8-K
Contango Silver & Gold Inc. (CTGO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 14, 2023
CONTANGO ORE, INC.
(Exact name of Registrant as specified in its charter)
| Delaware<br><br> <br>(State<br> or other jurisdiction of<br><br> <br>incorporation<br><br><br><br><br><br> or organization) | 001-35770<br><br> <br>(Commission<br><br> <br>File<br> Number) | 27-3431051<br><br> <br>(I.R.S.<br> Employer<br><br> <br>Identification<br><br><br><br><br><br> No.) |
|---|---|---|
| 3700 Buffalo Speedway,<br> Suite 925<br><br> <br>Houston, Texas<br><br> <br>(Address<br><br><br><br><br><br> of principal executive offices) | 77098<br><br> <br>(Zip Code) | |
| Registrant’s Telephone Number, including area code: (713) 877-1311 | ||
| --- |
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, Par Value $0.01 per share | CTGO | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02. | Results of Operation and Financial Condition. |
|---|
On November 14, 2023, Contango ORE, Inc. (the “Company”)
issued a press release announcing its financial results for the quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference into this Item 2.02.
The information included in this Item 2.02 and in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 (the “Securities Act”), or the Exchange Act, except as explicitly set forth by specific reference in such filing.
| Item 5.02. | Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain<br> Officers; Compensatory Arrangements of Certain Officers. |
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On November 14, 2023, at the annual meeting of stockholders of the Company (the “Annual Meeting”), the Company’s stockholders approved the 2023 Omnibus Incentive Plan (the “2023 Plan”). Shares of common stock, par value $0.01 per share, available for grant under the 2023 Plan consist of 193,500 new shares of common stock plus (i) any shares remaining available for grant under the Company’s 2010 Equity Compensation Plan (the “2010 Plan”) (462,567 shares as of the record date for the Annual Meeting), (ii) unexercised shares subject to appreciation awards (i.e. stock options or other stock-based awards based on the appreciation in value of a share of the Company’s common stock) granted under the 2010 Plan that expire, terminate, or are canceled for any reason without having been exercised in full, and (iii) shares subject to awards that are not appreciation awards granted under the 2010 Plan that are forfeited for any reason shall be available for issuance under the 2023 Plan. The 2023 Plan is described in further detail in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting (the “Definitive
Proxy Statement”\) filed with the Securities and Exchange Commission \(the “SEC”\) on October 4, 2023. A copy of the 2023 Plan, as approved at the Annual Meeting, is included as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated into this item by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
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At the Annual Meeting on November 14, 2023, the Company’s stockholders were asked to consider and vote upon the following proposals:
| 1. | To elect five persons to serve as directors<br> on the Company’s Board of Directors (the “Board”) until the annual meeting of stockholders in 2024 or until their successors are duly elected and qualified; |
|---|---|
| 2. | To approve the 2023 Plan; |
| --- | --- |
| 3. | To ratify the appointment of Moss Adams LLP as the independent<br> auditors of the Company for the fiscal year ending June 30, 2024; |
| --- | --- |
| 4. | To conduct a non-binding, advisory vote to approve the<br> compensation of the Company’s named executive officers; and |
| --- | --- |
| 5. | To approve the grant of discretionary authority to the chairman of the Annual Meeting to adjourn the Annual Meeting, if necessary, to solicit<br> additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting to approve any of Proposals 1-4. |
| --- | --- |
As of September 28, 2023, the record date for the Annual Meeting, the Company had outstanding 9,393,922 shares of Common Stock.
Summarized below are final results of the matters voted on at the Annual Meeting:
| 1. | Proposal 1: Each of the director nominees was<br> elected to the Board to serve as a director until the 2024 annual meeting of stockholders of the Company or until his respective successor is duly elected and qualified: | |||
|---|---|---|---|---|
| Name | For | Against | Abstain | Broker<br><br> <br>Non-Votes |
| --- | --- | --- | --- | --- |
| Brad Juneau | 5,353,073 | 272,525 | 6,134 | 1,888,160 |
| Rick Van Nieuwenhuyse | 5,494,456 | 136,752 | 524 | 1,888,160 |
| Joseph S. Compofelice | 4,637,431 | 880,299 | 114,002 | 1,888,160 |
| Curtis J. Freeman | 4,711,804 | 805,935 | 113,993 | 1,888,160 |
| Richard A. Shortz | 4,552,375 | 965,385 | 113,972 | 1,888,160 |
| 2. | Proposal 2: The proposal to approve the 2023 Plan was approved by the following number of votes: | |||
| --- | --- | |||
| For | Against | Abstain | Broker<br><br> <br>Non-Votes | |
| --- | --- | --- | --- | |
| 5,310,672 | 314,407 | 6,653 | 1,888,160 | |
| 3. | Proposal 3: The proposal to ratify the appointment<br> of Moss Adams LLP as the independent auditors of the Company for the fiscal year ending June 30, 2024 was approved by the following number of votes: | |||
| --- | --- | |||
| For | Against | Abstain | Broker<br><br> <br>Non-Votes | |
| --- | --- | --- | --- | |
| 7,518,347 | 413 | 1,132 | -- | |
| 4. | Proposal 4: The proposal to approve, on a<br> non-binding, advisory basis, the compensation of the Company’s named executive officers was approved by the following number of votes: | |||
| --- | --- | |||
| For | Against | Abstain | Broker<br><br> <br>Non-Votes | |
| --- | --- | --- | --- | |
| 5,312,404 | 309,520 | 9,808 | 1,888,160 | |
| 5. | Proposal 5: The proposal to approve the grant of<br> discretionary authority to the chairman of the Annual Meeting to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting to approve any<br> of Proposals 1-4 was approved by the following number of votes: | |||
| --- | --- | |||
| For | Against | Abstain | Broker<br><br> <br>Non-Votes | |
| --- | --- | --- | --- | |
| 6,887,349 | 625,537 | 7,006 | -- |
No other business properly came before the Annual Meeting.
| Item 7.01. | Regulation FD Disclosure. |
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The Company issued a press release on November 14, 2023, relating to the results of the Annual Meeting and announcing its financial results for the quarter ended September 30, 2023. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. 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, or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
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(d) Exhibits.
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1* | Press Release, dated November 14, 2023. |
| 10.1 | 2023 Omnibus Incentive Plan<br> (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement on Schedule 14A filed October 4, 2023). |
| * | 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<br><br> <br>Officer, Treasurer and Secretary |
Dated: November 14, 2023
| Exhibit 99.1 |
|---|
Contango ORE, Inc. Announces Results of the 2023 Virtual Annual Meeting of Stockholders and Results for the Quarter Ended September 30, 2023
HOUSTON--(BUSINESS WIRE)--November 14, 2023--Contango ORE, Inc. (“Contango” or the “Company”) (NYSE American: CTGO) announced today that the Company held its annual meeting of stockholders on November 14, 2023 and the following directors were elected to serve until the 2024 annual meeting of stockholders:
Brad Juneau
Rick Van Nieuwenhuyse
Joseph S. Compofelice
Curtis J. Freeman
Richard A. Shortz
The following proposals were also approved by the stockholders:
- The approval the 2023 Omnibus Incentive Plan;
- The ratification of the appointment of Moss Adams LLP as the independent auditors of the Company for the fiscal year ending June 30, 2024;
- The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers;
- The grant of discretionary authority to the Chairman of the Annual Meeting to adjourn the Annual Meeting, if necessary to solicit additional proxies.
The Company also announced that it filed its Form 10-Q for the quarter ended September 30, 2023 with the Securities and Exchange Commission on November 14, 2023.
The Company reported a net loss of $13.1 million or ($1.47) per basic and diluted share for the three months ended September 30, 2023, compared to a net loss of $7.1 million or ($1.05) per basic and diluted share for the same period last year. The increase in net loss is primarily due to the recognition of a loss from its equity investment in Peak Gold, LLC for the Manh Choh project and the loss on derivative contracts related to gold hedges put in place during the quarter.
Rick Van Nieuwenhuyse, the Company’s President and CEO commented, “The Peak Gold JV remains on schedule and on budget to reach production at the Manh Choh project in the second half of 2024. I am extremely pleased with the progress to date and will continue to provide updates on milestones as we approach commencement of production.”
ABOUT CONTANGO
Contango is a NYSE American listed company that engages in exploration for gold and associated minerals in Alaska. Contango holds a 30% interest in Peak Gold, LLC (the “Peak Gold JV”), which leases approximately 675,000 acres of land for exploration and development on the Manh Choh project, with the remaining 70% owned by an indirect subsidiary of Kinross Gold Corporation (“Kinross”), operator of the Peak Gold JV. The Company also has a lease on the Lucky Shot project from the underlying owner, Alaska Hardrock Inc. and through its subsidiary has 100% ownership of approximately 8,000 acres of peripheral State of Alaska mining claims. Contango also owns a 100% interest in an additional approximately 137,280 acres of State of Alaska mining claims through its wholly owned subsidiary, which gives Contango the exclusive right to explore and develop minerals on these lands. Additional information can be found on our web page at www.contangoore.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements regarding Contango that are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995, based on Contango’s current expectations and includes statements regarding future results of operations, quality and nature of the asset base, the assumptions upon which estimates are based and other expectations, beliefs, plans, objectives, assumptions, strategies or statements about future events or performance (often, but not always, using words such as “expects”, “projects”, “anticipates”, “plans”, “estimates”, “potential”, “possible”, “probable”, or “intends”, or stating that certain actions, events or results “may”, “will”, “should”, or “could” be taken, occur or be achieved). Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those, reflected in the statements. These risks include, but are not limited to: the risks of the exploration and the mining industry (for example, operational risks in exploring for, developing mineral reserves; risks and uncertainties involving geology; the speculative nature of the mining industry; the uncertainty of estimates and projections relating to future production, costs and expenses; the volatility of natural resources prices, including prices of gold and associated minerals; the existence and extent of commercially exploitable minerals in properties acquired by Contango or the Peak Gold JV; ability to realize the anticipated benefits of the Peak Gold JV; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; the interpretation of exploration results and the estimation of mineral resources; the loss of key employees or consultants; health, safety and environmental risks and risks related to weather and other natural disasters); uncertainties as to the availability and cost of financing; Contango’s inability to retain or maintain its relative ownership interest in the Peak Gold JV; inability to realize expected value from acquisitions; inability of our management team to execute its plans to meet its goals; the extent of disruptions caused by an outbreak of disease, such as the COVID-19 pandemic; and the possibility that government policies may change, political developments may occur or governmental approvals may be delayed or withheld, including as a result of presidential and congressional elections in the U.S. or the inability to obtain mining permits. Additional information on these and other factors which could affect Contango’s exploration program or financial results are included in Contango’s other reports on file with the U.S. Securities and Exchange Commission. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from the projections in the forward-looking statements. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Contango does not assume any obligation to update forward-looking statements should circumstances or management’s estimates or opinions change.
Contacts
Contango ORE, Inc.
Rick Van Nieuwenhuyse
\(713\) 877-1311
www.contangoore.com