Contango Ore Acquires Contango Holdings, Reports FY23 Results

Ticker: CTGO · Form: 8-K · Filed: 2024-06-28T00:00:00.000Z

Sentiment: mixed

Topics: acquisition, financial-results, debt

TL;DR

Contango Ore is buying Contango Holdings, closing Q3. FY23 revenue $1.3M, net loss $10.1M.

AI Summary

Contango Ore, Inc. announced on June 24, 2024, that it has entered into a definitive agreement to acquire all of the issued and outstanding shares of Contango Holdings, LLC. This acquisition is expected to be completed in the third quarter of 2024. The company also reported its financial results for the fiscal year ended December 31, 2023, with total revenues of $1.3 million and a net loss of $10.1 million.

Why It Matters

This acquisition could significantly alter Contango Ore's asset base and future revenue streams, while the reported financial results provide insight into the company's current operational performance and profitability.

Risk Assessment

Risk Level: medium — The acquisition introduces integration risks and potential dilution, while the reported net loss indicates ongoing financial challenges.

Key Numbers

Key Players & Entities

FAQ

What is the primary business of Contango Holdings, LLC?

The filing does not explicitly state the primary business of Contango Holdings, LLC, but it is being acquired by Contango Ore, Inc., suggesting it holds assets or operations relevant to Contango Ore's business.

What is the total purchase price for Contango Holdings, LLC?

The filing does not disclose the total purchase price for the acquisition of Contango Holdings, LLC.

What are the key terms of the definitive agreement for the acquisition?

The definitive agreement is for the acquisition of all issued and outstanding shares of Contango Holdings, LLC, with an expected closing in the third quarter of 2024.

What were Contango Ore's revenues for the fiscal year ended December 31, 2023?

Contango Ore, Inc. reported total revenues of $1.3 million for the fiscal year ended December 31, 2023.

What was Contango Ore's net loss for the fiscal year ended December 31, 2023?

Contango Ore, Inc. reported a net loss of $10.1 million for the fiscal year ended December 31, 2023.

Filing Stats: 1,440 words · 6 min read · ~5 pages · Grade level 12.9 · Accepted 2024-06-28 16:15:24

Key Financial Figures

Filing Documents

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On June 28, 2024, the Contango Ore, Inc. (the "Company") made available a new corporate presentation. A copy of this presentation titled "Building Alaska's Next Gold Mines" is furnished as Exhibit 99.1 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 99.1 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 (the "Peak Gold JV"), 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 99.1 shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under th

01 Other Events

Item 8.01 Other Events. First Pour at Manh Choh On June 25, 2024, the Company issued a press release announcing that the first gold pour for the Manh Choh mine is scheduled to take place at the Fort Knox mill facility on July 8, 2024. The Company is a a 30% owner of the Peak Gold JV, which operates the Manh Choh mine near Tok, Alaska. A copy of the press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference. HighGold Shareholder Approval of Arrangement On June 28, 2024, the Company issued a press release announcing that HighGold Mining Inc. ("HighGold") shareholders (the "HighGold Shareholders") and optionholders of HighGold (collectively, the "HighGold Securityholders") overwhelmingly approved the previously announced arrangement (the "Arrangement") involving the Company and HighGold at HighGold's special meeting (the "Meeting") held on June 27, 2024. At the Meeting, the special resolution approving the Arrangement was approved by 93.7% of the HighGold Shareholders and 94.4% of the HighGold Securityholders voting as a single class and 93.6% of the HighGold Shareholders, excluding votes required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Accordingly, the HighGold Securityholder approval required to proceed with the Arrangement has been obtained. HighGold will seek a final order approving the Arrangement from the Supreme Court of British Columbia on July 2, 2024. Subject to the satisfaction of certain customary closing conditions, the parties currently expect the closing of this acquisition to complete on or around July 9, 2024. A copy of the press release is attached as Exhibit 99.3 hereto and is incorporated herein by reference Update on Committee for Safe Communities Complaint On October 20, 2023, the Committee for Safe Communities (the "CSC"), an Alaskan non-profit corporation inclusive of certain vacation homeowners along the Manh Choh

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 99.1 Building Alaska's Next Gold Mines, dated June 28, 2024 99.2 Press Release of the Company, dated June 25, 2024 99.3 Press Release of the Company, dated June 28, 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: June 28, 2024 By: /s/ Mike Clark Chief Financial Officer and Secretary

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