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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________

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):    June 19, 2023


CONTANGO ORE, INC.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
001-35770
(Commission
File Number)
27-3431051
(I.R.S. Employer
Identification No.)
     
3700 Buffalo Speedway, Suite 925
Houston, Texas
(Address of principal executive offices)
 
77098
(Zip Code)

Registrant’s Telephone Number, including area code:  (713) 877-1311

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
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


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 7.01.
Regulation FD Disclosure.

On June 19, 2023, the Company made available a new corporate presentation. A copy of this presentation titled “Corporate Update and Plans for 2023-2024” is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is available on the Company’s website at www.contangoore.com.

The Company’s presentation furnished as Exhibit 99.1 to this Current Report contains non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. Reconciliations of these non-GAAP financial measures are not included in the furnished presentation due to the inherent difficulty and impracticality of quantifying certain amounts that would be required to calculate the most directly comparable GAAP financial measures. In addition, certain of the non-GAAP financial measures have been prepared by Kinross Gold Corporation, the Company’s partner in, and the manager of, Peak Gold, LLC, a joint venture company in which the Company currently holds a 30% interest, and are based on International Financial Reporting Standards (IFRS) accounting standards and detailed information to which the Company has not had access to at this time. As a result, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measure without unreasonable efforts.

The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Cautionary Note Regarding Forward-Looking Statements

Many of the statements included or incorporated in this Current Report on Form 8-K and the furnished exhibit constitutes “forward-looking statements.” In particular, they include statements relating to future actions, strategies, future operating and financial performance, ability to realize the anticipated benefits of the transactions with an affiliate of Kinross Gold Corporation and the Company’s future financial results. These forward-looking statements are based on current expectations and projections about future events. Readers are cautioned that forward-looking statements are not guarantees of future operating and financial performance or results and involve substantial risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of the Company may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, factors described from time to time in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein).

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description of Exhibit
   
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
*
Filed herewith



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
CONTANGO ORE, INC.
 
 
 
By: /s/ Leah Gaines
 
Leah Gaines
 
Vice President, Chief Financial Officer, Chief Accounting
Officer, Treasurer and Secretary


Dated: June 20, 2023

EX-99.1 2 a53422922ex99_1.htm EXHIBIT 99.1
Exhibit 99.1

 Corporate Update and Plans for 2023-2024  June 2023  NYSE-A: CTGO  Building Alaska’s Next   Gold Mines    Exhibit 99.1 
 

 FORWARD LOOKING STATEMENT  The Feasibility Study (“FS”) referenced herein that relates to Peak Gold, LLC (“Peak Gold”), was prepared by Kinross Gold Corporation (“Kinross”), which controls the Manager of Peak Gold and holds 70% of its outstanding membership interests, in accordance with Canadian National Instrument 43-101 (NI 43-101). CORE owns the remaining 30% membership interest in Peak Gold, and must rely on Kinross and its affiliates for the FS and related information. Further, CORE is not subject to regulation by Canadian regulatory authorities and no Canadian regulatory authority has reviewed the FS or passed upon its accuracy or compliance with NI 43-101. The terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” as used in the resource estimate, the FS and this presentation are Canadian mining terms as defined in accordance with NI 43-101. Mining disclosure in the United States was previously required to comply with the U.S. Securities and Exchange Commission’s (the “SEC”) Industry Guide 7 (“SEC Industry Guide 7”) under the United States Securities Exchange Act of 1934, as amended. The SEC adopted final rules to replace SEC Industry Guide 7 with new mining disclosure rules under sub-part 1300 of Regulation S-K of the U.S. Securities Act (“Regulation S-K 1300”), which became mandatory for U.S. reporting companies beginning with the first fiscal year commencing on or after January 1, 2021. Under Regulation S-K 1300, the SEC now recognizes estimates of “Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources”. In addition, the SEC has amended its definitions of “Proven Mineral Reserves” and “Probable Mineral Reserves” to be substantially similar to international standards. Under Regulation S-K 1300, an SEC registrant with material mining operations must disclose specified information in its SEC filings concerning mineral resources, in addition to mineral reserves, which have been determined on one or more of its properties. Such mineral resources and reserves are supported by a technical report summary (the “S-K 1300 Report”), which is dated and signed by a qualified person or persons, and identifies and summarizes the information reviewed and conclusions reached by each qualified person about the SEC registrant’s mineral resources or mineral reserves determined to be on each material property. CORE is in the process of preparing an S-K 1300 Report based on the FS.  Investors are cautioned that while the Regulation S-K 1300 definitions are “substantially similar” to the NI 43-101 definitions, there are differences between the two. Accordingly, there is no assurance any mineral reserve or mineral resource estimates that CORE may report as “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had CORE prepared the mineral reserve or mineral resource estimates under the standards adopted under Regulation S-K 1300. Further, U.S. investors are also cautioned that while the SEC recognizes “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under Regulation S-K 1300, investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization that has been characterized as resources has a greater degree of uncertainty as to its existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any measured mineral resources, indicated mineral resources or inferred mineral resources that CORE reports are or will be economically or legally mineable.   Please see the CORE's press release dated May 26, 2023 for more detail regarding the FS; and Kinross' July 27, 2022 and second quarter results:  2  https://www.contangoore.com/press-release/contango-ore-announces-completion-of-s-k-1300-technical-report-summary-for-its-manh-choh-project-in-alaska and : https://www.kinross.com/news-and-investors/news-releases/press-release-details/2022/Kinross-reports-2022-second-quarter-results/default.aspx;  
 

 INVESTMENT HIGHLIGHTS  3  Tier 1 mining jurisdiction – Alaska  Manh Choh - One of the World’s highest grade open pit mines (8g/t)  Project de-risked  Agreement in place with Tetlin Alaska Native Tribe  All State and Federal Permits Received - Fully permitted  Turn-key operation, major contracts in place  Proven operator for Project - Kinross  Project financing in place ING/Macquarie Banks  Strong cash flow per share (CFPS) starting in 2024   Exploration upside 
 

 Developing Alaska’s Next Gold Mines  Manh Choh – Construction Underway  Partnership with Kinross (70%) and the Alaska Native Tetlin Tribe (Royalty)  100% Owned Lucky Shot Mine – Initial Resource Exploring historic high-grade gold mine  Reserves/Resources  Exploration Stage 
 

 Developing Alaska’s Next Gold Mines  Manh Choh – Development Stage  Construction underway  Partnership with Kinross (70%) and Contango (30%)  Using Fort Knox milling facilities (owned by Kinross)  Partnership with the Alaska Native Tetlin Tribe (Royalty)  Lucky Shot Mine – Brownfields Exploration   Exploring historic high-grade gold mine  Permitted  100% owned  Early-Stage Exploration Projects:  Shamrock  Eagle-Hona  Triple Z  5 
 

 CORPORATE OVERVIEW  Traded on the NYSE American: CTGO  Russel 3000 Inclusion – June 26, 2023  7.6 Million Shares Outstanding  8.0 Million Shares Fully Diluted  100,000 Options;   Warrants – 88,000 @ $25 and 313,000 @ $30  $20 million Convertible Debt (8% Coupon) Convertible @ $30.50  ~ $US 9.5 Million Cash as of May 2023  Contango 30% owner of Peak JV;   Kinross Owns 70% and is Operator  100% owner of the Lucky Shot Property  100% owner of the Shamrock, Eagle-Hona and Triple Z   6  Secured $70 million Credit Facility with ING and Macquarie Banks  All Manh Choh Permits Received May 2023  Construction Underway Summer 2023  Contango ORE is expecting strong cash flow per share (CFPS) starting in 2024   CAPITAL STRUCTURE  Institutional  Retail / Others  Directors & Officers (Insiders) 
 

 Feasibility in 2022  Construction in 2023  Production in 2024  Explore 2800 sq.km area   Simple Development Plan - mine Manh Choh Gold ore and then truck and process the ore at Kinross’ Fort Knox Milling Complex  Reduces execution risk to produce Gold and Silver over 4.5 year mine-life starting 2024  Road Construction continued through Winter 2022-23 – ahead of schedule and on budget!  $33.6 Million PGLLC H1 2023 Budget Nearly Complete - Ahead of Schedule and On Budget   $136.1 million H2 2023 Budget Approved - Mine Site Construction Underway!     ALL MINE OPERATING PERMITS RECEIVED  MINE SITE CONSTRUCTION UNDERWAY  NEAR-TERM PRODUCTION POTENTIAL & EXPLORATION UPSIDE   7  MANH CHOH GOLD PROJECT   NYSE-A:CTGO 
 

 8  Manh Choh Update Summer Construction Underway 
 

 9  Kiewit selected as mining contractor  Founded it 1884, Kiewit is one of the largest   engineering, construction and mining companies in North America 
 

 10  Manh Choh Update  UNDERWAY  Triple 7 CAT Trucks, Blast Hole Drill Rig   and 6030 CAT Shovel on Their Way 
 

 11  Black Gold Transport Contracted for Ore Haul  Alaska Business 35 Years 
 

 12  Mill Modifications at Fort Knox 
 

 13  Mill Modifications at Fort Knox  Manh Choh Ore Stockpile Area 
 

 14  Mill Modifications at Fort Knox 
 

 MANH CHOH GOLD PROJECT: Anticipated Economics  Using existing infrastructure at Fort Knox, Peak Gold LLC is planning on a 2024 start date  Production estimate of 914,000 GEO over a 4.5-years equating to roughly 225,000 GEO per annum (30% to Contango Ore = +300,000 GEO or 67,500 GEO/Yr)1  Average processed grades expected to be ~8 g/t Au   Capital Costs  Initial $189 million (including $14M Contingency) Contango: $56.8 million  + $26 million Capitalized Strip Contango: $7.8 million   Total Capital Contango = $64.6 million based on Q2 2023 Feasibility Study1   Operating Costs - Kinross est. AISC of ~US$900/GEO Contango AISC = $1116/GEO1     15  Model Assumptions per Contango SK1300 Feasibility Study1  1 See Contango’s SK1300 Manh Choh Technical Report Press Release dated May 26, 2023; Initial capex reflects the Kinross feasibility study reported in “Q2 Corporate Update ” Press Release and Corporate Presentation dated July 26 and 27, 2022; The optimization for the mineral reserve estimate assumed a $1,300 per ounce gold price; the $182 Million estimate reflects remaining funds to be expended between 2022 and 2024; there will be additional capital required at Fort Knox to accommodate Manh Choh ore; and is a Toll Milling charge to the Peak Gold JV; "All-in sustaining cost (AISC) per equivalent ounce sold“ is a non-GAAP ratio. “GEO” refers to Gold Equivalent Ounces. See: https://www.contangoore.com/press-release/contango-ore-announces-completion-of-s-k-1300-technical-report-summary-for-its-manh-choh-project-in-alaska 
 

 16  LOWER RISK & REDUCED TIMELINE TO PRODUCTION DECISION  DRILLING  SCOPING STUDY  PERMITTING & FEASIBILITY  PRODUCTION  DETAILED DESIGN PROCURMENT  CONSTRUCTION  $19 million Program in 2021: Resource In-fill, Hydrology, Geotechnical, Metallurgical Engineering; Environment and Community Outreach  With ~$2 million Exploration drilling to potentially expand the mine life  Tetlin Tribe has indicated their support for the project development plan;  Continued Community Engagement  $25.6 million 2022 budget approved and amended to $39.6 million   Kinross Feasibility Study completed and Permitting activities are advancing well;   Wetlands Dredge and Fill (404) Permit from USACE;   Other Permits Issued by State of Alaska  “Early Works” construction decision announced in July 2022  Road Construction/Mill Modification/Camp  Production expected to commence in 2024  Image used with permission from Kinross  Community Engagement  Mine Site construction decision with receipt of Mine Operating Plan Approved May 2023 
 

 17  1 Hart, C.J.R., 2005. Mid-Cretaceous Magmatic Evolution and Intrusion-related Metallogeny of the Tintina Gold Province, Yukon and Alaska. Unpublished PhD thesis, University of Western Australia, 198 p.  1 
 

 18  Coleman Adit  Lucky Shot “500” Adit  War Baby Adit  Looking NNE  Enserch Tunnel  Lucky Shot Vein   15.6g/t = ½ Oz/ton1  +1 mile (1.6 km) strike length   and open along strike and down dip 
 

 19 
 

 Fully Permitted Active Mine Site  Lucky Shot Update - Safety First Approach  Zero LTIs  20 
 

 Classification  Tonnes    Au Grade (g/t)  Au Ounces      Measured  -  -  -  Indicated  190,092  15.6  95,036  TOTAL  190,092  15.6  95,036  Inferred  74,265  9.9  23,642  Classification  Tonnes    Au Grade  Au Ounces   (g/t)  Measured  -  -  -  Indicated  36,871  8.9  10,584  TOTAL  36,871  8.9  10,584  Inferred  7,793  5.9  1,468  Oblique View of Lucky Shot Vein Structure – Looking West  Coleman  Lucky Shot  War Baby  Murphy  Note 1: Measured, Indicated and Inferred mineral resource classification are assigned according to CIM Definition Standards. Mineral resources, which are not mineral reserves, do not demonstrate economic viability and there is no guarantee that mineral resources will be converted to mineral reserves. This mineral resource estimate was prepared by Sims Resources LLC based on data and information available and has an effective date of May 26, 2023. The Measured, Indicated and Inferred mineral resources are reported using the following parameters: undiluted gold grades; long term gold price of $US1600 per ounce; reported as contained within a 3.0g/t Gold underground shapes and applying a 3.0 meter minimum width at a 4.3g/t gold cutoff grade (COG).  Coleman and Lucky Shot Resources Tables1 Please see S-K 1300 Technical Report Summary on the Lucky Shot Project Alaska, USA  Link: https://www.contangoore.com/investors/overview  Lucky Shot Segment of Lucky Shot Vein  Coleman Segment of Lucky Shot Vein  Combined of Lucky Shot Vein Resources  Classification  Tonnes    Au Grade  Au Ounces   (g/t)  Measured  -  -  -  Indicated  226,963  14.5  105,620  TOTAL  226,963  14.5  105,620  Inferred  82,058  9.5  25,110 
 

 22  Lucky Shot Capping Strategy – 10 to 30% Upside  Disintegration Analysis Used 
 

 ?  ? 
 

 Oblique View of Lucky Shot Segment – Looking NE 
 

 2.12m @ 1.68 g/t Au  LSU22023  OPEN  LSU22022  LSU22021  LSU22020  LSU22019  LSU22018  1m @ 6.8 g/t Au  Incl. 0.5m @ 12 g/t Au  3.31m @ 3.92 g/t Au  Incl. 0.5m @ 9.99 g/t Au  1.52m @ 1.59 g/t Au  3.64m @ 4.5 g/t Au  Incl. 0.53m @ 26.3 g/t Au  0.58m @ 7.7 g/t Au  1.99m @ 9.53 g/t Au  Incl. 0.71m @ 21.5 g/t Au  1.62m @ 7.64 g/t Au  Incl. 0.56m @ 15.3 g/t Au  Historic Lucky Shot Stope  Plan View  A  A’  Section View Along A-A’  Lucky Shot Workings  Historic Stopes  New Vein Interpretation  Grab Samples from Vein Exposure in West Drift  #990078 – 26.1 g/t Au  #990079 – 379 g/t Au 
 

 Planned In-Fill Drill Program for 15-20 Meter spacing  Looking Southwest 
 

 27  Lucky Shot – At the Face with Lucky Shot Vein   Alaska’s Next Next Gold Mine 
 

 28  THANK YOU 
 

 29  The Russell 3000 Index is a capitalization-weighted stock market index that seeks to be a benchmark of the entire U.S. stock market. It measures the performance of the 3,000 largest publicly held companies incorporated in America as measured by total market capitalization, and represents approximately 98% of the American public equity market.   On May 19, 2023 FTSE Russel announced,   based on the Preliminary List – Contango is set to join the broad-market Russell 3000® Index  Final Inclusion will occur at the conclusion of the 2023 Russell indexes annual reconstitution, effective after the US market opens on June 26, 2023.  Contango to Russell 3000® Index 
 

 30  MANH CHOH GOLD PROJECT AND SURROUNDING TARGETS  Main MC  North MC  $3 Million Exploration Program Budgeted for 2023  Continued exploration for New Resources in Chief Danny Area  Further evaluation of 685,000 acre Manh Choh property   Additional regional stream sediment sampling  Geologic mapping   Geophysical surveys including detailed ground gravity survey    
 

 ASSET SUMMARY  31  Peak Gold Project  ~(688,000 Acres)  State Claims  (~70,000 Acres)  Peak Gold JV  70%  30%  100%  The Manh Choh project consists of a ~688,000 acres land package including ~13,000 acres of State Mining Claims    Roughly the size of Rhode Island  Contango is also the 100% owner of the Alaska state claims exploration land package (~70,000 acres)  100% CONTANGO ORE 
 

 Corporate Inquires:info@contangoore.com+1-778-386-6227www.contangoore.com  NYSE American: CTGO  Twitter: @orecontangoLinkedIn: Contango OREInstagram: ContangoOREFacebook: Contango ORE 
 

 This presentation contains forward looking estimates of all-in sustaining cost (“AISC”), resources and EBITDA, which are a financial measure not determined in accordance with United States generally accepted accounting principles (“GAAP”).  We cannot provide a reconciliation of estimated AISC, resources, EBITDA and cash flow to estimated costs of goods sold, assets and net income, which are the GAAP financial measures most directly comparable to such non-GAAP measures, without unreasonable efforts due to the inherent difficulty and impracticality of quantifying certain amounts that would be required to calculate projected AISC, resources, EBITDA.  In addition, the estimates of AISC, resources and EBITDA have been prepared by Kinross and are based on IFRS accounting standards and detailed information to which the Company has not had access to at this time. These amounts that would require unreasonable effort to quantify could be significant, such that the amount of projected GAAP cost of goods sold, assets and net income would vary substantially from the amount of projected AISC, resources and EBITDA.  33  NON-GAAP RECONCILIATION DISCLAIMER  APPENDIX