tango ORE(US:CTGO)2022-11-09 16:00markdown 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)