Contango Ore Completes Asset Acquisition, Discloses Equity Sales

TL;DR

Contango Ore just bought assets, sold stock, and shuffled execs. Big moves!

AI Summary

Contango Ore, Inc. announced on July 10, 2024, the completion of its acquisition of certain assets. The company also disclosed unregistered sales of equity securities and changes in its board and officer appointments, including compensatory arrangements. Additionally, Contango Ore, Inc. provided a Regulation FD disclosure.

Why It Matters

This filing signals significant corporate activity for Contango Ore, Inc., including asset expansion and potential changes in its capital structure and leadership.

Risk Assessment

Risk Level: medium — The filing involves asset acquisition, unregistered equity sales, and executive changes, all of which can introduce financial and operational risks.

Key Players & Entities

• Contango Ore, Inc. (company) — Registrant
• July 10, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 713-877-1311 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, Par Value $0.01 per share CTGO NYSE American LLC

Filing Documents

• ctgo-20240710.htm (8-K) — 54KB
• ctgo-ex99_1.htm (EX-99.1) — 17KB
• ctgo-ex99_2.htm (EX-99.2) — 21KB
• img262433452_0.jpg (GRAPHIC) — 5KB
• img263356973_0.jpg (GRAPHIC) — 5KB
• img263356973_1.jpg (GRAPHIC) — 6KB
• 0000950170-24-082754.txt ( ) — 239KB
• ctgo-20240710.xsd (EX-101.SCH) — 24KB
• ctgo-20240710_htm.xml (XML) — 5KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On July10, 2024, Contango ORE, Inc. ("Contango" or the "Company") completed its acquisition of HighGold Mining Inc., a corporation existing under the laws of the Province of British Columbia ("HighGold"), pursuant to the previously announced Arrangement Agreement and the Plan of Arrangement attached thereto (the "Arrangement Agreement"), dated May1, 2024, by and among the Company, Contango Mining CanadaInc., a corporation organized under the laws of British Columbia and a wholly owned subsidiary of the Company, and HighGold (the "HighGold Acquisition"). The HighGold Acquisition, which was approved by HighGold shareholders at HighGold's special meeting held on June27, 2024, was subsequently approved by the Supreme Court of British Columbia on July2, 2024. As contemplated by the Arrangement Agreement, each HighGold share of common stock was exchanged for 0.019 shares of Contango common stock (the "Exchange Ratio"). HighGold options were also exchanged, directly or indirectly, for Contango shares, based on the fair market value of the HighGold options prior to the closing date. Upon completion of the HighGold Acquisition, existing Contango shareholders own approximately 85.9% and HighGold shareholders own approximately 14.1% of the combined company. The foregoing summary description of the completion of the HighGold Acquisition does not purport to be complete and is qualified in its entirety by reference to the terms of the Arrangement Agreement, which was attached as Exhibit10.1 to Contango's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on May6, 2024 and is incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. Upon consummation of the transactions contemplated by the Arrangement Agreement, the Company issued an aggregate of 1,698,887 shares of Contango common stock to HighGold shareholders in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 3(a)(10) of the Securities Act. Such exemption was based on the final order of the Supreme Court of British Columbiaissued on July2, 2024, approving the HighGold Acquisition following a hearing by the court which considered, among other things, the fairness of the HighGold Acquisition to the persons affected.

02 Departure of Directors or Certain Officers; Election of Directors

Item 5.02 Departure of Directors or Certain Officers; Election of Directors In connection with the HighGold Acquisition, Contango granted HighGold the right to appoint one director to its board of directors (the "Board"). As of the effective time of the HighGold Acquisition, the Board increased its number of directors from five to six, and, on July10, 2024, Darwin Green was appointed to the Board. Mr. Green served as Director, President and Chief Executive Officer of HighGold from August 2019 until its acquisition by Contango ORE in July 2024, and has served as Executive Chairman for Onyx Gold Corp from July 2023 to present. Mr. Green was a founder of HighGold and Onyx Gold, both publicly traded companies focused on mineral exploration and mine development in North America. Between November 2008 and December 31, 2019, he served as the Vice President Exploration for Constantine Metal Resources Ltd. and prior to that, Mr. Green oversaw exploration and underground development programs at the Niblack deposit, for which he received the Commissioner's Award for Project Excellence by the State of Alaska. Mr. Green holds a B.Sc. from the University of British Columbia and an M.Sc. in economic geology from Carleton University. Mr. Green has thirty years of experience in the minerals mining industry and brings significant industry, corporate and technical knowledge to the Company. Mr. Green will stand for re-election at the next annual meeting of stockholders. Mr. Green will serve on the Audit and Compensation Committees of the Board. Mr. Green has not had any related person transactions with the Company as of the date of his appointment, and therefore is independent in accordance with NYSE American rules. Mr. Green will be eligible for compensation in accordance with the Company's standard compensation policies for non-employee directors as described in the section entitled "Corporate Governance" in the Company's proxy statement on Schedule 14A filed with the SEC on

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. First Pour at Manh Choh On July8, 2024, the Company issued a press release announcing that the first gold pour for the Manh Choh mine took place at the Fort Knox mill facility on July8, 2024. The Company is a 30% owner of Peak Gold,LLC, which operates the Manh Choh mine near Tok, Alaska. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Closing of HighGold Acquisition On July10, 2024, the Company issued a press release announcing the closing of the HighGold Acquisition. A copy of the press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference. The information included herein and in Exhibits 99.1 and 99.2 shall not be deemed "filed" for purposes of Section18 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 the Securities Act or the Exchange Act. Cautionary Note Regarding Forward-Looking Statements Many of the statements included or incorporated in this Current Report on Form 8-K and the furnished exhibits constitutes "forward-looking statements." In particular, they include statements relating to future actions and strategies, future operating and financial performance, and the Company's future financial results. These forward-looking statements are based on current expectations and projections about future events. Readers are cautioned that forward-looking statements are not guarantees of future operating and financial performance or results and involve substantial risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of the Company may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, factors described from time to time in the Company's Annual Report on Form 1

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 99.1 Press Release of the Company, dated July8, 2024. 99.2 Press Release of the Company, dated July10, 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: July 10, 2024 By: /s/ Mike Clark Chief Financial Officer and Secretary