Financial Performance - Net loss for the three months ended September 30, 2024, was $9.71 million, compared to a loss of $13.15 million for the same period in 2023, reflecting a 26% improvement[9]. - The net loss for the nine months ended September 30, 2024, was $48,755,408, compared to a net loss of $31,490,226 for the same period in 2023, representing a 55% increase in losses[13]. - Basic net loss per share for the three months ended September 30, 2024, was $(0.81), compared to $(1.47) for the same period in 2023[33]. - Basic net loss per share for the nine months ended September 30, 2024, was $(4.67), compared to $(3.93) for the same period in 2023[33]. Assets and Liabilities - Total assets increased to $158.33 million as of September 30, 2024, compared to $58.59 million as of December 31, 2023, representing a growth of 169%[6]. - Current assets rose to $37.48 million from $16.85 million, a 122% increase[6]. - Total liabilities surged to $168.55 million from $73.14 million, marking a 130% increase[5]. - The company’s total stockholders' equity improved to a deficit of $10.22 million from a deficit of $14.54 million[5]. - The accumulated deficit increased to $187,797,254 as of September 30, 2024, compared to $111,424,765 as of September 30, 2023[15]. Cash Flow and Financing - Cash and restricted cash at the end of the period totaled $36.40 million, up from $18.74 million, a 94% increase[12]. - Cash provided by operating activities was $10,639,082 for the nine months ended September 30, 2024, compared to cash used in operating activities of $(7,684,867) for the same period in 2023[13]. - Cash proceeds from debt issuance amounted to $30 million during the financing activities[11]. - The company raised approximately $28.2 million from the July 2023 Offering of 1,600,000 shares at a price of $19.00 per share[37]. - The company completed a public offering of 731,750 units at a price of $20.50 per unit, resulting in net proceeds of $13.7 million after underwriting discounts and commissions[36]. Investments and Acquisitions - Cash invested in Peak Gold, LLC was $31.29 million for the nine months ended September 30, 2024[10]. - The company issued shares for acquisitions totaling $35,331,402 during the nine months ended September 30, 2024[14]. - The total consideration for the HighGold Acquisition was approximately $35,000,000, including $33,800,000 in shares and $1,200,000 in direct transaction costs[112]. - The Avidian Alaska Acquisition had a total purchase price of $2,063,539, consisting of $400,000 in cash and $1,663,539 in shares[111]. Operational Highlights - The Manh Choh Project began production in early Q3 2024, with a total of $31.3 million in capital calls already funded by the Company as of September 30, 2024[21]. - The Peak Gold JV reported revenue of $225.7 million and a net income of $95.1 million for the three months ended September 30, 2024, compared to a loss of $4.6 million in the same period of 2023[30]. - The Company's share of the Peak Gold JV's net income for the three months ended September 30, 2024, was approximately $28.5 million, a significant improvement from a loss of $1.4 million in the same period of 2023[30]. - The Peak Gold JV issued a cash distribution of $19.5 million in Q3 2024, whereas no distributions were made in Q3 2023[146]. Debt and Interest - As of September 30, 2024, the Company had total net debt of $73,862,344, an increase from $44,679,859 as of December 31, 2023[68]. - The principal amount of the secured debt facility increased to $58,000,000 as of September 30, 2024, up from $30,000,000 as of December 31, 2023[68]. - The Company recognized interest expense totaling $7.2 million related to its debt for the nine months ended September 30, 2024, compared to $0.5 million for the same period in 2023[75]. - Interest expense for Q3 2024 was $3.7 million, compared to $1.0 million in Q3 2023, reflecting a drawdown increase from $20 million to $58 million on the Facility[147]. Stock and Shareholder Information - The company reported a weighted average of 11,973,992 common shares outstanding for the three months ended September 30, 2024[9]. - The balance of common shares increased to 12,226,238 as of September 30, 2024, from 9,395,112 as of September 30, 2023[15]. - As of September 30, 2024, the company had 12,223,758 shares of common stock outstanding, including 437,089 shares of unvested restricted stock[34]. - The company has $32.8 million of common stock remaining available for sale under the ATM Program as of September 30, 2024[35]. Taxation - The Company recognized a federal income tax expense of $507,880 and a state income tax expense of $210,947 for the three and nine months ended September 30, 2024, compared to $0 for the same periods in 2023[67]. - The effective tax rate for the three and nine months ended September 30, 2024, was (1.51)%, while it was 0% for the same periods in 2023[67]. Risks and Contingencies - The Company anticipates potential delays or changes in plans regarding exploration or development projects due to various operational risks[117]. - The Company’s operational risks include fluctuations in gold prices and the ability to raise capital for future expenditures[119]. - The Company has a contingent consideration liability of $1,100,480 related to the Lucky Shot Property, dependent on production milestones[105].

Gold Production and Sales - Contango reported a total gold production of 31,000 ounces to date in 2024, with a year-end guidance of 30,000 to 40,000 ounces[10]. - The average blended realized gold price for Q3 was $2,253 per ounce, with total gold sales amounting to $62.34 million[10]. - The Manh Choh Mine achieved a gold recovery average of 95% in Campaign 1 and 92% in Campaign 2, producing 55,000 ounces and 49,000 ounces of gold respectively[9]. - The estimated annual production from the Manh Choh Mine is projected to be 67,500 GEO, generating over $75 million at a blended gold price of $2,175[7]. - The first gold pour from the Manh Choh project is scheduled for July 8, 2024, with campaign 1 gold sales estimated at $36 million USD[41]. - Contango sold $36 million worth of gold during Campaign 1 and expects to generate over $60 million in free cash flow per year from the Manh Choh project[58]. Financial Position and Projections - Contango's cash position stands at $36 million, with a projected cash distribution of $19.5 million from the Peak Gold JV[4][10]. - The company aims to pay down its credit facility to $52 million in 2024 and eliminate debt by 2025[23]. - Contango's 2024 All-In Sustaining Cost (AISC) is projected at $1,116 per ounce, positioning it favorably compared to peers[12]. - At a gold price of $1,920 per ounce, Contango expects annual revenue exceeding $129 million and cash flow of over $54 million[65]. - Contango's ownership in the Manh Choh project is 30%, with projected revenue of $102.6 million at a gold price of $1,520 per ounce[65]. Project Development and Resources - The Lucky Shot and Johnson Tract projects are being advanced towards production, with a target of approximately 60,000 ounces in 2025[23]. - Lucky Shot Mine has a current resource of 110,000 GEO at a grade of 14.5 g/t, with a target annual production of 30,000 to 40,000 GEO over the next 2-3 years[30]. - Johnson Tract Project has a current resource of 1.1 million ounces at a grade of 9.4 g/t, aiming for an annual production target of 150,000 GEO within five years[30]. - The total inferred resource at Lucky Shot is 226,963 tonnes at an average grade of 14.5 g/t, equating to 105,620 ounces[26]. - Proven reserves at the Manh Choh project total 1,181,000 tonnes with an average gold grade of 7.9 g/t, equating to 299,000 ounces of gold[66]. - Measured and indicated resources at the Manh Choh project amount to 254,000 tonnes with an average gold grade of 2.4 g/t, totaling 20,000 ounces of gold[71]. - Inferred resources at the Johnson Tract project are 706,000 tonnes with a gold grade of 1.4 g/t, yielding 31,000 ounces of gold[71]. - The Johnson Tract deposit features a hybrid epithermal-VMS model, indicating a complex geological structure[61]. Exploration and Drilling Programs - The company plans to conduct a 15,000-meter in-fill drill program at Lucky Shot to define high-grade ore shoots and support resource definition[28]. - The Johnson Tract drill program includes a 3,000m oriented core program with 10 holes, targeting the upper third of the resource to upgrade its category[59]. - The 2024 infill drilling program aims to upgrade inferred resources to indicated resources and improve overall resource classification[38]. Environmental and Operational Strategy - Contango Ore is building its strategy around high-grade resources and responsible practices, aiming for minimal environmental impact and efficient permitting processes[44]. - The company is focused on minimizing environmental footprint and lowering permitting risk through its innovative business model[58]. - Future guidance includes a commitment to sustainable practices, aiming for a K% reduction in carbon footprint by 2025[10]. Market Position and Ownership - The company has a fully diluted share count of 13.1 million, with a market capitalization of $222 million[4]. - Contango's institutional ownership is at 21%, with significant holdings from major mutual funds including Blackrock and Vanguard[5]. - The company holds a 30% ownership stake in the reported mineral reserves and resources[67]. Revenue and User Growth - The company reported a significant increase in revenue, achieving a total of $X million for the quarter, representing a Y% growth year-over-year[1]. - User data indicates a growth in active users, reaching Z million, which is an increase of A% compared to the previous quarter[2]. - The company provided an optimistic outlook for the next quarter, projecting revenue growth of B% and an increase in user engagement metrics[3]. - New product launches are expected to contribute an additional C million in revenue, with anticipated market penetration of D%[4]. - The company is investing in new technology development, allocating E million towards R&D initiatives aimed at enhancing operational efficiency[5]. - Market expansion efforts are underway, with plans to enter F new regions by the end of the fiscal year, targeting a market share increase of G%[6]. - The company is considering strategic acquisitions to bolster its market position, with potential targets identified that could add H million in annual revenue[7]. - Other new strategies include enhancing customer service capabilities, which are projected to improve customer satisfaction scores by I%[8]. - The company has reported a decrease in operational costs by J%, contributing to improved profit margins[9].

Core Viewpoint - Contango ORE, Inc. reported significant progress in gold production and financial performance for Q3-2024, driven by the commencement of operations at the Manh Choh project and positive cash flow from ongoing activities [1][4]. Financial Performance - The company reported total gold sales of $62.34 million and silver sales of $0.25 million for the quarter [2]. - As of September 30, 2024, the unrestricted cash position was $36.2 million, an increase from $24.1 million as of June 30, 2024, and $15.5 million as of December 31, 2023 [3]. - For YTD-2024, net cash provided from operating activities was $10.6 million, compared to a net cash used of $7.7 million for YTD-2023, primarily due to gold production at Manh Choh and a cash distribution of $19.5 million from the Peak Gold JV [5]. Production and Sales - The company sold 27,677 ounces of gold and 8,343 ounces of silver during the quarter [2]. - Average blended gold price realized was $2,252 per ounce, with cash costs on a by-product basis at $1,181 per ounce, resulting in an average blended cash profit of $1,072 per ounce [4][7]. Loss and Derivative Contracts - The company reported a net loss of $9.7 million for Q3-2024, which included a non-cash expense of $22.9 million related to unrealized losses on derivative contracts [6]. - This loss was an improvement compared to a net loss of $13.2 million in Q3-2023, attributed to the commencement of production at Manh Choh [6]. Project Updates - The Manh Choh project commenced gold production on July 8, 2024, and is on track to meet production guidance of 30,000 to 40,000 ounces for 2024 [8]. - The Johnson Tract project saw the completion of a surface drilling campaign targeting 3,000 meters, with 1,500 meters completed by September 9, 2024 [9]. Future Plans - The company plans to provide formal production guidance for 2025 and advance its Lucky Shot and Johnson Tract projects towards a production decision [4]. - A conference call to discuss quarterly results is scheduled for November 15, 2024 [10]. Company Overview - Contango ORE, Inc. is engaged in the exploration of gold and associated minerals in Alaska, holding a 30% interest in the Peak Gold JV and additional projects in the region [11].

Fairbanks, Alaska--(Newsfile Corp. - November 11, 2024) - Contango Ore Inc (NYSE American: CTGO) is pleased to announce its participation at the upcoming New Orleans Investment Conference on Thursday, November 21st at the Hilton New Orleans Riverside. Rick Van Nieuwenhuyse, President & CEO of Contango Ore Inc will be doing an investor presentation and participating in 1-on-1 meetings with investors at the conference. The New Orleans Investment Conference gathers some of the world’s brightest and most succe ...

FAIRBANKS, AK, Nov. 7, 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 $12.0 million on October 24, 2024. These proceeds relate to Contango's 30% of profits from the processing of Manh Choh ore from Campaign #2. In total, Contango has received $31.5 million in cash distributions from the Peak Gold JV since commencing the processing of Manh Choh ore in July 2024.The Peak Gold JV has completed t ...

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 ...

[PART I – FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Unaudited condensed consolidated financial statements and detailed notes for Contango ORE, Inc. for Q1 2024 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This statement provides a snapshot of the company's assets, liabilities, and equity at specific points in time Condensed Consolidated Balance Sheets Summary | ASSETS/LIABILITIES & EQUITY | March 31, 2024 | December 31, 2023 | | :-------------------------- | :------------- | :---------------- | | **TOTAL ASSETS** | $66,159,103 | $58,591,628 | | **TOTAL LIABILITIES** | $100,208,923 | $73,136,173 | | **TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)** | $(34,049,820) | $(14,544,545) | - **Total Assets increased** by approximately **$7.57 million (12.9%)** from December 31, 2023, to March 31, 2024, primarily driven by an increase in Investment in Peak Gold, LLC[10](index=10&type=chunk) - **Total Liabilities significantly increased** by approximately **$27.07 million (37.0%)** over the quarter, leading to a larger stockholders' deficit[10](index=10&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This statement details the company's revenues, expenses, and net income or loss over a specific period Condensed Consolidated Statements of Operations Summary | Item | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :---------------------------------- | :-------------------------------- | :-------------------------------- | | Total expenses | $(2,712,892) | $(2,396,379) | | Total other income/(expense) | $(17,784,347) | $(5,529,108) | | NET LOSS | $(20,497,239) | $(7,925,487) | | Basic and diluted LOSS PER SHARE | $(2.14) | $(1.09) | - **Net Loss increased significantly** from **$(7.93) million** in Q1 2023 to **$(20.50) million** in Q1 2024, primarily due to a substantial unrealized loss on derivative contracts of **$(15.63) million** in Q1 2024[16](index=16&type=chunk) - **Loss per share more than doubled** from **$(1.09)** to **$(2.14)** year-over-year[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement reports the cash generated and used by the company from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows Summary | Cash Flow Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :---------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(4,414,297) | $(3,026,848) | | Net cash used by investing activities | $(15,457,500) | $(5,090,719) | | Net cash provided by financing activities | $11,986,321 | $2,271,504 | | NET DECREASE IN CASH | $(7,885,476) | $(5,846,063) | | CASH AND RESTRICTED CASH, END OF PERIOD | $7,851,915 | $3,150,091 | - **Net cash used in investing activities increased significantly** to **$(15.46) million** in Q1 2024, primarily due to increased cash invested in Peak Gold, LLC[20](index=20&type=chunk) - **Net cash provided by financing activities increased** to **$11.99 million** in Q1 2024, driven by cash proceeds from debt, partially offset by debt issuance costs[20](index=20&type=chunk) [Condensed Consolidated Statement of Stockholders' Equity (Deficit)](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Stockholders'%20Equity%20(Deficit)) This statement outlines changes in the company's equity accounts over a specific period Stockholders' Equity (Deficit) Changes | Item | Balance at December 31, 2023 | Balance at March 31, 2024 | | :---------------------------------- | :--------------------------- | :------------------------ | | Total Stockholders' Equity/(Deficit) | $(14,544,545) | $(34,049,820) | | Net loss for the period | — | $(20,497,239) | | Stock-based compensation | — | $670,625 | | Common stock issuance | — | $227,598 | - **The total stockholders' deficit increased** from **$(14.54) million** at December 31, 2023, to **$(34.05) million** at March 31, 2024, primarily due to the net loss for the period[24](index=24&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the condensed consolidated financial statements [1. Organization and Business](index=8&type=section&id=1.%20Organization%20and%20Business) This note describes the company's legal structure, primary business activities, and operational focus - **Contango ORE, Inc. (CORE) engages** in gold ore exploration and development in Alaska through its wholly-owned subsidiary Contango Minerals Alaska, LLC, a **30.0%** interest in Peak Gold, LLC (Manh Choh Project), and its wholly-owned subsidiary Contango Lucky Shot Alaska, LLC (Lucky Shot Property)[26](index=26&type=chunk)[30](index=30&type=chunk) - **The Manh Choh Project has commenced ore mining** and stockpiling at the Fort Knox facility, with production anticipated to begin early in Q3 2024. **All other projects are in the exploration stage**[31](index=31&type=chunk)[32](index=32&type=chunk) - **The Company changed its fiscal year end** from June 30 to December 31, effective December 31, 2023[36](index=36&type=chunk) [2. Basis of Presentation](index=10&type=section&id=2.%20Basis%20of%20Presentation) This note explains the accounting principles and conventions used in preparing the interim financial statements - **The unaudited condensed consolidated financial statements are prepared** in conformity with US GAAP for interim financial information and SEC rules, omitting some annual disclosure requirements. All necessary adjustments are included and are of a normal recurring nature[37](index=37&type=chunk) [3. Liquidity](index=10&type=section&id=3.%20Liquidity) This note discusses the company's ability to meet its short-term and long-term financial obligations - **The Company's primary cash needs are** for Peak Gold JV capital calls, Contango Properties exploration, debt repayment, and general & administrative expenses[38](index=38&type=chunk) - **As of March 31, 2024, the Company funded** **$62.7 million** of the 2023 and 2024 capital calls to the Peak Gold JV, with **$42.5 million** from the Secured Credit Facility[38](index=38&type=chunk) - **The Company believes it has sufficient capital**, including **$22.5 million** available under the Facility, to reach Manh Choh mine production (anticipated Q3 2024) and meet working capital requirements for the next **twelve months**[38](index=38&type=chunk) [4. Summary of Significant Accounting Policies](index=10&type=section&id=4.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting policies applied in the preparation of the financial statements - **There have been no changes to the Company's significant accounting policies** since the Form 10-KT for the six-month period ended December 31, 2023[39](index=39&type=chunk) [5. Investment in the Peak Gold JV](index=10&type=section&id=5.%20Investment%20in%20the%20Peak%20Gold%20JV) This note details the company's equity investment in the Peak Gold Joint Venture - **As of March 31, 2024, the Company held a** **30.0%** membership interest in the Peak Gold JV and had contributed approximately **$90.4 million**[40](index=40&type=chunk) Investment in Peak Gold, LLC Details | Item | Investment in Peak Gold, LLC | | :---------------------------------- | :--------------------------- | | Investment balance at December 31, 2023 | $28,064,405 | | Investment in Peak Gold, LLC (current period) | $15,450,000 | | Loss from equity investment in Peak Gold, LLC | $(140,253) | | Investment balance at March 31, 2024 | $43,374,152 | - **The Company's share of the Peak Gold JV's net loss** for the **three months** ended March 31, 2024, was approximately **$0.1 million**, a significant reduction from **$0.2 million** in the prior year, with no suspended losses as of March 31, 2024[43](index=43&type=chunk) [6. Prepaid Expenses and other assets](index=11&type=section&id=6.%20Prepaid%20Expenses%20and%20other%20assets) This note provides details on the nature and amounts of the company's prepaid expenses and other assets Prepaid Expenses and Other Assets Summary | Item | March 31, 2024 | December 31, 2023 | | :-------------------------- | :------------- | :---------------- | | Prepaid expenses and other | $1,189,852 | $1,112,910 | - **Prepaid expenses primarily consist** of prepaid insurance, surety bond deposits, and claim rentals[44](index=44&type=chunk) [7. Net Loss Per Share](index=11&type=section&id=7.%20Net%20Loss%20Per%20Share) This note explains the calculation of the company's basic and diluted net loss per share Net Loss Per Share Calculation | Item | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :---------------------------------- | :-------------------------------- | :-------------------------------- | | Net loss attributable to common stock | $(20,497,239) | $(7,925,487) | | Weighted Average Shares Outstanding | 9,587,113 | 7,243,345 | | Basic and Diluted Loss Per Share | $(2.14) | $(1.09) | - **Options and warrants to purchase** **501,000 shares** were outstanding but excluded from diluted EPS computation due to being anti-dilutive[46](index=46&type=chunk) [8. Stockholders' Equity (Deficit)](index=13&type=section&id=8.%20Stockholders'%20Equity%20(Deficit)) This note provides further details on the components and changes in the company's stockholders' equity or deficit - **As of March 31, 2024, the Company had** **9,613,604 shares** of common stock outstanding, including **429,153 shares** of unvested restricted stock, and **501,000 options** and warrants outstanding[48](index=48&type=chunk) - **Under the ATM Program, the Company sold** **11,022 shares** for approximately **$0.2 million** net proceeds in Q1 2024, with **$34.6 million** remaining available[49](index=49&type=chunk) - **The Rights Agreement, which provides** for preferred stock purchase rights under certain conditions, was extended to September 23, 2024[59](index=59&type=chunk)[63](index=63&type=chunk) [9. Property & Equipment](index=15&type=section&id=9.%20Property%20%26%20Equipment) This note details the company's property and equipment, including mineral properties, and related depreciation and impairment Property & Equipment Details | Asset Type | March 31, 2024 | December 31, 2023 | | :---------------------------------- | :------------- | :---------------- | | Mineral properties | $11,700,726 | $11,700,726 | | Land | $87,737 | $87,737 | | Buildings and improvements | $1,455,546 | $1,455,546 | | Machinery and equipment | $295,471 | $287,635 | | Vehicles | $135,862 | $135,862 | | Computer and office equipment | $23,235 | $23,571 | | Furniture & fixtures | $2,270 | $2,270 | | Less: Accumulated depreciation and amortization | $(271,860) | $(244,864) | | Less: Accumulated impairment | $(122,136) | $(122,136) | | Property & Equipment, net | $13,306,851 | $13,326,347 | - **Net Property & Equipment slightly decreased** from **$13.33 million** at December 31, 2023, to **$13.31 million** at March 31, 2024, primarily due to accumulated depreciation and amortization[64](index=64&type=chunk) [10. Related Party Transactions](index=15&type=section&id=10.%20Related%20Party%20Transactions) This note discloses transactions and arrangements with parties considered to be related to the company - **The Management Services Agreement with Juneau Exploration, L.P. (JEX), a company managed by the Company's Chairman, was terminated** on March 31, 2024, after a monthly fee reduction to **$3,000** in January 2023[64](index=64&type=chunk) - **A receivable of** **$217,000** from Rick Van Nieuwenhuyse (President and CEO) related to taxes from vested restricted shares was settled in April 2024[64](index=64&type=chunk) [11. Stock-Based Compensation](index=15&type=section&id=11.%20Stock-Based%20Compensation) This note describes the company's stock-based compensation plans and related expenses - **Stock-based compensation expense** for the **three months** ended March 31, 2024, was **$0.7 million**, up from **$0.6 million** in the prior year[67](index=67&type=chunk)[68](index=68&type=chunk) - **As of March 31, 2024, there were** **429,153 shares** of unvested restricted common stock outstanding and **100,000 options** to purchase common stock outstanding[67](index=67&type=chunk)[72](index=72&type=chunk) Unvested Restricted Stock Activity | Unvested Restricted Stock Activity | Shares | | :--------------------------------- | :----- | | Balance - January 01, 2024 | 433,528| | Restricted shares granted | 144,500| | Restricted shares vested | (148,875)| | Balance - March 31, 2024 | 429,153| [12. Commitments and Contingencies](index=18&type=section&id=12.%20Commitments%20and%20Contingencies) This note outlines the company's contractual obligations, legal proceedings, and other potential future liabilities - **The Peak Gold JV is required to spend** **$350,000 per year** in exploration costs on the Tetlin Lease until July 15, 2028, a requirement already satisfied for the next **four years**[78](index=78&type=chunk)[79](index=79&type=chunk) - **The Company has contingent consideration liabilities** related to the Lucky Shot Property, requiring payments of cash and common stock if specific gold resource or production milestones are met (e.g., **$5 million** cash and **$3.75 million** stock for **500,000 oz** gold resource or **30,000 oz** production)[80](index=80&type=chunk) - **Retention agreements for key executives** (Brad Juneau, Leah Gaines, Rick Van Nieuwenhuyse) provide for payments upon a change of control occurring before August 6, 2025[82](index=82&type=chunk)[84](index=84&type=chunk) [13. Income Taxes](index=20&type=section&id=13.%20Income%20Taxes) This note provides information on the company's income tax provisions, deferred tax assets, and effective tax rate - **The Company recognized a full valuation allowance** on its deferred tax asset and zero income tax expense for the **three months** ended March 31, 2024 and 2023, resulting in a **0%** effective tax rate[87](index=87&type=chunk) - **The Company forecasts a book loss** and immaterial taxable income for fiscal year 2024 due to limitations on federal and Alaska NOLs[87](index=87&type=chunk) [14. Debt](index=21&type=section&id=14.%20Debt) This note details the company's various debt instruments, including terms, principal amounts, and interest rates Debt Summary | Debt Component | March 31, 2024 | December 31, 2023 | | :---------------------------------- | :------------- | :---------------- | | Secured Debt Facility (Principal) | $42,500,000 | $30,000,000 | | Convertible Debenture (Principal) | $20,000,000 | $20,000,000 | | Total Debt, net | $57,078,008 | $44,679,859 | | Less current portion | $21,700,000 | $7,900,000 | | Non-current debt, net | $35,378,008 | $36,779,859 | - **The Company drew a total of** **$42.5 million** on the Secured Credit Facility as of March 31, 2024, with **$22.5 million** of unused borrowing commitments remaining[95](index=95&type=chunk)[99](index=99&type=chunk) - **The Convertible Debenture's interest rate was amended** from **8%** to **9% per annum** (**7%** cash, **2%** stock), and its maturity date was extended to May 26, 2028[102](index=102&type=chunk)[103](index=103&type=chunk) [15. Derivatives and Hedging Activities](index=25&type=section&id=15.%20Derivatives%20and%20Hedging%20Activities) This note describes the company's use of derivative financial instruments and their impact on financial results - **The Company entered into hedging agreements** for the sale of **124,600 ounces** of gold at a weighted average price of **$2,025 per ounce**, representing approximately **45%** of its projected production from the Manh Choh mine[108](index=108&type=chunk) - **Derivatives are not designated as hedges**, and changes in their fair value are recorded directly in earnings. An unrealized loss of **$(15,625,330)** was recognized for the **three months** ended March 31, 2024[110](index=110&type=chunk)[116](index=116&type=chunk) Gold Hedging Contracts | Year | Commodity | Volume (ounces) | Weighted Average Price ($/oz) | | :--- | :-------- | :-------------- | :---------------------------- | | 2024 | Gold | 21,100 | $2,025 | | 2025 | Gold | 62,400 | $2,025 | | 2026 | Gold | 41,100 | $2,025 | [16. Fair Value Measurement](index=28&type=section&id=16.%20Fair%20Value%20Measurement) This note explains the methodologies and inputs used to measure the fair value of financial instruments - **The Company measures derivative financial instruments** and contingent consideration liabilities at fair value on a recurring basis, classifying them within a **three-level** hierarchy based on input observability[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk) Financial Liabilities Fair Value Measurement | Financial Liabilities (March 31, 2024) | Level 1 | Level 2 | Level 3 | | :------------------------------------- | :------ | :------------ | :---------- | | Derivative Liability - current | $— | $9,494,487 | $— | | Derivative Liability - noncurrent | $— | $29,548,624 | $— | | Contingent consideration liability - noncurrent | $— | $— | $1,100,480 | [17. General and Administrative Expenses](index=29&type=section&id=17.%20General%20and%20Administrative%20Expenses) This note provides a breakdown of the company's general and administrative expenses General and Administrative Expenses Breakdown | Expense Category | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :---------------------------------- | :-------------------------------- | :-------------------------------- | | Marketing and investor relations | $80,995 | $122,493 | | Office and administrative costs | $62,543 | $38,179 | | Insurance | $323,166 | $222,455 | | Professional fees | $418,808 | $203,688 | | Regulatory fees | $107,893 | $79,430 | | Salaries and benefits | $563,144 | $482,370 | | Stock-based compensation | $670,625 | $607,818 | | Travel | $90,821 | $39,488 | | Director fees | $150,000 | $185,000 | | Total | $2,467,995 | $1,980,921 | - **Total general and administrative expenses increased** by approximately **$0.49 million (24.6%)** year-over-year, driven by higher professional fees, insurance, and salaries/benefits[136](index=136&type=chunk) [18. Subsequent Events](index=29&type=section&id=18.%20Subsequent%20Events) This note discloses significant events that occurred after the balance sheet date but before the financial statements were issued - **On May 1, 2024, the Company entered into an agreement to acquire** **100%** of HighGold Mining Inc. for approximately **$37 million**, with existing Contango shareholders owning **85%** and HighGold shareholders **15%** of the combined company upon closing (expected July 2024)[132](index=132&type=chunk)[133](index=133&type=chunk) - **Also on May 1, 2024, the Company agreed to acquire** Avidian Gold Alaska Inc. for initial consideration of **$2.4 million** (**$0.4 million** cash, **$2.0 million** stock), with a contingent payment of up to **$1.0 million** based on production decisions[138](index=138&type=chunk)[139](index=139&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2024 financial condition, operations, strategy, and liquidity, including critical estimates and forward-looking statements [Cautionary Statement about Forward-Looking Statements](index=32&type=section&id=Cautionary%20Statement%20about%20Forward-Looking%20Statements) This section outlines the inherent risks and uncertainties associated with forward-looking statements in the report - **The report contains forward-looking statements** regarding financial position, business strategy, capital expenditures, financing, gold prices, production timing, operating costs, liquidity, and legal risks[143](index=143&type=chunk) - **These statements involve known and unknown risks and uncertainties**, including the ability to raise capital, retain ownership in Peak Gold JV, realize acquisition benefits, operational delays, price volatility, and regulatory changes[144](index=144&type=chunk)[146](index=146&type=chunk) [First Quarter 2024 Highlights](index=34&type=section&id=First%20Quarter%202024%20Highlights) Key operational and development milestones achieved by the company during the first quarter of 2024 are highlighted - **The Manh Choh Project has commenced ore mining** and stockpiling at the Fort Knox facility and is on track for first production in early Q3 2024[148](index=148&type=chunk) - **Ore and waste mining are ongoing** with the full mining fleet in operation, and transportation of ore to Fort Knox is ramping up[149](index=149&type=chunk) - **Mill modifications and site preparation at Fort Knox are on plan**, with building construction, interior piping, and electrical works advancing well[150](index=150&type=chunk) [Overview](index=35&type=section&id=Overview) This section provides a general description of the company's business, projects, and strategic focus - **The Company's core business is gold exploration and development in Alaska**, primarily through its **30%** interest in the Peak Gold JV (Manh Choh Project) and wholly-owned Contango Properties (Lucky Shot, Contango Minerals Alaska)[153](index=153&type=chunk) - **The Manh Choh Project, a joint venture with Kinross Gold Corporation, is developing** two mineral deposits (Main and North Manh Choh) with ore processing at the Fort Knox complex, aiming for production in the second half of 2024[155](index=155&type=chunk)[158](index=158&type=chunk) - **As of March 31, 2024, the Company funded** **$62.7 million** of the **$74.4 million** budgeted cash calls for the Peak Gold JV's 2023 and 2024 development[156](index=156&type=chunk) [Recent Developments and Other Information](index=37&type=section&id=Recent%20Developments%20and%20Other%20Information) This section details significant events and updates that have occurred recently, including acquisitions - **On May 1, 2024, Contango ORE, Inc. announced the acquisition of HighGold Mining Inc.** for approximately **$37 million**, expected to close in July 2024[161](index=161&type=chunk) - **Concurrently, the Company agreed to acquire Avidian Gold Alaska Inc.** for an initial **$2.4 million**, with a potential **$1.0 million** contingent payment, also expected to close in July 2024[162](index=162&type=chunk) [Strategy](index=37&type=section&id=Strategy) The company's strategic objectives, including equity incentives, exploration expansion, and legal challenges, are outlined - **The Company's strategy includes structuring incentives through equity ownership** to align executive and director interests with stockholders, with directors and executives beneficially owning approximately **17.4%** of common stock as of March 31, 2024[165](index=165&type=chunk) - **The Company aims to expand future exploration work by partnering** with strategic industry participants and acquiring additional properties in Alaska, subject to fund availability and potential strategic partnerships[169](index=169&type=chunk)[172](index=172&type=chunk) - **The Peak Gold JV is currently involved in a lawsuit** filed by the Committee for Safe Communities, seeking injunctive relief against the DOT regarding the Manh Choh ore haul plan[168](index=168&type=chunk)[197](index=197&type=chunk) [Off-Balance Sheet Arrangements](index=39&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of any off-balance sheet arrangements impacting the company's financial position - **The Company reported no off-balance sheet arrangements**[173](index=173&type=chunk) [Critical Accounting Estimates](index=39&type=section&id=Critical%20Accounting%20Estimates) This section identifies and explains the key accounting estimates that require significant judgment and assumptions - **The Company's critical accounting estimates include derivative instruments**, which are recognized at fair value with changes recorded in current earnings, and contingent considerations related to asset acquisitions, measured based on probability and timing of milestones[167](index=167&type=chunk)[175](index=175&type=chunk) [Results of Operations](index=39&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, revenues, and expenses for the reporting period - **Neither the Company nor the Peak Gold JV has commenced producing commercially marketable minerals** or generated revenue from mineral sales, with profitability dependent on future capital raising and debt repayment[176](index=176&type=chunk)[177](index=177&type=chunk) Results of Operations Expense Breakdown | Expense Category | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :---------------------------------- | :-------------------------------- | :-------------------------------- | | Claim rental expense | $0.1 million | $0.1 million | | Exploration expense | $0.1 million | $0.3 million | | General and administrative expense | $2.5 million | $2.0 million | | Loss from equity investment in Peak Gold JV | $0.1 million | $5.1 million | | Interest expense | $2.0 million | $0.4 million | | Loss on derivative contracts | $15.6 million | $0 | - **General and administrative expenses increased due to a surety bond requirement** for Manh Choh and higher audit/legal fees from the fiscal year-end change[181](index=181&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's cash position, funding needs, and ability to meet its financial obligations - **As of March 31, 2024, the Company had approximately** **$7.9 million** in cash[185](index=185&type=chunk) - **The Company has funded** **$62.7 million** of the 2023 and 2024 capital calls to the Peak Gold JV, with **$15.5 million** funded in Q1 2024, and anticipates **$27.2 million** in total capital calls for 2024[187](index=187&type=chunk) - **The Company believes it has sufficient capital**, including **$22.5 million** available under its Secured Credit Facility, to reach Manh Choh production and meet **$29.9 million** in debt repayment obligations over the next **twelve months**[188](index=188&type=chunk) [Available Information](index=43&type=section&id=Available%20Information) This section informs readers where to access the company's public filings and general information - **General information and SEC filings (10-K, 10-KT, 10-Q, 8-K) are available** free of charge on the Company's website[192](index=192&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=43&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'[193](index=193&type=chunk) [Item 4. Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Management deemed disclosure controls effective as of March 31, 2024, with no material internal control changes during the quarter - **Disclosure controls and procedures were evaluated and deemed effective** at a reasonable assurance level as of March 31, 2024[194](index=194&type=chunk) - **No material changes in internal control over financial reporting occurred** during the last fiscal quarter[195](index=195&type=chunk) [PART II – OTHER INFORMATION](index=43&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section provides additional information including legal proceedings, risk factors, and exhibits [Item 1. Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) The Peak Gold JV faces a lawsuit over the Manh Choh ore haul plan, citing DOT violations and public safety risks, with pending injunction and judgment motions - **A lawsuit was filed by the Committee for Safe Communities against the State of Alaska Department of Transportation (DOT)** concerning the Manh Choh ore haul plan[197](index=197&type=chunk) - **The complaint alleges DOT approved a haul route violating regulations**, created an unreasonable public safety risk, and aided negligent driving[197](index=197&type=chunk) - **Motions for preliminary injunction and judgment on the pleadings are pending**, with the Peak Gold JV having intervened in the case[197](index=197&type=chunk)[198](index=198&type=chunk) [Item 1A. Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) The Company reiterates prior Form 10-KT risk factors with no material changes, impacting financial condition and results due to industry and economic factors - **No material changes have occurred in the Company's risk factors** since the Transition Report on Form 10-KT for the six-month period ended December 31, 2023[200](index=200&type=chunk) - **Investment in the Company involves a high degree of risk**, with the trading price affected by business performance, competition, market conditions, and general economic factors[200](index=200&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=45&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 - **There were no unregistered sales of equity securities or use of proceeds to report**[201](index=201&type=chunk) [Item 4. Mine Safety Disclosures](index=45&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The Company reported no mine safety disclosures for the period - **There were no mine safety disclosures to report**[202](index=202&type=chunk) [Item 5. Other Information](index=45&type=section&id=Item%205.%20Other%20Information) The Company reported no other information for the period - **There was no other information to report**[203](index=203&type=chunk) [Item 6. Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Form 10-Q, including corporate documents, debt agreements, certifications, and financial statements in XBRL format - **The exhibits include corporate organizational documents** (Certificate of Incorporation, Bylaws), forms of common stock certificates, preferred stock designations, convertible debenture forms, and rights agreements[205](index=205&type=chunk)[210](index=210&type=chunk) - **Recent amendments to the Credit and Guarantee Agreement and Security Agreement**, dated January 31, 2024, and February 16, 2024, are filed[212](index=212&type=chunk) - **Certifications of the Principal Executive Officer and Principal Financial Officer** (pursuant to 18 U.S.C. 1350 and Rules 13a-14 and 15d-14) are included, along with financial statements in Inline XBRL format[209](index=209&type=chunk)[212](index=212&type=chunk)[213](index=213&type=chunk)