UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
(Zip code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” or “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer ☐ |
Accelerated filer ☐ |
Smaller reporting company |
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The total number of shares of common stock, par value $0.01 per share, outstanding as of August 13, 2024 was
CONTANGO ORE, INC.
TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION |
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Item 1. |
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Condensed Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 4. |
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Item 5. |
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Item 6. |
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All references in this Form 10-Q to the “Company”, “CORE”, “we”, “us” or “our” are to Contango ORE, Inc.
2
CONTANGO ORE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
Item 1 - Financial Statements
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June 30, 2024 |
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December 31, 2023 |
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ASSETS |
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CURRENT ASSETS: |
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Cash |
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$ |
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$ |
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Restricted cash |
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Prepaid expenses and other |
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Total current assets |
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LONG-TERM ASSETS: |
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Investment in Peak Gold, LLC |
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Property & equipment, net |
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Commitment fee |
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Total long-term assets |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Derivative contract liability |
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Debt, current portion |
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Total current liabilities |
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NON-CURRENT LIABILITIES: |
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Advance royalty reimbursement |
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Asset retirement obligations |
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Contingent consideration liability |
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Derivative contract liability |
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Debt, net |
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Total non-current liabilities |
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TOTAL LIABILITIES |
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STOCKHOLDERS’ EQUITY/(DEFICIT): |
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Preferred Stock, |
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Common Stock, $ |
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Additional paid-in capital |
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Treasury stock at cost ( |
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Accumulated deficit |
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TOTAL STOCKHOLDERS’ EQUITY/(DEFICIT) |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT) |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
CONTANGO ORE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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2024 |
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2023 |
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2024 |
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2023 |
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EXPENSES: |
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Claim rental expense |
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$ |
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$ |
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$ |
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Exploration expense |
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Depreciation expense |
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Accretion expense |
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Impairment from loss, net of recovery |
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General and administrative expense |
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Total expenses |
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OTHER INCOME/(EXPENSE): |
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Interest income |
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Interest expense |
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Loss from equity investment in Peak Gold, LLC |
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Unrealized loss on derivative contracts |
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Other income |
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Total other income/(expense) |
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NET LOSS |
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$ |
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$ |
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$ |
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$ |
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LOSS PER SHARE |
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Basic and diluted |
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$ |
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$ |
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$ |
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$ |
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING |
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Basic and diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
CONTANGO ORE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Six Months Ended June 30, |
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2024 |
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2023 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
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$ |
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$ |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Stock-based compensation |
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Depreciation expense |
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Accretion expense |
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Impairment expense |
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Loss from equity investment in Peak Gold, LLC |
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Unrealized loss from derivative contracts |
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Interest expense paid in stock |
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Change in the fair value of contingent consideration |
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Amortization of debt discount and debt issuance fees |
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Changes in operating assets and liabilities: |
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Decrease (increase) in prepaid expenses and other |
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Increase (decrease) in accounts payable and accrued liabilities |
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Net cash used in operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Cash invested in Peak Gold, LLC |
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Acquisition of Contango Lucky Shot Alaska, LLC |
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Acquisition of property and equipment |
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Net cash used by investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Cash paid for shares withheld from employees for payroll tax withholding |
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Cash proceeds from warrant exercise |
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Cash proceeds from debt |
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Debt issuance costs |
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Cash proceeds from common stock issuance, net |
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Net cash provided by financing activities |
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NET INCREASE IN CASH |
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CASH AND RESTRICTED CASH, BEGINNING OF PERIOD |
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CASH AND RESTRICTED CASH, END OF PERIOD |
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$ |
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$ |
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Supplemental disclosure of cash flow information |
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Cash paid for: |
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Interest expense |
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$ |
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$ |
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Non-cash investing and financing activities |
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Commitment fee dercognized and added to debt discount |
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Total non-cash investing and financing activities |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
CONTANGO ORE, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY/(DEFICIT)
(Unaudited)
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Additional |
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Total |
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Common Stock |
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Paid-In |
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Treasury |
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Accumulated |
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Stockholders’ |
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Shares |
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Amount |
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Capital |
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Stock |
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Deficit |
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Equity/(Deficit) |
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Balance at March 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Stock-based compensation |
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— |
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Common stock issuance |
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Cost of common stock issuance |
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— |
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Issuance of warrants |
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— |
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Stock issued for convertible note interest payment |
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Net loss for the period |
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— |
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Balance at June 30, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Additional |
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Total |
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Common Stock |
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Paid-In |
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Treasury |
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Accumulated |
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Stockholders’ |
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Shares |
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Amount |
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Capital |
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Stock |
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Deficit |
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Equity/(Deficit) |
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Balance at March 31, 2023 |
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$ |
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$ |
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$ |
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$ |
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Stock-based compensation |
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— |
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Common stock issuance |
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Cost of common stock issuance |
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— |
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Treasury shares issued in common stock issuance |
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Warrants |
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Warrant modification |
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— |
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Fair value of warrants issued with common stock |
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— |
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Treasury shares issued for convertible note interest payment |
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— |
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Stock issued for convertible note interest payment |
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Treasury shares withheld for employee taxes |
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Net loss for the period |
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— |
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( |
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Balance at June 30, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Additional |
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Total |
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Common Stock |
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Paid-In |
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Treasury |
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Accumulated |
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Stockholders’ |
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Shares |
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Amount |
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Capital |
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Stock |
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Deficit |
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Equity/(Deficit) |
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Balance at December 31, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Stock-based compensation |
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— |
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Restricted stock activity |
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( |
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Common stock issuance |
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Cost of common stock issuance |
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— |
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( |
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Issuance of warrants |
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— |
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Stock issued for convertible note interest payment |
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Net loss for the period |
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— |
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|
( |
) |
|
|
( |
) |
|||
Balance at June 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
Total |
|
||||||
|
|
Common Stock |
|
|
Paid-In |
|
|
Treasury |
|
|
Accumulated |
|
|
Stockholders’ |
|
|||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Stock |
|
|
Deficit |
|
|
Equity/(Deficit) |
|
||||||
Balance at December 31, 2022 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||||
Stock-based compensation |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Restricted stock activity |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
Common stock issuance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of common stock issuance |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|||
Treasury shares issued in common stock issuance |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Warrant modification |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|||
Fair value of warrants issued with common stock |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Treasury shares issued for convertible note interest payment |
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
Stock issued for convertible note interest payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Treasury shares withheld for employee taxes |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net loss for the period |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||
Balance at June 30, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
CONTANGO ORE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Business
Contango ORE, Inc. (“CORE” or the “Company”) engages in exploration and development for gold ore and associated minerals in Alaska. The Company conducts its business through three primary means:
The Lucky Shot Property and the Minerals Property are collectively referred to in these Notes to Unaudited Condensed Consolidated Financial Statements as the “Contango Properties”.
The Company’s Manh Choh Project has commenced ore mining and stockpiling at the Fort Knox facility. All other projects are in the exploration stage.
The Company has been involved, directly and through the Peak Gold JV, in the exploration of the Manh Choh Project since 2010, which has resulted in the identification of two mineral deposits (Main and North Manh Choh) and several other gold, silver, and copper prospects. The other
Kinross released a combined feasibility study for the Fort Knox mill and the Peak Gold JV in July 2022. Also, in July 2022, Kinross announced that its board of directors (the “Kinross Board”) made a decision to proceed with development of the Manh Choh Project. Effective December 31, 2022, CORE Alaska, LLC, a wholly-owned subsidiary of the Company (“CORE Alaska”), KG Mining, and the Peak Gold JV executed the First Amendment to the Amended and Restated Limited Liability Company Agreement of the Peak Gold JV (as amended, the “A&R JV LLCA”). The First Amendment to the A&R JV LLCA provides that, beginning in 2023, the Company may fund its quarterly scheduled cash calls on a monthly basis. The Peak Gold JV management committee (the “JV Management Committee”) has approved budgets for 2023 and 2024, with cash calls totaling approximately to $
7
The Lucky Shot project remains in care and maintenance as the Company plans a surface and underground drilling program for 2025.
On the Shamrock and Eagle/Hona Properties, the Company conducted surface mapping and sampling programs during 2021.
The Company’s fiscal year end is December 31. On November 14 2023, the Company’s board of directors approved a change in the Company’s fiscal year end from June 30 to December 31, effective as of December 31, 2023.
2. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), including instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by US GAAP for complete annual consolidated financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the consolidated financial statements have been included. All such adjustments are of a normal recurring nature. The consolidated financial statements should be read in conjunction with the consolidated audited financial statements and notes included in the Company’s Form 10-KT for the six-month period ended December 31, 2023 and its Form 10-K for the fiscal year ended June 30, 2023. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024.
3. Liquidity
The Company’s cash needs going forward will primarily relate to capital calls from the Peak Gold JV, exploration of the Contango Properties, repayment of debt and related interest and general and administrative expenses of the Company. The JV Management Committee approved a significant budget to complete the required development to start the operations of the Manh Choh mine, which began production early in the third quarter of 2024. In 2024, it is anticipated that there will be $
4. Summary of Significant Accounting Policies
Please see the Company’s Form 10-KT for the six-month ended December 31, 2023 for a summary of the Company's significant accounting policies, as there have been no changes to the Company's significant accounting polices since the time of that filing.
5. Investment in the Peak Gold JV
The Company initially recorded its investment at the historical book value of the assets contributed to the Peak Gold JV, which was approximately $
8
The following table is a roll-forward of the Company’s investment in the Peak Gold JV as of June 30, 2024:
|
|
Investment |
|
|
|
|
in Peak Gold, LLC |
|
|
Investment balance at June 30, 2023 |
|
$ |
|
|
Investment in Peak Gold, LLC |
|
|
|
|
Loss from equity investment in Peak Gold, LLC |
|
|
( |
) |
Investment balance at December 31, 2023 |
|
$ |
|
|
Investment in Peak Gold, LLC |
|
|
|
|
Loss from equity investment in Peak Gold, LLC |
|
|
( |
) |
Investment balance at March 31, 2024 |
|
$ |
|
|
Investment in Peak Gold, LLC |
|
|
|
|
Loss from equity investment in Peak Gold, LLC |
|
|
( |
) |
Investment balance at June 30, 2024 |
|
$ |
|
|
The following table presents the condensed unaudited results of operations for the Peak Gold JV for the three and six month periods ended June 30, 2024 and 2023 in accordance with US GAAP:
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
Six Months Ended |
|
||||
|
|
June 30, 2024 |
|
|
June 30, 2023 |
|
|
June 30, 2024 |
|
|
June 30, 2023 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||