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

PART I – FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis for Contango ORE, Inc. [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Contango ORE, Inc.'s unaudited condensed consolidated financial statements and notes for Q2 2024 and FY2023 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position at specific points in time, detailing assets, liabilities, and equity | Metric | June 30, 2024 | December 31, 2023 | | :------------------------------------- | :-------------- | :---------------- | | **ASSETS** | | | | Cash | $24,118,918 | $15,504,819 | | Total current assets | $25,632,014 | $16,850,301 | | Investment in Peak Gold, LLC | $54,468,519 | $28,064,405 | | Total long-term assets | $68,003,558 | $41,741,327 | | **TOTAL ASSETS** | **$93,635,572** | **$58,591,628** | | **LIABILITIES** | | | | Total current liabilities | $50,536,292 | $13,071,610 | | Total non-current liabilities | $80,978,752 | $60,064,563 | | **TOTAL LIABILITIES** | **$131,515,044** | **$73,136,173** | | **STOCKHOLDERS' EQUITY/(DEFICIT)** | | | | Total Stockholders' Equity/(Deficit) | $(37,879,472) | $(14,544,545) | | **TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)** | **$93,635,572** | **$58,591,628** | - Total assets increased by approximately **$35 million** from December 31, 2023, to June 30, 2024, primarily driven by a significant increase in the investment in Peak Gold, LLC and cash[5](index=5&type=chunk) - Total liabilities increased substantially from **$73.1 million to $131.5 million**, mainly due to a rise in derivative contract liabilities and current debt[6](index=6&type=chunk) - Stockholders' deficit worsened from **$(14.5) million to $(37.9) million**, reflecting the net loss incurred during the period[8](index=8&type=chunk) [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section outlines the company's financial performance over specific periods, detailing revenues, expenses, and net loss | Metric | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total expenses | $(2,386,488) | $(3,690,937) | $(5,099,380) | $(6,087,316) | | Interest expense | $(2,920,550) | $(615,979) | $(4,951,364) | $(1,063,489) | | Loss from equity investment in Peak Gold, LLC | $(695,633) | $(6,720,000) | $(835,886) | $(11,810,000) | | Unrealized loss on derivative contracts | $(12,553,491) | $0 | $(28,178,821) | $0 | | NET LOSS | $(18,545,753) | $(10,415,512) | $(39,042,992) | $(18,340,999) | | Basic and diluted loss per share | $(1.90) | $(1.38) | $(4.03) | $(2.46) | - Net loss significantly increased for both the three and six months ended June 30, 2024, primarily due to substantial unrealized losses on derivative contracts and higher interest expenses[8](index=8&type=chunk) - Loss from equity investment in Peak Gold, LLC decreased significantly, from **$(6.7) million to $(0.7) million** for the three-month period and from **$(11.8) million to $(0.8) million** for the six-month period, indicating improved performance or reduced recognition of losses from the JV[8](index=8&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section details the cash inflows and outflows from operating, investing, and financing activities over specific periods | Metric | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(6,855,143) | $(4,132,854) | | Net cash used by investing activities | $(27,247,167) | $(11,810,719) | | Net cash provided by financing activities | $42,718,270 | $18,824,613 | | NET INCREASE IN CASH | $8,615,960 | $2,881,040 | | Cash and restricted cash, end of period | $24,353,351 | $11,877,194 | - Net cash used in operating activities increased by approximately **$2.7 million**, primarily due to higher net loss and changes in working capital[9](index=9&type=chunk) - Cash invested in Peak Gold, LLC more than doubled to **$27.2 million** in the first six months of 2024, reflecting increased capital calls for the Manh Choh Project[10](index=10&type=chunk) - Net cash provided by financing activities significantly increased to **$42.7 million**, driven by **$30 million** in debt proceeds and **$14.2 million** from common stock issuance[11](index=11&type=chunk) [Condensed Consolidated Statement of Stockholders' Equity (Deficit)](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Stockholders'%20Equity%20(Deficit)) This section presents changes in the company's equity over time, including common stock, additional paid-in capital, and accumulated deficit | Metric | June 30, 2024 | December 31, 2023 | | :------------------------------------ | :-------------- | :---------------- | | Common Shares Outstanding | 10,365,914 | 9,454,233 | | Common Stock Amount | $103,658 | $94,542 | | Additional Paid-In Capital | $140,150,016 | $124,451,067 | | Accumulated Deficit | $(178,084,838) | $(139,041,846) | | Total Stockholders' Equity/(Deficit) | $(37,879,472) | $(14,544,545) | - The total stockholders' deficit increased from **$(14.5) million** at December 31, 2023, to **$(37.9) million** at June 30, 2024, primarily due to the net loss incurred during the period[13](index=13&type=chunk) - Additional paid-in capital increased by approximately **$15.7 million**, reflecting common stock issuances and warrant issuances during the six months ended June 30, 2024[13](index=13&type=chunk) - Common shares outstanding increased from **9,454,233 to 10,365,914**, driven by common stock issuances and stock issued for convertible note interest payments[13](index=13&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the unaudited condensed consolidated financial statements [1. Organization and Business](index=8&type=section&id=1.%20Organization%20and%20Business) This section describes Contango ORE, Inc.'s corporate structure and primary business activities in gold exploration and development - Contango ORE, Inc. (CORE) is engaged in gold and associated mineral exploration and development in Alaska through three main avenues: a **30% interest in Peak Gold, LLC** (Manh Choh Project), its wholly-owned subsidiary Contango Lucky Shot Alaska, LLC (Lucky Shot Property), and its wholly-owned subsidiary Contango Minerals Alaska, LLC (Minerals Property)[15](index=15&type=chunk) - The Manh Choh Project has commenced ore mining and stockpiling at the Fort Knox facility, with processing expected to accelerate development and reduce capital costs due to existing infrastructure[16](index=16&type=chunk)[17](index=17&type=chunk) - The Company's share of the Peak Gold JV's 2023 and 2024 approved budgets for cash calls totals approximately **$74.5 million**, with an additional unbudgeted **$4.1 million** funded in July 2024[18](index=18&type=chunk)[19](index=19&type=chunk) [2. Basis of Presentation](index=10&type=section&id=2.%20Basis%20of%20Presentation) This section outlines the accounting principles and conventions used in preparing the unaudited condensed consolidated financial statements - The

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

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

[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)

Financial Performance - For the three months ended September 30, 2023, total expenses were $4,005,590, a decrease of 42.6% compared to $7,004,803 for the same period in 2022[49]. - The net loss for the three months ended September 30, 2023, was $13,149,227, compared to a net loss of $7,091,770 for the same period in 2022, representing an increase of 85.5%[49]. - Basic and diluted loss per share for the three months ended September 30, 2023, was $1.47, compared to $1.05 for the same period in 2022, indicating a 40% increase in loss per share[49]. - The weighted average common shares outstanding for the three months ended September 30, 2023, was 8,935,863, up from 6,771,245 for the same period in 2022, reflecting a 32% increase[49]. - Interest income for the three months ended September 30, 2023, was $39,045, significantly higher than $8,546 for the same period in 2022, marking a 356% increase[49]. - Interest expense increased to $847,983 for the three months ended September 30, 2023, compared to $449,470 for the same period in 2022, representing an increase of 88.7%[49]. - Stock-based compensation expense for the three months ended September 30, 2023, was $739,783, compared to $787,784 for the same period in 2022[94]. - General and administrative expenses increased to $2.8 million for the three months ended September 30, 2023, up from $2.4 million in the same period of 2022[210]. Assets and Liabilities - Total assets increased to $54,855,884 as of September 30, 2023, up from $25,662,739 on June 30, 2023, representing a growth of 114.3%[64]. - Current liabilities rose to $5,001,089 from $2,298,625, an increase of 117.5%[64]. - Total long-term assets increased to $34,773,349 as of September 30, 2023, compared to $13,371,638 on June 30, 2023[64]. - Total liabilities reached $43,814,690 as of September 30, 2023, up from $30,436,177 on June 30, 2023, an increase of 43.9%[64]. - Stockholders' equity improved to $11,041,194 as of September 30, 2023, compared to a deficit of $(4,773,438) on June 30, 2023[64]. Investments and Joint Ventures - The investment in Peak Gold, LLC was valued at $21,420,712 as of September 30, 2023[64]. - The Company has contributed approximately $67.5 million to the Peak Gold JV, holding a 30% membership interest[107]. - The Company's share of the Peak Gold JV's loss for the three months ended September 30, 2023, was approximately $1.4 million, compared to a loss of approximately $0.4 million for the same period in 2022[137]. - Cumulative losses from the Peak Gold JV reached approximately $46.1 million as of September 30, 2023, up from $44.8 million at June 30, 2023[137]. - The investment balance in Peak Gold was $21.4 million at September 30, 2023, compared to $0 at June 30, 2023, following the recognition of previously suspended losses of approximately $4.3 million[137]. Financing Activities - The Company completed a public offering of 1,600,000 shares at an offering price of $19.00 per share, generating net proceeds of $28.2 million[83]. - The Company entered into a Controlled Equity OfferingSM Sales Agreement to sell up to $40 million of common stock, with a commission of 2.75% on gross proceeds[84]. - The Company raised approximately $2.3 million from a private placement in January 2023, which was used to fund exploration and development programs[115]. - The Company raised $6.9 million from the exercise of 313,000 Original Warrants at a reduced price of $22.00, resulting in the issuance of 313,000 shares of common stock[190]. - The Company has raised funds through common stock offerings and the issuance of the Debenture, indicating a reliance on external financing sources[230]. Exploration and Development - The Peak Gold JV plans to mine ore from the Main and North Manh Choh deposits, with ore processing at the Fort Knox mining and milling complex located approximately 240 miles away[55]. - The Company conducted soil and surface rock chip sampling on the Shamrock Property in 2021, with follow-up trenching and detailed geologic mapping planned for summer 2024[56]. - The Company has funded $39.8 million of its share of the 2023 budget for the Peak Gold JV, which totals approximately $165.1 million[102]. - Mining activities at the Manh Choh Project have commenced, focusing on pre-stripping waste material and stockpiling ore for transportation to the Fort Knox mill for processing[168]. - Production at the Manh Choh Project is expected to commence in the second half of 2024, with a mine plan involving two small open pits mined concurrently over 4.5 years[168]. Legal and Regulatory - The Company is not currently involved in any material legal proceedings that could adversely affect its financial condition or results of operations[214]. - All major permits for the Peak Gold JV have been received, and construction at the Manh Choh Project is complete as of August 29, 2023[168]. Future Outlook - The Company has not generated any revenue from mineral sales or operations to date, and its ability to continue as a going concern depends on raising capital for future exploration[177]. - Future financing may involve equity issuances or convertible instruments, which could lead to dilution for existing shareholders[231].

[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) ```