of HighGold (the "HighGold Acquisition"). Under the terms of the Arrangement Agreement, each HighGold share of common stock will be exchanged for 0.019 shares of Contango common stock (the "Exchange Ratio") based on the volume weighted average price ("VWAP") of Contango shares on the NYSE American for the five-day period ending on May 1, 2024. The Exchange Ratio implies total consideration of approximately $0.40 per HighGold share and total HighGold equity value of approximately $37 million. Upon completion of the HighGold Acquisition, existing Contango shareholders will own approximately 85% and HighGold shareholders will own approximately 15% of the combined company. In connection with the HighGold Acquisition, Contango will grant to HighGold the right to appoint one director to Contango's board of directors. Closing of the HighGold Acquisition is subject to customary closing conditions and is expected to occur in July 2024. The Arrangement Agreement contains customary representations, warranties and covenants and also includes indemnification provisions under which the parties have agreed to indemnify each other against certain liabilities. A copy of the Arrangement Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Arrangement Agreement is qualified in its entirety by reference to such exhibit. On May 2, 2024, th

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On May 2, 2024, the Company made available a new corporate presentation. A copy of this presentation titled "Building Alaska's Next Gold Mines – Corporate Presentation – HighGold Transaction" is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is available on the Company's website at www.contangoore.com. The Company's presentation furnished as Exhibit 99.2 to this Current Report contains non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. Reconciliations of these non-GAAP financial measures are not included in the furnished presentation due to the inherent difficulty and impracticality of quantifying certain amounts that would be required to calculate the most directly comparable GAAP financial measures. In addition, certain of the non-GAAP financial measures have been prepared by Kinross Gold Corporation, the Company's partner in, and the manager of, Peak Gold, LLC, a joint venture company in which the Company currently holds a 30% interest, and are based on International Financial Reporting Standards (IFRS) accounting standards and detailed information to which the Company has not had access to at this time. As a result, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measure without unreasonable efforts. The information included herein and in Exhibit 99.2 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any

01 Other Events

Item 8.01 Other Events. On May 1, 2024, the Company entered into a stock purchase agreement (the "SP Agreement") with Avidian Gold Corp. ("Avidian") pursuant to which the Company has agreed to purchase Avidian's 100% owned Alaskan subsidiary, Avidian Gold Alaska Inc. ("Avidian Alaska") for initial consideration of $2,400,000, with a contingent payment for up to $1,000,000 (the "Avidian Transaction"). The Company will pay Avidian an initial purchase price of $2,400,000 consisting of (i) $400,000 in cash (the "Cash Consideration") and (ii) $2,000,000 in shares of Contango common stock (the "Equity Consideration"). The Cash Consideration shall be paid in the following tranches: (i) a deposit $50,000 (paid) (ii) $150,000 due on the closing date, and (iii) $200,000 due on or before the 6-month anniversary of the closing date. The number of shares of common stock constituting the Equity Consideration will be determined based on Contango's 10-day VWAP on the NYSE American immediately prior to the closing date. If the Company makes a positive production decision on either of the Amanita or Golden Zone properties within 120 months of the closing date, the Company will pay Avidian an additional $1,000,000 within thirty (30) days of such decision (the "Deferred Purchase Price"). The Deferred Purchase Price can be paid in either cash or Contango shares at the Company's sole discretion. If at any time prior to this production decision, within the 120-month period, Contango enters into a third-party transaction on any of the properties, Avidian will receive 20% of the consideration received by Contango (capped at $500,000 per property) credited against the total Deferred Purchase Price. The Avidian Transaction is subject to Avidian shareholder approval, as well as the receipt of all required governmental and/or regulatory approvals, including that of the Toronto Venture Exchange and NYSE American. Should Avidian shareholders not approve this transaction the SP Agreement

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 10.1 Arrangement Agreement by and among Contango ORE, Inc., Contango Mining Canada Inc. and HighGold Mining Inc., dated May 1, 2024. 99.1 Press Release of the Company, dated May 2, 2024 . 99.2 Company Presentation, dated May 2, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CONTANGO ORE, INC. Date: May 6, 2024 By: /s/ Mike Clark Mike Clark, CFO

View on Read The Filing