FAIRBANKS, Alaska, Sept. 17, 2024 /PRNewswire/ - Contango ORE, Inc. ("Contango" or the "Company") (NYSE American: CTGO) is pleased to announce that the Peak Gold JV paid a cash distribution of $19.5 million. These proceeds relate to Contango's 30% of profits from the processing Manh Choh ore from Campaign #1. The Peak Gold JV is planning two further campaigns in 2024, the second currently underway, with at least one more cash distribution expected to occur before the end of the year. Contango estimates its ...

[FORM 8-K Filing Information](index=1&type=section&id=FORM%208-K%20Filing%20Information) This section provides basic identification details of the Form 8-K filing, including registrant, jurisdiction, and report type [General Information](index=1&type=section&id=General%20Information) This section provides basic identification details of the filing, including registrant name, jurisdiction, and report type - Registrant: **Contango Ore, Inc.**[1](index=1&type=chunk) - Filing Type: **Form 8-K, Current Report**[1](index=1&type=chunk) - Date of Report (earliest event reported): **August 13, 2024**[1](index=1&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=1&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) The Company announced Q2 2024 financial results via a press release furnished as Exhibit 99.1 - Contango ORE, Inc. issued a press release on August 13, 2024, announcing financial results for the quarter ended June 30, 2024[2](index=2&type=chunk) - The press release is furnished as Exhibit 99.1 to this report[2](index=2&type=chunk) [Item 7.01 Regulation FD Disclosure](index=3&type=section&id=Item%207.01%20Regulation%20FD%20Disclosure) This section details the public disclosure of Q2 2024 financial results and a new corporate presentation, including disclaimers on non-GAAP measures - The information included in Exhibit 99.1 shall not be deemed 'filed' for purposes of Section 18 of the Exchange Act[5](index=5&type=chunk) [Financial Results and Corporate Presentation Announcement](index=3&type=section&id=Financial%20Results%20and%20Corporate%20Presentation%20Announcement) The Company re-announced Q2 2024 financial results via press release and released a new corporate presentation on August 13, 2024 - Press release announcing Q2 2024 financial results issued on August 13, 2024, furnished as Exhibit 99.1[3](index=3&type=chunk) - New corporate presentation, 'Building Alaska's Next Gold Mines,' made available on August 13, 2024, furnished as Exhibit 99.2 and available on the Company's website[3](index=3&type=chunk) [Non-GAAP Financial Measures Disclosure](index=3&type=section&id=Non-GAAP%20Financial%20Measures%20Disclosure) The corporate presentation includes non-GAAP financial measures, with GAAP reconciliations omitted due to inherent difficulty and limited access to JV partner data - Corporate presentation (Exhibit 99.2) includes non-GAAP financial measures[4](index=4&type=chunk) - Reconciliations to GAAP are not included due to inherent difficulty and impracticality of quantifying certain amounts[4](index=4&type=chunk) - Some non-GAAP measures were prepared by Kinross Gold Corporation (JV partner) based on IFRS, and the Company lacks access to detailed information for GAAP reconciliation[4](index=4&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=3&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section warns that the report contains forward-looking statements subject to substantial risks, advising readers to consult 10-K and 10-Q filings for detailed risk factors - The report and furnished exhibits contain 'forward-looking statements' regarding future actions, strategies, operating/financial performance, and anticipated benefits from transactions[6](index=6&type=chunk) - Forward-looking statements are not guarantees and involve substantial risks and uncertainties, which could cause actual performance to differ materially[6](index=6&type=chunk) - Risks and uncertainties are detailed in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q[6](index=6&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=3&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section lists the exhibits accompanying the Form 8-K filing, including the press release, corporate presentation, and interactive data file List of Exhibits | Exhibit No. | Description of Exhibit | | :------------ | :------------------------------------------------------------------------------------------------ | | 99.1 | Press Release of the Company, dated August 13, 2024 | | 99.2 | Building Alaska's Next Gold Mines (Corporate Presentation), dated August 13, 2024 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Signatures](index=4&type=section&id=Signatures) The report was duly signed by Mike Clark, Chief Financial Officer and Secretary of Contango ORE, Inc. on August 16, 2024 - Report signed by Mike Clark, Chief Financial Officer and Secretary[9](index=9&type=chunk) - Signature date: August 16, 2024[9](index=9&type=chunk)

PART I – FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis for Contango ORE, Inc. [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 notes for Q2 2024 and FY2023 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position at specific points in time, detailing assets, liabilities, and equity | Metric | June 30, 2024 | December 31, 2023 | | :------------------------------------- | :-------------- | :---------------- | | **ASSETS** | | | | Cash | $24,118,918 | $15,504,819 | | Total current assets | $25,632,014 | $16,850,301 | | Investment in Peak Gold, LLC | $54,468,519 | $28,064,405 | | Total long-term assets | $68,003,558 | $41,741,327 | | **TOTAL ASSETS** | **$93,635,572** | **$58,591,628** | | **LIABILITIES** | | | | Total current liabilities | $50,536,292 | $13,071,610 | | Total non-current liabilities | $80,978,752 | $60,064,563 | | **TOTAL LIABILITIES** | **$131,515,044** | **$73,136,173** | | **STOCKHOLDERS' EQUITY/(DEFICIT)** | | | | Total Stockholders' Equity/(Deficit) | $(37,879,472) | $(14,544,545) | | **TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)** | **$93,635,572** | **$58,591,628** | - Total assets increased by approximately **$35 million** from December 31, 2023, to June 30, 2024, primarily driven by a significant increase in the investment in Peak Gold, LLC and cash[5](index=5&type=chunk) - Total liabilities increased substantially from **$73.1 million to $131.5 million**, mainly due to a rise in derivative contract liabilities and current debt[6](index=6&type=chunk) - Stockholders' deficit worsened from **$(14.5) million to $(37.9) million**, reflecting the net loss incurred during the period[8](index=8&type=chunk) [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section outlines the company's financial performance over specific periods, detailing revenues, expenses, and net loss | Metric | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total expenses | $(2,386,488) | $(3,690,937) | $(5,099,380) | $(6,087,316) | | Interest expense | $(2,920,550) | $(615,979) | $(4,951,364) | $(1,063,489) | | Loss from equity investment in Peak Gold, LLC | $(695,633) | $(6,720,000) | $(835,886) | $(11,810,000) | | Unrealized loss on derivative contracts | $(12,553,491) | $0 | $(28,178,821) | $0 | | NET LOSS | $(18,545,753) | $(10,415,512) | $(39,042,992) | $(18,340,999) | | Basic and diluted loss per share | $(1.90) | $(1.38) | $(4.03) | $(2.46) | - Net loss significantly increased for both the three and six months ended June 30, 2024, primarily due to substantial unrealized losses on derivative contracts and higher interest expenses[8](index=8&type=chunk) - Loss from equity investment in Peak Gold, LLC decreased significantly, from **$(6.7) million to $(0.7) million** for the three-month period and from **$(11.8) million to $(0.8) million** for the six-month period, indicating improved performance or reduced recognition of losses from the JV[8](index=8&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section details the cash inflows and outflows from operating, investing, and financing activities over specific periods | Metric | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(6,855,143) | $(4,132,854) | | Net cash used by investing activities | $(27,247,167) | $(11,810,719) | | Net cash provided by financing activities | $42,718,270 | $18,824,613 | | NET INCREASE IN CASH | $8,615,960 | $2,881,040 | | Cash and restricted cash, end of period | $24,353,351 | $11,877,194 | - Net cash used in operating activities increased by approximately **$2.7 million**, primarily due to higher net loss and changes in working capital[9](index=9&type=chunk) - Cash invested in Peak Gold, LLC more than doubled to **$27.2 million** in the first six months of 2024, reflecting increased capital calls for the Manh Choh Project[10](index=10&type=chunk) - Net cash provided by financing activities significantly increased to **$42.7 million**, driven by **$30 million** in debt proceeds and **$14.2 million** from common stock issuance[11](index=11&type=chunk) [Condensed Consolidated Statement of Stockholders' Equity (Deficit)](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Stockholders'%20Equity%20(Deficit)) This section presents changes in the company's equity over time, including common stock, additional paid-in capital, and accumulated deficit | Metric | June 30, 2024 | December 31, 2023 | | :------------------------------------ | :-------------- | :---------------- | | Common Shares Outstanding | 10,365,914 | 9,454,233 | | Common Stock Amount | $103,658 | $94,542 | | Additional Paid-In Capital | $140,150,016 | $124,451,067 | | Accumulated Deficit | $(178,084,838) | $(139,041,846) | | Total Stockholders' Equity/(Deficit) | $(37,879,472) | $(14,544,545) | - The total stockholders' deficit increased from **$(14.5) million** at December 31, 2023, to **$(37.9) million** at June 30, 2024, primarily due to the net loss incurred during the period[13](index=13&type=chunk) - Additional paid-in capital increased by approximately **$15.7 million**, reflecting common stock issuances and warrant issuances during the six months ended June 30, 2024[13](index=13&type=chunk) - Common shares outstanding increased from **9,454,233 to 10,365,914**, driven by common stock issuances and stock issued for convertible note interest payments[13](index=13&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the unaudited condensed consolidated financial statements [1. Organization and Business](index=8&type=section&id=1.%20Organization%20and%20Business) This section describes Contango ORE, Inc.'s corporate structure and primary business activities in gold exploration and development - Contango ORE, Inc. (CORE) is engaged in gold and associated mineral exploration and development in Alaska through three main avenues: a **30% interest in Peak Gold, LLC** (Manh Choh Project), its wholly-owned subsidiary Contango Lucky Shot Alaska, LLC (Lucky Shot Property), and its wholly-owned subsidiary Contango Minerals Alaska, LLC (Minerals Property)[15](index=15&type=chunk) - The Manh Choh Project has commenced ore mining and stockpiling at the Fort Knox facility, with processing expected to accelerate development and reduce capital costs due to existing infrastructure[16](index=16&type=chunk)[17](index=17&type=chunk) - The Company's share of the Peak Gold JV's 2023 and 2024 approved budgets for cash calls totals approximately **$74.5 million**, with an additional unbudgeted **$4.1 million** funded in July 2024[18](index=18&type=chunk)[19](index=19&type=chunk) [2. Basis of Presentation](index=10&type=section&id=2.%20Basis%20of%20Presentation) This section outlines the accounting principles and conventions used in preparing the unaudited condensed consolidated financial statements - The

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Delaware 001-35770 27-3431051 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, Par Value $0.01 per share CTGO NYSE American LLC FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 Con ...

Table of Contents FORM 10-Q For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Delaware 27-3431051 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR For the transition period from to Commission file number 001-3 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Delaware 001-35770 27-3431051 (State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.) Not Applicable (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Emerging growth company ☐ (d) Exhibits. 104 ...

Table of Contents 14. Debt The table below shows the components of Debt, net as of September 30, 2023 and June 30, 2023: | --- | --- | --- | --- | |---------------------------------------|-------|----------------------|-----------------| | | | September 30, 2023 | June 30, 2023 | | Secured Debt Facility | | | | | Principal amount | $ | 20,000,000 | $ 10,000,000 | | Unamortized debt discount | | (2,388,728) | (2,342,484) | | Unamortized debt issuance costs | | (2,212,417) | (1,628,012) | | Debt, net | $ | 15 ...

[Cautionary Statement Regarding Forward-Looking Statements](index=5&type=section&id=CAUTIONARY%20STATEMENT%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This statement cautions that the report contains forward-looking information subject to risks that could cause actual results to differ materially [Forward-Looking Statements Overview](index=5&type=section&id=Forward-Looking%20Statements%20Overview) This section highlights forward-looking statements regarding the Company's financial position, strategy, and operations, noting inherent risks - Forward-looking statements cover the Company's financial position, business strategy (including outsourcing), meeting forecasts, anticipated capital expenditures, future financing availability, risks in hedging, prices of gold and associated minerals, timing and amount of future discoveries and production, operating costs, cash flow, liquidity, prospect development, operating and legal risks, and new governmental laws and regulations[11](index=11&type=chunk) - Key factors that may cause actual results to differ materially include the ability to raise capital, retain ownership in Peak Gold JV, influence Peak Gold JV management, potential delays in projects, operational constraints, mining exploration risks, availability of capital, declines in gold prices, operating equipment availability, weather, skilled personnel retention, mining restrictions, legislative changes, and global economic conditions[12](index=12&type=chunk) PART I [Item 1. BUSINESS](index=7&type=section&id=Item%201.%20BUSINESS) CORE is an Alaska-focused gold and minerals exploration company, operating through the Peak Gold JV and wholly-owned subsidiaries - Contango ORE, Inc. (CORE) engages in exploration for gold ore and associated minerals in Alaska through three primary means: a **30.0% interest** in Peak Gold, LLC (Peak Gold JV), its wholly-owned subsidiary Alaska Gold Torrent, LLC (AGT) for the Lucky Shot Property, and its wholly-owned subsidiary Contango Minerals Alaska, LLC for other exploration properties (Eagle/Hona, Triple Z, Shamrock, Willow)[17](index=17&type=chunk)[24](index=24&type=chunk)[191](index=191&type=chunk) - The Manh Choh Project, part of the Peak Gold JV, is in the development stage with mining commenced and first production expected in the **second half of 2024**. All other projects (Lucky Shot, Eagle/Hona, Triple Z, Shamrock, Willow) are in the exploration stage[25](index=25&type=chunk)[26](index=26&type=chunk)[192](index=192&type=chunk) - The Peak Gold JV plans to mine ore from the Main and North Manh Choh deposits and process it at Kinross's existing Fort Knox mining and milling complex, approximately **240 miles** away, to reduce upfront capital costs and accelerate development[19](index=19&type=chunk)[122](index=122&type=chunk)[193](index=193&type=chunk) - The Company's strategy includes partnering with strategic industry participants (like Kinross in the Peak Gold JV), structuring incentives to align executive and director interests with stockholders (**21.4% beneficial ownership** by directors and executives as of June 30, 2023), and acquiring additional exploration properties in Alaska[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) [Overview](index=7&type=section&id=Overview) CORE is an Alaskan gold and minerals explorer, operating through the Peak Gold JV and wholly-owned subsidiaries - CORE holds a **30.0% membership interest** in Peak Gold, LLC (Peak Gold JV), which leases approximately **675,000 acres** from the Tetlin Tribal Council and holds **13,000 additional acres** of State of Alaska mining claims for exploration and development, including the Manh Choh Project[17](index=17&type=chunk)[191](index=191&type=chunk) - CORE's wholly-owned subsidiary, Alaska Gold Torrent, LLC (AGT), leases mineral rights to approximately **8,600 acres**, including the Lucky Shot Property, which features three former producing gold mines[17](index=17&type=chunk)[191](index=191&type=chunk) - CORE's wholly-owned subsidiary, Contango Minerals Alaska, LLC, owns mineral rights to approximately **145,280 acres** of State of Alaska mining claims, including the Eagle/Hona, Triple Z, Shamrock, and Willow properties[24](index=24&type=chunk)[191](index=191&type=chunk) - The Manh Choh Project is in the development stage, with mining activities (pre-stripping and stockpiling ore) having commenced, and production expected in the **second half of 2024**. All other projects are in the exploration stage[25](index=25&type=chunk)[26](index=26&type=chunk)[121](index=121&type=chunk)[192](index=192&type=chunk) [Strategy](index=9&type=section&id=Strategy) The Company's strategy focuses on strategic partnerships, aligning executive interests, and acquiring additional exploration properties - The Company partners with strategic industry participants, such as KG Mining (Kinross Gold Corporation), which manages the Peak Gold JV and holds a **70.0% interest**, influencing management decisions through its two appointees on the three-member Management Committee[30](index=30&type=chunk)[455](index=455&type=chunk) - Equity ownership is used to align the interests of the Company's executives and directors with stockholders; as of June 30, 2023, directors and executives beneficially owned approximately **21.4%** of the common stock[31](index=31&type=chunk)[509](index=509&type=chunk) - The Company plans to acquire additional exploration properties in Alaska, subject to fund availability, through leases from Alaska Native corporations or by staking Federal or State of Alaska mining claims, and is open to strategic partnerships for funding new and existing opportunities[32](index=32&type=chunk)[220](index=220&type=chunk) [Adverse Climate Conditions](index=9&type=section&id=Adverse%20Climate%20Conditions) Alaska's arctic climate significantly impacts the Company's and Peak Gold JV's year-round exploration and mining activities - Weather conditions in the arctic climate of Alaska affect the Company's and Peak Gold JV's ability to conduct exploration and mining activities, limiting many operations during certain seasons[33](index=33&type=chunk)[462](index=462&type=chunk) [Competition](index=9&type=section&id=Competition) The Company faces intense competition in Alaska's mineral exploration and extraction from larger companies with greater resources - The Company faces strong competition for new exploration-stage properties and mineral extraction in Alaska from numerous larger mining companies with significantly greater financial resources and in-house technical expertise[34](index=34&type=chunk)[501](index=501&type=chunk) - Competition also exists in obtaining financing for mineral properties and for third-party services and supplies like mining and transportation equipment[34](index=34&type=chunk)[501](index=501&type=chunk) [Government Regulation](index=10&type=section&id=Government%20Regulation) The Company and Peak Gold JV are subject to federal, Alaskan, and tribal regulations, including environmental and tax laws - Mineral exploration activities are affected by various federal and Alaskan laws and regulations, including environmental, conservation, and tax laws, which often require permits for exploration and extraction[36](index=36&type=chunk)[199](index=199&type=chunk) - The Tetlin Lease is on land leased from the Tetlin Tribal Council, a federally recognized Native American tribe with sovereign powers, including the right to tax, license, and regulate operations on their lands, generally subject only to federal regulation[36](index=36&type=chunk)[57](index=57&type=chunk) [Employees](index=10&type=section&id=Employees) The Company has eleven full-time employees, including key executives, and utilizes independent consultants for specialized services - The Company has **eleven full-time employees**, with Rick Van Nieuwenhuyse as President and CEO, and Leah Gaines as Vice President, Chief Financial Officer, Chief Accounting Officer, Treasurer, and Secretary[37](index=37&type=chunk)[39](index=39&type=chunk)[41](index=41&type=chunk) - Independent consultants and contractors are used for various professional services, including land acquisition, legal, environmental, tax, geological, exploration, drilling, and mineral resource evaluation[37](index=37&type=chunk) [Directors and Executive Officers](index=10&type=section&id=Directors%20and%20Executive%20Officers) The Company's leadership includes Chairman Brad Juneau, CEO Rick Van Nieuwenhuyse, and other key executives and directors Directors and Executive Officers (as of report date) | Name | Age | Position | | :------------------- | :-- | :------------------------------------------------------------------------ | | Brad Juneau | 63 | Chairman | | Rick Van Nieuwenhuyse| 67 | President, Chief Executive Officer, and Director | | Mike Clark | 41 | Executive Vice President - Finance | | Leah Gaines | 47 | Vice President, Chief Financial Officer, Chief Accounting Officer, Treasurer and Secretary | | Joseph Compofelice | 74 | Director | | Curtis Freeman | 67 | Director | | Richard Shortz | 78 | Director | - The Board of Directors, consisting of a minimum of three and a maximum of seven directors, is responsible for managing the Company. Directors are elected annually, and executive officers are elected by the Board[434](index=434&type=chunk) [Item 1A. RISK FACTORS](index=13&type=section&id=Item%201A.%20RISK%20FACTORS) This section outlines significant risks including economic volatility, funding, gold prices, exploration, and environmental regulations - Global economic volatility, including supply chain issues, inflation, and rising fuel/energy costs, creates market uncertainty that negatively affects the mining and minerals sectors, potentially impacting the Company's growth and ability to obtain financing[439](index=439&type=chunk)[453](index=453&type=chunk)[454](index=454&type=chunk) - The Company's **30% interest** in the Peak Gold JV means Kinross, as the **70% owner** and manager, has significant control over the Manh Choh Project's programs and budgets, limiting CORE's influence and potentially leading to dilution if CORE cannot fund its proportionate share[440](index=440&type=chunk)[442](index=442&type=chunk)[455](index=455&type=chunk)[456](index=456&type=chunk) - Gold prices are volatile and influenced by numerous factors beyond the Company's control, including global economic conditions, currency values, interest rates, and supply/demand, which could adversely affect project feasibility and the value of the Manh Choh Project[49](index=49&type=chunk)[445](index=445&type=chunk)[459](index=459&type=chunk) - Mineral exploration is highly speculative; despite indicated and inferred resources, none of the Company's properties have 'proven' reserves. There is no assurance that commercially feasible quantities of minerals can be recovered, and failure to establish proven reserves could lead to curtailment of operations and loss of investment[50](index=50&type=chunk)[461](index=461&type=chunk)[491](index=491&type=chunk) - Underground exploration and mining operations, particularly at the Lucky Shot Property, involve high risks such as fires, floods, fall-of-ground accidents, seismic activity, and unexpected geological conditions, which could result in injuries, equipment loss, environmental damage, and financial losses[54](index=54&type=chunk)[464](index=464&type=chunk) - The Company and Peak Gold JV face title uncertainties for their properties, including unpatented mining claims and tribal leases, which are subject to greater title risk and potential challenges, and enforcement of contractual rights against Native American tribes with sovereign powers can be difficult[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk)[466](index=466&type=chunk)[467](index=467&type=chunk)[496](index=496&type=chunk)[497](index=497&type=chunk)[498](index=498&type=chunk) - The Company operates in an intensely competitive mineral exploration industry against larger companies with superior financial and technical resources, which may limit its ability to acquire new properties, services, and financing[59](index=59&type=chunk)[34](index=34&type=chunk)[501](index=501&type=chunk) - The Company's success is highly dependent on the continued contributions of its President and CEO, Rick Van Nieuwenhuyse, and the loss of key management personnel could severely impede business operations[60](index=60&type=chunk)[470](index=470&type=chunk)[502](index=502&type=chunk) - Mining operations are subject to complex and stringent environmental, health, and safety laws and regulations, including permitting requirements, which can increase costs, cause delays, or prohibit planned activities, and failure to comply can result in substantial penalties[62](index=62&type=chunk)[199](index=199&type=chunk)[472](index=472&type=chunk)[473](index=473&type=chunk)[504](index=504&type=chunk) - Opposition from local communities and non-governmental organizations (NGOs) to resource development could adversely affect the Company's reputation, financial condition, and ability to obtain necessary permits[64](index=64&type=chunk)[474](index=474&type=chunk) - Anti-takeover provisions in the Company's corporate documents and Delaware law, along with a thinly traded common stock, could make it more difficult for third parties to acquire a majority stake and may adversely affect the market price of the common stock[66](index=66&type=chunk)[67](index=67&type=chunk)[476](index=476&type=chunk)[508](index=508&type=chunk)[509](index=509&type=chunk) - The Company does not intend to pay cash dividends in the foreseeable future, meaning investors must rely on stock price appreciation for returns[68](index=68&type=chunk)[294](index=294&type=chunk)[478](index=478&type=chunk) - The business is vulnerable to health epidemics like COVID-19, which could disrupt workforce availability, travel, and operations, potentially leading to reduced exploration, development, and liquidity issues[479](index=479&type=chunk)[510](index=510&type=chunk) [Item 1B. UNRESOLVED STAFF COMMENTS](index=21&type=section&id=Item%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The Company has no unresolved staff comments to report - There are no unresolved staff comments[71](index=71&type=chunk)[541](index=541&type=chunk) [Item 2. PROPERTIES](index=22&type=section&id=Item%202.%20PROPERTIES) This section details the Company's mineral properties in Alaska, including the Peak Gold JV and wholly-owned exploration properties - The Company's properties include a **30.0% interest** in the Peak Gold JV (Manh Choh Project) and **100% ownership** of the Lucky Shot Property (via AGT) and Contango Minerals properties (Eagle/Hona, Triple Z, Shamrock, Willow)[104](index=104&type=chunk)[484](index=484&type=chunk)[514](index=514&type=chunk)[515](index=515&type=chunk) - The Manh Choh Project is in the development stage with mining operations commenced and commercial production expected in **H2 2024**. The Lucky Shot Project had historic production but is currently in exploration, and other Contango Minerals properties are also in exploration[25](index=25&type=chunk)[26](index=26&type=chunk)[516](index=516&type=chunk)[546](index=546&type=chunk) - Mineral resource estimates are prepared in accordance with S-K 1300, which requires disclosure of mineral resources in addition to mineral reserves[72](index=72&type=chunk)[513](index=513&type=chunk) [Overview](index=22&type=section&id=Overview) The Company's Alaskan mineral properties are detailed, including a **30% interest** in Peak Gold JV and **100% interest** in other claims - Information on mining properties is prepared in accordance with S-K 1300, which requires disclosure of mineral resources in addition to mineral reserves[72](index=72&type=chunk)[513](index=513&type=chunk) - The Company's material property is the Manh Choh Project, held through a **30.0% membership interest** in Peak Gold JV, which leases **675,000 acres** from the Tetlin Tribal Council and holds **13,000 acres** of State of Alaska mining claims[104](index=104&type=chunk) - The Company also owns mineral rights to approximately **153,880 acres** of State of Alaska and patented mining claims for exploration through its wholly-owned subsidiaries AGT (Lucky Shot Property) and Contango Minerals (Eagle/Hona, Triple Z, Shamrock, Willow prospects)[484](index=484&type=chunk) [Property Summary](index=23&type=section&id=Property%20Summary) The Company's property portfolio includes a **30% interest** in the Peak Gold JV and wholly-owned properties, totaling **841,880 acres** Land Ownership and Property Details (as of June 30, 2023) | 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 (Leased from Alaska Hard Rock Inc.) (100% Interest):** | | | | | | | Lucky Shot | South Central | Gold | 58 | 7,900 | State Mining Claims | | Lucky Shot | South Central | Gold | 46 | 700 | Patented Mining Claims | | **Contango Minerals (100% Interest):** | | | | | | | Eagle/Hona | Eastern Interior | Gold, Copper, Silver | 450 | 69,780 | State Mining Claims | | Triple Z | Eastern Interior | Gold, Copper, Silver | 95 | 14,800 | 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:** | | | 1,238 | 841,880 | | Property Coordinates (NAD83) | Property | Latitude* | Longitude* | | :--------- | :-------- | :--------- | | Shamrock | 64.397 | -146.532 | | Eagle/Hona | 63.209 | -143.44 | | Manh Choh | 62.947 | -142.627 | | Triple Z | 63.364 | -142.49 | | Lucky Shot | 61.776 | -149.411 | | Willow | 61.802 | -149.232 | [Acquisition of Exploration and Mining Rights](index=24&type=section&id=Acquisition%20of%20Exploration%20and%20Mining%20Rights) Exploration and mining rights in Alaska are acquired through various means, including public, private, and tribal lands - Exploration and mining rights in Alaska can be acquired from the U.S. government, Alaskan state government, tribal governments, and private entities, covering public lands, private fee lands, unpatented Federal or State of Alaska mining claims, patented mining claims, and tribal lands[485](index=485&type=chunk) - On State of Alaska public lands, mineral rights are acquired by staking **40-acre or 160-acre** mining claims, which are subject to annual assessment work requirements, rental fees, and royalties after commercial production begins[76](index=76&type=chunk) - Tribal lands, such as the Tetlin Lease, are under the control of sovereign Native American tribes, and exploration/mining can be conducted through leases or joint ventures with the controlling tribe[545](index=545&type=chunk) [Current Mining Activity](index=25&type=section&id=Current%20Mining%20Activity) The Peak Gold JV's Manh Choh mine has commenced open pit mining, with commercial production anticipated in **H2 2024** - The Peak Gold JV's Manh Choh mine is actively mining from an open pit, focusing on pre-stripping waste material and stockpiling ore for transportation to the Fort Knox mill for processing[26](index=26&type=chunk)[121](index=121&type=chunk)[546](index=546&type=chunk) - Commercial production at Manh Choh is expected to commence in the **second half of 2024**, with a mine plan consisting of two small open pits to be mined concurrently over **4.5 years**[26](index=26&type=chunk)[121](index=121&type=chunk) - Other Company properties, including the Lucky Shot Project (which had historic production until 1942), are currently in the exploration stage and are not commercially producing minerals[516](index=516&type=chunk)[546](index=546&type=chunk) [Summary of Mineral Resources](index=25&type=section&id=Summary%20of%20Mineral%20Resources) This section summarizes S-K 1300 compliant mineral reserve and resource estimates for the Manh Choh and Lucky Shot projects - Mineral reserve and resource estimates for the Manh Choh Project (as of December 31, 2022) and Lucky Shot Project (as of May 26, 2023) are summarized, prepared in accordance with S-K 1300[78](index=78&type=chunk)[113](index=113&type=chunk) - Mineral resources are not mineral reserves and do not have demonstrated economic viability; there is no guarantee that all or any part of a mineral resource will be converted into mineral reserves[108](index=108&type=chunk)[518](index=518&type=chunk) [Manh Choh Project](index=25&type=section&id=Manh%20Choh%20Project) As of December 31, 2022, the Manh Choh Project has probable mineral reserves and indicated/inferred resources Peak Gold, LLC Reserves (100% Ownership) - Effective December 31, 2022 | Category | Tonnage (000 t) | Grade (g/t Au) | Contained Metal (000 oz Au) | Grade (g/t Ag) | Contained Metal (000 oz Ag) | | :-------------------- | :-------------- | :------------- | :-------------------------- | :------------- | :-------------------------- | | Proven | - | - | - | - | - | | Probable | 3,936 | 7.9 | 997 | 13.6 | 1,719 | | Total Proven + Probable | 3,936 | 7.9 | 997 | 13.6 | 1,719 | Contango ORE Reserves (30% Attributable Ownership) - Effective December 31, 2022 | Category | Tonnage (000 t) | Grade (g/t Au) | Metal (000 oz Au) | Grade (g/t Ag) | Metal (000 oz Ag) | | :-------------------- | :-------------- | :------------- | :---------------- | :------------- | :---------------- | | Proven | - | - | - | - | - | | Probable | 1,181 | 7.9 | 299 | 13.6 | 516 | | Total Proven + Probable | 1,181 | 7.9 | 299 | 13.6 | 516 | Peak Gold, LLC Resources (100% Ownership, Exclusive of Reserves) - Effective December 31, 2022 | Category | Tonnage (000 t) | Grade (g/t Au) | Contained Metal (000 oz Au) | Grade (g/t Ag) | Contained Metal (000 oz Ag) | | :-------------------- | :-------------- | :------------- | :-------------------------- | :------------- | :-------------------------- | | Measured | - | - | - | - | | | Indicated | 254 | 2.4 | 20 | 9.3 | | | Total Measured + Indicated | 254 | 2.4 | 20 | 9.3 | | | Inferred | 6 | 3.8 | 1 | 9.2 | | Contango ORE Resources (30% Ownership, Exclusive of Reserves) - Effective December 31, 2022 | Category | Tonnage (000 t) | Grade (g/t Au) | Contained Metal (000 oz Au) | Grade (g/t Ag) | Contained Metal (000 oz Ag) | | :-------------------- | :-------------- | :------------- | :-------------------------- | :------------- | :-------------------------- | | Measured | - | - | - | - | - | | Indicated | 846 | 2.4 | 66 | 9.3 | 251 | | Total Measured + Indicated | 846 | 2.4 | 66 | 9.3 | 251 | | Inferred | 21 | 3.8 | 3 | 9.2 | 6 | [Lucky Shot Project](index=27&type=section&id=Lucky%20Shot%20Project) As of May 26, 2023, the Lucky Shot Project has indicated and inferred mineral resources but no mineral reserves Lucky Shot Project Mineral Resources - Effective May 26, 2023 | Category | Tonnage (000 t) | Grade (g/t Au) | Contained Metal (000 oz Au) | | :-------------------- | :-------------- | :------------- | :-------------------------- | | Measured | - | - | - | | Indicated | 226 | 14.5 | 105 | | Total Measured + Indicated | 226 | 14.5 | 105 | | Inferred | 82 | 9.5 | 25 | - Mineral resources for the Lucky Shot Project were estimated as of May 26, 2023, using a **3.0 g/t Au cut-off grade** for underground shapes, with no mineral reserves reported[113](index=113&type=chunk)[524](index=524&type=chunk) [Peak Gold JV Property](index=28&type=section&id=Peak%20Gold%20JV%20Property) The Peak Gold JV Property in eastern interior Alaska covers **688,000 acres**, with the Manh Choh Project in development - The Peak Gold JV Property is located in eastern interior Alaska, **12 miles southeast of Tok**, covering **675,000 acres** under the Tetlin Lease and **13,000 acres** of contiguous state claims[17](index=17&type=chunk)[104](index=104&type=chunk)[526](index=526&type=chunk) - Kinross announced its decision to proceed with the development of the Manh Choh Project in July 2022, with aggregate capital expenditures estimated at **$189 million**, including **$30 million** for the ore transport fleet, resulting in approximately **$64.6 million** attributable to the Company's **30% interest**[26](index=26&type=chunk)[121](index=121&type=chunk)[275](index=275&type=chunk) - The Manh Choh Project is expected to commence production in the **second half of 2024**, utilizing the existing Fort Knox mining and milling complex for processing ore, which is anticipated to reduce upfront capital costs and accelerate development[26](index=26&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk) [Location of and Access to the Peak Gold JV Property](index=28&type=section&id=Location%20of%20and%20Access%20to%20the%20Peak%20Gold%20JV%20Property) The Peak Gold JV Property in eastern interior Alaska is accessible via highways and the Tetlin Village Road, with helicopter access for remote areas - The Peak Gold JV Property is located in the Tetlin Hills and Mentasta Mountains of eastern interior Alaska, **12 miles southeast of Tok**, and **200 miles southeast of Fairbanks**[526](index=526&type=chunk) - Access is provided by the paved Alaska Highway, Tok Cutoff Highway, and the **23-mile** Tetlin Village Road, with much of the property accessible only via helicopter. Buried electrical and fiber-optic communications cables follow the Tetlin Village Road corridor[115](index=115&type=chunk)[527](index=527&type=chunk) [Exploration & Development Overview](index=31&type=section&id=Exploration%20%26%20Development%20Overview) The Peak Gold JV's exploration identified Manh Choh deposits, with plans to mine and process ore at Fort Knox - Exploration on the Tetlin Lease for the Manh Choh Project has identified two prospective mineral deposits (Main and North Manh Choh) and several other gold and copper prospects since drilling programs began in 2011[532](index=532&type=chunk) - The Peak Gold JV plans to mine ore from the Manh Choh Project and process it at the existing Fort Knox milling complex, located approximately **400 km** away[531](index=531&type=chunk) - As of June 30, 2023, the Company has contributed approximately **$39.1 million** in cash to the Peak Gold JV[531](index=531&type=chunk) [Geology](index=32&type=section&id=Geology) The Peak Gold JV Property is within the Yukon-Tanana Terrane, with Manh Choh mineralization resembling gold-sulfide skarn deposits - The Peak Gold JV Property is primarily hosted within the Yukon-Tanana Terrane (YTT), consisting of metamorphic rocks intruded by granitic rocks, with large-scale structural features tied to the Tintina-Kaltag and Denali-Farewell fault systems[123](index=123&type=chunk)[533](index=533&type=chunk) - The Manh Choh mineralization, discovered in 2009, exhibits characteristics of gold-copper-silver skarn deposits, possibly part of a larger porphyry copper-molybdenum-gold system, resembling the Fortitude deposit in central Nevada[533](index=533&type=chunk) [Exploration Activity and Targets](index=33&type=section&id=Exploration%20Activity%20and%20Targets) The Chief Danny Prospect Area is the most advanced target on the Peak Gold JV Property, with extensive exploration and drilling ongoing - The Chief Danny Prospect Area, including Main Manh Choh, North Manh Choh, and West Peak Zones, is the most advanced exploration target on the Peak Gold JV Property, with extensive field-related exploration work conducted from 2009 through June 30, 2023[534](index=534&type=chunk) - The 2023 drilling program for the Peak Gold JV began in July 2023, focusing on undrilled, under-explored areas northwest of the current deposits, with construction of access and trenching completed[97](index=97&type=chunk) - The 2022 drilling program included **6,493 feet (1,979 meters)** of exploration drilling and **2,491 feet (759 meters)** of geotechnical drilling in a total of **17 drill holes**, with no significant results reported[151](index=151&type=chunk) Chief Danny Prospect Exploration Work (2009-2023) | Year | Program | Core Samples | Rock Samples | Soil Samples | Pan Con Samples | Stream Silt Samples | Core (feet) | IP/Geophysics (kilometers) | Trenching (feet) | | :--- | :------------ | :----------- | :----------- | :----------- | :-------------- | :------------------ | :---------- | :------------------------- | :--------------- | | 2009 | Chief Danny | — | 958 | 33 | 94 | 11 | — | — | 2,330 | | 2010 | Chief Danny | — | 613 | 760 | 668 | 795 | — | 14 | — | | 2011 | Chief Danny | 1,267 | 20 | 688 | — | — | 8,057 | 3,957 | — | | 2012 | Chief Danny | 5,223 | 82 | 1,029 | — | — | 36,006 | — | — | | 2013 | Chief Danny | 8,970 | 14 | 1,406 | 85 | 278 | 47,081 | 2,414 | — | | 2014 | Chief Danny | — | — | — | — | — | — | — | — | | 2015 | Chief Danny | 8,352 | 133 | — | — | — | 46,128 | — | — | | 2016 | Chief Danny | 10,450 | 21 | 694 | — | — | 67,336 | 24 | — | | 2017 | Chief Danny | 11,864 | 112 | 975 | 408 | 408 | 59,347 | 48 | — | | 2018 | Chief Danny | 2,973 | 402 | 63 | 45 | 9 | 20,307 | 80 | — | | 2019 | Chief Danny | 1,575 | 839 | 1,563 | 18 | — | 10,079 | 1,049 | — | | 2020 | Chief Danny | — | — | — | — | — | 4,575 | — | — | | 2021 | Chief Danny | — | — | — | — | — | 33,010 | — | — | | 2022 | Chief Danny | 1,260 | 493 | 1,681 | — | 584 | 8,983 | — | — | | 2023 | Chief Danny | — | 27 | 313 | — | — | 2,308 | — | 4,100 | | **Total** | **Total** | **51,934** | **3,714** | **9,205** | **1,318** | **2,085** | **343,217** | **7,586** | **6,430** | [Lucky Shot Property](index=35&type=section&id=Lucky%20Shot%20Property) The Lucky Shot Property, acquired in August 2021, covers **8,590 acres** with former gold mines, undergoing exploration drilling - The Lucky Shot Property, acquired in August 2021, covers approximately **8,590 acres** in the Willow Mining District, including three former producing gold mines (Coleman, Lucky Shot, War Baby)[17](index=17&type=chunk)[539](index=539&type=chunk) - The Company completed **29 exploration drill holes** in 2022, all of which intersected the Lucky Shot vein structure. A surface drilling program on the Coleman segment of the Lucky Shot vein began in August 2023, planning **12 or more holes (3,300 meters)**[20](index=20&type=chunk)[156](index=156&type=chunk) - The property has excellent infrastructure with road access between the mine site and a processing site on the Parks Highway[539](index=539&type=chunk) [Location of and Access to the Lucky Shot Property](index=35&type=section&id=Location%20of%20and%20Access%20to%20the%20Lucky%20Shot%20Property) The Lucky Shot Property is located north of Anchorage, accessible via various roads and highways - The Lucky Shot Property mine site is located **180 kilometers (112 miles)** north of Anchorage, Alaska, with a processing site about **48 kilometers (30 miles)** west on the Parks Highway[539](index=539&type=chunk) - Infrastructure provides excellent road access between the mine site and plant site via unsealed secondary roads, sealed two-lane highways, and the four-lane Parks Highway connecting Anchorage and Fairbanks[539](index=539&type=chunk) [Geology](index=36&type=section&id=Geology) The Lucky Shot Property's historic mines are controlled by a continuous low-angle fault zone with quartz veins hosting native gold - The three historic mines at the Lucky Shot Property are controlled by a continuous low-angle, listric fault zone with quartz veins and sheared breccia zones (**1 to several meters wide**) hosted by granodiorite intrusive rock[131](index=131&type=chunk) - The quartz veins contain native gold, pyrite, arsenopyrite, tetrahedrite-tennantite, sphalerite, galena, and various telluride minerals[131](index=131&type=chunk) - The Lucky Shot vein system is continuous for approximately **1.6 km (1 mile)** across the project area, segmented into three blocks (Coleman, Lucky Shot, War Baby) by two high-angle faults, with a third fault extending it another **600 meters** to the Murphy block[154](index=154&type=chunk) [Exploration Plan](index=36&type=section&id=Exploration%20Plan) The Company refurbished the Enserch tunnel at Lucky Shot for drilling, with a surface drilling program beginning in August 2023 - The Company has refurbished and extended the Enserch tunnel at Lucky Shot to a total of **2405 feet** to drill the down-dip extension of the Lucky Shot and Coleman mines[156](index=156&type=chunk) - In 2022, **29 exploration drill holes** were completed, all intersecting the Lucky Shot vein structure. A surface drilling program on the Coleman segment of the Lucky Shot vein began in August 2023, with plans for **12 or more holes (3,300 meters)**[20](index=20&type=chunk)[156](index=156&type=chunk)[232](index=232&type=chunk) - The Lucky Shot Property had historical production until 1942, with limited exploration occurring until the 1980s and the Company's acquisition in 2021[155](index=155&type=chunk) [Contango Minerals Properties](index=36&type=section&id=Contango%20Minerals%20Properties) Contango Minerals holds several exploration-stage properties, with follow-up work planned for 2024 on Shamrock and Eagle/Hona - Contango Minerals, a wholly-owned subsidiary, owns mineral rights to approximately **145,280 acres** of State of Alaska mining claims for exploration, including the Eagle/Hona, Triple Z, Shamrock, and Willow properties[24](index=24&type=chunk)[191](index=191&type=chunk) - Compared to Peak Gold JV and Lucky Shot, significantly less exploration work has been performed on these properties, all of which remain in the exploration stage[157](index=157&type=chunk) - Follow-up trenching and detailed geologic mapping are planned for the **summer of 2024** on the Shamrock Property, and follow-up geologic mapping and sampling are planned for the **summer of 2024** on the Eagle/Hona Property[27](index=27&type=chunk)[233](index=233&type=chunk) [Triple Z Prospect](index=36&type=section&id=Triple%20Z%20Prospect) The Triple Z Prospect, covering **14,800 acres**, was identified for porphyry copper-gold-silver-molybdenum mineralization - The Triple Z Prospect, covering approximately **14,800 acres**, was identified for porphyry copper-gold-silver-molybdenum mineralization based on regional stream sediment sampling[132](index=132&type=chunk)[158](index=158&type=chunk) - Exploration included surface rock and soil samples, auger soil sampling, airborne magnetic and resistivity surveys, and an Induced Polarization (IP) survey, which outlined multiple IP anomalies[132](index=132&type=chunk) - Six core holes drilled in 2012 encountered several zones of anomalous copper, gold, and silver. The Company is awaiting a land transfer from the federal government to the State of Alaska to approve drill permits for a highly prospective drill-ready target[132](index=132&type=chunk)[160](index=160&type=chunk) [Eagle/Hona Prospect](index=37&type=section&id=Eagle%2FHona%20Prospect) The Eagle/Hona Prospect, totaling **69,780 acres**, identified widespread copper and arsenic anomalies, with follow-up work planned for 2024 - The Eagle/Hona Prospect consists of two claim blocks (Eagle and Hona) totaling **69,780 acres**, located immediately northwest of the Peak Gold JV Property[24](index=24&type=chunk)[161](index=161&type=chunk)[191](index=191&type=chunk) - Reconnaissance sampling in the 1970s and 2013 identified widespread copper and arsenic anomalies, with a 2013 program revealing strong gold, arsenic, and copper anomalies over a **10-kilometer** northwest corridor[133](index=133&type=chunk) - Follow-up field exploration in July 2021 included detailed reconnaissance and collection of **2084 surface rock chip samples** and **62 pan concentrate samples**. Follow-up geologic mapping and sampling are planned for **summer 2024**[134](index=134&type=chunk)[233](index=233&type=chunk) Significant Drill Intercepts from 2019 Program (Hona 2 Target) | DrillHole \nHN19001 | Zone \nHona 2 | From (meters) \n32.00 | To (meters) \n35.05 | Length (meters) \n3.05 | Au_gpt | Au_opt | Ag_gpt | Cu % | | :------------------ | :------------ | :-------------------- | :------------------ | :--------------------- | :------------ | :-------------- | :------------ | :----------- | | HN19001 | Hona 2 | 436.17 | 440.89 | 4.72 | 0.80 | 0.023 | - | 0.025 | | HN19001 | Hona 2 | 452.78 | 460.71 | 7.93 | 0.88 | 0.026 | 0.4 | 0.034 | | HN19002 | Hona 2 | 224.33 | 227.38 | 3.05 | 0.59 | 0.017 | - | 0.012 | | HN19002 | Hona 2 | 339.09 | 342.29 | 3.20 | 1.23 | 0.036 | 1.3 | 0.046 | | HN19002 | Hona 2 | 369.27 | 373.56 | 4.29 | 0.55 | 0.016 | - | 0.028 | | HN19002 | Hona 2 | 396.85 | 399.04 | 2.19 | 0.93 | 0.027 | 1.7 | 0.024 | | HN19002 | Hona 2 | 445.24 | 446.53 | 1.29 | 3.05 | 0.089 | 0.8 | 0.029 | | HN19002 | Hona 2 | 612.65 | 629.67 | 17.02 | 0.41 | 0.012 | 5.4 | 0.333 | [Shamrock Prospect](index=39&type=section&id=Shamrock%20Prospect) The Shamrock Prospect, covering **52,700 acres**, is prospective for 'Pogo Type' and IRG gold deposits, with follow-up work planned for 2024 - The Shamrock Prospect, staked in early 2021, covers approximately **52,700 acres** in the Richardson Mining District, central Alaska, with excellent infrastructure including proximity to the Alaska Highway, Trans Alaska Pipeline, and a high-voltage power line[137](index=137&type=chunk)[167](index=167&type=chunk) - The property is prospective for three types of gold deposits: 'Pogo Type' low-angle quartz veins, Intrusive Related Gold (IRG) deposits, and high-level rhyolite intrusive dikes associated with clay and silica alteration[139](index=139&type=chunk) - During the 2021 field season, **835 soil samples** and **75 surface rock chip samples** were collected. Follow-up trenching and detailed geologic mapping are planned for the **summer of 2024**[27](index=27&type=chunk)[167](index=167&type=chunk)[233](index=233&type=chunk) [Willow Prospect](index=41&type=section&id=Willow%20Prospect) The Willow Prospect, staked in August 2021, comprises **8,000 acres** adjacent to Lucky Shot, with plans for exploration surveys - The Willow Prospect, staked in August 2021, includes **8,000 acres** of State of Alaska mining claims located north and east of the Lucky Shot Property, covering historically active mines in the Willow Mining District[24](index=24&type=chunk)[173](index=173&type=chunk)[194](index=194&type=chunk) - The Company plans to conduct geologic mapping, geochemical sampling, and geophysical surveys to identify potential exploration drill targets for additional gold resources, treating these claims as an expansion of the Lucky Shot Property[173](index=173&type=chunk) [Environmental Regulation and Permitting](index=42&type=section&id=Environmental%20Regulation%20and%20Permitting) The Company and Peak Gold JV operate under stringent environmental regulations, requiring permits and holding a **$63.5 million** reclamation bond - The Company and Peak Gold JV are subject to local, state, tribal, and federal environmental regulations governing environmental quality, pollution control, waste management, reclamation, and employee health and safety[199](index=199&type=chunk) - Major permits are in hand for the Peak Gold JV Property (Manh Choh Project), Lucky Shot Property, and Shamrock Prospect, covering exploration, wetlands, reclamation, waste management, and air emissions[145](index=145&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk)[198](index=198&type=chunk) - The Peak Gold JV holds a **$63,507,000 bond** with the State of Alaska for site reclamation. All major permits, plans, and approvals for Manh Choh facility construction and mine production were in hand by May 15, 2023[174](index=174&type=chunk) - Failure to comply with environmental laws can result in significant fines and penalties, including strict liability for hazardous substance remediation under CERCLA, and potential claims for personal injury or property damages[147](index=147&type=chunk)[180](index=180&type=chunk) [Item 3. LEGAL PROCEEDINGS](index=44&type=section&id=Item%203.%20LEGAL%20PROCEEDINGS) The Company is not a party to any legal proceedings - As of the date of this Form 10-K, the Company is not a party to any legal proceedings[202](index=202&type=chunk) [Item 4. MINE SAFETY DISCLOSURES](index=44&type=section&id=Item%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the Company - This item is not applicable[203](index=203&type=chunk) [Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](index=44&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 (CTGO), with no cash dividends anticipated in the foreseeable future - The Company's common stock is traded on the NYSE American under the symbol "CTGO"[183](index=183&type=chunk) - As of September 13, 2023, there were **9,393,922 shares** of common stock outstanding, held by approximately **69 registered stockholders**[4](index=4&type=chunk)[204](index=204&type=chunk) - The Company does not intend to declare or pay any cash dividends on its common stock in the foreseeable future, planning to retain earnings to finance business development[68](index=68&type=chunk)[294](index=294&type=chunk) [Item 6. SELECTED FINANCIAL DATA](index=45&type=section&id=Item%206.%20SELECTED%20FINANCIAL%20DATA) This item is not applicable to the Company - This item is not applicable[267](index=267&type=chunk) [Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=45&type=section&id=Item%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section discusses the Company's financial condition and results for FY2023 and FY2022, covering expenses, liquidity, and financing - The Company's primary cash requirements are for general and administrative expenses, capital calls from the Peak Gold JV for the Manh Choh Property, and exploration expenditures on the Lucky Shot Property[224](index=224&type=chunk) - Sources of cash have included common stock offerings, a **$20 million** unsecured convertible debenture to QRC, and a senior secured loan facility of up to **$70 million**[224](index=224&type=chunk) - The Company's ability to continue as a going concern is dependent on its ability to raise capital to fund future exploration and working capital requirements, as it has not yet generated revenue from mineral sales or operations[221](index=221&type=chunk) [Overview](index=45&type=section&id=Overview) CORE is an exploration-stage company focused on gold, silver, and copper in Alaska, relying on capital raises for funding - The Company engages in exploration for gold, silver, and copper ores in Alaska, with its largest asset being a **30.0% membership interest** in Peak Gold, LLC (Manh Choh Project)[220](index=220&type=chunk) - Neither the Company nor the Peak Gold JV has commenced producing commercially marketable minerals or generated revenue from mineral sales or operations to date[221](index=221&type=chunk) - The Company's ability to continue as a going concern is dependent on its ability to raise capital to fund future exploration and working capital requirements[221](index=221&type=chunk) [General and Administrative Expense](index=45&type=section&id=General%20and%20Administrative%20Expense) General and administrative expenses decreased from **$10.3 million** in FY2022 to **$9.1 million** in FY2023 General and Administrative Expense | Expense Category | Fiscal Year Ended June 30, 2023 (in millions) | Fiscal Year Ended June 30, 2022 (in millions) | | :------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | General and Administrative Expense | $9.1 | $10.3 | | Stock-based compensation | $2.9 | $4.0 | | Bonuses paid | $0 | $0.5 | - The decrease in general and administrative expenses was primarily driven by a reduction in stock-based compensation and the absence of bonus payments in the current fiscal year[222](index=222&type=chunk) [Interest Expense](index=45&type=section&id=Interest%20Expense) Interest expense significantly increased from **$330,047** in FY2022 to **$2.0 million** in FY2023 due to new debt Interest Expense | Fiscal Year Ended June 30, 2023 | Fiscal Year Ended June 30, 2022 | | :------------------------------ | :------------------------------ | | $2.0 million | $330,047 | - The increase in interest expense is due to a full year of interest on the convertible debenture and interest from the **$10 million** draw-down on the senior secured loan facility[223](index=223&type=chunk) [Claim Rentals Expense](index=45&type=section&id=Claim%20Rentals%20Expense) Claim rental expense decreased from **$0.6 million** in FY2022 to **$0.5 million** in FY2023 due to relinquishing acreage Claim Rental Expense | Fiscal Year Ended June 30, 2023 | Fiscal Year Ended June 30, 2022 | | :------------------------------ | :------------------------------ | | $0.5 million | $0.6 million | - The decrease in claim rental expense is primarily due to the relinquishment of approximately **69,000 acres** on the Eagle/Hona prospect in November 2022[245](index=245&type=chunk) [Loss from Equity Investment in the Peak Gold JV](index=45&type=section&id=Loss%20from%20Equity%20Investment%20in%20the%20Peak%20Gold%20JV) Loss from equity investment in Peak Gold JV significantly increased from **$3.7 million** in FY2022 to **$21.1 million** in FY2023 Loss from Equity Investment in Peak Gold JV | Fiscal Year Ended June 30, 2023 | Fiscal Year Ended June 30, 2022 | | :------------------------------ | :------------------------------ | | $21.1 million | $3.7 million | - The Company invested **$21.1 million** in the Peak Gold JV during FY2023, compared to **$3.7 million** in FY2022, to fund joint venture operations[246](index=246&type=chunk) - As of June 30, 2023, the Company's cumulative investment in the Peak Gold JV is **$40.5 million**, and suspended losses (cumulative loss exceeding investment) totaled **$4.3 million**[246](index=246&type=chunk)[382](index=382&type=chunk)[356](index=356&type=chunk) [Liquidity and Capital Resources](index=46&type=section&id=Liquidity%20and%20Capital%20Resources) The Company's liquidity includes **$11.9 million** cash, a **$70 million** loan facility, and **$28.3 million** from a public offering, with future needs for Peak Gold JV capital calls Cash and Financing Activities | Metric | Amount (as of/for FY2023) | | :-------------------------------------- | :------------------------ | | Cash (as of June 30, 2023) | $11.9 million | | Senior Secured Loan Facility (May 2023) | Up to $70 million | | Initial Draw on Term Loan Facility | $10 million | | Underwritten Public Offering (July 2023)| $28.3 million (net) | | December 2022 Private Placement | $5.6 million (net) | | January 2023 Private Placement | $2.3 million (net) | | ATM Offering (as of June 30, 2023) | $4.1 million (net) | | Convertible Debenture (April 2022) | $20 million | - The Peak Gold JV Management Committee approved a **$180 million** budget for 2023, with the Company's share being approximately **$54 million**. The Company has funded **$36.5 million** of this budget to date[26](index=26&type=chunk)[303](index=303&type=chunk)[275](index=275&type=chunk) - Future cash needs will primarily relate to Peak Gold JV capital calls, exploration of Contango Properties, and general and administrative expenses[227](index=227&type=chunk)[304](index=304&type=chunk) - If the Company cannot fund its proportionate share of the Peak Gold JV budget, its membership interest would be diluted. The ability to raise additional financing depends on capital market conditions, exploration results, and metal prices[46](index=46&type=chunk)[227](index=227&type=chunk)[228](index=228&type=chunk)[304](index=304&type=chunk)[456](index=456&type=chunk) [Off-Balance Sheet Arrangements](index=48&type=section&id=Off-Balance%20Sheet%20Arrangements) The Company has no off-balance sheet arrangements - The Company has no off-balance sheet arrangements[229](index=229&type=chunk) [Critical Accounting Estimates](index=48&type=section&id=Critical%20Accounting%20Estimates) Consolidated financial statements require significant estimates and judgments, particularly for asset acquisitions and contingent consideration - The preparation of consolidated financial statements requires management to make estimates and judgments, particularly regarding business combinations, property and equipment, asset retirement obligations, contingent consideration, deferred income tax assets, and derivative instruments[230](index=230&type=chunk)[278](index=278&type=chunk) - The Company accounts for asset acquisitions (not deemed business combinations) based on the cost to acquire assets, including transaction costs. Contingent consideration for asset acquisitions is recognized when payment is probable and estimable, measured at fair value, and included in the asset acquisition cost[253](index=253&type=chunk)[336](index=336&type=chunk) - The fair value of contingent consideration, such as that related to the Lucky Shot acquisition, is estimated using probabilities of reaching milestone payment thresholds and discounted to present value, making it sensitive to changes in these estimates[253](index=253&type=chunk)[309](index=309&type=chunk)[353](index=353&type=chunk) [Recently Issued Accounting Pronouncements](index=49&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) The Company adopted ASU 2020-06, simplifying accounting for certain financial instruments, with other pronouncements having no significant impact - The Company adopted ASU 2020-06, which simplifies accounting for certain financial instruments, effective January 1, 2022[313](index=313&type=chunk) - ASU 2020-06 eliminates the separation of beneficial conversion and cash conversion features from convertible instruments and simplifies equity classification guidance for contracts in an entity's own equity[313](index=313&type=chunk) - The Company has evaluated all other recent accounting pronouncements and believes none will have a significant effect on its consolidated financial statements[340](index=340&type=chunk) [Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=49&type=section&id=Item%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This item is not applicable to the Company - This item is not applicable[281](index=281&type=chunk) [Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](index=49&type=section&id=Item%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This section presents the Company's audited consolidated financial statements for FY2023 and FY2022, prepared in conformity with US GAAP - The consolidated financial statements, including Balance Sheets, Statements of Operations, Cash Flows, and Stockholders' Equity (Deficit), are presented for the fiscal years ended June 30, 2023 and 2022[205](index=205&type=chunk)[271](index=271&type=chunk)[327](index=327&type=chunk) - The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP) and have been audited by Moss Adams LLP[207](index=207&type=chunk)[276](index=276&type=chunk) - The Company reported a net loss of **$39,741,300** for the year ended June 30, 2023, compared to **$23,506,650** for the year ended June 30, 2022[185](index=185&type=chunk) [Report of Independent Registered Public Accounting Firm](index=58&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Moss Adams LLP issued an unqualified opinion on the Company's consolidated financial statements for FY2023 and FY2022 - Moss Adams LLP audited the consolidated financial statements of Contango Ore, Inc. and subsidiaries for the years ended June 30, 2023 and 2022[207](index=207&type=chunk) - The firm issued an unqualified opinion, stating that the financial statements present fairly, in all material respects, the consolidated financial position, results of operations, and cash flows in conformity with US GAAP[207](index=207&type=chunk) - No critical audit matters were identified during the audit[211](index=211&type=chunk) [Consolidated Balance Sheets](index=59&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2023, total assets were **$25.66 million**, liabilities **$30.44 million**, and equity a **$4.77 million** deficit Consolidated Balance Sheets (as of June 30) | ASSETS | 2023 ($) | 2022 ($) | | :----------------------------------------------------------------------------------------------------------------------- | :----------- | :----------- | | **CURRENT ASSETS:** | | | | Cash | 11,646,194 | 23,095,101 | | Restricted cash | 231,000 | 231,000 | | Prepaid expenses and other | 413,907 | 453,353 | | Total current assets | 12,291,101 | 23,779,454 | | **LONG-TERM ASSETS:** | | | | Investment in Peak Gold, LLC | — | — | | Property & equipment, net | 13,371,638 | 13,514,531 | | Total long-term assets | 13,371,638 | 13,514,531 | | **TOTAL ASSETS** | **25,662,739** | **37,293,985** | | | | | | **LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)** | | | | **CURRENT LIABILITIES:** | | | | Accounts payable | 220,755 | 633,856 | | Accrued liabilities | 2,077,870 | 870,981 | | Total current liabilities | 2,298,625 | 1,504,837 | | **NON-CURRENT LIABILITIES:** | | | | Advance royalty reimbursement | 1,200,000 | 1,200,000 | | Asset retirement obligations | 239,942 | 228,082 | | Contingent consideration liability | 1,240,563 | 1,847,063 | | Debt, net | 25,457,047 | 19,239,960 | | Total non-current liabilities | 28,137,552 | 22,515,105 | | **TOTAL LIABILITIES** | **30,436,177** | **24,019,942** | | **STOCKHOLDERS' EQUITY (DEFICIT):** | | | | Common Stock | 77,817 | 68,604 | | Additional paid-in capital | 93,424,283 | 74,057,859 | | Treasury stock at cost | — | (2,318,182) | | Accumulated deficit | (98,275,538) | (58,534,238) |\n| **STOCKHOLDERS' EQUITY (DEFICIT)** | **(4,773,438)**| **13,274,043** | | **TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)** | **25,662,739** | **37,293,985** | [Consolidated Statements of Operations](index=60&type=section&id=Consolidated%20Statements%20of%20Operations) For FY2023, the Company reported a net loss of **$39.74 million**, driven by increased Peak Gold JV losses and higher interest expense Consolidated Statements of Operations (Year Ended June 30) | EXPENSES: | 2023 ($) | 2022 ($) | | :------------------------------------------------------------------------ | :----------- | :----------- | | Claim rental expense | (526,279) | (621,298) | | Exploration expense | (7,878,863) | (8,517,938) | | De

Financial Performance - The loss from the Company's equity investment in the Peak Gold JV for Q1 2023 was $5.1 million, compared to $1.5 million in Q1 2022, reflecting increased costs as the JV moved into the development phase[130]. - Exploration expenses for the nine months ended March 31, 2023, were $6.9 million, up from $4.2 million for the same period in 2022, primarily due to work on the Lucky Shot Property[133]. - General and administrative expenses for the nine months ended March 31, 2023, were $6.6 million, down from $8.0 million in the prior year, mainly due to reduced stock-based compensation[134]. - The loss from the Company's equity investment in the Peak Gold JV for the nine months ended March 31, 2023, was $14.4 million, compared to $3.7 million for the same period in 2022[135]. - The cumulative losses from the Peak Gold JV that exceed the Company's investment amount to $9.6 million as of March 31, 2023[130]. - As of March 31, 2023, the Company had approximately $3.1 million in cash[138]. Project Development - The Peak Gold JV has approved a budget of $42.7 million for the first and second quarters of 2023, with the company's share being $12.8 million[105]. - The Manh Choh Project is on track for first gold production in the second half of 2024, with mine site construction pending the issuance of the mine operating permit[105]. - The company completed 29 exploration drill holes at the Lucky Shot Property, all intersecting the vein structure, with plans for an initial resource estimate[106]. - The company has a 30.0% membership interest in the Peak Gold JV, which holds approximately 675,000 acres for exploration and development[109]. - The Peak Gold JV has entered into an Ore Haul Agreement with Black Gold Transport for transporting ore to the Fort Knox Mill complex[104]. - The Company has exceeded the required $10 million in expenditures on the Lucky Shot Property within the 36-month period following the acquisition[120]. - The Company anticipates completing follow-up geological mapping and sampling at the Eagle/Hona Property in summer 2023[107]. Funding and Capital - The Company received $32.4 million in cash consideration from the Kinross Transactions, including a $1.2 million reimbursement prepayment related to silver royalty payments[119]. - The Company will pay CRH up to $10 million in additional consideration based on production milestones from the Lucky Shot Property, with the first threshold set at 500,000 ounces of gold or 30,000 ounces of gold production[120]. - The Company entered into a project finance mandate for a US$70 million senior secured loan facility to fund its portion of the pre-production construction for the Peak Gold JV[145]. - The Company anticipates that the proposed secured credit facility will provide a substantial portion of the capital necessary to fund its 30% share of the projected budget for the Manh Choh mine[145]. - The Company has raised approximately $5.6 million from a private placement in December 2022 and $2.3 million in January 2023, to fund exploration and development programs[142]. - A total of 313,000 warrants were exercised, resulting in $6.9 million in cash to the Company[142]. - The Company may need to raise additional capital through equity or debt issuances in the next six months to fund its share of future Peak Gold JV exploration and operating costs[147]. Regulatory and Compliance - The Tetlin Lease requires the Peak Gold JV to pay a production royalty ranging from 2.25% to 4.25% after production begins, with an advance minimum royalty of approximately $75,000 per year[114][116]. - The Company incurred a claim rental expense of $126,452 for Q1 2023, a decrease from $157,162 in Q1 2022, following the relinquishment of approximately 69,000 acres[127]. - Interest expense for Q1 2023 was $0.4 million, which includes interest related to a $20 million unsecured convertible debenture closed in April 2022[131]. Shareholder Alignment - As of March 31, 2023, the company's directors and executives own approximately 22.8% of the company's common stock, aligning their interests with shareholders[111].

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Presents Contango ORE, Inc.'s unaudited condensed consolidated financial statements for periods ended December 31, 2022, covering balance sheets, operations, cash flows, and equity [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased from **$37.3 million** to **$23.3 million** by December 31, 2022, primarily due to reduced cash, resulting in an equity deficit Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | December 31, 2022 ($) | June 30, 2022 ($) | | :--- | :--- | :--- | | **Total Current Assets** | 9,812,750 | 23,779,454 | | Cash | 8,765,154 | 23,095,101 | | **Total Assets** | **23,259,572** | **37,293,985** | | **Total Current Liabilities** | 1,405,514 | 1,504,837 | | Debt, net (Non-current) | 19,350,322 | 19,239,960 | | **Total Liabilities** | **24,036,955** | **24,019,942** | | **Total Stockholders' Equity/(Deficit)** | **(777,383)** | **13,274,043** | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net loss significantly increased for periods ended December 31, 2022, primarily due to higher Peak Gold JV losses and exploration expenses Statement of Operations Summary (Unaudited) | Metric | Three Months Ended Dec 31, 2022 ($) | Three Months Ended Dec 31, 2021 ($) | Six Months Ended Dec 31, 2022 ($) | Six Months Ended Dec 31, 2021 ($) | | :--- | :--- | :--- | :--- | :--- | | Exploration Expense | (2,219,913) | (1,219,437) | (6,616,483) | (2,165,682) | | General & Administrative Expense | (2,176,097) | (2,796,664) | (4,600,164) | (4,766,933) | | Loss from equity investment in Peak Gold, LLC | (9,310,000) | (743,000) | (9,310,000) | (2,188,000) | | **Net Loss** | **(14,308,531)** | **(4,875,039)** | **(21,400,301)** | **(9,447,252)** | | **Loss Per Share (Basic & Diluted)** | **(2.10)** | **(0.72)** | **(3.15)** | **(1.41)** | [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash decreased by **$14.2 million** for the six months ended December 31, 2022, primarily from operating and investing activities, ending with **$9.0 million** cash Cash Flow Summary for Six Months Ended December 31 (Unaudited) | Cash Flow Activity | 2022 ($) | 2021 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | (10,545,717) | (5,427,421) | | Net cash used by investing activities | (9,310,000) | (7,581,318) | | Net cash provided by financing activities | 5,525,770 | (112,867) | | **Net Decrease in Cash** | **(14,239,947)** | **(13,121,606)** | | **Cash and Restricted Cash, End of Period** | **8,996,154** | **22,098,982** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the company's business, accounting policies, and financial items, covering Peak Gold JV, Lucky Shot Property, compensation, and convertible debenture - The company engages in gold ore exploration in Alaska through three primary means: a **30% interest** in the Peak Gold JV (Manh Choh Project), the wholly-owned Lucky Shot Property, and the wholly-owned Minerals Property[22](index=22&type=chunk)[30](index=30&type=chunk) - The company's investment in the Peak Gold JV has a balance of **zero** as of December 31, 2022, because the company's share of cumulative losses (**$43.2 million**) exceeded its total investment (**$28.7 million**); suspended losses to be recognized against future earnings are approximately **$14.5 million**[37](index=37&type=chunk) - In December 2022, the company completed a private placement, issuing **283,500 shares** of common stock at **$20.00 per share** and warrants, raising net proceeds of approximately **$5.6 million**[42](index=42&type=chunk)[44](index=44&type=chunk) - The company acquired the Lucky Shot Property with an initial payment and a promissory note, plus contingent consideration of up to **$18.75 million** in cash and stock, payable upon meeting specific mineral resource or production milestones[55](index=55&type=chunk)[56](index=56&type=chunk) - On April 26, 2022, the company closed a **$20 million** unsecured convertible debenture with an **8% annual interest rate**, a **four-year maturity**, and a conversion price of **$30.50 per share**[85](index=85&type=chunk)[86](index=86&type=chunk) - Subsequent to the quarter end, on January 19, 2023, the company completed another private placement, issuing **117,500 shares** at **$20.00 per share** and warrants, raising net proceeds of approximately **$2.3 million**[89](index=89&type=chunk)[91](index=91&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses operational overview, strategic direction, and financial performance, highlighting Manh Choh Project advancement, Lucky Shot exploration, increased net losses, and liquidity strategies [Overview](index=21&type=section&id=Overview) The company focuses on gold exploration in Alaska, with the Manh Choh Project targeting production in H2 2024 and ongoing exploration at Lucky Shot Property - The Manh Choh Project is in development, with a plan to mine ore and process it at the Fort Knox complex, targeting first gold production in the **second half of 2024**[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk) - At the Lucky Shot Property, an exploration program involving **29 drill holes** was completed in November 2022, with assay results pending for an initial resource estimate and follow-up planning[103](index=103&type=chunk) - The Peak Gold JV management committee approved a **$13.6 million** budget for Q1 2023, with CORE's share being **$2.7 million**, primarily for access road and camp construction for the Manh Choh project[102](index=102&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) Net loss significantly increased for periods ended December 31, 2022, primarily due to higher exploration expenses and increased Peak Gold JV losses Comparison of Results for the Three Months Ended December 31 | Expense/Loss Item ($ in millions) | 2022 | 2021 | Change Driver | | :--- | :--- | :--- | :--- | | Exploration Expense | 2.2 | 1.2 | Increased activity at Lucky Shot Property | | General & Administrative Expense | 2.2 | 2.8 | Decrease in stock-based compensation | | Loss from Equity Investment in Peak Gold JV | 9.3 | 0.7 | Higher cash needs as project moves to development | Comparison of Results for the Six Months Ended December 31 | Expense/Loss Item ($ in millions) | 2022 | 2021 | Change Driver | | :--- | :--- | :--- | :--- | | Exploration Expense | 6.6 | 2.2 | Increased activity at Lucky Shot Property | | General & Administrative Expense | 4.6 | 4.8 | Decrease in stock-based compensation | | Loss from Equity Investment in Peak Gold JV | 9.3 | 2.2 | Higher cash needs as project moves to development | [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) As of December 31, 2022, the company had **$9.0 million** in cash, funding Peak Gold JV and exploration through recent capital raises, with potential JV dilution risk - The company held approximately **$9.0 million** in cash as of December 31, 2022[146](index=146&type=chunk) - Recent financing activities include a **$20 million** convertible debenture in April 2022, a **$5.6 million** private placement in December 2022, and a **$2.3 million** private placement in January 2023[145](index=145&type=chunk)[146](index=146&type=chunk) - Future cash needs are primarily for capital calls from the Peak Gold JV and exploration of Contango Properties, with potential dilution of its Peak Gold JV interest if it cannot fund its proportionate share of approved budgets[147](index=147&type=chunk)[148](index=148&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is exempt from providing quantitative and qualitative disclosures about market risk as a "smaller reporting company" - As a "smaller reporting company," the Company is exempt from providing quantitative and qualitative disclosures about market risk[150](index=150&type=chunk) [Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of December 31, 2022, with no material changes in internal control over financial reporting - The company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective as of December 31, 2022[151](index=151&type=chunk) - No material changes to the company's internal control over financial reporting occurred during the quarter ended December 31, 2022[152](index=152&type=chunk) [PART II – OTHER INFORMATION](index=28&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) The company is not a party to any material legal proceedings and is unaware of any contemplated proceedings that would materially affect its financial condition - As of the filing date, the company is not involved in any material legal proceedings[155](index=155&type=chunk) [Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred in the company's risk factors since the Annual Report on Form 10-K for the fiscal year ended June 30, 2022 - No material changes have occurred in the company's risk factors since the Annual Report on Form 10-K for the year ended June 30, 2022[156](index=156&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - None reported for the period[157](index=157&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reported no mine safety disclosures for the period - None reported for the period[158](index=158&type=chunk) [Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The company reported no other information for the period - None reported for the period[159](index=159&type=chunk) [Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed as part of the Form 10-Q, including corporate governance documents, private placement agreements, and officer certifications - Exhibits filed include certifications by the Principal Executive Officer and Principal Financial Officer, as well as documents related to recent private placements such as subscription agreements and forms of warrants[162](index=162&type=chunk)