tango ORE(CTGO) - 2022 Q4 - Annual Report

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