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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Contango Ore Inc | AMEX:CTGO | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.07 | 0.37% | 18.83 | 19.01 | 18.5169 | 18.85 | 80,280 | 21:58:23 |
Per Share
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Total
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Public offering price
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$
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$
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Underwriting discount and commissions(1)
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$
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$
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Proceeds, before expenses, to us(2)
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$
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$
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(1)
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For additional information about the expenses for which we have agreed to reimburse the underwriters in connection with this offering, see the “Underwriting” section of this prospectus supplement.
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(2)
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If the underwriters exercise the option in full, the total underwriting discount payable by us will be $________, and the total proceeds to us, before expenses, will be $________.
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Maxim Group LLC
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Freedom Capital Markets
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Page
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About This Prospectus Supplement
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S-ii
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Notice Regarding Mineral Disclosure
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S-iii
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Cautionary Statement Regarding Forward-Looking Statements
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S-iv
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Prospectus Supplement Summary
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S-1
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Risk Factors
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S-5
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Use of Proceeds
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S-10
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Dilution
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S-11
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Capitalization
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S-12
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Underwriting
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S-13
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Material U.S. Federal Income Tax Consequences for Non-U.S. Holders
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S-19
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Legal Matters
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S-23
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Experts
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S-23
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Where You Can Find More Information
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S-23
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Incorporation By Reference
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S-23
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Page
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About This Prospectus
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ii
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Notice Regarding Mineral Disclosure
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iii
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Cautionary Statement Regarding Forward-Looking Statements
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iv
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Summary
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1
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Risk Factors
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5
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Use of Proceeds
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16
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Our Properties
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17
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Description of Capital Stock
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33
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Description of Warrants
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38
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Description of Subscription Rights
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39
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Description of Units
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40
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Selling Stockholder
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41
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Plan of Distribution
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42
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Legal Matters
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43
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Experts
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43
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Where You Can Find More Information
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44
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•
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The Company’s financial position;
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•
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Business strategy, including outsourcing;
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•
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Meeting the Company’s forecasts and budgets;
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Anticipated capital expenditures and the availability of future financing;
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•
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Prices of gold and associated minerals;
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•
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Timing and amount of future discoveries (if any) and production of natural resources on the Contango Properties and the Peak Gold JV Property;
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Operating costs and other expenses;
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Cash flow and anticipated liquidity;
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The Company’s ability to fund its business with current cash reserves based on currently planned activities;
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Prospect development;
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Operating and legal risks; and
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New governmental laws and regulations.
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Ability to raise capital to fund capital expenditures;
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Ability to retain or maintain our relative ownership interest in the Peak Gold JV (as defined below);
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Ability to influence management of the Peak Gold JV;
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•
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Ability to realize the anticipated benefits of the Kinross Transactions, including ability to process ore mined from the Peak Gold JV Property at the existing Fort Knox mining and milling complex;
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•
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Disruption from the Kinross Transactions and transition of the Peak Gold JV’s management to Kinross, including as it relates to maintenance of business and operational relationships, potential delays or changes in plans with respect to
exploration or development projects or capital expenditures;
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•
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Operational constraints and delays;
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•
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The risks associated with exploring in the mining industry;
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•
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The timing and successful discovery of natural resources;
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•
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Availability of capital and the ability to repay indebtedness when due;
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•
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Declines and variations in the price of gold and associated minerals;
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•
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Price volatility for natural resources;
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•
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Availability of operating equipment;
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•
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Operating hazards attendant to the mining industry;
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•
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Weather;
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•
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The ability to find and retain skilled personnel;
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Restrictions on mining activities;
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•
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Legislation that may regulate mining activities;
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•
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Changes in applicable tax rates and other regulatory changes;
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•
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Impact of new and potential legislative and regulatory changes (including commitments to international agreements) on mining operating and safety standards;
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•
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Uncertainties of any estimates and projections relating to any future production, costs and expenses (including changes in the cost of fuel, power, materials and supplies);
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•
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Timely and full receipt of sale proceeds from the sale of any of our mined products (if any);
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•
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Stock price and interest rate volatility;
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•
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Federal and state regulatory developments and approvals;
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•
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Availability and cost of material and equipment;
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•
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Actions or inactions of third parties;
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•
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Potential mechanical failure or under-performance of facilities and equipment;
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•
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Environmental and regulatory, health and safety risks;
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•
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Strength and financial resources of competitors;
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Worldwide economic conditions;
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•
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Impact of pandemics, such as the worldwide COVID-19 outbreak, which could impact the Company’s or the Peak Gold JV’s operations schedule;
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•
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Expanded rigorous monitoring and testing requirements for COVID-19;
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•
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Ability to obtain insurance coverage on commercially reasonable terms;
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•
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Competition generally and the increasing competitive nature of the mining industry;
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•
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Risk related to title to properties; and
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•
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Ability to consummate strategic transactions.
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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information contained elsewhere in this prospectus supplement and the
accompanying prospectus or incorporated by reference herein or therein. Because this is only a summary, it does not contain all of the information that you should consider before investing in our securities. You should read the entire
prospectus supplement and the accompanying prospectus carefully before making an investment decision, including the information presented under the headings “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements,”
all other information included or incorporated by reference herein or therein, and the consolidated financial statements and the notes thereto incorporated by reference in this prospectus supplement and the accompanying prospectus.
Our Company
Contango ORE engages in exploration for gold ore and associated minerals in Alaska. The Company conducts its operations through three primary means:
• a 30.0% membership interest in Peak Gold, LLC (the “Peak Gold JV”), which leases approximately 675,000 acres from the Tetlin Tribal Council and holds approximately 13,000
additional acres of State of Alaska mining claims (such combined acreage, the “Peak Gold JV Property”) for exploration and development, including in connection with the Peak Gold JV’s plan to mine ore from the Peak and North Peak deposits
within the Peak Gold JV Property (“Manh Choh” or the “Manh Choh Project”);
• its wholly-owned subsidiary, Alaska Gold Torrent, LLC, an Alaska limited liability company (“AGT”), which leases the mineral rights to approximately 8,600 acres of State of
Alaska and patented mining claims for exploration from Alaska Hard Rock, Inc., located in three former producing gold mines located on the patented claims in the Willow Mining District about 75 miles north of Anchorage, Alaska (“Lucky Shot”
or the “Lucky Shot Project”); and
• its wholly-owned subsidiary, Contango Minerals Alaska, LLC (“Contango Minerals”), which separately owns the mineral rights to approximately 145,280 acres of State of Alaska
mining claims for exploration, including (i) approximately 69,780 acres located immediately northwest of the Peak Gold JV Property (the “Eagle/Hona Property”), (ii) approximately 14,800 acres located northeast of the Peak Gold JV Property
(the “Triple Z Property”), (iii) approximately 52,700 acres of new property in the Richardson district of Alaska (the “Shamrock Property”) and (iv) approximately 8,000 acres located to the north and east of the Lucky Shot Project (the
“Willow Property” and, together with the Eagle/Hona Property, the Triple Z Property, and the Shamrock Property, collectively the “Minerals Property”). The Company relinquished approximately 69,000 acres located on the Eagle/Hona prospect in
November 2022. The Company retained essentially all of the acreage where drilling work was performed in 2019 and 2021, and used sampling data to determine which acreage should be released.
The Lucky Shot Project and the Minerals Property are collectively referred to in this prospectus as the “Contango Properties”.
The Company’s Manh Choh Project is in the development stage. All other projects are in the exploration stage.
The Company has been involved, directly and through the Peak Gold JV, in exploration on the Manh Choh Project since 2010,
which has resulted in identifying two mineral deposits (Main and North Manh Choh) and several other gold, silver, and copper prospects. The Peak Gold JV plans to mine ore from the Main and North Manh Choh deposits and then process the ore
at the existing Fort Knox mining and milling complex located approximately 240 miles (400 km) away. The use of the Fort Knox facilities is expected to accelerate the development of the Peak Gold JV Property and result in reduced upfront
capital development costs, smaller environmental footprint, a shorter permitting and development timeline and less overall execution risk for the Peak Gold JV to advance the Main and North Manh Choh deposits to production. The Peak
Gold JV has entered into an Ore Haul Agreement with Black Gold Transport, located in North Pole, Alaska to transport the Run-of-Mine ore from the Manh Choh mine site to the Fort Knox Mill complex. Peak Gold JV has also entered into a
contract with Kiewit Mining Group to provide contract mining and site preparation work at the Manh Choh site. The Peak Gold JV will be charged a toll for using the Fort Knox facilities pursuant to a toll milling agreement by and between
the Peak Gold JV and Fairbanks Gold Mining, Inc., which was entered into and became effective as of April 14, 2023.
|
Kinross Gold Corporation (“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, 2023, 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 (the “A&R JV LLCA Amendment”). The A&R JV LLCA Amendment provides that, beginning in 2023, the budget of the Peak
Gold JV shall be determined on a quarterly basis. The Peak Gold JV management committee approved a budget for the first and second calendar quarters of 2023 totaling $42.7 million, of which the Company’s share was $12.8 million. As of May
2023, the Company had funded $6.1 million of the approved first and second calendar quarter budgets. The current year budget primarily relates to access road construction and costs incurred for the refurbishment and expansion of the Manh
Choh camp facilities. The Manh Choh camp facilities, located in Tok, Alaska, have now been completed and construction work on the road has an expected completion of August 2023. The Mine Operating permit issued by the State of Alaska
Department of Natural Resources has been submitted. Once issued, mine site construction and mine development of the Manh Choh Project site can be undertaken so that the project remains on schedule for first gold production in the second
half of 2024.
At the Lucky Shot Project, the Company engaged Atkinson Construction and Major Drilling as contractors to execute the 2022
exploration/development program. The Company completed 29 exploration drill holes on the property. Drilling began in late June 2022, and ended in November when activities ceased in preparation for the winter months. All 29 holes
intersected the Lucky Shot vein structure. The Company has engaged a third-party structural geologist from Oriented Targeted Solutions Inc. to complete a structural analysis of the vein structure based on underground mapping and drill
core logging. The Company will release all assay results once the results have been finalized and quality assurance and quality control has been completed. The Company anticipates completing an initial resource estimate, and then making
plans for a follow-up program to continue exploration of the Lucky Shot vein structure. Once a sufficient size and quality of mineralized material has been defined, the Company expects to initiate a technical study to determine if
commercial mining is viable.
On the Shamrock Property, the Company conducted soil and surface rock chip sampling during 2021. Follow-up trenching and
detailed geologic mapping is planned for the summer of 2023. At the Eagle/Hona Property, the Company carried out a detailed reconnaissance of the northern and eastern portions of the large claim block that had not previously been detail
sampled. Due to the steep topography, a helicopter was used to execute the program safely. Follow-up geologic mapping and sampling is planned for the summer of 2023.
The Company’s 30.0% membership interest in the Peak Gold JV, its ownership of AGT and Contango Minerals, and cash on hand
constitute substantially all of the Company’s assets.
Our principal executive offices are located at 3700 Buffalo Speedway, Suite 925, Houston, Texas 77098. Our telephone number is
(713) 877-1311 and our website address is www.contangoore.com. Information contained on our website does not constitute a part of this prospectus supplement.
Recent Developments
Mine Operating and Closure Plan
On May 15, 2023, the Peak Gold JV received approval of its Waste Management Plan, Plan of Operations, and Reclamation and
Closure Plan from the State of Alaska Departments of Environmental Conservation and Natural Resources.
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Credit Facility
On May 17, 2023, the Company entered into a credit and guarantee agreement (the “Credit Agreement”), by and among CORE Alaska,
LLC as the borrower, each of the Company, Alaska Gold Torrent, LLC, and Contango Minerals Alaska, LLC, as guarantors, each of the lenders party thereto from time to time, ING Capital LLC as administrative agent for the lenders, and
Macquarie Bank Limited, as collateral agent for the secured parties. The Credit Agreement provides for a senior secured loan facility (the “Facility”) of up to US$70 million, of which $65 million is committed in the form of a term loan
facility and $5 million is uncommitted in the form of a discretionary liquidity buffer facility. The Company drew $10 million on the term loan facility at the initial closing, with future draws subject to certain additional conditions
being met.
Outstanding amounts under the Facility will bear interest based on the three-month adjusted term Secured Overnight Financing
Rate (“SOFR”) plus (i) 6.00% per annum prior to the completion date for the Manh Choh Project and (ii) 5.00% per annum thereafter, which will be payable quarterly. The Facility will mature on December 31, 2026 and will be repaid via
quarterly repayments over the life of the loan.
The Credit Agreement contains representations and warranties and affirmative and negative covenants customary for credit
facilities of this type, including customary events of default. One such event of default was deemed to have occurred if a second borrowing under the Facility had not occurred on or prior to July 17, 2023, 60 days following the closing
date of of the Credit Agreement. On July 17, 2023, because the conditions enabling a second borrowing had not been met, the Company entered into Amendment No. 1 to the Credit Agreement, which extended the time for such conditions to be
met by an additional 30 days, or until August 16, 2023.
S-K 1300 Reports
On May 26, 2023, the Company announced that it completed a Technical Report Summary (“TRS”), prepared in accordance with S-K
1300, on the Manh Choh Project. The Manh Choh TRS summarizes the results of a Feasibility Study (“FS”) and subsequent FS economic update prepared by KG Mining (Alaska), Inc., Contango’s joint venture partner for the Manh Choh Project and
an indirect subsidiary of Kinross. The mineral resource estimate set forth in the Manh Choh TRS represents an update as of December 31, 2022 to the April 2021 Manh Choh TRS.
On June 12, 2023, the Company announced that it completed a TRS, prepared in accordance with S-K 1300, on the Lucky Shot
Project. The Lucky Shot TRS summarizes mineral resource estimates held by Contango at the Lucky Shot Project as of May 26, 2023.
See “Notice Regarding Mineral Disclosure” on page S-iii of this prospectus supplement.
|
The Offering
Common stock offered by us _______ shares of common stock.
Offering price $________ for each share of common stock.
Common stock to be outstanding following the offering(1) ______ shares of common stock (or ______ shares of common stock if the underwriters exercise their
option to
purchase additional shares in full).
Over-allotment option We have granted the underwriters an option to
purchase up to an additional _______ shares of our common stock.
This option is exercisable, in whole or in part, for a period of 30 days from the date of this prospectus supplement.
Lock-ups Our officers and directors and certain
of our stockholders will enter into lock-up agreements restricting the
transfer of shares of or relating to our capital
stock for 120 days after the closing of this offering, subject to certain
exceptions.
Use of proceeds We expect to receive net proceeds to us from this offering of approximately
$____ million (or approximately
$____ million if the underwriters exercise their option to purchase additional shares in full) after deducting
underwriting discounts and estimated offering expenses.
We intend to use the net proceeds (after the payment of any offering expenses and/or underwriting discounts and
commissions) from this offering to fund our contribution obligations to the Peak Gold JV for the Manh Choh
Project, continue exploration drilling at the Lucky Shot Project and fund working capital requirements. See the
“Use of Proceeds” section of this prospectus supplement.
Risk factors Investing in our common stock involves a high
degree of risk. See the “Risk Factors” section of this prospectus
supplement and the underlying prospectus and other information included or incorporated by reference into this
prospectus supplement and the accompanying
prospectus for a discussion of the factors you should carefully consider
before deciding to invest in our common
stock.
NYSE American symbol “CTGO” _______________
(1) The number of shares of common stock is based on 7,781,690 shares outstanding as of July 19, 2023, which, as of March 31, 2023, includes 429,376 shares of unvested
restricted stock at a weighted average price of $21.00, and excludes:
• 501,000 shares of common stock issuable upon the exercise of outstanding options and warrants at a weighted average exercise price of $14.50 and $28.90, respectively;
• 473,386 shares of common stock available for future issuance under our Amended and Restated 2010 Equity Compensation Plan; and
• 655,738 shares of our common stock issuable upon conversion of our outstanding convertible debenture.
Unless specifically stated otherwise, all information in this prospectus supplement assumes no exercise of outstanding stock options or warrants or conversion of convertible notes described above.
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•
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Limit the personal liability of directors;
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•
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Limit the persons who may call special meetings of stockholders;
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Prohibit stockholder action by written consent;
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•
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Establish advance notice requirements for nominations for election of the Board and for proposing matters to be acted on by stockholders at stockholder meetings;
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•
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Require us to indemnify directors and officers to the fullest extent permitted by applicable law; and
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•
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Impose restrictions on business combinations with some interested parties.
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•
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funding the Company’s contribution obligations to the Peak Gold JV for remaining capital and capital contributions in order to maintain our 30% equity interest in the development of the Manh Choh Project until positive cash flow from
operations is realized;
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•
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advanced surface and underground exploration on our 100% owned Lucky Shot Project, including surface and underground drilling and assaying, under access development (tunneling and drifting), road maintenance for year-round operations,
various test work (metallurgy, hydrology and geotechnical), and management oversight;
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•
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continued exploration of the Minerals Property;
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•
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funding working capital requirements; and
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•
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general corporate purposes, including evaluation of potential strategic acquisitions.
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Public offering price per share
|
$
|
[___]
|
|||
Net tangible book value per share as of March 31, 2023
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$
|
(0.78)
|
|||
Increase in net tangible book value per share attributable to this offering
|
$
|
[___]
|
|||
As adjusted net tangible book value per share as of March 31, 2023
|
$
|
[___]
|
|||
Dilution per share to investors participating in this offering
|
$
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[____]
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•
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501,000 shares of common stock issuable upon the exercise of outstanding options and warrants at a weighted average exercise price of $14.50 and $28.90, respectively;
|
•
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473,386 shares of common stock available for future issuance under our Amended and Restated 2010 Equity Compensation Plan; and
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•
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655,738 shares of our common stock issuable upon conversion of our outstanding convertible debenture.
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•
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on an actual basis; and
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•
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on a pro forma as adjusted basis, giving effect to the sale of the shares in this offering at a public offering price of $_____ per share, after deducting estimated underwriting discounts and commissions and estimated offering expenses.
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As of March 31, 2023
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|||||||
Actual
|
As Adjusted
|
||||||
(in thousands,
except per share amounts) |
|||||||
Cash and cash equivalents
|
$
|
2,919
|
$
|
–
|
|||
Current Assets
|
4,127
|
||||||
Total Assets
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$
|
17,540
|
|||||
Total liabilities
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$
|
23,264
|
|||||
Stockholders’ equity:
|
|||||||
Common stock, $0.01 par value, 45,000,000 shares authorized, 7,306,718 shares issued and outstanding as of March 31, 2023
|
73
|
||||||
Additional paid-in capital
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$
|
82,063
|
|||||
Accumulated Deficit
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(87,860
|
)
|
|||||
Total stockholders’ equity
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(5,724
|
)
|
|||||
Total Liabilities and Stockholders Equity
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$
|
17,540
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•
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429,376 shares of unvested restricted stock at a weighted average exercise price of $21.00, and excludes:
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•
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501,000 shares of common stock issuable upon the exercise of outstanding options and warrants at a weighted average exercise price of $14.50 and $28.90, respectively;
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•
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473,386 shares of common stock available for future issuance under our Amended and Restated 2010 Equity Compensation Plan; and
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•
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655,738 shares of our common stock issuable upon conversion of our outstanding convertible debenture.
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Number of Shares
|
||
Underwriter
|
||
Maxim Group LLC
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—
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Freedom Capital Markets
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—
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TOTAL
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—
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Per Share of
Common Stock |
Total Without
Exercise of Over-Allotment Option |
Total With
Full Exercise of Over-Allotment Option |
||||
Public offering price
|
||||||
Underwriting discounts and commissions
|
||||||
Proceeds, before expenses, to us
|
•
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Stabilizing transactions — The representative may make bids or purchases for the purpose of pegging, fixing or maintaining the price of the shares, so long as stabilizing bids do not exceed a specified maximum.
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•
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Over-allotments and syndicate covering transactions — The underwriters may sell more shares of our common stock in connection with this offering than the number of shares than they have committed to purchase. This over-allotment creates
a short position for the underwriters. This short sales position may involve either “covered” short sales or “naked” short sales. Covered short sales are short sales made in an amount not greater than the underwriters’ over-allotment option
to purchase additional shares in this offering described above. The underwriters may close out any covered short position either by exercising its over-allotment option or by purchasing shares in the open market. To determine how they will
close the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market, as compared to the price at which they may purchase shares through the over-allotment
option. Naked short sales are short sales in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the
underwriters are concerned that, in the open market after pricing, there may be downward pressure on the price of the shares that could adversely affect investors who purchase shares in this offering.
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•
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Penalty bids — If the representative purchases shares in the open market in a stabilizing transaction or syndicate covering transaction, it may reclaim a selling concession from the underwriters and selling group members who sold those
shares as part of this offering.
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•
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Passive market making — Market makers in the shares who are underwriters or prospective underwriters may make bids for or purchases of shares, subject to limitations, until the time, if ever, at which a stabilizing bid is made.
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•
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to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
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•
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to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the representatives; or
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•
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in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
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•
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to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;
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•
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to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the representatives; or
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•
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in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000 (the “FSMA”),
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•
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an individual who is a citizen or resident of the United States;
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•
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a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in, or under the laws of, the United States, any state thereof or the District of Columbia;
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•
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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
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•
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a trust that (a) is subject to the primary supervision of a court within the United States and one or more U.S. persons has the authority to control all substantial decisions of the trust or (b) otherwise has validly elected to be
treated as a U.S. domestic trust.
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•
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the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met;
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•
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the gain is effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the
Non-U.S. Holder in the United States); or
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•
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our common stock constitutes a U.S. real property interest by reason of our status as a United States real property holding corporation (a “USRPHC”), for U.S. federal income tax purposes during the shorter of the five-year period
ending on the date of the disposition or the Non-U.S. Holder’s holding period for our common stock.
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•
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our Annual Report on Form 10-K for the fiscal year ended June 30, 2022, filed with the SEC on August 31, 2022;
|
•
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Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2022, filed with the SEC on March 3, 2023;
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•
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our Quarterly Reports on Form 10-Q (i) for the fiscal quarter ended September 30, 2022, filed with the SEC on November 10, 2022, (ii) for the fiscal quarter ended December 31, 2022, filed with the SEC on February 6, 2023 and
(iii) for the fiscal quarter ended March 31, 2023, filed with the SEC on May 11, 2023;
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•
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our Current Reports on Form 8-K filed with the SEC on September 2, 2022, November 15, 2022, December 23, 2022, January 19, 2023, May 19, 2023, June 2, 2023, June 9, 2023 and June 16, 2023;
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•
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our Definitive Proxy Statement on Schedule 14A filed with the SEC on October 4, 2022; and
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•
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the description of our shares of common stock contained in our Registration Statement on Form 8‑A filed with the SEC on November 21, 2021, as updated by the description of our common stock filed as Exhibit 4.12 to our Annual Report
on Form 10-K for the fiscal year ended June 30, 2022 filed with the SEC on August 31, 2022, including any amendment or report filed for the purpose of updating such description.
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Page
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About This Prospectus
|
ii
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|
Notice Regarding Mineral Disclosure
|
iii
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|
Cautionary Statement Regarding Forward-Looking Statements
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iv
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|
Summary
|
1
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Risk Factors
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5
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|
Use of Proceeds
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16
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Our Properties
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17
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Description of Capital Stock
|
33
|
|
Description of Warrants
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38
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Description of Subscription Rights
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39
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Description of Units
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40
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Selling Stockholder
|
41
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Plan of Distribution
|
42
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Legal Matters
|
43
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Experts
|
43
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Where You Can Find More Information |
44 | |
Exhibits
|
48
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•
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The Company’s financial position;
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•
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Business strategy, including outsourcing;
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•
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Meeting the Company’s forecasts and budgets;
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•
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Anticipated capital expenditures and the availability of future financing;
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•
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Prices of gold and associated minerals;
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•
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Timing and amount of future discoveries (if any) and production of natural resources on the Peak Gold JV Property and the Company's other properties;
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•
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Operating costs and other expenses;
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•
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Cash flow and anticipated liquidity;
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•
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The Company’s ability to fund its business with current cash reserves based on currently planned activities;
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•
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Prospect development;
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•
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Operating and legal risks; and
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•
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New governmental laws and regulations.
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•
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Ability to raise capital to fund capital expenditures;
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•
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Ability to retain or maintain our relative ownership interest in the Peak Gold JV;
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•
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Ability to influence management of the Peak Gold JV;
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•
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Ability to realize the anticipated benefits of the Kinross Transactions, including ability to process ore mined from the Peak Gold JV Property at the existing Fort Knox mining
and milling complex;
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•
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Disruption from the Kinross Transactions and transition of the Peak Gold JV's management to Kinross, including as it relates to maintenance of business and operational
relationships, potential delays or changes in plans with respect to exploration or development projects or capital expenditures;
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•
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Operational constraints and delays;
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•
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The risks associated with exploring in the mining industry;
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•
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The timing and successful discovery of natural resources;
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•
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Availability of capital and the ability to repay indebtedness when due;
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•
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Declines and variations in the price of gold and associated minerals;
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•
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Availability of operating equipment;
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•
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Operating hazards attendant to the mining industry;
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•
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The ability to consummate acquisitions and the effects of acquisitions on our business;
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•
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Weather;
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•
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The ability to find and retain skilled personnel;
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•
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Restrictions on mining activities;
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•
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Legislation that may regulate mining activities;
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•
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Changes in applicable tax rates and other regulatory changes;
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•
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Impact of new and potential legislative and regulatory changes (including commitments to international agreements) on mining operating and safety standards;
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•
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Uncertainties of any estimates and projections relating to any future production, costs and expenses (including changes in the cost of fuel, power, materials and supplies);
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•
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Timely and full receipt of sale proceeds from the sale of any of our mined products (if any);
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•
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Stock price and interest rate volatility;
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•
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Federal and state regulatory developments and approvals;
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•
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Availability and cost of material and equipment;
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•
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Actions or inactions of third parties;
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•
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Potential mechanical failure or under-performance of facilities and equipment;
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•
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Environmental and regulatory, health and safety risks;
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•
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Strength and financial resources of competitors;
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•
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Worldwide economic conditions;
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•
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Impact of pandemics, such as the worldwide COVID-19 outbreak, which could impact the Company’s or the Peak Gold JV’s exploration schedule and operating activities and result in
reduced demand for mined minerals;
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•
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Expanded rigorous monitoring and testing requirements;
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•
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Ability to obtain insurance coverage on commercially reasonable terms;
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|
•
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Competition generally and the increasing competitive nature of the mining industry;
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•
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Risk related to title to properties; and
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•
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Ability to consummate strategic transactions.
|
●
|
a 30.0% membership interest in Peak Gold, LLC (the “Peak Gold JV”), which leases approximately 675,000 acres from the Tetlin Tribal Council and holds
approximately 13,000 additional acres of State of Alaska mining claims (such combined acreage, the “Peak Gold JV Property”) for exploration and development, including in connection with the Peak Gold JV's plan to mine ore
from the Peak and North Peak deposits within the Peak Gold JV Property (the “Manh Choh Project”);
|
●
|
its wholly-owned subsidiary, Alaska Gold Torrent, LLC, an Alaska limited liability company (“AGT”), which leases the mineral rights to approximately 8,600
acres of State of Alaska and patented mining claims for exploration from Alaska Hard Rock, Inc., located in three former producing gold mines located on the patented claims in the Willow Mining District about 75 miles north
of Anchorage, Alaska (the “Lucky Shot Property”); and
|
●
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its wholly-owned subsidiary, Contango Minerals Alaska, LLC (“Contango Minerals”), which separately owns the mineral rights to approximately 215,800 acres
of State of Alaska mining claims for exploration, including (i) approximately 139,100 acres located immediately northwest of the Peak Gold JV Property (the “Eagle/Hona Property”), (ii) approximately 14,800 acres located
northeast of the Peak Gold JV Property (the “Triple Z Property”), (iii) approximately 52,700 acres of new property in the Richardson district of Alaska staked by the Company in the first quarter of 2021 (the “Shamrock
Property”) and (iv) approximately 9,200 acres located to the north and east of the Lucky Shot Property (the “Willow Property” and, together with the Shamrock Property, the Eagle/Hona Property and the Triple Z Property,
collectively the “Minerals Property”)
|
Category
|
Tonnage
(000 t)
|
Grade
(g/t Au)
|
Contained Metal
(000 oz Au)
|
Grade
(g/t Ag)
|
Contained Metal
(000 oz Ag)
|
Grade
(g/t AuEq) |
Contained Metal
(000 oz AuEq) |
Measured
|
473
|
6.4
|
97
|
16.7
|
254
|
6.6
|
101
|
Indicated
|
8,728
|
4.0
|
1,111
|
14.1
|
3,945
|
4.2
|
1,168
|
Total
Measured +
Indicated
|
9,201
|
4.1
|
1,208
|
14.2
|
4,199
|
4.3
|
1,267
|
Inferred
|
1,344
|
2.7
|
116
|
16.1
|
694
|
2.9
|
126
|
Category
|
Tonnage
(000 t)
|
Grade
(g/t Au)
|
Contained Metal
(000 oz Au)
|
Grade
(g/t Ag)
|
Contained Metal
(000 oz Ag)
|
Grade
(g/t AuEq) |
Contained Metal
(000 oz AuEq) |
Measured
|
142
|
6.4
|
29
|
16.7
|
76
|
6.6
|
30
|
Indicated
|
2,618
|
4.0
|
333
|
14.1
|
1,183
|
4.2
|
350
|
Total
Measured +
Indicated
|
2,760
|
4.1
|
362
|
14.2
|
1,260
|
4.3
|
380
|
Inferred
|
403
|
2.7
|
35
|
16.1
|
208
|
2.9
|
38
|
1.
|
The definitions for Mineral Resources in the SEC Mining Modernization Rules were followed for Mineral Resources.
|
2.
|
The point of reference for the Mineral Resources is in situ.
|
3.
|
Mineral Resources are estimated at a cut-off value of US$28 NSR/t and US$30 NSR/t.
|
4.
|
Mineral Resources are estimated using a long-term gold price of US$1,400 per ounce Au, and US$20 per ounce Ag.
|
5.
|
Metallurgical recoveries were 90% Au and 52% Ag for the Main+West Zone and 94% Au and 60% Ag for the North Zone.
|
6.
|
Silver equivalents are reported using a ratio of 70 oz silver per 1 oz gold.
|
7.
|
Bulk density is 2.75 t/m3.
|
8.
|
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
|
9.
|
Numbers may not add due to rounding.
|
●
|
Ground or slope failures;
|
●
|
Pressure or irregularities in formations affecting ore or wall rock characteristics;
|
●
|
Equipment failures or accidents;
|
●
|
Adverse weather conditions;
|
●
|
Compliance with governmental requirements and laws, present and future;
|
●
|
Shortages or delays in the availability and delivery of equipment; and
|
●
|
Lack of adequate infrastructure, including access to roads, electricity and available housing.
|
●
|
U.S. and global economic conditions;
|
●
|
Domestic and foreign tax policy;
|
●
|
The price of gold;
|
●
|
The cost of exploring for, producing and processing gold;
|
●
|
Available transportation capacity; and
|
●
|
The overall supply and demand for gold.
|
●
|
Require that the Company and/or the Peak Gold JV obtain permits before commencing mining work and to comply with ongoing permit requirements;
|
●
|
Restrict the substances that can be released into the environment in connection with mining work and require remediation of substances that are released;
|
●
|
Impose obligations to reclaim land in order to minimize long term effects of land disturbance; and
|
●
|
Limit or prohibit mining work on protected areas.
|
●
|
accurately assessing the value, strengths, weaknesses, contingent and other liabilities, and potential profitability of acquisition;
|
●
|
unanticipated costs;
|
●
|
diversion of management’s attention from existing business;
|
●
|
integrating the acquired business or property;
|
●
|
decline in the value of acquired properties or companies; and
|
●
|
unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying the acquisition.
|
●
|
exploration for possible mineral reserves and resources at the Contango Properties;
|
●
|
funding working capital requirements;
|
●
|
capital expenditures;
|
●
|
repayment or refinancing of indebtedness;
|
●
|
strategic acquisitions;
|
●
|
general corporate purposes; and
|
●
|
repurchases and redemptions of securities.
|
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
|
||||||
159
|
688,000
|
||||||||||
AGT (Leased from Alaska Hard Rock Inc.) (100% Interest):
|
|||||||||||
Lucky Shot
|
South Central
|
Gold
|
58
|
7,900
|
State Mining Claims
|
||||||
Lucky Shot
|
South Central
|
Gold
|
43
|
700
|
Patented Mining Claims
|
||||||
101
|
8,600
|
||||||||||
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
|
72
|
9,200
|
State Mining Claims
|
||||||
1,406
|
215,800
|
||||||||||
TOTALS:
|
1,666
|
912,400
|
Year
|
Program
|
Core
Samples
|
Rock
Samples
|
Soil
Samples
|
Pan Con
Samples
|
Stream Silt
Samples
|
Core (feet)
|
IP/Geophysics
(kilometers)
|
Trenching
(feet)
|
|||||||||||||||||||||||||
2009
|
Chief Danny
|
-
|
958
|
33
|
94
|
11
|
-
|
-
|
2,330
|
|||||||||||||||||||||||||
2010
|
Chief Danny
|
-
|
613
|
760
|
668
|
795
|
-
|
14
|
-
|
|||||||||||||||||||||||||
2011
|
Chief Danny
|
1,267
|
20
|
688
|
-
|
-
|
8,057
|
3,957
|
-
|
|||||||||||||||||||||||||
2012
|
Chief Danny
|
5,223
|
82
|
1,029
|
-
|
-
|
36,004
|
-
|
-
|
|||||||||||||||||||||||||
2013
|
Chief Danny
|
8,970
|
14
|
1,406
|
85
|
278
|
47,079
|
2,414
|
-
|
|||||||||||||||||||||||||
2014
|
Chief Danny
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||
2015
|
Chief Danny
|
8,352
|
133
|
-
|
-
|
-
|
46,128
|
-
|
-
|
|||||||||||||||||||||||||
2016
|
Chief Danny
|
10,450
|
21
|
694
|
-
|
-
|
67,336
|
24
|
-
|
|||||||||||||||||||||||||
2017
|
Chief Danny
|
11,864
|
112
|
975
|
408
|
408
|
59,347
|
48
|
-
|
|||||||||||||||||||||||||
2018
|
Chief Danny
|
2,973
|
402
|
63
|
45
|
9
|
20,307
|
80
|
-
|
|||||||||||||||||||||||||
2019
|
Chief Danny
|
1,575
|
839
|
1,563
|
18
|
-
|
10,079
|
1,049
|
-
|
|||||||||||||||||||||||||
2020
|
Chief Danny
|
-
|
-
|
-
|
-
|
-
|
4,575
|
-
|
-
|
|||||||||||||||||||||||||
2021
|
Chief Danny
|
-
|
-
|
-
|
-
|
-
|
32,207
|
-
|
-
|
|||||||||||||||||||||||||
50,674
|
3,194
|
7,211
|
1,318
|
1,501
|
331,119
|
7,586
|
2,330
|
Category
|
Tonnage
(000 t)
|
Grade
(g/t Au)
|
Contained Metal
(000 oz Au)
|
Grade
(g/t Ag)
|
Contained Metal
(000 oz Ag)
|
Grade
(g/t AuEq) |
Contained Metal
(000 oz AuEq) |
Measured
|
473
|
6.4
|
97
|
16.7
|
254
|
6.6
|
101
|
Indicated
|
8,728
|
4.0
|
1,111
|
14.1
|
3,945
|
4.2
|
1,168
|
Total
Measured +
Indicated
|
9,201
|
4.1
|
1,208
|
14.2
|
4,199
|
4.3
|
1,267
|
Inferred
|
1,344
|
2.7
|
116
|
16.1
|
694
|
2.9
|
126
|
Category
|
Tonnage
(000 t)
|
Grade
(g/t Au)
|
Contained Metal
(000 oz Au)
|
Grade
(g/t Ag)
|
Contained Metal
(000 oz Ag)
|
Grade
(g/t AuEq) |
Contained Metal
(000 oz AuEq) |
Measured
|
142
|
6.4
|
29
|
16.7
|
76
|
6.6
|
30
|
Indicated
|
2,618
|
4.0
|
333
|
14.1
|
1,183
|
4.2
|
350
|
Total
Measured +
Indicated
|
2,760
|
4.1
|
362
|
14.2
|
1,260
|
4.3
|
380
|
Inferred
|
403
|
2.7
|
35
|
16.1
|
208
|
2.9
|
38
|
1.
|
The definitions for Mineral Resources in the SEC Mining Modernization Rules were followed for Mineral Resources.
|
2.
|
The point of reference for the Mineral Resources is in situ.
|
3.
|
Mineral Resources are estimated at a cut-off value of US$28 NSR/t and US$30 NSR/t.
|
4.
|
Mineral Resources are estimated using a long-term gold price of US$1,400 per ounce Au, and US$20 per ounce Ag.
|
5.
|
Metallurgical recoveries were 90% Au and 52% Ag for the Main+West Zone and 94% Au and 60% Ag for the North Zone.
|
6.
|
Silver equivalents are reported using a ratio of 70 oz silver per 1 oz gold.
|
7.
|
Bulk density is 2.75 t/m3.
|
8.
|
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
|
9.
|
Numbers may not add due to rounding.
|
1.
|
Alaska Hard Rock Exploration and Reclamation Permit #2626 covering exploration drilling activities on the Tetlin Lease. This permit now extends through December
31, 2025. Each year during the term of the permit, the Peak Gold JV will submit a reclamation statement detailing reclamation actions taken and a letter of intent to do reclamation for the following year.
|
2.
|
Alaska Temporary Water Use Permit F2020-093, allowing a seasonal average water use of 21,600 gallons per day during the period May 20 to October 15. The permit
expires December 31, 2025. These water use authorizations are specific to Alaska Hard Rock Exploration permit #2626.
|
3.
|
Alaska Mining Permit Application (APMA) F192900 covering exploration activities for a 5-year period on the Hona Exploration Project was received on August 6,
2019.
|
4.
|
Alaska Department of Fish & Game (ADF&G), Habitat Division issued the Fish Habitat Permit FH19-III-0117 for activities associated with F192900 on June 4.
The Fish Habitat Permit will expire on December 31, 2023.
|
5.
|
Alaska Department of Natural Resources (ADNR), Division of Mining, Land and Water issued a Temporary Water Use Authorization (TWUA) for the Hona exploration area
on August 12, 2019.
|
1.
|
Alaska Hard Rock Exploration and Reclamation Permit #2849 covering exploration drilling activities on the Buck State Mining Claims. This permit now extends
through December 31, 2025. Each year during the term of the permit, the Company will submit a reclamation statement detailing reclamation actions taken and a letter of intent to do reclamation for the following year.
|
2.
|
Alaska Temporary Water Use Permit F2021-083, allowing a seasonal average water use of 21,600 gallons per day during the period June 1 to October 31. The permit
expires December 31, 2025. These water use authorizations are specific to Alaska Hard Rock Exploration permit #2849.
|
3.
|
Alaska Department of Fish & Game (ADF&G), Habitat Division issued the Fish Habitat Permit FH21-III-0147 for activities associated with F212849 on June
16, 2021. The Fish Habitat Permit will expire on December 31, 2025.
|
●
|
the transaction is approved by the Board before the date the interested stockholder attained that status;
|
●
|
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock
plans, in some instances; and
|
●
|
on or after such time, the business combination is approved by the Board and authorized at a meeting of stockholders by at least two-thirds of the outstanding
voting stock that is not owned by the interested stockholder.
|
●
|
permit the Board to issue up to 15,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate;
|
●
|
provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of
directors then in office;
|
●
|
provide that our Bylaws may only be amended by the affirmative vote of the majority of the Board or the holders of two-thirds of our then outstanding common
stock;
|
●
|
provide that special meetings of our stockholders may only be called by the Board, the president or the holders of a majority of our then outstanding common
stock;
|
●
|
eliminate the personal liability of our directors for monetary damages resulting from breaches of their fiduciary duty to the extent permitted by the DGCL and
indemnify our directors and officers to the fullest extent permitted by the DGCL;
|
●
|
provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of
stockholders must provide notice in writing in a timely manner, and also specify requirements as to the form and content of a stockholder’s notice; and
|
●
|
do not provide for cumulative voting rights, therefore allowing the holders of a plurality of votes cast in any election of directors to elect all of the
directors standing for election, if they should so choose.
|
●
|
for any breach of the director’s duty of loyalty to the corporation or its stockholders;
|
●
|
for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
|
●
|
for unlawful payment of dividend or unlawful stock purchase or redemption; or
|
●
|
for any transaction from which the director derived an improper personal benefit.
|
●
|
the title of the warrants;
|
●
|
the offering price for the warrants, if any;
|
●
|
the aggregate number of the warrants;
|
●
|
the designation and terms of the common stock or preferred stock that may be purchased upon exercise of the warrants;
|
●
|
if applicable, the designation and terms of the securities that the warrants are issued with and the number of warrants issued with each security;
|
●
|
if applicable, the date from and after which the warrants and any securities issued with the warrants will be separately transferable;
|
●
|
the number of shares of common stock or preferred stock that may be purchased upon exercise of a warrant and the price at which the shares may be purchased upon
exercise;
|
●
|
the dates on which the right to exercise the warrants will commence and expire;
|
●
|
if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
|
●
|
the currency or currency units in which the offering price, if any, and the exercise price are payable;
|
●
|
if applicable, a discussion of material U.S. federal income tax considerations;
|
●
|
anti-dilution provisions of the warrants, if any;
|
●
|
redemption or call provisions, if any, applicable to the warrants;
|
●
|
any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants; and
|
●
|
any other information we think is important about the warrants.
|
●
|
the price, if any, for the subscription rights;
|
●
|
the exercise price payable for our common stock or preferred stock upon the exercise of the subscription rights;
|
●
|
the number of subscription rights to be issued to each stockholder;
|
●
|
the number and terms of our common stock or preferred stock which may be purchased per each subscription right;
|
●
|
the extent to which the subscription rights are transferable;
|
●
|
any other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rights;
|
●
|
the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire;
|
●
|
the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities or an overallotment privilege to
the extent the securities are fully subscribed; and
|
●
|
if applicable, the material terms of any standby underwriting or purchase arrangement which may be entered into by us in connection with the offering of
subscription rights.
|
●
|
the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or
transferred separately;
|
●
|
the price or prices at which the units will be issued;
|
●
|
the date, if any, on and after which the securities included in the units will be separately transferable;
|
●
|
any provisions of the governing unit agreement that differ from those described in this section; and
|
●
|
any provisions for the issuance, payment, settlement, transfer, or exchange of the units or of the securities comprising the units.
|
Name of
selling stockholder
|
Shares of common stock
beneficially owned prior to the offering |
Shares of
common stock to be offered |
Shares of common stock
beneficially owned after the offering(1) |
||
Number
|
Percentage
|
Number
|
Percentage
|
||
Kenneth R. Peak Marital Trust
|
788,102
|
11.8%
|
415,000
|
373,102
|
5.6%
|
●
|
through agents to the public or to investors;
|
●
|
to one or more underwriters for resale to the public or to investors;
|
●
|
in “at the market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act of 1933, as amended, or the Securities Act, to or through a market maker
or into an existing trading market, on an exchange or otherwise;
|
●
|
directly to investors; or
|
●
|
through a combination of these methods of sale.
|
●
|
the name or names of any agents or underwriters;
|
●
|
the purchase price of the securities being offered and the proceeds we will receive from the sale;
|
●
|
any over-allotment options under which underwriters may purchase additional securities from us;
|
●
|
any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
|
●
|
the public offering price; and
|
●
|
any discounts or concessions allowed or re-allowed or paid to dealers.
|
●
|
our Annual Report on Form 10-K for the fiscal year
ended June 30, 2021, filed with the SEC on August 31, 2021;
|
●
|
our Current Reports on Form 8-K filed with the SEC on August 25,
2021, September 22, 2021; and October 21, 2021;
|
●
|
our Definitive Proxy Statement on Schedule 14A filed
with the SEC on October 4, 2021; and
|
●
|
the description of our shares of common stock contained in Exhibit
99.1 filed with our Current Report on Form 8‑K on October 21, 2021, including any amendment or report filed for the purpose of updating such description.
|
Maxim Group LLC
|
Freedom Capital Markets
|
1 Year Contango Ore Chart |
1 Month Contango Ore Chart |
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