Contango Silver & Gold Inc 8-K/A, filed Feb 6, 2023
Contango Silver & Gold Inc. (CTGO)
8-K/A
2023-02-06
For: 2023-02-02
View Original
Added on
April 06, 2026
About this 8-K/A
Contango Silver & Gold Inc filed this 8-K/A on February 6, 2023, reporting on events of February 2, 2023.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 2, 2023
(Exact name of Registrant as specified in its charter)
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
(Address
of principal executive offices)
|
(Zip Code)
|
|
Registrant’s Telephone Number, including area code: (
|
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
|
Item 7.01.
|
Regulation FD Disclosure.
|
On February 2, 2023, the Company made
available a new corporate presentation. A copy of this presentation titled “Corporate Update and Plans for 2023-2024” is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is available on the Company’s website at www.contangoore.com.
The Company’s presentation furnished as Exhibit 99.1 to this Current Report contains non-GAAP financial measures.
Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable
measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. Reconciliations of these non-GAAP financial measures are not included in the furnished presentation due to the inherent
difficulty and impracticality of quantifying certain amounts that would be required to calculate the most directly comparable GAAP financial measures. In addition, certain of the non-GAAP financial measures have been prepared by Kinross Gold
Corporation, the Company’s partner in, and the manager of, Peak Gold, LLC, a joint venture company in which the Company currently holds a 30% interest, and are based on International Financial Reporting Standards (IFRS) accounting standards and
detailed information to which the Company has not had access to at this time. As a result, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measure without
unreasonable efforts.
The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the
Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Cautionary Note Regarding Forward-Looking Statements
Many of the statements included or incorporated in this Current Report on Form 8-K and the furnished exhibit
constitutes “forward-looking statements.” In particular, they include statements relating to future actions, strategies, future operating and financial performance, ability to realize the anticipated benefits of the transactions with an
affiliate of Kinross Gold Corporation and the Company’s future financial results. These forward-looking statements are based on current expectations and projections about future events. Readers are cautioned that forward-looking statements are
not guarantees of future operating and financial performance or results and involve substantial risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of the Company may differ materially from
those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, factors described from time to time in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q
filed with the Securities and Exchange Commission (including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein).
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits.
|
Exhibit No.
|
Description of Exhibit
|
|
99.1*
|
|
*
|
Filed herewith
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
|
CONTANGO ORE, INC. |
|
|
|
|
|
By: /s/ Leah Gaines |
|
|
Leah Gaines |
|
|
Vice President, Chief Financial Officer, Chief Accounting
Officer, Treasurer and Secretary
|
Dated: February 3, 2023
| Exhibit 99.1 |
February 2023 Corporate Update and Plans for 2023-2024
FORWARD LOOKING STATEMENT The Feasibility Study (“FS”) referenced herein that relates to Peak Gold,
LLC (“Peak Gold”), was prepared by Kinross Gold Corporation (“Kinross”), which controls the Manager of Peak Gold and holds 70% of its outstanding membership interests, in accordance with Canadian National Instrument 43-101 (NI 43-101). CORE
owns the remaining 30% membership interest in Peak Gold, and must rely on Kinross and its affiliates for the FS and related information. Further, CORE is not subject to regulation by Canadian regulatory authorities and no Canadian regulatory
authority has reviewed the FS or passed upon its accuracy or compliance with NI 43-101. The terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” as used in the resource estimate,
the FS and this presentation are Canadian mining terms as defined in accordance with NI 43-101. Mining disclosure in the United States was previously required to comply with the U.S. Securities and Exchange Commission’s (the “SEC”) Industry
Guide 7 (“SEC Industry Guide 7”) under the United States Securities Exchange Act of 1934, as amended. The SEC adopted final rules to replace SEC Industry Guide 7 with new mining disclosure rules under sub-part 1300 of Regulation S-K of the
U.S. Securities Act (“Regulation S-K 1300”), which became mandatory for U.S. reporting companies beginning with the first fiscal year commencing on or after January 1, 2021. Under Regulation S-K 1300, the SEC now recognizes estimates of
“Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources”. In addition, the SEC has amended its definitions of “Proven Mineral Reserves” and “Probable Mineral Reserves” to be substantially similar to
international standards. Under Regulation S-K 1300, an SEC registrant with material mining operations must disclose specified information in its SEC filings concerning mineral resources, in addition to mineral reserves, which have been
determined on one or more of its properties. Such mineral resources and reserves are supported by a technical report summary (the “S-K 1300 Report”), which is dated and signed by a qualified person or persons, and identifies and summarizes
the information reviewed and conclusions reached by each qualified person about the SEC registrant’s mineral resources or mineral reserves determined to be on each material property. CORE is in the process of preparing an S-K 1300 Report
based on the FS. Investors are cautioned that while the Regulation S-K 1300 definitions are “substantially similar” to the NI 43-101 definitions, there are differences between the two. Accordingly, there is no assurance any mineral reserve
or mineral resource estimates that CORE may report as “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had CORE prepared the mineral
reserve or mineral resource estimates under the standards adopted under Regulation S-K 1300. Further, U.S. investors are also cautioned that while the SEC recognizes “measured mineral resources”, “indicated mineral resources” and “inferred
mineral resources” under Regulation S-K 1300, investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves.
Mineralization that has been characterized as resources has a greater degree of uncertainty as to its existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume
that any measured mineral resources, indicated mineral resources or inferred mineral resources that CORE reports are or will be economically or legally mineable. Please see the CORE's press release dated July 28, 2022for more detail
regarding the FS; and Kinross' July 27, 2022 and second quarter results: https://www.kinross.com/news-and-investors/news-releases/press-release-details/2022/Kinross-reports-2022-second-quarter-results/default.aspx 2
CORPORATE OVERVIEW Now trading on the NYSE American: CTGO 7.2 Million Shares Outstanding 7.7 Million
Shares Fully Diluted 100,000 Options; Warrants – 400,000 - 2year @$25 $20 million Convertible Debt (8% Coupon) Convertible @ $30.50 ~ $US 8 Million Cash as of February, 2023 Contango 30% owner of Peak JV; Kinross Owns 70% and is
Operator 100% owner of the Lucky Shot Property 100% owner of the Shamrock, Eagle-Hona and Triple Z 3 $10M Strategic Investment by Alaska Future Fund Contango ORE is expecting strong cash flow per share (CFPS) starting in 2024
Construction decision made July 2022 CAPITAL STRUCTURE Institutional Retail / Others Directors & Officers (Insiders)
Developing Alaska’s Next Gold Mines Manh Choh – Development Stage Project “Early Works” Underway
Partnership with Kinross (70%) and the Alaska Native Tetlin Tribe (Royalty) 100% Owned Lucky Shot Mine – Exploring historic high-grade gold mine Three Early-Stage Exploration Projects: Shamrock Eagle-Hona Triple Z 4
Manh Choh Gold Deposit 1.3 Million ounce gold Measured plus Indicated Resources1 Average grade =
4g/t Gold1 Located in Alaska on the Alaska Hwy On Private Land Owned by the Tetlin Alaska Native Tribe Business Partnership with Kinross – Paid $93 Million for 70% interest Using the Fort Knox Milling Facilities Lower capital costs,
Smaller Environmental footprint and Lower Execution Risk 1 Based on 100% of the resource reported in the SK1300 Report filed April 8, 2021 Corporate press release. Link to SK1300
Report: https://www.sec.gov/Archives/edgar/data/1502377/000115752321001257/a52515098ex96_1.htm 5
“EARLY WORKS” WELL UNDERWAY NEAR-TERM PRODUCTION POTENTIAL & EXPLORATION UPSIDE 6 MANH CHOH
GOLD PROJECT NYSE-A:CTGO September 2020 entered into JV agreement between Contango (30%) and Kinross (70% and Operator) to form new Peak Gold LLC, with Royal Gold and Tetlin Tribe retaining royalty interests; Simple Development Plan -
mine Manh Choh Gold ore and then truck and process the ore at Kinross’ Fort Knox Milling Complex Reduces execution risk to produce Gold and Silver over 4.5 year mine-life starting 2024 Feasibility in 2022 Construction in 2023
Production in 2024 Explore 2800 sq.km area >$65 Million expended to date: $25 Million 2020-21 Studies and Permitting in 2021-22 $41Million in 2022 $13.6 Million PGLLC Budget Approved for Q1 2023Continue “Early Works” in
preparation for full construction in 2023
MANH CHOH GOLD PROJECT: Anticipated Economics Using existing infrastructure at Fort Knox, Peak Gold
LLC is planning on a 2024 start date Kinross estimates 914,000 GEO production over a 4.5-years equating to roughly 225,000 GEO per annum (30% to Contango Ore = 67,500 GEO/Yr)1 Using elevated cut-off grade - Average processed grades expected
to be ~8 g/t Au Capital Costs - Existing infrastructure expected to reduce start-up capital requirements $182 million (including $14M Contingency) - Contango’s Share is $55 million based on Q2 2022 Feasibility Study1 Manager has
recommended an additional contingency of $16 million to cover potential inflationary pressures – Contango’s Share $4.8 million Operating Costs - Kinross est. AISC of ~US$900/GEO1 Contango AISC pending negotiations 7 Model Assumptions
per Kinross Feasibility Study Disclosure1 1 Based on Kinross Gold Corporation Press Release and “Q2 Corporate Update ” presentation dated July 26 and 27, 2022; Initial capex reflects the feasibility study completed in 2022; The optimization
for the mineral reserve estimate assumed a $1,300 per ounce gold price; the $182 Million estimate reflects remaining funds to be expended between 2022 and 2024; there will be additional capital required at Fort Knox to accommodate Manh Choh
ore; and there will be a Toll Milling charge to the Peak Gold JV; "All-in sustaining cost (AISC) per equivalent ounce sold“ is a non-GAAP ratio. see Appendix for disclaimers regarding reconciliation. “GEO” refers to Gold Equivalent Ounces.
The project is located 29 km (18 mi) from the Alaska Hwy and 400 km (240 mi) to the Fort Knox Milling
Complex 8 MANH CHOH GOLD PROJECT LOCATION MANH CHOH DEPOSIT Image used with permission from Kinross Manh Choh
PEAK GOLD JV 9 Processing ore from the Peak Gold Project at Fort Knox avoids mill construction and is
expected to decrease execution risk, lower capital expenditures, drive attractive returns, and reduce the project’s environmental footprint and permitting requirements. Leverages Fort Knox’s successful 25-year history in Alaska, the second
largest gold producing State in the USA and one of the world’s top mining jurisdictions1. Project to benefit local communities, particularly the Upper Tanana Athabascan Village of Tetlin; Tetlin Tribe to receive royalties, jobs and
training. Project is expected to contribute to the state economy and provide additional employment opportunities and benefits. PROJECT HIGHLIGHTS 1 Based on Fraser Institute Annual Survey of Mining Companies, 2019 report. Images used with
permission from Kinross
10 Manh Choh Update “Early Works” Construction underway
11 Manh Choh Update Access Road Construction underway
12 Manh Choh Update Access Road Construction underway Manh Choh Mine Access Road
13 Manh Choh Update – Manh Choh Camp Construction Completed
14 Manh Choh Update – Fort Knox Mill Modifications
15 Manh Choh Update Site Construction Planned After receipt of Mine Operating Permit (April 2023)
16 Black Gold Transport Contracted for Ore Haul Alaska Business 35 Years
PEAK GOLD LLC 17 Exploration Highlights Completed ~$3.0 million exploration program Q4 2020
primarily directed at metallurgical and geotechnical drilling, and on-going environmental studies to advance feasibility and permitting Completed ~$3 million in 2021 exploration program and conducted resource in-fill and condemnation
drilling, hydrology, geotechnical metallurgy studies along with engineering and environmental studies to support completion of a feasibility and permitting. 528 Core and RC holes in the database with 394 drill holes used for modeling is
including 69,574 m (228,260 ft) of assays. 2022 - $3 million exploration program completed regional sampling and geologic reconnaissance with 2,716 samples collected (584 stream, 1,682 soils and 450 rocks, and approximately ~6500 ft (1979
meters) drill program on Chief Danny area targets OPEN
18 MANH CHOH GOLD PROJECT AND SURROUNDING TARGETS Main MC North MC $3 Million Exploration Program
Completed for 2022 Exploration for New Resources in Chief Danny Area – 9 holes, totaling 1,979 meters completed Further evaluation of 685,000 acre Manh Choh property Additional regional stream sediment sampling Geologic mapping
Geophysical surveys including detailed ground gravity survey
ASSET SUMMARY 19 Peak Gold Project ~(688,000 Acres) State Claims (~70,000 Acres) Peak Gold
JV 70% 30% 100% The Manh Choh project consists of a ~688,000 acres land package including ~13,000 acres of State Mining Claims Roughly the size of Rhode Island Contango is also the 100% owner of the Alaska state claims exploration
land package (~70,000 acres) 100% CONTANGO ORE
20 LOWER RISK & REDUCED TIMELINE TO PRODUCTION DECISION DRILLING SCOPING STUDY PERMITTING &
FEASIBILITY PRODUCTION DETAILED DESIGN PROCURMENT CONSTRUCTION $19 million Program in 2021: Resource In-fill, Hydrology, Geotechnical, Metallurgical Engineering; Environment and Community Outreach With ~$2 million Exploration drilling to
potentially expand the mine life Tetlin Tribe has indicated their support for the project development plan; Continued Community Engagement $25.6 million 2022 budget approved and amended to $39.6 million Kinross Feasibility Study
completed and Permitting activities are advancing well; Wetlands Dredge and Fill (404) Permit from USACE; Other Permits Issued by State of Alaska “Early Works” construction decision announced in July 2022 Road Construction/Mill
Modification/Camp Production expected to commence in 2024 Image used with permission from Kinross Community Engagement Mine Site construction decision pending receipt of Mine Operating Permit – Expected April 2023
21 1 Hart, C.J.R., 2005. Mid-Cretaceous Magmatic Evolution and Intrusion-related Metallogeny of the
Tintina Gold Province, Yukon and Alaska. Unpublished PhD thesis, University of Western Australia, 198 p. 1
Lucky Shot Portal Circa 1930 22
Lucky Shot Portal Circa 1930 23
Lucky Shot Property Historic Resources1 Historic M&I Reserve on Adjacent Coleman Segment of LS
Vein: 206k Tonnes @ 18.3 g/t Gold for 121,500 Ounces of Contained Gold2 1 The historical production information presented is based upon reports file by the US Geological Survey from information provided by prior owners and operators of the
mines. The Company has not undertaken any independent work to verify or confirm the previously reported information ( see Harlan, et al., 2017 and Stoll, 1997). The historical information may not be representative of future results of the
Company’s activities 2 Based on a 2016 pre-feasibility study by Hard Rock Consulting. A qualified person (as defined by Securities and Exchange Commission rules) has not done sufficient work to classify the estimate as a current estimate of
mineral resources, mineral reserves or exploration results. The Company is not treating these estimates as current estimates of mineral resources, mineral reserves or exploration results. The historical information may not be representative
of future results of the Company’s activities Willow Creek district historically produced 19 metric tonnes or approximately 610,874 troy ounces from ore ranging between 30 and 60g/t making it the third largest historic lode gold producing
district in Alaska (Harlan, et al., 2017) Lucky Shot Mine reported 252,000 ozs from 169,000 tons of free-milling ore indicating an average head grade of 40 g/t (1.6 oz/tonne) (Stoll, 1997), with additional production from the Coleman and
War Baby mines. Resource Table from 2016 PFS 24
Lucky Shot Vein: +1 mile (1.6 km) strike length and open along strike and down dip 25 Coleman
Adit Lucky Shot “500” Adit War Baby Adit Looking NNE Enserch Tunnel
26
Lucky Shot Update - Safety First Approach Zero LTIs 27
Contango Exploration Plan for Lucky Shot Project Rehab and extend existing Enserch tunnel to explore
the Lucky Shot vein down-dip - prep for exploration drilling in three stages: Stage 1a Drift 500 meters along footwall and parallel to vein for detailed in-fill drilling; Stage 1b Continue Enserch tunnel as a ramp into hanging wall side of
vein and drill a second panel down dip on Lucky Shot vein Stage 2: Connect Enserch and Lucky Shot tunnels Stage 3: Access historic M&I Resources 1 at Coleman zone by building a ramp from the Enserch level to the Coleman level in an
effort to add ounces to the mine plan Evaluate District Scale potential Objective: Define 500,000 ounces of gold resource by drilling Lucky Shot vein down dip from historically produced 250,000 ounces averaging 40g/t 1 28 1 The
historical production information presented is based upon reports filed by the prior owners and operators of the mines. The Company has not undertaken any independent work to verify or confirm the previously reported information.
29 Lucky Shot – Pilot Hole Drill Holes Total of 29 completed to date All holes intersected the
Lucky Shot Vein 10 pilot holes from Western & Eastern Ballrooms plus four sets of fan holes with 6 holes each from Western Footwall Drift Many contain Visible Gold (VG) ASSAYS PENDING! Completed 12 holes from Tunnel Face Extended
tunnel to intersect the LS vein for bulk sample and testing
War Baby Fault Lucky Shot vein VG VG VG VG Coleman Fault VG VG
15-20 Meter spacing
32 Lucky Shot – At the Face with Lucky Shot Vein
33 THANK YOU
Corporate Inquires:info@contangoore.com+1-778-386-6227www.contangoore.com NYSE American:
CTGO Twitter: @orecontangoLinkedIn: Contango OREInstagram: ContangoOREFacebook: Contango ORE
This presentation contains forward looking estimates of all-in sustaining cost (“AISC”), resources and
EBITDA, which are a financial measure not determined in accordance with United States generally accepted accounting principles (“GAAP”). We cannot provide a reconciliation of estimated AISC, resources, EBITDA and cash flow to estimated costs
of goods sold, assets and net income, which are the GAAP financial measures most directly comparable to such non-GAAP measures, without unreasonable efforts due to the inherent difficulty and impracticality of quantifying certain amounts that
would be required to calculate projected AISC, resources, EBITDA. In addition, the estimates of AISC, resources and EBITDA have been prepared by Kinross and are based on IFRS accounting standards and detailed information to which the Company
has not had access to at this time. These amounts that would require unreasonable effort to quantify could be significant, such that the amount of projected GAAP cost of goods sold, assets and net income would vary substantially from the
amount of projected AISC, resources and EBITDA. 35 NON-GAAP RECONCILIATION DISCLAIMER APPENDIX