[FORM 8-K General Information](index=1&type=section&id=FORM%208-K%20General%20Information) This section provides essential administrative details of the Form 8-K filing, including registrant information, securities, and the report date [Registrant Details](index=1&type=section&id=Registrant%20Details) This section provides the official details of the registrant, Contango ORE, Inc., including its jurisdiction, address, and contact information - Registrant's exact name: **CONTANGO ORE, INC.**[5](index=5&type=chunk) - Jurisdiction of incorporation: **Delaware**[1](index=1&type=chunk) - Principal executive offices address: **516 2nd Avenue, Suite 401, Fairbanks, Alaska 99701**[11](index=11&type=chunk) - Registrant's Telephone Number: **(907) 888-4273**[5](index=5&type=chunk) [Securities Information](index=1&type=section&id=Securities%20Information) This section details the registrant's securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 Securities Registered | 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 | [Date of Report](index=1&type=section&id=Date%20of%20Report) This specifies the date of the earliest event reported in this Form 8-K filing - Date of earliest event reported: **March 14, 2024**[11](index=11&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This item reports the company's financial results for the six-month transition period ended December 31, 2023 [Financial Results Announcement](index=2&type=section&id=Financial%20Results%20Announcement) This section announces that Contango ORE, Inc. issued a press release on March 14, 2024, detailing its financial results for the six-month transition period ended December 31, 2023. The press release is furnished as Exhibit 99.1 and includes a disclaimer regarding its legal status under the Securities Exchange Act of 1934 - Contango ORE, Inc. issued a press release on **March 14, 2024**, announcing financial results for the six-month transition period ended **December 31, 2023**[7](index=7&type=chunk)[8](index=8&type=chunk) - The press release is attached as **Exhibit 99.1** and incorporated by reference[7](index=7&type=chunk)[8](index=8&type=chunk) - The information in this item and Exhibit 99.1 is not deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934, nor incorporated by reference in other filings unless explicitly set forth[13](index=13&type=chunk) [Item 7.01 Regulation FD Disclosure](index=2&type=section&id=Item%207.01%20Regulation%20FD%20Disclosure) This item confirms that the financial results information is being furnished under Regulation FD [Regulation FD Statement](index=2&type=section&id=Regulation%20FD%20Statement) This item indicates that the information provided in the report, specifically the press release regarding financial results, is being furnished under Regulation FD [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This item lists all financial statements and exhibits accompanying the Form 8-K filing [Exhibits List](index=2&type=section&id=Exhibits%20List) This section lists the exhibits included with the Form 8-K filing, which primarily consist of the press release detailing financial results and the interactive data file Exhibits Provided | Exhibit No. | Description of Exhibit | | :---------- | :---------------------------------------------------------- | | 99.1 | Press Release of the Company, dated March 14, 2024 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [SIGNATURES](index=3&type=section&id=SIGNATURES) This section provides the formal signatures authorizing the Form 8-K filing [Report Signatures](index=3&type=section&id=Report%20Signatures) This section formally concludes the Form 8-K filing, indicating that the registrant has duly authorized and signed the report - The report is signed on behalf of **CONTANGO ORE, INC.** by **Mike Clark, Chief Financial Officer and Secretary**[9](index=9&type=chunk)[14](index=14&type=chunk) - The report is dated **March 14, 2024**[10](index=10&type=chunk)

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)

```markdown PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, cash flows, and shareholders' equity, along with detailed notes explaining the company's accounting policies, investments, transactions, and financial position for the period ended September 30, 2022 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) | Metric | September 30, 2022 | June 30, 2022 | | :--------------------------- | :----------------- | :------------ | | Cash | $17,809,627 | $23,095,101 | | Total Current Assets | $18,480,596 | $23,779,454 | | Total Assets | $31,960,913 | $37,293,985 | | Accounts Payable | $1,210,347 | $633,856 | | Accrued Liabilities | $1,104,361 | $870,981 | | Total Current Liabilities | $2,314,708 | $1,504,837 | | Total Liabilities | $24,879,573 | $24,019,942 | | Total Shareholders' Equity | $7,081,340 | $13,274,043 | - Total assets decreased by **14.3%** from **$37.3 million** to **$32.0 million**, primarily due to a decrease in cash[7](index=7&type=chunk) - Total shareholders' equity decreased by **46.6%** from **$13.3 million** to **$7.1 million**[7](index=7&type=chunk) [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) | Expense/Income Item | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | | :------------------------------- | :------------------------------ | :------------------------------ | | Claim rental expense | $(146,925) | $(149,810) | | Exploration expense | $(4,396,570) | $(946,245) | | Depreciation expense | $(34,214) | $(4,782) | | General and administrative expense | $(2,424,068) | $(1,970,269) | | Total expenses | $(7,004,803) | $(3,071,106) | | Interest income | $8,546 | $497 | | Interest expense | $(449,470) | $(56,604) | | Loss from equity investment in Peak Gold, LLC | $0 | $(1,445,000) | | Insurance recoveries | $338,301 | $0 | | Net Loss | $(7,091,770) | $(4,572,213) | | Basic and diluted Loss Per Share | $(1.05) | $(0.68) | - Net loss increased by **55.1%** to **$(7,091,770)** for the three months ended September 30, 2022, compared to **$(4,572,213)** in the prior year[9](index=9&type=chunk) - Exploration expense surged by **364.6%** to **$(4,396,570)** in Q3 2022 from **$(946,245)** in Q3 2021[9](index=9&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Cash Flow Activity | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | | :--------------------------------- | :------------------------------ | :------------------------------ | | Net loss | $(7,091,770) | $(4,572,213) | | Net cash used in operating activities | $(5,255,045) | $(1,552,681) | | Net cash used by investing activities | $0 | $(6,636,050) | | Net cash used by financing activities | $(30,429) | $(43,560) | | Net decrease in cash | $(5,285,474) | $(8,232,291) | | Cash and restricted cash, end of period | $18,040,627 | $26,988,297 | - Net cash used in operating activities increased by **238.4%** to **$(5,255,045)** in Q3 2022[11](index=11&type=chunk) - Net cash used by investing activities decreased by **100%** to **$0** in Q3 2022, compared to **$(6,636,050)** in Q3 2021, which included significant investments in Peak Gold JV and the acquisition of Alaska Gold Torrent, LLC[11](index=11&type=chunk) [Condensed Consolidated Statement of Shareholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Shareholders'%20Equity) | Equity Item | Balance at June 30, 2022 | Balance at September 30, 2022 | | :------------------------------- | :----------------------- | :---------------------------- | | Common Stock Amount | $68,604 | $68,604 | | Additional Paid-In Capital | $74,057,859 | $74,845,733 | | Treasury Stock | $(2,318,182) | $(2,206,989) | | Accumulated Deficit | $(58,534,238) | $(65,626,008) | | Total Shareholders' Equity | $13,274,043 | $7,081,340 | - Total Shareholders' Equity decreased by **$6,192,703** (**46.6%**) from June 30, 2022, to September 30, 2022, primarily due to the net loss for the period[13](index=13&type=chunk) - Accumulated Deficit increased by **$7,091,770** due to the net loss for the period[13](index=13&type=chunk) [Notes to the Unaudited Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [1. Organization and Business](index=7&type=section&id=1.%20Organization%20and%20Business) - Contango ORE, Inc. (CORE) engages in gold and associated minerals exploration in Alaska through a **30.0%** interest in Peak Gold JV, its wholly-owned subsidiary Alaska Gold Torrent, LLC (Lucky Shot Property), and its wholly-owned subsidiary Contango Minerals Alaska, LLC (various exploration properties)[17](index=17&type=chunk) - The Manh Choh Project is in the development stage, with early works construction approximately **80%** complete as of September 30, 2022, and Kinross Gold Corporation decided to proceed with its development in July 2022[16](index=16&type=chunk) - At the Lucky Shot Property, ten pilot holes have intersected what is believed to be the Lucky Shot vein structure, with assays pending[16](index=16&type=chunk) [2. Basis of Presentation](index=8&type=section&id=2.%20Basis%20of%20Presentation) - The unaudited condensed consolidated financial statements are prepared in conformity with US GAAP for interim financial information, omitting some annual disclosures[19](index=19&type=chunk) - All adjustments considered necessary for fair presentation are of a normal recurring nature[19](index=19&type=chunk) [3. Liquidity](index=8&type=section&id=3.%20Liquidity) - The company's cash needs primarily relate to capital calls from the Peak Gold JV, exploration of Contango Properties, and general and administrative expenses[20](index=20&type=chunk) - The company has funded over **$10.0 million** on the Lucky Shot Property as of September 30, 2022, exceeding its 36-month capital commitment[20](index=20&type=chunk) - The company may elect to dilute its interest in the Peak Gold JV if a large budget is undertaken and additional financing is not obtained, to maintain liquidity for the next twelve months[20](index=20&type=chunk) [4. Summary of Significant Accounting Policies](index=8&type=section&id=4.%20Summary%20of%20Significant%20Accounting%20Policies) - The investment in Peak Gold JV is accounted for under the equity method, with the company's investment balance at zero due to cumulative losses exceeding historical contributions[23](index=23&type=chunk) - Fair value measurements are categorized into a three-level hierarchy: Level 1 (quoted prices in active markets), Level 2 (other observable inputs), and Level 3 (unobservable inputs requiring management assumptions)[24](index=24&type=chunk) - The company adopted ASU 2020-06 effective January 1, 2022, to simplify accounting for certain financial instruments, including convertible debt[26](index=26&type=chunk) [5. Investment in the Peak Gold JV](index=10&type=section&id=5.%20Investment%20in%20the%20Peak%20Gold%20JV) - The company's **30.0%** membership interest in the Peak Gold JV is accounted for under the equity method, with the investment balance at zero as of September 30, 2022, and June 30, 2022, due to cumulative losses exceeding the company's **$19.4 million** cumulative investment[28](index=28&type=chunk) | Peak Gold JV Expense/Loss | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | | :------------------------ | :------------------------------ | :------------------------------ | | Exploration expense | $1,438,756 | $3,056,104 | | General and administrative | $77,050 | $305,057 | | Total expenses | $1,515,806 | $3,361,161 | | NET LOSS | $1,515,806 | $3,361,161 | - The company's share of the Peak Gold JV's net loss for the three months ended September 30, 2022, was approximately **$0.4 million**, a decrease from **$1.0 million** in the prior year[28](index=28&type=chunk) [6. Prepaid Expenses and other assets](index=11&type=section&id=6.%20Prepaid%20Expenses%20and%20other%20assets) | Metric | September 30, 2022 | June 30, 2022 | | :------------------------- | :----------------- | :------------ | | Prepaid expenses and other | $439,969 | $453,353 | - Prepaid expenses primarily relate to prepaid insurance and prepaid annual claim rentals[29](index=29&type=chunk) [7. Net Loss Per Share](index=11&type=section&id=7.%20Net%20Loss%20Per%20Share) | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | | :----------------------------------- | :------------------------------ | :------------------------------ | | Net loss attributable to common stock | $(7,091,770) | $(4,572,213) | | Weighted Average Shares Outstanding | 6,771,245 | 6,680,637 | | Basic and Diluted Loss Per Share | $(1.05) | $(0.68) | - Basic and diluted net loss per share increased to **$(1.05)** for the three months ended September 30, 2022, from **$(0.68)** in the prior year[30](index=30&type=chunk) - Options to purchase **100,000** shares of Common Stock were outstanding but excluded from diluted EPS calculations due to being anti-dilutive[30](index=30&type=chunk) [8. Shareholders' Equity](index=12&type=section&id=8.%20Shareholders'%20Equity) - As of September 30, 2022, **6,774,590** shares of Common Stock were outstanding, including **313,001** unvested restricted shares[31](index=31&type=chunk) - **100,000** options to purchase Common Stock were outstanding as of September 30, 2022[31](index=31&type=chunk) - The Board extended the Rights Agreement, a limited duration stockholder rights plan, to September 22, 2023[31](index=31&type=chunk) [9. Sales Transaction with KG Mining](index=13&type=section&id=9.%20Sales%20Transaction%20with%20KG%20Mining) - In September 2020, the company sold a **30.0%** membership interest in the Peak Gold JV to KG Mining (a Kinross subsidiary) for **$32.4 million** cash and **809,744** shares of common stock (which were canceled)[33](index=33&type=chunk) - A gain on sale of **$39.6 million** was recognized from the CORE Transactions[33](index=33&type=chunk) - Post-transaction, CORE Alaska retained a **30.0%** interest, and KG Mining holds **70.0%** and serves as the manager and operator of the Peak Gold JV[34](index=34&type=chunk) [10. Acquisition of Lucky Shot Property](index=14&type=section&id=10.%20Acquisition%20of%20Lucky%20Shot%20Property) - In August 2021, the company acquired Alaska Gold Torrent, LLC (AGT) and its Lucky Shot Property for an initial payment of **$5 million** cash and a **$6.25 million** promissory note (paid in cash in February 2022)[37](index=37&type=chunk) - Contingent consideration of up to **$13.75 million** (cash and shares) is payable if specific gold resource or production milestones are met[37](index=37&type=chunk) - The company committed to **$10 million** in expenditures on the Lucky Shot Property over 36 months and had exceeded this amount by September 30, 2022[37](index=37&type=chunk) [11. Property & Equipment](index=15&type=section&id=11.%20Property%20%26%20Equipment) | Asset Type | September 30, 2022 | June 30, 2022 | | :------------------------------ | :----------------- | :------------ | | Mineral properties | $11,700,007 | $11,700,007 | | Buildings and improvements | $1,455,546 | $1,455,546 | | Machinery and equipment | $287,635 | $287,635 | | Vehicles | $135,862 | $135,862 | | Accumulated depreciation and amortization | $(89,954) | $(55,740) | | Property & Equipment, net | $13,480,317 | $13,514,531 | - Net property & equipment decreased slightly by **0.3%** from **$13.51 million** at June 30, 2022, to **$13.48 million** at September 30, 2022[39](index=39&type=chunk) - Mineral properties represent the largest component of property & equipment at **$11.7 million**[39](index=39&type=chunk) [12. Related Party Transactions](index=15&type=section&id=12.%20Related%20Party%20Transactions) - The company pays Juneau Exploration, L.P. (managed by Chairman Brad Juneau) a monthly fee of **$10,000** for office space and services[40](index=40&type=chunk) - Royal Gold holds a **3.0%** net smelter returns royalty on the Tetlin Lease and state mining claims, and a **28.0%** net smelter returns silver royalty on a defined area within the Tetlin Lease[40](index=40&type=chunk) - In January 2022, the company purchased **60,100** shares of Common Stock from non-executive directors for **$1.5 million** to cover their tax obligations on vested restricted shares[40](index=40&type=chunk) [13. Stock-Based Compensation](index=16&type=section&id=13.%20Stock-Based%20Compensation) - The Amended Equity Plan allows for the issuance of up to **2,600,000** shares of Common Stock and options[41](index=41&type=chunk) - As of September 30, 2022, there were **313,001** unvested restricted shares and **100,000** outstanding stock options[41](index=41&type=chunk) | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | | :--------------------------- | :------------------------------ | :------------------------------ | | Stock-based compensation expense | $787,874 | $1,021,851 | [14. Commitments and Contingencies](index=17&type=section&id=14.%20Commitments%20and%20Contingencies) - The Tetlin Lease was extended to July 15, 2028, with an advance minimum royalty of approximately **$75,000** per year plus inflation, and production royalties ranging from **2.25%** to **4.25%**[43](index=43&type=chunk) - Annual claim rentals for State of Alaska mining claims totaled **$355,805** for the 2022-2023 assessment year[43](index=43&type=chunk) - Contingent payments for the Lucky Shot Acquisition include up to **$13.75 million** (cash and shares) upon meeting gold resource or production milestones[43](index=43&type=chunk) - Retention agreements for key executives total **$1.6 million** upon a change of control occurring before August 6, 2025[45](index=45&type=chunk) [15. Income Taxes](index=18&type=section&id=15.%20Income%20Taxes) - The company recognized a full valuation allowance on its deferred tax asset as of September 30, 2022, and June 30, 2022[46](index=46&type=chunk) - Zero income tax expense and a **0%** effective tax rate were reported for the three months ended September 30, 2022, and 2021[46](index=46&type=chunk) - The CARES Act is not expected to have a material impact, except for relief from the **80%** limitation on some net operating losses[46](index=46&type=chunk) [16. Debt](index=18&type=section&id=16.%20Debt) - In April 2022, the company closed a **$20 million** unsecured convertible debenture with Queen's Road Capital Investment, Ltd. (QRC)[47](index=47&type=chunk) - The debenture bears **8%** annual interest (**6%** cash, **2%** common stock), matures in four years, and is convertible at **$30.50** per share[47](index=47&type=chunk) | Metric | September 30, 2022 | June 30, 2022 | | :----------------------------------- | :----------------- | :------------ | | Carrying amount of debt, net | $19,286,694 | $19,239,960 | | Fair value of the note (Level 2) | $20,000,000 | $20,000,000 | | Interest expense (Q3 2022) | $449,470 | N/A | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, highlighting the transition to new mineral disclosure rules, forward-looking statements, an overview of current activities, and a detailed comparison of financial performance for the three months ended September 30, 2022, versus 2021, along with discussions on liquidity, capital resources, and critical accounting policies [Notice Regarding Mineral Disclosure](index=19&type=section&id=Notice%20Regarding%20Mineral%20Disclosure) - The company adopted the SEC Mining Modernization Rules (Subpart 1300 of Regulation S-K) for its fiscal year beginning July 1, 2021, replacing Industry Guide 7[50](index=50&type=chunk) - Disclosures under the new rules differ materially from Industry Guide 7, particularly for mineral resource information, which may not be comparable[50](index=50&type=chunk) - The company has no known reserves as defined under either Industry Guide 7 or the SEC Mining Modernization Rules[50](index=50&type=chunk) [Cautionary Statement about Forward-Looking Statements](index=20&type=section&id=Cautionary%20Statement%20about%20Forward-Looking%20Statements) - The report contains forward-looking statements, identified by terms such as 'should be,' 'will be,' 'believe,' 'expect,' 'anticipate,' 'estimate,' and 'forecast,' which express expectations about future events[51](index=51&type=chunk) - These statements involve known and unknown risks, uncertainties, and other factors, many outside the company's control, that may cause actual results to differ materially[52](index=52&type=chunk) - Investors are cautioned not to unduly rely on these forward-looking statements, and the company undertakes no obligation to publicly release revisions[54](index=54&type=chunk) [Overview](index=21&type=section&id=Overview) - As of September 30, 2022, the company had approximately **$18.0 million** of cash[54](index=54&type=chunk) - The Peak Gold JV's 2022 budget is **$39.6 million**, with the company's share being **$11.9 million**, of which **$9.8 million** has been funded (**$8.3 million** in October 2022)[54](index=54&type=chunk) - Early works construction at the Manh Choh Project site was approximately **80%** complete as of September 30, 2022, and Kinross Gold Corporation decided to proceed with its development[54](index=54&type=chunk) [Background](index=21&type=section&id=Background) - Contango ORE, Inc. was formed on September 1, 2010, for gold exploration in Alaska[54](index=54&type=chunk) - In January 2015, the company formed the Peak Gold JV with Royal Gold, contributing a **100%** leasehold interest in the Tetlin Lease and State of Alaska mining claims[54](index=54&type=chunk) - By September 29, 2020, Royal Gold had contributed approximately **$37.1 million** to the Peak Gold JV and held a **40.0%** economic interest[54](index=54&type=chunk) [Kinross Transaction](index=22&type=section&id=Kinross%20Transaction) - In September 2020, the company sold a **30.0%** membership interest in the Peak Gold JV to KG Mining (a Kinross subsidiary) for **$32.4 million** cash and **809,744** shares of common stock (which were canceled)[57](index=57&type=chunk) - Post-transaction, KG Mining holds a **70.0%** interest and manages the Peak Gold JV, while the company retained a **30.0%** interest[57](index=57&type=chunk) - The Peak Gold JV plans to process ore at the existing Fort Knox mining and milling complex, expecting accelerated development and reduced upfront capital costs[57](index=57&type=chunk) [Acquisition of Lucky Shot Property](index=22&type=section&id=Acquisition%20of%20Lucky%20Shot%20Property) - In August 2021, the company acquired Alaska Gold Torrent, LLC (AGT) and its Lucky Shot Property for an initial payment of **$5 million** cash and a **$6.25 million** promissory note (paid in February 2022)[58](index=58&type=chunk) - Contingent consideration of up to **$13.75 million** (cash and shares) is payable if gold resource (**500k** or **1M** oz) or production (**30k** or **60k** oz) milestones are met[58](index=58&type=chunk) - The company exceeded its **$10 million** expenditure commitment on the Lucky Shot Property by September 30, 2022[58](index=58&type=chunk) [Strategy](index=23&type=section&id=Strategy) - The company's strategy includes retaining proven executive leadership, partnering with strategic industry participants (e.g., Kinross for Peak Gold JV), structuring incentives to align executive and director interests with stockholders, and acquiring additional exploration properties in Alaska[60](index=60&type=chunk) - Directors and executives beneficially own approximately **22.7%** of the company's Common Stock[60](index=60&type=chunk) [Off-Balance Sheet Arrangements](index=23&type=section&id=Off-Balance%20Sheet%20Arrangements) - The company reported no off-balance sheet arrangements[60](index=60&type=chunk) [Contractual Obligations](index=23&type=section&id=Contractual%20Obligations) - Key contractual obligations include the Tetlin Lease (extended to 2028, with advance minimum royalties and production royalties), annual State of Alaska mining claim rentals (**$355,805** for 2022-2023), and royalties to Royal Gold (**3.0%** on Tetlin Lease/state claims, **28.0%** silver royalty)[61](index=61&type=chunk) - Contingent payments for the Lucky Shot Acquisition include up to **$13.75 million** (cash and shares) upon meeting gold resource or production milestones[61](index=61&type=chunk) - Retention agreements for executives total **$1.6 million** upon a change of control occurring before August 6, 2025[61](index=61&type=chunk) [Application of Critical Accounting Policies and Management's Estimates](index=24&type=section&id=Application%20of%20Critical%20Accounting%20Policies%20and%20Management's%20Estimates) - Critical accounting policies requiring significant management judgment include stock-based compensation, investment in Peak Gold JV, business combinations, convertible debentures, and derivative assets/liabilities for embedded conversion features[62](index=62&type=chunk) - The investment in Peak Gold JV is accounted for under the equity method, with the investment balance at zero due to cumulative losses[62](index=62&type=chunk) - Fair value estimates for embedded conversion features in convertible debentures are significant and subjective, likely to change with market factors[62](index=62&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) - Neither the company nor the Peak Gold JV has commenced commercial mining or generated revenue from mineral sales[63](index=63&type=chunk) - The company's ability to continue as a going concern is dependent on raising capital to fund future exploration and working capital requirements[63](index=63&type=chunk) - Profitability is uncertain, and failure to discover proven reserves would materially adversely affect the company's financial position[63](index=63&type=chunk) [Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021](index=24&type=section&id=Three%20Months%20Ended%20September%2030,%202022%20Compared%20to%20Three%20Months%20Ended%20September%2030,%202021) | Expense/Income Item | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | | :------------------------------- | :------------------------------ | :------------------------------ | | Claim Rentals Expense | $146,925 | $149,810 | | Exploration Expense | $4,396,570 | $946,245 | | General and Administrative Expense | $2,424,068 | $1,970,269 | | Loss from Equity Investment in Peak Gold JV | $0 | $1,445,000 | | Interest Expense | $449,470 | $56,604 | | Insurance Recoveries | $338,301 | $0 | - Exploration expense increased significantly by **364.6%** to **$4.4 million** due to work on the Lucky Shot Property, acquired in August 2021[64](index=64&type=chunk) - General and administrative expenses rose by **23.0%** to **$2.4 million**, primarily due to additional payroll and insurance related to the Lucky Shot acquisition[64](index=64&type=chunk) [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) - As of September 30, 2022, the company had approximately **$18.0 million** of cash and believes it has sufficient liquidity for the next twelve months[66](index=66&type=chunk) - Liquidity is supported by cash from Kinross Transactions (**$32.4 million**), private placements, and a **$20 million** convertible debenture[66](index=66&type=chunk) - The company anticipates raising additional capital through equity and/or debt securities in the next six months to fund Peak Gold JV exploration and operating costs[66](index=66&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=26&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 - The company is exempt from providing quantitative and qualitative disclosures about market risk as a "smaller reporting company"[68](index=68&type=chunk) [Item 4. Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2022, at a reasonable assurance level, and reported no material changes in internal control over financial reporting during the last fiscal quarter - Disclosure controls and procedures were evaluated and deemed effective at a reasonable assurance level as of September 30, 2022[69](index=69&type=chunk) - No material changes in internal control over financial reporting occurred during the last fiscal quarter[69](index=69&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings, nor is it aware of any contemplated proceedings that could significantly impact its financial condition or operations - The company is not a party to any material legal proceedings[72](index=72&type=chunk) - No material proceedings are contemplated against the company that could adversely affect its financial condition, cash flows, or results of operations[72](index=72&type=chunk) [Item 1A. Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended June 30, 2022. The company emphasizes that an investment involves a high degree of risk, and additional unknown or immaterial risks could also adversely affect its business - No material changes in risk factors from those described in the Annual Report on Form 10-K for the year ended June 30, 2022[73](index=73&type=chunk) - An investment in the company is subject to inherent business risks and involves a high degree of risk[73](index=73&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=27&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 - No unregistered sales of equity securities or use of proceeds to report[74](index=74&type=chunk) [Item 4. Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reported no mine safety disclosures for the period - No mine safety disclosures to report[75](index=75&type=chunk) [Item 5. Other Information](index=27&type=section&id=Item%205.%20Other%20Information) The company reported no other information for the period - No other information to report[76](index=76&type=chunk) [Item 6. Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of this Form 10-Q, including corporate governance documents, registration rights agreements, the Rights Agreement and its amendments, certifications of principal officers, and the Technical Report Summary for the Peak Gold JV Property - Includes Certificate of Incorporation, Bylaws, and amendments[78](index=78&type=chunk) - Lists Registration Rights Agreements and the Rights Agreement with its amendments[78](index=78&type=chunk) - Contains Certifications of Principal Executive and Financial Officers and the Technical Report Summary for the Peak Gold JV Property[80](index=80&type=chunk) ```

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35770 CONTANGO ORE, INC. (Exact name of registrant as specified in its charter) Delaware 27-3431051 (State or other jurisdiction of incorpo ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-35770 CONTANGO ORE, INC. (Exact name of registrant as specified in its charter) Delaware 27-3431051 (State or other jurisdiction of inco ...

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