PART I CORE is an Alaska-focused gold and associated minerals exploration company, advancing the Manh Choh Project and exploring other properties [Item 1. BUSINESS](index=4&type=section&id=Item%201.%20BUSINESS) CORE is an Alaska-focused gold and minerals exploration company operating through Peak Gold JV and wholly-owned subsidiaries, advancing the Manh Choh Project and exploring other properties [Overview](index=4&type=section&id=Overview) This section provides an overview of the company's business operations and strategic focus [Background](index=4&type=section&id=Background) Company formed in 2010 for gold exploration in Alaska, establishing Peak Gold JV in 2015 - Company formed on **September 1, 2010**, for gold and associated minerals exploration in Alaska[11](index=11&type=chunk) - Peak Gold JV formed on **January 8, 2015**, with Royal Gold, with CORE contributing a **100%** leasehold interest in **675,000 acres** and State of Alaska mining claims[11](index=11&type=chunk) [Kinross Transaction](index=4&type=section&id=Kinross%20Transaction) CORE sold a 30% interest in Peak Gold JV to Kinross, retaining 30% and transferring other claims to a wholly-owned subsidiary - On September 29, 2020, CORE sold a **30.0%** membership interest in Peak Gold JV to KG Mining (Kinross subsidiary)[12](index=12&type=chunk) Kinross Transaction Details | Item | Value | | :--- | :--- | | Cash | $32.4 million | | Shares of Common Stock | 809,744 shares | - Post-transaction, CORE holds a **30.0%** interest and KG Mining (Kinross) holds a **70.0%** interest in Peak Gold JV, with Kinross as manager[12](index=12&type=chunk) - Separation Agreement transferred approximately **167,000 acres** of Alaska State mining claims to Contango Minerals, making it a wholly-owned subsidiary of CORE[13](index=13&type=chunk) [Acquisition of Lucky Shot Property](index=5&type=section&id=Acquisition%20of%20Lucky%20Shot%20Property) CORE acquired AGT and the Lucky Shot Property for up to $30 million, committing to $10 million in expenditures - On August 24, 2021, CORE acquired AGT, including the Lucky Shot Property, for up to **$30 million**[14](index=14&type=chunk) Lucky Shot Property Acquisition Payments | Payment Type | Amount | Notes | | :--- | :--- | :--- | | Initial Cash Payment | $5 million | At closing | | Promissory Note | $6.25 million | Paid in cash on Feb 25, 2022 | | Contingent Consideration | Up to $18.75 million | Based on gold production milestones | - CORE committed to **$10 million** in expenditures on the Lucky Shot Property within **36 months** of closing, with **$8.6 million** spent as of June 30, 2022[14](index=14&type=chunk) [Strategy](index=6&type=section&id=Strategy) Company strategy includes new leadership, Kinross managing Peak Gold JV, significant insider ownership, and plans for property acquisitions - Rick Van Nieuwenhuyse appointed President and CEO in **January 2020**[16](index=16&type=chunk) - Kinross Gold Corporation's subsidiary, KG Mining, became the manager of the Peak Gold JV as of **October 1, 2020**[16](index=16&type=chunk) - As of June 30, 2022, directors and executives beneficially own approximately **24.4%** of the Company's Common Stock[16](index=16&type=chunk) - Company plans to acquire additional exploration properties, which may increase expenses for royalties, rents, and work requirements[16](index=16&type=chunk) [Adverse Climate Conditions](index=6&type=section&id=Adverse%20Climate%20Conditions) Arctic climate in Alaska restricts exploration and mining activities to specific seasons - Arctic climate in Alaska limits exploration and mining activities during certain seasons[17](index=17&type=chunk) [Competition](index=6&type=section&id=Competition) Company faces intense competition from larger mining entities with superior financial and technical resources - Company faces strong competition from larger mining companies for new exploration-stage properties and mineral extraction in Alaska[18](index=18&type=chunk) - Competitors have significantly greater financial resources and in-house technical expertise[18](index=18&type=chunk) [Government Regulation](index=6&type=section&id=Government%20Regulation) Mineral exploration is subject to extensive environmental, tax, and tribal regulations in Alaska - Mineral exploration activities are affected by environmental, conservation, tax, and other laws and regulations[19](index=19&type=chunk) - Tetlin Lease is on land leased from the Tetlin Tribal Council, which, as a sovereign government, maintains its own regulatory and judicial systems[19](index=19&type=chunk) [Employees](index=7&type=section&id=Employees) The company employs eleven full-time staff, including key executive officers - The Company has **eleven full-time employees**[23](index=23&type=chunk) Key Executive Officers | Name | Position | | :--- | :--- | | Brad Juneau | Chairman | | Rick Van Nieuwenhuyse | President, Chief Executive Officer, and Director | | Leah Gaines | Vice President, Chief Financial Officer, Chief Accounting Officer, Treasurer and Secretary | [Directors and Executive Officers](index=7&type=section&id=Directors%20and%20Executive%20Officers) The Board of Directors and executive officers are elected annually to manage the company - The Board of Directors is responsible for managing the Company, with directors elected annually by stockholders[25](index=25&type=chunk) - Executive officers are elected annually by the Board and serve until successors are qualified or earlier resignation/removal[25](index=25&type=chunk) [Corporate Offices](index=8&type=section&id=Corporate%20Offices) Company subleases its corporate office space in Houston, Texas - Company subleases office space from JEX at 3700 Buffalo Speedway, Ste 925, Houston, TX 77098[26](index=26&type=chunk) [Code of Ethics](index=8&type=section&id=Code%20of%20Ethics) A Code of Ethics for senior management is available on the company's website - A Code of Ethics for senior management has been adopted and is available on the Company's website[27](index=27&type=chunk) [Available Information](index=8&type=section&id=Available%20Information) SEC filings and other company information are accessible through the SEC and company websites - SEC filings (10-K, 10-Q, 8-K) are available at the SEC's Public Reference Room and electronically via sec.gov and contangoore.com[28](index=28&type=chunk) [Item 1A. RISK FACTORS](index=8&type=section&id=Item%201A.%20RISK%20FACTORS) The company faces significant operational, financial, regulatory, environmental, and corporate risks inherent to an exploration-stage mining business - Risks include health epidemics (COVID-19), global economic instability (inflation, fuel costs), and supply chain issues[29](index=29&type=chunk) - Kinross, as the **70% owner** and manager of Peak Gold JV, has discretion over funding and exploration, limiting CORE's influence and potentially leading to dilution if CORE cannot fund its share[30](index=30&type=chunk)[31](index=31&type=chunk)[33](index=33&type=chunk) - The Company has **no revenue** from mineral sales or operations to date and depends on raising capital to fund future exploration and working capital[31](index=31&type=chunk)[38](index=38&type=chunk) - The probability of finding economic mineral reserves is **extremely remote**, and there is no assurance that commercially feasible quantities of minerals can be recovered[36](index=36&type=chunk)[40](index=40&type=chunk) - Gold prices and the mining industry are volatile and beyond the Company's control, directly affecting revenues and project feasibility[37](index=37&type=chunk)[50](index=50&type=chunk) - Exploration activities involve a high degree of risk, including ground failures, equipment accidents, adverse weather, and compliance issues; underground operations at Lucky Shot add unique hazards[44](index=44&type=chunk)[45](index=45&type=chunk) - Title to properties may be challenged, and enforcing contractual rights against Native American tribes with sovereign powers can be difficult[47](index=47&type=chunk) - The Company's common stock is **thinly traded**, leading to potential disproportionately large price fluctuations from small trading volumes[56](index=56&type=chunk) - The Company **does not intend to pay dividends** in the foreseeable future, requiring investors to rely on stock appreciation for returns[58](index=58&type=chunk) [Item 1B. UNRESOLVED STAFF COMMENTS](index=15&type=section&id=Item%201B.%20UNRESOLVED%20STAFF%20COMMENTS) There are no unresolved staff comments concerning the company's filings - No unresolved staff comments[60](index=60&type=chunk) [Item 2. PROPERTIES](index=16&type=section&id=Item%202.%20PROPERTIES) CORE holds interests in exploration-stage gold and mineral properties in Alaska, including Peak Gold JV, Lucky Shot, and Contango Minerals properties, all without proven reserves - CORE holds a **30.0% interest** in Peak Gold JV Property (**688,000 acres**), **100%** in Lucky Shot Property (**8,600 acres**), and **100%** in Contango Minerals properties (**214,600 acres**)[62](index=62&type=chunk)[63](index=63&type=chunk) - All properties are in the **exploration stage** and do **not currently host proven or probable mineral reserves**[67](index=67&type=chunk) [Overview](index=16&type=section&id=Overview_Properties) This section provides an overview of the company's mineral properties [Property Summary](index=16&type=section&id=Property%20Summary) A summary of the company's land ownership and mineral claims in Alaska as of June 30, 2022 Land Ownership Summary (as of June 30, 2022) | Property | Location | Commodities | Claims | Estimated Acres | Type | | :--- | :--- | :--- | :--- | :--- | :--- | | **Peak Gold JV (30.0% Interest):** | | | | | | | Tetlin Lease | Eastern Interior | Gold, Copper, Silver | - | 675,000 | Lease | | Tetlin-Tok | Eastern Interior | Gold, Copper, Silver | 129 | 10,400 | State Mining Claims | | Eagle | Eastern Interior | Gold, Copper, Silver | 30 | 2,600 | State Mining Claims | | **AGT (100% Interest):** | | | | | | | Lucky Shot | South Central | Gold | 58 | 7,900 | State Mining Claims | | Lucky Shot | South Central | Gold | 43 | 700 | Patented Mining Claims | | **Contango Minerals (100% Interest):** | | | | | | | Eagle | Eastern Interior | Gold, Copper, Silver | 396 | 64,800 | State Mining Claims | | Triple Z | Eastern Interior | Gold, Copper, Silver | 95 | 14,800 | State Mining Claims | | Hona | Eastern Interior | Gold, Copper, Silver | 482 | 74,300 | State Mining Claims | | Shamrock | Eastern Interior | Gold, Copper, Silver | 361 | 52,700 | State Mining Claims | | Willow | South Central | Gold | 69 | 8,000 | State Mining Claims | | **TOTALS:** | | | 1,663 | 911,200 | | [Acquisition of Exploration and Mining Rights](index=18&type=section&id=Acquisition%20of%20Exploration%20and%20Mining%20Rights) Mining rights in Alaska are obtained from federal, state, tribal, and private entities, with state claims acquired by staking - Mining rights in Alaska are acquired from federal, state, tribal, and private sources[69](index=69&type=chunk) - State of Alaska mining claims can be acquired by staking, subject to annual assessment work, rental fees, and royalties[69](index=69&type=chunk) [Mine Types](index=18&type=section&id=Mine%20Types) All company properties are currently in the exploration stage with no active mining operations - All properties are in the exploration stage, and no existing mines are active on Peak Gold JV Property or Contango Properties[70](index=70&type=chunk) [Peak Gold JV Property](index=18&type=section&id=Peak%20Gold%20JV%20Property) The Peak Gold JV Property is located in eastern interior Alaska, with operations relying on contractors - Peak Gold JV Property is located in eastern interior Alaska, **300 km** southeast of Fairbanks, with road access to the Alaska Highway[71](index=71&type=chunk) - The Company relies on contractors for work at the Peak Gold JV Property and does not have its own plant or equipment there[71](index=71&type=chunk) [Tetlin Lease](index=20&type=section&id=Tetlin%20Lease) The Tetlin Lease extends to 2028, involving production and advance minimum royalties to the Tetlin Tribal Council and Royal Gold - Tetlin Lease term extends to **July 5, 2028**, with exploration expenditures satisfying work commitments through 2028[75](index=75&type=chunk) Tetlin Lease Royalty Payments | Recipient | Royalty Type | Rate | | :--- | :--- | :--- | | Tetlin Tribal Council | Production Royalty | 2.25% to 4.25% | | Tetlin Tribal Council | Advance Minimum Royalty | ~$75,000/year | | Royal Gold | Production Royalty | 3.0% | [Exploration Overview](index=20&type=section&id=Exploration%20Overview) Peak Gold JV plans to mine Manh Choh ore for processing at Fort Knox, with Kinross proceeding to development and production expected in 2024 - Peak Gold JV plans to mine ore from Main and North Manh Choh deposits and process it at Kinross's Fort Knox complex, expected to accelerate development and reduce costs[76](index=76&type=chunk) - Kinross decided to proceed with development in **July 2022**, with production expected to commence in the **second half of 2024**[76](index=76&type=chunk) Manh Choh Project Key Metrics (Net to CORE's 30% ownership) | Metric | Value | | :--- | :--- | | Initial Gold Reserve | ~300,000 ounces (at 7.88g/t) | | Initial Silver Reserve | >500,000 ounces (at 13.6g/t) | | Aggregate Capital Expenditures (Peak Gold JV) | ~$182 million | | Capital Contributions (CORE's 30% share) | ~$54.5 million | | Average All-in Sustaining Costs (AISC) | $900 per Au eq. oz. | | Expected Annual Gold Production (Peak Gold JV) | 225,000 ounces | | Expected Annual Gold Production (Net to CORE) | ~67,500 ounces | - From inception to June 30, 2022, Peak Gold JV incurred **$70.6 million** in exploration expenditures, with CORE contributing **$18.0 million** in cash[76](index=76&type=chunk) [Exploration Activity and Targets](index=21&type=section&id=Exploration%20Activity%20and%20Targets) The Chief Danny Prospect Area is the most advanced target, with extensive exploration and drilling activities conducted through 2022 - Chief Danny Prospect Area is the most advanced target, with extensive exploration work since 2009[78](index=78&type=chunk) Chief Danny Prospect Area Exploration Activity (2009-2022) | Year | Core Samples (count) | Rock Samples (count) | Soil Samples (count) | Core (feet) | IP/Geophysics (km) | | :--- | :--- | :--- | :--- | :--- | :--- | | 2009 | — | 958 | 33 | — | — | | ... | ... | ... | ... | ... | ... | | 2021 | — | — | — | 33,010 | — | | 2022 | — | 223 | 518 | — | — | | **Total** | **50,674** | **3,417** | **7,729** | **331,926** | **7,586** | - The 2021 drilling program spent approximately **$15.8 million** and completed **33,010 core ft** of drilling, focusing on in-fill, condemnation, and environmental studies[76](index=76&type=chunk)[85](index=85&type=chunk) - The 2022 drilling program is expected to include **8,500ft** of drilling, stream sediment reconnaissance, and gravity geophysics survey[85](index=85&type=chunk) [Geochemical Analysis and Security](index=24&type=section&id=Geochemical%20Analysis%20and%20Security) Geochemical samples from exploration programs are analyzed by accredited labs for gold and multi-element content - Samples from 2017-2019 programs were analyzed by Bureau Veritas Minerals; 2020-2021 samples by ALS Minerals[86](index=86&type=chunk) - Analytical work includes gold by fire assay and multi-element ICP-AES analyses[86](index=86&type=chunk) [Sampling, Analysis and Security](index=24&type=section&id=Sampling,%20Analysis%20and%20Security) Quality assurance and quality control procedures involve inserting blanks, standards, and duplicates into sample flows - QA/QC procedures involve inserting blanks, standards, and duplicates into sample flows at specified rates (e.g., **5% blanks**, **5% standards**, **3% field duplicates** for 2020-2021 programs)[87](index=87&type=chunk) [Community Affairs](index=25&type=section&id=Community%20Affairs) Peak Gold JV maintains a Community Support Agreement with Tetlin Village, providing annual support and road maintenance - Peak Gold JV has a Community Support Agreement with Tetlin Village, providing **$100,000 annually** through **January 1, 2024**[89](index=89&type=chunk) - Peak Gold JV supports Tetlin Village in maintaining the village access road[89](index=89&type=chunk) [Lucky Shot Property](index=25&type=section&id=Lucky%20Shot%20Property) This section details the Lucky Shot Property, including its location, geology, and exploration plans [Location of and Access to the Lucky Shot Property](index=25&type=section&id=Location%20of%20and%20Access%20to%20the%20Lucky%20Shot%20Property) The Lucky Shot Property, located north of Anchorage, includes three former producing gold mines with established road access - Lucky Shot Property is in the Willow Mining District, **180 km** north of Anchorage, with established road access[91](index=91&type=chunk) - Property includes three former producing gold mines: Coleman, Lucky Shot, and War Baby[91](index=91&type=chunk) [Geology](index=25&type=section&id=Geology) The Lucky Shot Property features a continuous high-grade quartz vein system, with historic production ceasing in 1942 - Lucky Shot vein system is continuous across **1.6 km**, hosted in granodiorite, with high-grade quartz veins[92](index=92&type=chunk)[93](index=93&type=chunk) - Historic mines produced until **1942**; no historical estimates are classified as current mineral resources or reserves[93](index=93&type=chunk) [The Company's Exploration Plan](index=25&type=section&id=The%20Company's%20Exploration%20Plan) The company's exploration plan for Lucky Shot includes tunnel extension, drilling, and defining resources - Company refurbished and extended the Enserch tunnel to **2405 feet**[94](index=94&type=chunk) - **Four drill holes** have intersected the believed Lucky Shot vein, with assays pending[94](index=94&type=chunk) - Exploration plan includes **600 meters** of new drift and **3,000 meters** of diamond drilling to define resources[94](index=94&type=chunk) [Contango Minerals Property](index=26&type=section&id=Contango%20Minerals%20Property) Exploration on Contango Minerals properties, including Triple Z, Eagle/Hona, Shamrock, and Willow, is in early stages - Exploration on Contango Minerals properties (Triple Z, Eagle/Hona, Shamrock, Willow) is in early stages, with field work on Eagle/Hona and Shamrock starting July 2021[96](index=96&type=chunk) [Triple Z Prospect](index=26&type=section&id=Triple%20Z%20Prospect) The Triple Z prospect shows potential for porphyry copper-gold-silver-molybdenum mineralization, with further drilling pending land transfer - Triple Z prospect (**14,800 acres**) is prospective for porphyry copper-gold-silver-molybdenum mineralization[97](index=97&type=chunk) - Drilling in **2012** (holes 1202 and 1204) encountered anomalous copper, gold, and silver[97](index=97&type=chunk) - Further drilling is awaiting completion of a land transfer from federal to state agencies, expected in **2022**[97](index=97&type=chunk) [Eagle/Hona Prospect](index=26&type=section&id=Eagle/Hona%20Prospect) The Eagle/Hona prospect exhibits widespread copper, arsenic, and gold anomalies, with significant drill intercepts and planned follow-up work - Eagle/Hona prospect (**139,100 acres**) shows widespread copper, arsenic, and gold anomalies[98](index=98&type=chunk) Significant Drill Intercepts from 2019 Program (Hona 2) | DrillHole | Zone | From (m) | To (m) | Interval (m) | Au (g/t) | Ag (g/t) | Cu (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | HN19001 | Hona 2 | 32.00 | 35.05 | 3.05 | 1.01 | 1.4 | 0.027 | | HN19001 | Hona 2 | 436.17 | 440.89 | 4.72 | 0.80 | - | 0.025 | | HN19001 | Hona 2 | 452.78 | 460.71 | 7.93 | 0.88 | 0.4 | 0.034 | | HN19002 | Hona 2 | 612.65 | 629.67 | 17.02 | 0.41 | 5.4 | 0.333 | - Follow-up geologic mapping and sampling are planned for **summer 2023**[98](index=98&type=chunk) [Shamrock Prospect](index=28&type=section&id=Shamrock%20Prospect) The Shamrock prospect, located in the Richardson Mining District with excellent infrastructure, is targeted for "Pogo Type" and Intrusive Related Gold deposits - Shamrock prospect (**52,700 acres**) in Richardson Mining District has excellent infrastructure (Alaska Highway, Trans Alaska Pipeline, power line)[102](index=102&type=chunk) - Richardson District historically produced over **100,000 ounces** of placer gold[102](index=102&type=chunk) - Company plans to explore for "Pogo Type" mineralization, Intrusive Related Gold deposits, and high-level rhyolite intrusive dike deposits[102](index=102&type=chunk) - Follow-up trenching and detailed geologic mapping are planned for **summer 2023**[102](index=102&type=chunk) [Willow Prospect](index=29&type=section&id=Willow%20Prospect) The Willow claims, adjacent to Lucky Shot, cover historically active mines and are slated for mapping, sampling, and geophysical surveys - Willow claims (**8,000 acres**) are adjacent to Lucky Shot Property and cover historically active mines[104](index=104&type=chunk) - Company plans geologic mapping, geochemical sampling, and geophysical surveys to identify exploration drill targets[104](index=104&type=chunk) [Environmental Regulation and Permitting](index=29&type=section&id=Environmental%20Regulation%20and%20Permitting) The company operates under various state and federal environmental permits, with future mining subject to extensive and complex regulations - Peak Gold JV voluntarily operates under State of Alaska mining claim terms and conditions, despite being on Native American land[105](index=105&type=chunk) - Peak Gold JV holds multi-year State Permits (Hard Rock Exploration, Temporary Water Use, Fish Habitat) and a Clean Water Act Nationwide Permit 6[105](index=105&type=chunk) - Shamrock Prospect holds multi-year State Permits (Hard Rock Exploration, Temporary Water Use, Fish Habitat)[107](index=107&type=chunk) - Lucky Shot Property holds multi-year State Permits (Hard Rock Exploration, Temporary Water Use) and a Driveway Permit[108](index=108&type=chunk) - Future mining operations are subject to extensive local, state, tribal, and federal environmental, health, and safety regulations[109](index=109&type=chunk) - Permitting for a gold mine in Alaska can take **over a decade** due to the scope and complexity of regulations[109](index=109&type=chunk) [Item 3. LEGAL PROCEEDINGS](index=32&type=section&id=Item%203.%20LEGAL%20PROCEEDINGS) The company is not involved in any legal proceedings as of the Form 10-K filing date - The Company is not a party to any legal proceedings as of the Form 10-K date[110](index=110&type=chunk) [Item 4. MINE SAFETY DISCLOSURES](index=32&type=section&id=Item%204.%20MINE%20SAFETY%20DISCLOSURES) Mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[111](index=111&type=chunk) PART II This section covers market information, financial data, management's discussion, and controls and procedures [Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](index=32&type=section&id=Item%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY,%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's common stock trades on NYSE American, with no planned dividends, and details equity compensation, private placements, and a convertible debenture - Common Stock trades on **NYSE American (CTGO)**[113](index=113&type=chunk) - As of June 30, 2022, **6,769,923 shares** of Common Stock were outstanding[114](index=114&type=chunk) - The Company does not intend to pay cash dividends in the foreseeable future, retaining earnings for business development[115](index=115&type=chunk) Equity Compensation Plan Summary (as of June 30, 2022) | Plan Category | Securities to be issued upon exercise of outstanding options (shares) | Weighted-average exercise price of outstanding options ($) | Securities remaining available for future issuance (shares) | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 100,000 | $14.50 | 100,427 | - 2020 Private Placement raised **~$3.2 million net**, and 2021 Private Placement raised **~$10.9 million net**[115](index=115&type=chunk)[117](index=117&type=chunk) - On April 26, 2022, the Company closed a **$20 million** unsecured convertible debenture with QRC, bearing **8% interest (6% cash, 2% stock)** and convertible at **$30.50 per share**[117](index=117&type=chunk) [Item 6. SELECTED FINANCIAL DATA](index=33&type=section&id=Item%206.%20SELECTED%20FINANCIAL%20DATA) Selected financial data is not applicable for this report - Selected financial data is not applicable[118](index=118&type=chunk) [Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=33&type=section&id=Item%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) CORE, an exploration-stage company, relies on capital raises for liquidity, reported a net loss in FY2022, and applies critical accounting policies for complex financial instruments - Company engages in exploration for gold, silver, and copper ores in Alaska; has **not commenced mining or generated revenue** from mineral sales[120](index=120&type=chunk) - Company's ability to continue as a going concern is **dependent on raising capital**[120](index=120&type=chunk) Key Financial Performance Indicators (FY2022 vs. FY2021) | Expense Category | FY2022 ($) | FY2021 ($) | Change (YoY) ($) | | :--- | :--- | :--- | :--- | | Claim rental expense | (621,298) | (210,080) | Increased by 411,218 | | Exploration expense | (8,517,938) | (89,817) | Increased by 8,428,121 | | General and administrative expense | (10,336,378) | (10,362,281) | Decreased by 25,903 | | Loss from equity investment in Peak Gold, LLC | (3,706,000) | (3,861,252) | Decreased by 155,252 | | Gain on sale of a portion of the equity investment in Peak Gold, LLC | 0 | 39,692,857 | Decreased by 39,692,857 | | Interest expense | (330,047) | 0 | Increased by 330,047 | | Income tax (expense)/benefit | 119,731 | (1,301,874) | Shift from expense to benefit | | Net Income/(Loss) | (23,506,650) | 23,869,123 | Shift from income to loss | | Basic EPS ($/share) | (3.49) | 3.82 | Shift from positive to negative | [Overview](index=33&type=section&id=Overview_MD%26A) This section provides an overview of the company's financial condition and results of operations [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains $23.3 million in cash, believing it has sufficient liquidity for the next twelve months, supported by recent capital raises - As of June 30, 2022, the Company had approximately **$23.3 million** of cash[122](index=122&type=chunk) - Primary cash requirements include capital calls from Peak Gold JV, exploration of Contango Properties (including **$10 million** commitment for Lucky Shot), and G&A expenses[122](index=122&type=chunk) - Company believes it has sufficient liquidity for the next twelve months due to cash from Kinross Transaction, private placements, and a **$20 million** convertible debenture[122](index=122&type=chunk) Capital Raises and Debt Issuance | Source | Net Proceeds | Date | Purpose | | :--- | :--- | :--- | :--- | | 2020 Private Placement | ~$3.2 million | Sept 2020 | Working capital, Peak Gold JV, Contango Minerals funding | | 2021 Private Placement | ~$10.9 million | June 2021 | Exploration & development, general corporate purposes | | Unsecured Convertible Debenture (QRC) | $20 million | April 2022 | Peak Gold JV commitments, Lucky Shot exploration, general corporate purposes | - Future financing may include equity issuances, which could result in dilution to common stock holders[122](index=122&type=chunk) [Off-Balance Sheet Arrangements](index=36&type=section&id=Off-Balance%20Sheet%20Arrangements) The company has no off-balance sheet arrangements - No off-balance sheet arrangements[124](index=124&type=chunk) [Contractual Obligations](index=36&type=section&id=Contractual%20Obligations) Contractual obligations include various royalties, contingent acquisition payments, and executive retention and incentive agreements - Tetlin Lease requires production royalties (**2.25%-4.25%**) and an advance minimum royalty of **~$75,000/year** to Tetlin Tribal Council[124](index=124&type=chunk) - Lucky Shot Acquisition includes contingent payments up to **$18.75 million** based on gold production milestones and a **$10 million** expenditure commitment over **36 months**[124](index=124&type=chunk) - Royal Gold holds a **3.0%** overriding royalty on Tetlin Lease and state mining claims, plus a **28.0%** net smelter returns silver royalty on a defined area within Tetlin Lease[124](index=124&type=chunk) - Retention Agreements for executives (Brad Juneau **$1 million**, Leah Gaines **$250,000**, Rick Van Nieuwenhuyse **$350,000**) are triggered by a change of control before **August 6, 2025**[124](index=124&type=chunk) - CEO Rick Van Nieuwenhuyse's Short-Term Incentive Plan includes cash bonuses and restricted stock, with a potential payout up to **200%** of annual base salary upon meeting performance goals or a change of control[124](index=124&type=chunk) [Application of Critical Accounting Policies and Management's Estimates](index=36&type=section&id=Application%20of%20Critical%20Accounting%20Policies%20and%20Management%27s%20Estimates) Critical accounting policies involve significant management judgment for areas like stock-based compensation, equity investments, and complex financial instruments - Critical accounting policies include stock-based compensation, investment in Peak Gold JV, business combinations, convertible debenture, derivative assets for embedded conversion features, and asset retirement obligations[125](index=125&type=chunk)[126](index=126&type=chunk) [Stock-Based Compensation](index=36&type=section&id=Stock-Based%20Compensation) Stock-based compensation is valued using the fair value method, employing the Black-Scholes model for options - Fair value method applied for stock-based compensation; Black-Scholes model for options, stock price for restricted stock[125](index=125&type=chunk) [Investment in the Peak Gold JV](index=36&type=section&id=Investment%20in%20the%20Peak%20Gold%20JV) Investment in Peak Gold JV is accounted for using the equity method, with cumulative losses resulting in a zero investment balance - Investment in Peak Gold JV accounted for under the equity method[125](index=125&type=chunk) - Investment balance is **zero** as of June 30, 2022, due to cumulative losses exceeding historical cost[125](index=125&type=chunk) - Suspended losses for the period from inception to June 30, 2022, total **$22.6 million**[125](index=125&type=chunk) [Business Combinations](index=37&type=section&id=Business%20Combinations) Acquisitions are classified as business combinations or asset acquisitions, with Lucky Shot treated as an asset acquisition - Acquisitions are classified as business combinations or asset acquisitions based on specific criteria[126](index=126&type=chunk) - Lucky Shot acquisition was accounted for as an asset acquisition, with total consideration of **~$13.5 million** allocated to acquired assets on a relative fair value basis[126](index=126&type=chunk) [Convertible Debenture](index=37&type=section&id=Convertible%20Debenture) The convertible debenture is accounted for under ASC 470-20, separating liability and equity components, and is classified as Level 2 fair value - Convertible debenture accounted for under ASC 470-20, separating liability and equity components[126](index=126&type=chunk) - Debt discount is amortized to interest expense over the term of the debt[126](index=126&type=chunk) - Convertible debenture is classified within Level 2 of the fair value hierarchy[126](index=126&type=chunk) [Derivative Asset for Embedded Conversion Features](index=37&type=section&id=Derivative%20Asset%20for%20Embedded%20Conversion%20Features) Embedded conversion features are evaluated for derivative accounting, with fair values estimated using probability-weighted binomial lattice models - Embedded conversion/redemption features in convertible instruments are evaluated for derivative accounting[126](index=126&type=chunk) - Fair values of embedded conversion features are estimated using probability-weighted binomial lattice models, classified within Level 3 of the fair value hierarchy[126](index=126&type=chunk) [Asset Retirement Obligations](index=37&type=section&id=Asset%20Retirement%20Obligations) Asset retirement obligations are recognized at fair value, totaling $0.2 million for the Lucky Shot project as of June 30, 2022 - Asset retirement obligations are recognized at fair value (present value of expected cash flows)[126](index=126&type=chunk) - As of June 30, 2022, asset retirement obligations for Lucky Shot project totaled **$0.2 million**[126](index=126&type=chunk) [Recently Issued Accounting Pronouncements](index=37&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) The company adopted ASU 2020-06, impacting convertible debenture accounting, while ASU 2020-01 had no financial statement impact - Adopted ASU 2020-06 effective **January 1, 2022**, impacting convertible debenture accounting[126](index=126&type=chunk) - ASU 2020-01 had no impact on financial statements[126](index=126&type=chunk) [Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=37&type=section&id=Item%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) Quantitative and qualitative disclosures regarding market risk are not applicable - Quantitative and qualitative disclosures about market risk are not applicable[128](index=128&type=chunk) [Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](index=38&type=section&id=Item%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) Consolidated financial statements and supplementary data are provided on pages 42 through 63 - Consolidated financial statements and supplemental information are provided on **pages 42-63**[128](index=128&type=chunk) [Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](index=38&type=section&id=Item%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) There are no changes in or disagreements with accountants concerning accounting and financial disclosure - No changes in or disagreements with accountants on accounting and financial disclosure[128](index=128&type=chunk) [Item 9A. CONTROLS AND PROCEDURES](index=38&type=section&id=Item%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and internal control over financial reporting were effective as of June 30, 2022, with no material changes - Disclosure controls and procedures were **effective** as of June 30, 2022[129](index=129&type=chunk) - Internal control over financial reporting was **effective** as of June 30, 2022[129](index=129&type=chunk) - **No material changes** in internal control over financial reporting occurred during the quarter ended June 30, 2022[129](index=129&type=chunk) [Item 9B. OTHER INFORMATION](index=38&type=section&id=Item%209B.%20OTHER%20INFORMATION) No other information is reported under this item - No other information to report[129](index=129&type=chunk) [Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](index=38&type=section&id=Item%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) Disclosure regarding foreign jurisdictions that prevent inspections is not applicable - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable[129](index=129&type=chunk) PART III This section incorporates information on directors, executive compensation, security ownership, related transactions, and accountant fees by reference [Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](index=39&type=section&id=Item%2010.%20DIRECTORS,%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) Information on directors, executive officers, and corporate governance is incorporated by reference from the 2022 Proxy Statement - Information on directors, executive officers, and corporate governance is incorporated by reference from the Proxy Statement[131](index=131&type=chunk) [Item 11. EXECUTIVE COMPENSATION](index=39&type=section&id=Item%2011.%20EXECUTIVE%20COMPENSATION) Executive compensation details are incorporated by reference from the company's definitive proxy statement - Executive compensation information is incorporated by reference from the Proxy Statement[132](index=132&type=chunk) [Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](index=39&type=section&id=Item%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) Security ownership of beneficial owners and management, along with related stockholder matters, is incorporated by reference from the proxy statement - Security ownership information is incorporated by reference from the Proxy Statement[133](index=133&type=chunk) [Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](index=39&type=section&id=Item%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS,%20AND%20DIRECTOR%20INDEPENDENCE) Information on certain relationships, related transactions, and director independence is incorporated by reference from the proxy statement - Information on certain relationships, related transactions, and director independence is incorporated by reference from the Proxy Statement[134](index=134&type=chunk) [Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES](index=39&type=section&id=Item%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) Principal accountant fees and services information is incorporated by reference from the company's definitive proxy statement - Principal accountant fees and services information is incorporated by reference from the Proxy Statement[135](index=135&type=chunk) PART IV This section details exhibits and financial statement schedules included in the Form 10-K [Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES](index=40&type=section&id=Item%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists consolidated financial statements, Peak Gold, LLC financial statements, and other exhibits filed with the Form 10-K - Consolidated financial statements of Contango ORE, Inc. are on **pages 42-63**[137](index=137&type=chunk) - Financial statements of Peak Gold, LLC are included as an exhibit[137](index=137&type=chunk) - A list of exhibits filed as part of this Form 10-K is provided[138](index=138&type=chunk)

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 March 31, 2022 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 incorpo ...

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 December 31, 2021 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 inco ...

PART I – FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial information and related disclosures [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Contango ORE, Inc.'s unaudited condensed consolidated financial statements and detailed notes for Q3 2021 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This statement presents the company's financial position, including assets, liabilities, and equity, at specific dates Condensed Consolidated Balance Sheets | Metric | September 30, 2021 | June 30, 2021 | | :------------------------- | :----------------- | :------------ | | Cash | $26,757,297 | $35,220,588 | | Total Current Assets | $27,828,212 | $35,934,349 | | Property & Equipment, net | $13,633,639 | $36,531 | | Total Assets | $41,461,851 | $35,970,880 | | Total Current Liabilities | $7,241,008 | $222,105 | | Total Non-Current Liabilities | $3,265,990 | $1,200,000 | | Total Liabilities | $10,506,998 | $1,422,105 | | Total Shareholders' Equity | $30,954,853 | $34,548,775 | - Total Assets increased by **15.27%** to **$41,461,851** as of September 30, 2021, from **$35,970,880** at June 30, 2021, primarily driven by a significant increase in Property & Equipment, net[6](index=6&type=chunk) - Total Liabilities saw a substantial increase of **6388.39%** to **$10,506,998** from **$1,422,105**, mainly due to a new note payable of **$6,250,000** and a contingent consideration liability of **$1,847,063**[6](index=6&type=chunk) - Total Shareholders' Equity decreased by **10.40%** to **$30,954,853** as of September 30, 2021, from **$34,548,775** at June 30, 2021[6](index=6&type=chunk) [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This statement presents the company's financial performance, including revenues, expenses, and net income or loss Condensed Consolidated Statements of Operations | Metric | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | | :----------------------------------------- | :------------------------------ | :------------------------------ | | Claim rental expense | $(149,810) | $(20,828) | | Exploration expense | $(946,245) | $0 | | Depreciation expense | $(4,782) | $0 | | General and administrative expense | $(1,970,269) | $(3,524,992) | | Total expenses | $(3,071,106) | $(3,545,820) | | Interest income | $497 | $214 | | Interest expense | $(56,604) | $0 | | Loss from equity investment in Peak Gold, LLC | $(1,445,000) | $(247,800) | | Gain on sale of a portion of equity investment | $0 | $39,642,857 | | Total other income/(expense) | $(1,501,107) | $39,395,271 | | INCOME/(LOSS) BEFORE TAXES | $(4,572,213) | $35,849,451 | | Income tax (expense)/benefit | $0 | $(2,406,826) | | NET INCOME/(LOSS) | $(4,572,213) | $33,442,625 | | Basic and diluted EPS | $(0.68) | $5.09 | - The company reported a net loss of **$(4,572,213)** for the three months ended September 30, 2021, a significant decrease from a net income of **$33,442,625** in the same period of 2020, primarily due to the absence of a large gain on sale of equity investment seen in the prior year[8](index=8&type=chunk) - Basic and diluted loss per share was **$(0.68)** for Q3 2021, compared to earnings per share of **$5.09** for Q3 2020[8](index=8&type=chunk) - Exploration expense increased from **$0** in Q3 2020 to **$(946,245)** in Q3 2021, reflecting increased exploration activities on 100% owned properties[8](index=8&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement presents the company's cash flows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows | Metric | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | | :----------------------------------------- | :------------------------------ | :------------------------------ | | Net cash used in operating activities | $(1,552,681) | $(740,131) | | Net cash provided/(used) by investing activities | $(6,636,050) | $30,952,200 | | Net cash provided/(used) by financing activities | $(43,560) | $3,165,622 | | NET INCREASE/(DECREASE) IN CASH | $(8,232,291) | $33,377,691 | | CASH, BEGINNING OF PERIOD | $35,220,588 | $3,011,918 | | CASH AND RESTRICTED CASH, END OF PERIOD | $26,988,297 | $36,389,609 | - Net cash used in operating activities increased to **$(1,552,681)** in Q3 2021 from **$(740,131)** in Q3 2020[10](index=10&type=chunk) - Net cash from investing activities shifted from a **$30,952,200** inflow in Q3 2020 (due to the sale of Peak Gold JV interest) to a **$(6,636,050)** outflow in Q3 2021 (due to the acquisition of Alaska Gold Torrent, LLC)[10](index=10&type=chunk) - The company experienced a net decrease in cash of **$(8,232,291)** in Q3 2021, contrasting with a net increase of **$33,377,691** in Q3 2020[10](index=10&type=chunk) [Condensed Consolidated Statement of Shareholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Shareholders'%20Equity) This statement presents changes in the company's equity, including common stock, paid-in capital, and accumulated deficit Condensed Consolidated Statement of Shareholders' Equity | Metric | June 30, 2021 | September 30, 2021 | | :----------------------------------- | :------------ | :----------------- | | Common Shares Outstanding | 6,675,746 | 6,685,746 | | Common Stock Amount | $66,757 | $66,857 | | Additional Paid-In Capital | $69,509,606 | $70,487,797 | | Accumulated Deficit | $(35,027,588) | $(39,599,801) | | Total Shareholders' Equity | $34,548,775 | $30,954,853 | - Total Shareholders' Equity decreased by **$3,593,922** to **$30,954,853** at September 30, 2021, primarily due to a net loss of **$(4,572,213)** for the period[12](index=12&type=chunk) - Stock-based compensation increased additional paid-in capital by **$1,021,851** for the three months ended September 30, 2021[12](index=12&type=chunk) [Notes to the Unaudited Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations and additional information for the condensed consolidated financial statements - The notes provide detailed explanations for the financial statements, covering the company's organization, significant accounting policies, and specific transactions[14](index=14&type=chunk) - Key areas include the investment in Peak Gold JV, acquisition of Lucky Shot Property, related party transactions, stock-based compensation, and commitments and contingencies[14](index=14&type=chunk) [1. Organization and Business](index=7&type=section&id=1.%20Organization%20and%20Business) This note describes the company's primary business activities and organizational structure, focusing on Alaskan gold exploration - Contango ORE, Inc. (CORE) engages in gold ore and associated minerals exploration in Alaska through a **30.0%** interest in Peak Gold, LLC (Manh Choh Project), wholly-owned Alaska Gold Torrent, LLC (Lucky Shot Property), and wholly-owned Contango Minerals Alaska, LLC (various State of Alaska mining claims)[15](index=15&type=chunk) - The Peak Gold JV approved an **$18.3 million** budget for calendar

Table of Contents 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2021 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 000-54136 CONTANGO ORE, INC. (Exact name of registrant as specified in its charter) Delaware 27-3431051 (State or other jurisdiction ...

Exploration and Development Activities - The Company has a 30.0% membership interest in Peak Gold, LLC, which leases approximately 675,000 acres from the Tetlin Tribal Council for exploration and development[47] - The Company plans to conduct a $3.0 million exploration program on its 100%-owned Triple Z prospect in late 2021, focusing on areas adjacent to known resources[51] - The Company staked a new property called Shamrock, covering approximately 52,920 acres, enhancing its land position in the Richardson Mining District[51] - The Company is focused on exploration activities primarily in the Manh Choh Joint Venture Property, with significant resources directed towards understanding mineralization characteristics[52] - The Company plans to continue exploration efforts on earlier stage projects located north of the Manh Choh project area[51] - The Joint Venture Company plans to mine ore from the Peak and North Peak deposits and process it at the Fort Knox mining complex, which is expected to reduce upfront capital costs and development timelines[48] - The Joint Venture Company holds approximately 894,840 acres of mining claims, including 675,000 acres under lease for gold and associated minerals exploration[56] - The exploration budget for 2021 is set at $18.0 million, with the Company's share approximately $5.4 million, focusing on in-fill drilling and feasibility studies[56] - The Triple Z Prospect covers an area of 14,810 acres and has identified a large-scale copper-gold-silver-molybdenum anomaly, with drilling planned once a land transfer is completed[59] - The Eagle claim block spans 64,900 acres and has shown widespread copper and arsenic anomalies, with further exploration planned for 2021 to identify drill targets[59] - The Hona Prospect has identified three target areas and completed 1,301 meters of drilling in 2019, with additional exploration planned[59] - The Chief Danny Prospect Area is the most advanced exploration target on the Manh Choh Joint Venture Property, with extensive drilling and sampling conducted since 2009[63] - A total of 50,674 core samples and 3,194 rock samples have been collected at the Chief Danny Prospect, with significant exploration work conducted over the years[63] - The Shamrock prospect includes 368 Alaska State mining claims covering approximately 52,920 acres, with plans to explore three types of gold deposits[61] - The Richardson District has produced over 100,000 ounces of gold since the early 1900s, indicating a historically productive mining area[61] Financial Information - The Company received $32.4 million in cash and 809,744 shares of common stock from KG Mining as part of the CORE Transactions, which closed on September 30, 2020[48] - As of March 31, 2021, the Company had approximately $26.2 million in cash and plans to fund a total budget of $18.0 million for 2021 for various exploration and development activities[51] - The Company funded approximately $4.1 million for exploration in 2019, completing the program below budget[56] - The Management Committee approved a budget of approximately $5.7 million for the last quarter of 2020, but only $3.0 million was spent due to delays[56] - As of March 31, 2021, the Company had funded approximately $2.5 million to the Joint Venture Company in 2021[56] - The Company retains a 1.0% net smelter returns royalty interest on certain Alaska state mining claims[53] - The Company recorded a zero investment in the Joint Venture Company as of March 31, 2021, due to cumulative losses exceeding the historical cost of contributed assets[79] - The Company has not generated any revenue from mineral sales or operations to date[80] - The Joint Venture Company is expected to generate revenue from mineral sales in the future, but no revenue is anticipated in the foreseeable future[80] - The Company will need to raise capital to fund future exploration and working capital requirements[80] - General and administrative expenses for the three months ended March 31, 2021, were $2.1 million, up from $1.3 million in the same period in 2020, primarily due to increased payroll and stock-based compensation[81] - The loss from equity investment in the Joint Venture Company for the three months ended March 31, 2021, was $2.49 million, compared to $600,000 for the same period in 2020, reflecting increased investment in the joint venture[81] - The company recognized an income tax benefit of $0.2 million for the three months ended March 31, 2021, compared to $0 for the same period in 2020, forecasting taxable income due to gains from the CORE Transactions[81] - For the nine months ended March 31, 2021, general and administrative expenses totaled $8.3 million, significantly higher than $3.5 million for the same period in 2020, driven by legal fees and payroll[82] - The loss from equity investment in the Joint Venture Company for the nine months ended March 31, 2021, was $3.86 million, compared to $3.3 million for the same period in 2020[82] - The company recorded a gain on the sale of a portion of the investment in the Joint Venture Company amounting to $39.6 million, with cash proceeds of $32.4 million and 809,744 shares of Common Stock received[82] - The company completed a private placement in September 2020, raising approximately $3.3 million in gross proceeds from the sale of 247,172 shares of Common Stock[83] - The company has limited financial resources and may need to raise additional capital through equity issuances to fund future exploration and operational costs[83] - As of March 31, 2021, the company's Common Stock was thinly traded, with an average trading volume of 452 shares per day, making market price fluctuations more pronounced[86] Joint Venture and Partnerships - The Joint Venture Company has incurred $53.4 million in exploration program expenditures since inception, with the Company contributing approximately $14.3 million in cash as of March 31, 2021[58] - The Joint Venture Company has the option to purchase approximately 13,000 acres of Alaska state mining claims at an exercise price of $50,000[53] - The Tetlin Tribal Council approved the renaming of the Peak Gold Joint Venture Project to the Manh Choh Project, reflecting local cultural significance[48] - The Tetlin Lease has a ten-year term extended to July 15, 2028, with a production royalty ranging from 2.25% to 4.25% after previous reductions[53] - The Joint Venture Company will pay the Tetlin Tribal Council a production royalty ranging from 2.25% to 4.25% after a $450,000 payment to reduce the royalty[77] - The Joint Venture Company spent $2.8 million on drilling, environmental and permitting work, and engineering studies during the quarter ended March 31, 2021[71] - The Joint Venture Company is expected to generate revenue from mineral sales in the future, but no revenue is anticipated in the foreseeable future[80]

PART I – FINANCIAL INFORMATION This section presents Contango ORE, Inc.'s unaudited condensed consolidated financial statements, detailing its financial position and performance [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Contango ORE, Inc.'s unaudited condensed consolidated financial statements, detailing its financial position and performance [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) | ASSETS / LIABILITIES AND SHAREHOLDERS' EQUITY | December 31, 2020 (Unaudited) | June 30, 2020 | | :-------------------------------------------- | :---------------------------- | :------------ | | **CURRENT ASSETS:** | | | | Cash | $31,939,882 | $3,011,918 | | Prepaid expenses and other | 412,761 | 72,244 | | Total current assets | 32,352,643 | 3,084,162 | | **TOTAL ASSETS** | **$32,352,643** | **$3,084,162**| | **CURRENT LIABILITIES:** | | | | Accounts payable | $23,667 | $83,158 | | Accrued liabilities | 445,881 | 1,006,237 | | Income tax payable | 1,834,925 | — | | Total current liabilities | 2,304,473 | 1,089,395 | | **NON-CURRENT LIABILITIES:** | | | | Advance royalty reimbursement | 1,200,000 | — | | Total non-current liabilities | 1,200,000 | — | | **TOTAL LIABILITIES** | **3,504,473** | **1,089,395** | | **SHAREHOLDERS' EQUITY:** | | | | Common Stock | 62,005 | 65,901 | | Additional paid-in capital | 57,454,296 | 61,302,249 | | Treasury stock at cost | — | (476,672) | | Accumulated deficit | (28,668,131) | (58,896,711) |\ | **TOTAL SHAREHOLDERS' EQUITY** | **28,848,170** | **1,994,767** | | **TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY**| **$32,352,643** | **$3,084,162**| - Total assets increased significantly from **$3.08 million** at June 30, 2020, to **$32.35 million** at December 31, 2020, primarily driven by a substantial increase in cash from **$3.01 million** to **$31.94 million**[6](index=6&type=chunk) - Total shareholders' equity rose from **$1.99 million** to **$28.85 million**, largely due to a reduction in accumulated deficit from **$(58.90) million** to **$(28.67) million**[6](index=6&type=chunk) [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) | EXPENSES / OTHER INCOME/(EXPENSE) | Three Months Ended Dec 31, 2020 | Three Months Ended Dec 31, 2019 | Six Months Ended Dec 31, 2020 | Six Months Ended Dec 31, 2019 | | :-------------------------------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Exploration expense | $(60,609) | $— | $(81,437) | $— | | General and administrative expense| (2,602,590) | (1,150,944) | (6,127,582) | (2,141,935) | | Total expenses | (2,663,199) | (1,150,944) | (6,209,019) | (2,141,935) | | Interest income | 705 | 22,412 | 919 | 62,069 | | Loss from equity investment in Peak Gold, LLC | (1,123,452) | (1,800,000) | (1,371,252) | (2,700,000) | | Gain on sale of a portion of the equity investment in Peak Gold, LLC | — | — | 39,642,857 | — | | Total other income/(expense) | (1,122,747) | (1,777,588) | 38,272,524 | (2,637,931) | | INCOME/(LOSS) BEFORE TAXES | (3,785,946) | (2,928,532) | 32,063,505 | (4,779,866) | | Income tax (expense)/benefit | 571,901 | — | (1,834,925) | — | | NET INCOME/(LOSS) | **$(3,214,045)** | **$(2,928,532)** | **$30,228,580** | **$(4,779,866)** | | NET INCOME/(LOSS) PER SHARE Basic and diluted | $(0.53) | $(0.45) | $4.79 | $(0.75) | - For the six months ended December 31, 2020, the company reported a net income of **$30.23 million**, a significant improvement from a net loss of **$4.78 million** in the prior year, primarily driven by a **$39.64 million** gain on the sale of a portion of its equity investment in Peak Gold, LLC[8](index=8&type=chunk) - General and administrative expenses increased substantially for both the three-month and six-month periods ended December 31, 2020, due to increased payroll-related fees and non-recurring legal and transaction fees associated with the Kinross Transactions[8](index=8&type=chunk)[81](index=81&type=chunk)[83](index=83&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | CASH FLOWS FROM ACTIVITIES | Six Months Ended Dec 31, 2020 | Six Months Ended Dec 31, 2019 | | :------------------------- | :---------------------------- | :---------------------------- | | Net income/(loss) | $30,228,580 | $(4,779,866) | | Stock-based compensation | 1,902,058 | 1,623,323 | | Loss from equity investment in Peak Gold, LLC | 1,371,252 | 2,700,000 | | Gain on sale of a portion of the equity investment in Peak Gold, LLC | (39,642,857) | — | | Net cash used in operating activities | (4,066,406) | (545,817) | | Cash invested in Peak Gold, LLC | (1,371,252) | (2,700,000) | | Cash proceeds from the sale of a portion of the equity investment in Peak Gold, LLC | 31,200,000 | — | | Net cash provided/(used) by investing activities | 29,828,748 | (2,700,000) | | Cash proceeds from capital raise, net | 3,165,622 | — | | Net cash provided by financing activities | 3,165,622 | — | | NET INCREASE/(DECREASE) IN CASH | 28,927,964 | (3,245,817) | | CASH, BEGINNING OF PERIOD | 3,011,918 | 8,600,658 | | CASH, END OF PERIOD | **$31,939,882** | **$5,354,841** | - Net cash provided by investing activities dramatically increased to **$29.83 million** for the six months ended December 31, 2020, from a use of **$2.70 million** in the prior year, primarily due to **$31.20 million** in cash proceeds from the sale of a portion of the equity investment in Peak Gold, LLC[10](index=10&type=chunk) - The company experienced a net increase in cash of **$28.93 million** for the six months ended December 31, 2020, compared to a decrease of **$3.25 million** in the prior year, resulting in an ending cash balance of **$31.94 million**[10](index=10&type=chunk) [Condensed Consolidated Statement of Shareholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Shareholders%27%20Equity) | SHAREHOLDERS' EQUITY | Balance at June 30, 2020 | Stock-based compensation | Issuance of common stock | Cost of common stock issuance | Shares received from partial sale of investment in Peak Gold, LLC and retired | Net income for the period | Balance at September 30, 2020 | | :------------------- | :----------------------- | :----------------------- | :----------------------- | :---------------------------- | :---------------------------------------------------------------------------- | :------------------------ | :---------------------------- | | Common Shares | 6,590,113 | — | 214,298 | — | (809,744) | — | 5,994,667 | | Stock Amount | $65,901 | — | $2,143 | — | $(8,097) | — | $59,947 | | Additional Paid-In Capital | $61,302,249 | $892,158 | $2,796,189 | $(109,382) | $(8,434,760) | — | $56,446,454 | | Treasury Stock | $(476,672) | — | $476,672 | — | — | — | $— | | Accumulated Deficit | $(58,896,711) | — | — | — | — | $33,442,625 | $(25,454,086) | | Total Shareholders' Equity | $1,994,767 | $892,158 | $3,275,004 | $(109,382) | $(8,442,857) | $33,442,625 | $31,052,315 | | SHAREHOLDERS' EQUITY | Stock-based compensation | Restricted stock activity | Net income for the period | Balance at December 31, 2020 | | :------------------- | :----------------------- | :------------------------ | :------------------------ | :--------------------------- | | Common Shares | — | 205,833 | — | 6,200,500 | | Stock Amount | — | $2,058 | — | $62,005 | | Additional Paid-In Capital | $1,009,900 | $(2,058) | — | $57,454,296 | | Treasury Stock | — | — | — | $— | | Accumulated Deficit | — | — | $(3,214,045) | $(28,668,131) | | Total Shareholders' Equity | $1,009,900 | — | $(3,214,045) | $28,848,170 | - Total shareholders' equity increased significantly from **$1.99 million** at June 30, 2020, to **$28.85 million** at December 31, 2020, primarily due to net income for the period and stock-based compensation, partially offset by the retirement of shares from the partial sale of the Peak Gold investment[12](index=12&type=chunk) - The company issued 214,298 shares of common stock, generating **$3.28 million**, and retired 809,744 shares received from the partial sale of the Peak Gold, LLC investment, reducing common shares outstanding[12](index=12&type=chunk) [Item 2. Notes to the Unaudited Condensed Consolidated Financial Statements Management's Discussion and Analysis of Financial Condition and Results of Operations](index=7&type=section&id=Item%202.%20Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section details financial statement notes and management's discussion and analysis of financial condition, operations, and liquidity [Notes to Unaudited Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [1. Organization and Business](index=7&type=section&id=1.%20Organization%20and%20Business) - Contango ORE, Inc. (CORE) is an exploration-stage company focused on gold, silver, and copper ores in Alaska[15](index=15&type=chunk) - CORE holds a **30.0%** membership interest in Peak Gold, LLC (Joint Venture Company), which leases approximately 675,000 acres from the Tetlin Tribal Council[15](index=15&type=chunk) - CORE Alaska, LLC, a wholly-owned subsidiary, sold a **30.0%** membership interest in the Joint Venture Company to KG Mining (an indirect wholly-owned subsidiary of Kinross Gold Corporation) for **$32.4 million** cash and 809,744 shares of CORE's common stock, which were subsequently canceled[16](index=16&type=chunk) - After the Kinross Transactions, CORE Alaska retained a **30.0%** interest, and KG Mining obtained a **70.0%** interest in the Joint Venture Company, with KG Mining becoming the manager and operator[17](index=17&type=chunk) - The Joint Venture Company plans to mine ore from Peak and North Peak deposits and process it at Kinross's Fort Knox mining and milling complex, which is expected to accelerate development and reduce upfront capital costs[18](index=18&type=chunk) - The Management Committee approved an **$18.0 million** budget for calendar year 2021 for in-fill drilling, engineering, environmental studies, and permitting, with CORE's share being approximately **$5.4 million**[18](index=18&type=chunk) [2. Basis of Presentation](index=9&type=section&id=2.%20Basis%20of%20Presentation) - The unaudited condensed consolidated financial statements conform to US GAAP for interim financial information and SEC rules, omitting some annual disclosure requirements[19](index=19&type=chunk) - Management's opinion is that all necessary adjustments for fair presentation have been included and are of a normal recurring nature[19](index=19&type=chunk) [3. Summary of Significant Accounting Policies](index=9&type=section&id=3.%20Summary%20of%20Significant%20Accounting%20Policies) - Key accounting policies include management estimates, fair value method for stock-based compensation, liability method for income taxes, and equity method for the investment in the Joint Venture Company[21](index=21&type=chunk) - The investment in the Joint Venture Company is recorded at historical cost, but due to cumulative losses exceeding this cost, the investment balance is zero as of December 31, 2020, and June 30, 2020[21](index=21&type=chunk) - The valuation of shares received from the sale of a portion of the Joint Venture Company interest was classified as a Level 3 fair value measurement due to significant unobservable data[21](index=21&type=chunk) - The company adopted ASU 2016-02 (Leases) in July 2019 with no material impact and does not anticipate a material impact from ASU 2020-01 (Investments—Equity Securities) effective after December 15, 2020[21](index=21&type=chunk) [4. Investment in the Joint Venture Company](index=10&type=section&id=4.%20Investment%20in%20the%20Joint%20Venture%20Company) - The Company's investment in Peak Gold, LLC (Joint Venture Company) was initially recorded at **$1.43 million** and has accumulated contributions of approximately **$13.2 million** as of December 31, 2020[24](index=24&type=chunk) - Due to cumulative losses exceeding the historical cost, the investment balance in the Joint Venture Company is zero as of December 31, 2020, and June 30, 2020[25](index=25&type=chunk) - The Company's share of the Joint Venture Company's net loss was approximately **$0.9 million** for the three months ended December 31, 2020, and **$1.3 million** for the six months ended December 31, 2020[25](index=25&type=chunk) - Suspended losses for the period from inception to December 31, 2020, total approximately **$21.8 million**, which will be recognized against future earnings from the investment[25](index=25&type=chunk) [5. Prepaid Expenses and other](index=11&type=section&id=5.%20Prepaid%20Expenses%20and%20other) | Prepaid Expenses and Other | December 31, 2020 | June 30, 2020 | | :------------------------- | :---------------- | :------------ | | Total | $412,761 | $72,244 | - Prepaid expenses increased significantly from **$72,244** at June 30, 2020, to **$412,761** at December 31, 2020, primarily related to prepaid insurance, annual claim rentals, and management fees[26](index=26&type=chunk) [6. Net Income/(Loss) Per Share](index=11&type=section&id=6.%20Net%20Income%2F%28Loss%29%20Per%20Share) | Metric | Three Months Ended Dec 31, 2020 | Three Months Ended Dec 31, 2019 | Six Months Ended Dec 31, 2020 | Six Months Ended Dec 31, 2019 | | :----- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Net income/(loss) attributable to common stock | $(3,214,045) | $(2,928,532) | $30,228,580 | $(4,779,866) | | Weighted Average Shares Outstanding (Basic and Diluted) | 6,042,150 | 6,439,273 | 6,309,482 | 6,398,193 | | Net Income/(Loss) Per Share (Basic and Diluted) | $(0.53) | $(0.45) | $4.79 | $(0.75) | - For the six months ended December 31, 2020, basic and diluted net income per share was **$4.79**, a substantial increase from a loss of **$(0.75)** per share in the prior year[27](index=27&type=chunk) - Options to purchase **100,000** shares were outstanding but not included in diluted EPS calculations for the quarter ended December 31, 2020, due to being anti-dilutive[27](index=27&type=chunk) [7. Shareholders' Equity](index=12&type=section&id=7.%20Shareholders%27%20Equity) - Stockholders approved an increase in authorized common stock from **30,000,000** to **45,000,000** shares on December 11, 2020[28](index=28&type=chunk) - As of December 31, 2020, the company had **6,200,500** shares of Common Stock outstanding, including **740,499** shares of unvested restricted stock[28](index=28&type=chunk) - A private placement on September 23, 2020, issued **247,172** shares of Common Stock at **$13.25** per share, generating approximately **$3.2 million** in net proceeds for working capital and funding the Joint Venture Company[28](index=28&type=chunk) - The company adopted a limited duration stockholder rights agreement (Rights Agreement) on September 23, 2020, replacing a prior plan, with a one-year duration expiring September 22, 2021[29](index=29&type=chunk) [8. Sales Transaction with KG Mining](index=13&type=section&id=8.%20Sales%20Transaction%20with%20KG%20Mining) - On September 29, 2020, CORE Alaska sold a **30.0%** membership interest in the Joint Venture Company to KG Mining for **$32.4 million** in cash and 809,744 shares of CORE Common Stock (subsequently canceled)[31](index=31&type=chunk) - The company recognized a gain on sale of **$39.6 million** from this transaction, valuing the stock consideration based on the implied fair value of the CORE Transactions[31](index=31&type=chunk) - KG Mining now holds a **70.0%** membership interest and serves as the manager and operator of the Joint Venture Company, with CORE Alaska retaining **30.0%**[31](index=31&type=chunk) - A **$1.2 million** cash prepayment from KG Mining for silver royalty reimbursements was recorded as a non-current liability, refundable under certain conditions[31](index=31&type=chunk) - The Joint Venture Company formed Contango Minerals and contributed approximately **167,000** acres of Alaska State mining claims to it, which were then assigned to CORE Alaska and distributed to the Company, making Contango Minerals a wholly-owned subsidiary[31](index=31&type=chunk) [9. Related Party Transactions](index=14&type=section&id=9.%20Related%20Party%20Transactions) - The company entered into a Second Amended and Restated Management Services Agreement with Juneau Exploration, L.P. (JEX), managed by Executive Chairman Brad Juneau, for office space and services at a monthly fee of **$10,000**[34](index=34&type=chunk) - President and CEO Rick Van Nieuwenhuyse purchased **75,472** shares of Common Stock for **$1.0 million** in the 2020 Private Placement, increasing his ownership to **2.2%**[34](index=34&type=chunk) - Contango Minerals granted Royal Gold an additional **1%** net smelter returns royalty on certain Alaska State mining claims, increasing the total royalty to **3.0%**[34](index=34&type=chunk) - The Joint Venture Company granted Royal Gold a new **28.0%** net smelter returns royalty on all silver produced from a defined area within the Tetlin Lease[35](index=35&type=chunk) [10. Stock-Based Compensation](index=15&type=section&id=10.%20Stock-Based%20Compensation) - The Board adopted the Second Amendment to the Equity Plan, increasing the maximum aggregate number of shares for individual award grants to **300,000** shares per calendar year[37](index=37&type=chunk) | Metric | Three Months Ended Dec 31, 2020 | Six Months Ended Dec 31, 2020 | Three Months Ended Dec 31, 2019 | Six Months Ended Dec 31, 2019 | | :----- | :------------------------------ | :---------------------------- | :------------------------------ | :---------------------------- | | Stock-based compensation expense | $1,009,900 | $1,902,058 | $882,881 | $1,623,323 | - As of December 31, 2020, there were **740,499** shares of unvested restricted Common Stock and **100,000** options to purchase Common Stock outstanding[37](index=37&type=chunk) - Total unrecognized compensation cost for unvested awards was **$5,240,642**, and for nonvested options was **$377,589**, as of December 31, 2020[37](index=37&type=chunk)[38](index=38&type=chunk) [11. Commitments and Contingencies](index=16&type=section&id=11.%20Commitments%20and%20Contingencies) - The Tetlin Lease term was extended to **July 15, 2028**, with exploration expenditure requirements satisfied through 2028[39](index=39&type=chunk) - The Tetlin Tribal Council exercised an option on December 30, 2020, to increase its production royalty by **0.75%** for **$450,000**, which will be credited against future royalty payments[39](index=39&type=chunk) - The Joint Venture Company must pay an advance minimum royalty of approximately **$75,000** per year to the Tetlin Tribal Council until production royalties begin[39](index=39&type=chunk) - Retention Agreements with executives provide for aggregate payments of **$1,500,000** upon a change of control occurring before **August 6, 2025**[40](index=40&type=chunk) - Rick Van Nieuwenhuyse's Short Term Incentive Plan (STIP) provides for payouts up to **200%** of his annual base salary, payable in cash and/or restricted stock, based on performance goals[40](index=40&type=chunk) [12. Income Taxes](index=17&type=section&id=12.%20Income%20Taxes) | Income Tax Metric | Three Months Ended Dec 31, 2020 | Six Months Ended Dec 31, 2020 | Three Months Ended Dec 31, 2019 | Six Months Ended Dec 31, 2019 | | :---------------- | :------------------------------ | :---------------------------- | :------------------------------ | :---------------------------- | | Income tax (expense)/benefit | $571,901 | $(1,834,925) | $— | $— | | Effective tax rate | N/A | 5.71% | N/A | 0% | - The company recognized a **$0.6 million** income tax benefit for the three months ended December 31, 2020, and a **$1.8 million** income tax expense for the six months ended December 31, 2020[41](index=41&type=chunk) - A full valuation allowance is maintained on deferred tax assets due to a history of net operating losses and the non-recurring nature of the gain on the sale of the CORE JV Interest[41](index=41&type=chunk) - The effective tax rate for the six months ended December 31, 2020, was **5.71%**, compared to **0%** in the prior year[41](index=41&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) [Overview](index=20&type=section&id=Overview) - The Company explores for gold and associated minerals in Alaska through a **30.0%** interest in Peak Gold, LLC (Joint Venture Company) and its wholly-owned subsidiary, Contango Minerals Alaska, LLC, which leases **167,000** acres[46](index=46&type=chunk) - CORE Alaska sold a **30.0%** membership interest in the Joint Venture Company to KG Mining for **$32.4 million** cash and 809,744 shares of CORE common stock, resulting in KG Mining holding a **70.0%** interest and CORE retaining **30.0%**[46](index=46&type=chunk) - The Joint Venture Company plans to process ore from Peak and North Peak deposits at Kinross's Fort Knox mill, aiming to accelerate development and reduce costs[47](index=47&type=chunk) [Background](index=20&type=section&id=Background) - The Joint Venture Company was formed in January 2015 with Royal Gold, which contributed **$37.1 million** by September 2020 for exploration[48](index=48&type=chunk) - The Kinross Transactions, which closed on September 30, 2020, involved KG Mining acquiring Royal Gold's **40.0%** interest and CORE's **30.0%** interest, making KG Mining the **70.0%** owner and manager[49](index=49&type=chunk) - As of December 31, 2020, the Company had **$31.9 million** in cash and had funded **$2.4 million** to the Joint Venture Company for its 2020 budget[49](index=49&type=chunk) - The Management Committee approved an **$18.0 million** budget for 2021, with CORE's share being **$5.4 million**, for drilling, studies, and permitting[49](index=49&type=chunk) [Properties](index=21&type=section&id=Properties) - The Company's primary focus since 2009 has been exploration of the Tetlin Lease (**675,000** acres) for minerals near Tok, Alaska[50](index=50&type=chunk) - The Tetlin Lease was extended to July 15, 2028, and requires production royalties ranging from **2.25% to 4.25%** once commercial production begins[51](index=51&type=chunk) - Through the Separation Agreement, Contango Minerals (wholly-owned subsidiary) now controls approximately **167,000** acres of Alaska State mining claims, subject to an Option Agreement with the Joint Venture Company[51](index=51&type=chunk) | Property | Location | Commodities | Claims | Estimated Acres | Type | | :----------------- | :-------------- | :------------------- | :----- | :-------------- | :------------------ | | **Contango Minerals:** | | | | | | | Tetlin-Tok | Eastern Interior| Gold, Copper, Silver | 129 | 10,430 | State Mining Claims | | Eagle | Eastern Interior| Gold, Copper, Silver | 426 | 67,350 | State Mining Claims | | Triple Z Noah | Eastern Interior| Gold, Copper, Silver | 95 | 14,810 | State Mining Claims | | | Eastern Interior| Gold, Copper, Silver | 482 | 74,330 | State Mining Claims | | **Joint Venture Company:** | | | | | | | Tetlin-Village | Eastern Interior| Gold, Copper, Silver | - | 675,000 | Lease | | **TOTALS:** | | | 1,132 | 841,920 | | [Strategy](index=23&type=section&id=Strategy) - The company's strategy includes retaining proven executive leadership, partnering with strategic industry participants for exploration, and structuring incentives to align executive and director interests with stockholders through equity ownership[53](index=53&type=chunk) - Rick Van Nieuwenhuyse was appointed President and CEO on January 6, 2020, bringing extensive mining industry experience[53](index=53&type=chunk) - KG Mining became the manager of the Joint Venture Company on October 1, 2020, with a Management Committee (one appointee from CORE, two from KG Mining) determining overall policies[53](index=53&type=chunk) - As of December 31, 2020, directors and executives beneficially owned approximately **25.1%** of the Company's Common Stock[53](index=53&type=chunk) [Exploration and Mining Property](index=24&type=section&id=Exploration%20and%20Mining%20Property) - The Company controls **167,000** acres of State of Alaska mining claims and the Joint Venture Company leases **675,000** acres of the Tetlin Lease for gold and associated minerals exploration[55](index=55&type=chunk) - The Joint Venture Company spent approximately **$3.0 million** on drilling, metallurgical testing, environmental, and engineering work during the quarter ended December 31, 2020[69](index=69&type=chunk) - The 2021 budget for the Joint Venture Company is **$18.0 million**, focusing on in-fill drilling, engineering, environmental studies, and permitting for the Peak and North Peak deposits[55](index=55&type=chunk)[67](index=67&type=chunk) - From inception to December 31, 2020, the Joint Venture Company incurred **$50.6 million** in exploration program expenditures[57](index=57&type=chunk) [100% Owned State of Alaska Mining Claims](index=25&type=section&id=100%25%20Owned%20State%20of%20Alaska%20Mining%20Claims) - The Triple Z Prospect, covering **14,810** acres, shows promise for porphyry copper-gold-silver-molybdenum mineralization, with drilling planned for **late 2021** pending a land transfer[58](index=58&type=chunk) - The Hona Prospect, located northwest of the Main Peak deposit, has identified three target areas (Hona 1, 2, and 3) with anomalous gold and copper values from reconnaissance and drilling programs[58](index=58&type=chunk) | DrillHole | Zone | From (meters) | To (meters) | Interval (meters) | Au_gpt | Ag_gpt | Cu % | | :--------- | :----- | :------------ | :---------- | :---------------- | :----- | :----- | :---- | | HN19001 | Hona 2 | 32.00 | 35.05 | 3.05 | 1.01 | 1.4 | 0.027 | | HN19001 | Hona 2 | 436.17 | 440.89 | 4.72 | 0.80 | - | 0.025 | | HN19002 | Hona 2 | 612.65 | 629.67 | 17.02 | 0.41 | 5.4 | 0.333 | [Consulting Services provided by Avalon Development Corporation](index=30&type=section&id=Consulting%20Services%20provided%20by%20Avalon%20Development%20Corporation) - Avalon Development Corporation previously provided geological consulting and exploration services to the Company and Joint Venture Company until its owner retired in February 2020[72](index=72&type=chunk) - The Joint Venture Company has retained key administrative, geology, and database management personnel from Avalon on a contract basis[72](index=72&type=chunk) - The Company's President and CEO, Rick Van Nieuwenhuyse, and former Avalon personnel are now assisting the Joint Venture Company[72](index=72&type=chunk) [Services Provided by Tetlin Village Members](index=30&type=section&id=Services%20Provided%20by%20Tetlin%20Village%20Members) - The Company has a long-standing practice of employing Tetlin Tribal members and their families in Joint Venture Company exploration programs, typically **10 to 15** residents seasonally[73](index=73&type=chunk) - These roles include reconnaissance sampling, drill core processing, drill pad construction, expediting, food services, database management, transportation, maintenance, reclamation, and project management[73](index=73&type=chunk) [Community Affairs](index=30&type=section&id=Community%20Affairs) - The Joint Venture Company has a Community Support Agreement with the Tetlin Village, providing **$100,000** annually through **January 1, 2022**, for agreed uses and auditing rights[74](index=74&type=chunk) - The Joint Venture Company also supports the Tetlin Village in maintaining the village access road[74](index=74&type=chunk) [Adverse Climate Conditions](index=30&type=section&id=Adverse%20Climate%20Conditions) - Weather conditions in Alaska affect the Joint Venture Company's ability to conduct exploration and mining activities[75](index=75&type=chunk) - While year-round operations are believed possible, the arctic climate limits many activities during certain seasons[75](index=75&type=chunk) [Competition](index=31&type=section&id=Competition) - The Company faces strong competition for new exploration-stage properties and mineral extraction in Alaska from larger mining companies with significantly greater financial resources and technical expertise[76](index=76&type=chunk) - Competition also exists in securing financing for mineral properties and obtaining services from third-party providers[76](index=76&type=chunk) [Off-Balance Sheet Arrangements](index=31&type=section&id=Off-Balance%20Sheet%20Arrangements) - The Company has no off-balance sheet arrangements[77](index=77&type=chunk) [Contractual Obligations](index=31&type=section&id=Contractual%20Obligations) - The Tetlin Lease requires production royalties (**2.25% to 4.25%**) and an advance minimum royalty of approximately **$75,000** per year to the Tetlin Tribal Council[77](index=77&type=chunk) - The Joint Venture Company is obligated to pay Royal Gold a **3.0%** overriding royalty on Tetlin Lease minerals and a **28.0%** net smelter returns silver royalty on silver from a defined area[77](index=77&type=chunk) - The Company pays claim rentals on State of Alaska mining claims, totaling **$294,435** for the 2020–2021 assessment year[77](index=77&type=chunk) - Retention Agreements with executives entail payments of **$1,500,000** in aggregate upon a change of control before August 6, 2025[77](index=77&type=chunk) - A **$1.2 million** reimbursement prepayment from Kinross for silver royalty payments is a refundable non-current liability if the Joint Venture Company terminates or CORE's interest falls below **5%**[77](index=77&type=chunk) [Application of Critical Accounting Policies and Management's Estimates](index=31&type=section&id=Application%20of%20Critical%20Accounting%20Policies%20and%20Management%27s%20Estimates) - Critical accounting policies include stock-based compensation (fair value method, requiring assumptions like volatility and turnover) and investment in the Joint Venture Company (equity method)[78](index=78&type=chunk)[79](index=79&type=chunk) - The investment in the Joint Venture Company is accounted for under the equity method, with the balance at zero due to cumulative losses exceeding historical cost[79](index=79&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) - Neither the Company nor the Joint Venture Company has commenced mining or generated revenue from mineral sales; future profitability depends on commercially recoverable minerals and capital raising[80](index=80&type=chunk) [Three Months Ended December 31, 2020 Compared to Three Months Ended December 31, 2019](index=32&type=section&id=Three%20Months%20Ended%20December%2031%2C%202020%20Compared%20to%20Three%20Months%20Ended%20December%2031%2C%202019) | Expense Category | Three Months Ended Dec 31, 2020 | Three Months Ended Dec 31, 2019 | Change (YoY) | | :--------------- | :------------------------------ | :------------------------------ | :----------- | | General and Administrative Expense | $2,602,591 | $1,150,944 | +126.1% | | Loss from Equity Investment in the Joint Venture Company | $1,123,452 | $1,800,000 | -37.6% | - General and administrative expense increased by **126.1%** due to increased payroll-related fees (new employees, direct compensation for executives, bonuses) and stock-based compensation[81](index=81&type=chunk) - Loss from equity investment in the Joint Venture Company decreased by **37.6%**, reflecting lower investment funding during the period[81](index=81&type=chunk) [Six Months Ended December 31, 2020 Compared to Six Months Ended December 31, 2019](index=33&type=section&id=Six%20Months%20Ended%20December%2031%2C%202020%20Compared%20to%20Six%20Months%20Ended%20December%2031%2C%202019) | Expense Category | Six Months Ended Dec 31, 2020 | Six Months Ended Dec 31, 2019 | Change (YoY) | | :--------------- | :---------------------------- | :---------------------------- | :----------- | | General and Administrative Expense | $6,127,582 | $2,141,935 | +186.1% | | Loss from Equity Investment in the Joint Venture Company | $1,371,252 | $2,700,000 | -49.2% | | Gain on Sale of a Portion of the Investment in the Joint Venture Company | $39,642,857 | $— | N/A | - General and administrative expense increased by **186.1%** due to approximately **$2.9 million** in non-recurring legal and transaction fees related to the CORE Transactions, as well as increased payroll and bonuses[83](index=83&type=chunk) - The company recognized a significant gain of **$39.6 million** on the sale of a portion of its investment in the Joint Venture Company[83](index=83&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) - As of December 31, 2020, the Company had approximately **$31.9 million** in cash, which is believed to be sufficient to meet working capital requirements for the next twelve months, primarily due to **$32.4 million** received from the Kinross Transaction and a September 2020 capital raise[84](index=84&type=chunk) - Future cash needs will primarily be for capital calls from the Joint Venture Company (CORE's share of the 2021 budget is **$5.4 million**) and general and administrative expenses[84](index=84&type=chunk) - The Company may elect not to fund its portion of approved Joint Venture Company budgets, which would result in dilution of its membership interest[84](index=84&type=chunk) - The Company anticipates raising additional capital through equity issuances in the next six months to fund its share of future Joint Venture Company exploration and operating costs[84](index=84&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a "smaller reporting company," Contango ORE, Inc. is not required to provide quantitative and qualitative disclosures about market risk in this report - The Company is exempt from providing quantitative and qualitative disclosures about market risk due to its status as a "smaller reporting company"[89](index=89&type=chunk) [Item 4. Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the principal executive and financial officers, concluded that the company's disclosure controls and procedures were effective as of December 31, 2020. There have been no material changes in internal control over financial reporting during the last fiscal quarter - Disclosure controls and procedures were evaluated and deemed effective at the reasonable assurance level as of December 31, 2020[90](index=90&type=chunk) - No material changes in internal control over financial reporting occurred during the last fiscal quarter[90](index=90&type=chunk) PART II – OTHER INFORMATION This section provides other information, including legal proceedings, risk factors, equity sales, mine safety, and exhibits [Item 1. Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The Company is not currently a party to any material legal proceedings, nor is it aware of any contemplated proceedings that could have a material adverse effect on its financial condition, cash flows, or results of operations - The Company is not a party to any material legal or administrative proceedings[91](index=91&type=chunk) - No material proceedings are contemplated against the Company that could reasonably be expected to have a material adverse effect[91](index=91&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the Company refers to its Annual Report on Form 10-K and prior 10-Q for risk factors, with updates in MD&A - The Company is exempt from providing a detailed risk factors section as a "smaller reporting company"[91](index=91&type=chunk) - Reference is made to the Annual Report on Form 10-K and prior Quarterly Report on Form 10-Q for comprehensive risk factors, with updates provided in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations"[91](index=91&type=chunk) - Updated risk factors include the Company's Common Stock being thinly traded, which can lead to disproportionately large price changes from small trades, and potential increases in tax expense due to changes in tax laws in key jurisdictions, such as proposed increases to the U.S. corporate income tax rate[86](index=86&type=chunk)[87](index=87&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The Company reports no unregistered sales of equity securities or use of proceeds to disclose under this item - There are no unregistered sales of equity securities and use of proceeds to report[91](index=91&type=chunk) [Item 4. Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The Company has no mine safety disclosures to report - There are no mine safety disclosures to report[91](index=91&type=chunk) [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) The Company has no other information to disclose under this item - There is no other information to report[91](index=91&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of this Form 10-Q, including agreements, certificates, and certifications - The report includes a list of exhibits such as the Purchase Agreement with Skip Sub, Inc., Certificate of Incorporation amendments, Bylaws, Rights Agreement, Management Services Agreement with Juneau Exploration, L.P., and amendments to the Equity Compensation Plan[93](index=93&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer are filed herewith, as required by the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002[93](index=93&type=chunk)

PART I – FINANCIAL INFORMATION This section provides the company's unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed consolidated financial statements, including balance sheets, operations, cash flows, equity, and detailed explanatory notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets show a significant increase in cash and total assets, primarily driven by the Kinross Transactions, and a corresponding rise in shareholders' equity and certain liabilities Condensed Consolidated Balance Sheets | Item | September 30, 2020 (Unaudited) ($) | June 30, 2020 ($) | | :--- | :--- | :--- | | **ASSETS** | | | | Cash | $36,389,609 | $3,011,918 | | Total current assets | $36,562,128 | $3,084,162 | | **LIABILITIES AND SHAREHOLDERS' EQUITY** | | | | Total current liabilities | $4,309,813 | $1,089,395 | | Non-current liabilities (Advance royalty reimbursement) | $1,200,000 | — | | Total liabilities | $5,509,813 | $1,089,395 | | Total Shareholders' Equity | $31,052,315 | $1,994,767 | | Total Liabilities and Shareholders' Equity | $36,562,128 | $3,084,162 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statements of operations reflect a substantial net income for the three months ended September 30, 2020, primarily due to a significant gain on the sale of a portion of the equity investment in Peak Gold, LLC, contrasting with a net loss in the prior year period Condensed Consolidated Statements of Operations | Item | Three Months Ended September 30, 2020 ($) | Three Months Ended September 30, 2019 ($) | | :--- | :--- | :--- | | Exploration expense | $(20,828) | $— | | General and administrative expense | $(3,524,992) | $(990,990) | | Total expenses | $(3,545,820) | $(990,990) | | Interest income | $214 | $39,656 | | Loss from equity investment in Peak Gold, LLC | $(247,800) | $(900,000) | | Gain on sale of a portion of the equity investment in Peak Gold, LLC | $39,642,857 | $— | | Total other income/(expense) | $39,395,271 | $(860,344) | | INCOME/(LOSS) BEFORE TAXES | $35,849,451 | $(1,851,334) | | Income tax expense | $(2,406,826) | $— | | NET INCOME/(LOSS) | $33,442,625 | $(1,851,334) | | NET INCOME/(LOSS) PER SHARE (Basic and diluted) | $5.09 | $(0.29) | [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The cash flow statements show a substantial net increase in cash for the three months ended September 30, 2020, primarily driven by significant cash proceeds from the sale of a portion of the equity investment in Peak Gold, LLC and cash from a capital raise, offsetting cash used in operating activities Condensed Consolidated Statements of Cash Flows | Item | Three Months Ended September 30, 2020 ($) | Three Months Ended September 30, 2019 ($) | | :--- | :--- | :--- | | Net income/(loss) | $33,442,625 | $(1,851,334) | | Net cash used in operating activities | $(740,131) | $(90,307) | | Net cash provided/(used) by investing activities | $30,952,200 | $(900,000) | | Net cash provided by financing activities | $3,165,622 | $— | | NET INCREASE/(DECREASE) IN CASH | $33,377,691 | $(990,307) | | CASH, BEGINNING OF PERIOD | $3,011,918 | $8,600,658 | | CASH, END OF PERIOD | $36,389,609 | $7,610,351 | [Condensed Consolidated Statement of Shareholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Shareholders'%20Equity) Shareholders' equity significantly increased from June 30, 2020, to September 30, 2020, primarily due to net income for the period and issuance of common stock, partially offset by the retirement of treasury stock Condensed Consolidated Statement of Shareholders' Equity | Item | Balance at June 30, 2020 ($) | Balance at September 30, 2020 ($) | | :--- | :--- | :--- | | Common Shares | 6,590,113 | 5,994,667 | | Common Stock Amount | $65,901 | $59,947 | | Additional Paid-In Capital | $61,302,249 | $56,446,454 | | Treasury Stock | $(476,672) | $— | | Accumulated Deficit | $(58,896,711) | $(25,454,086) | | Total Shareholders' Equity | $1,994,767 | $31,052,315 | **Changes during the three months ended September 30, 2020:** * Stock-based compensation: $892,158 * Issuance of common stock: $3,275,004 * Cost of common stock issuance: $(109,382) * Shares received from partial sale of Peak Gold, LLC investment and retired: $(8,442,457) * Net income for the period: $33,442,625 [Notes to the Unaudited Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed disclosures on business operations, accounting policies, JV investment, related party transactions, stock-based compensation, and subsequent events [Note 1. Organization and Business](index=7&type=section&id=Note%201.%20Organization%20and%20Business) CORE explores for gold in Alaska through its **30% interest** in Peak Gold, LLC, with Kinross now holding **70%** and managing the JV after recent transactions - CORE engages in gold exploration in Alaska through a **30%** membership interest in Peak Gold, LLC and its wholly-owned subsidiary, Contango Minerals Alaska, LLC, which leases approximately **168,000 acres** for exploration[24](index=24&type=chunk) - On September 29, 2020, CORE sold a **30%** membership interest in the Joint Venture Company to KG Mining (a Kinross Gold subsidiary) for **$32.4 million** in cash and **809,744 shares** of CORE common stock, which were subsequently canceled[27](index=27&type=chunk) - Post-transaction, CORE Alaska retains a **30%** interest, and KG Mining holds a **70%** interest in the Joint Venture Company, with KG Mining now serving as manager and operator[28](index=28&type=chunk) - The Joint Venture Company formed Contango Minerals and contributed approximately **168,000 acres** of Alaska State mining claims to it, which were then assigned to CORE Alaska, making Contango Minerals a wholly-owned subsidiary of CORE[29](index=29&type=chunk) - The Joint Venture Company has an option to purchase approximately **13,000 acres** of the Alaska state mining claims from Contango Minerals for **$50,000**, expiring **18 months** after the Option Agreement date or upon termination[31](index=31&type=chunk)[32](index=32&type=chunk) - The Joint Venture Company plans to mine ore from the Peak and North Peak deposits and process it at the Fort Knox mining and milling complex, expecting accelerated development, reduced upfront capital costs, and a shorter timeline[33](index=33&type=chunk) - Due to COVID-19, new exploration was temporarily postponed, with the Joint Venture Company's **2020** budget primarily for care and maintenance. CORE funded **$1.3 million** in **2020** and anticipates contributing **$1.1 million** for Q4 **2020** cash needs[34](index=34&type=chunk) [Note 2. Basis of Presentation](index=9&type=section&id=Note%202.%20Basis%20of%20Presentation) Unaudited condensed consolidated financial statements are prepared under GAAP and SEC regulations, with interim results not indicative of full fiscal year performance - Financial statements are prepared in conformity with GAAP for interim information and SEC rules, including Form 10-Q and Article 8 of Regulation S-X[37](index=37&type=chunk) - All adjustments deemed necessary for fair statement are included and are of a normal recurring nature[37](index=37&type=chunk) - Results for the three months ended September 30, 2020, are not necessarily indicative of the fiscal year ending June 30, 2021[37](index=37&type=chunk) [Note 3. Summary of Significant Accounting Policies](index=9&type=section&id=Note%203.%20Summary%20of%20Significant%20Accounting%20Policies) Outlines key accounting policies including management estimates, stock-based compensation, income taxes, JV investment, and fair value measurement - Management makes estimates and assumptions affecting reported amounts,

Table of Contents 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2020 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 000-54136 CONTANGO ORE, INC. (Exact name of registrant as specified in its charter) Delaware 27-3431051 (State or other jurisdiction ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, Par Value $0.01 per share CTGO OTCQB ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 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 CO ...