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Item 1. Financial Statements

2024-11-14 compared with 2024-08-13 · 430 added, 371 removed, 638 unchanged (56% of the section changed)

Item 1 - Financial Statements

June 30, 2024

September 30, 2024

December 31, 2023

7 unchanged sentences

Commitment fee

Marketable securities

Total long-term assets

5 unchanged sentences

Debt, current portion

Income taxes payable

Total current liabilities

4 unchanged sentences

Derivative contract liability

Debt non-current portion, net

Deferred tax liability

Total non-current liabilities

4 unchanged sentences

Common Stock, $ 0.01 par value, 45,000,000 shares authorized;

10,365,914 shares

issued and 10,363,434 shares outstanding as of June 30, 2024;

shares issued and 12,223,758 shares outstanding as of September 30, 2024;

9,454,233 shares issued and 9,451,753 shares outstanding as of December 31, 2023

Additional paid-in capital

Treasury stock at cost ( 2,480 at June 30, 2024;

Treasury stock at cost ( 2,480 at September 30, 2024;

and 2,480 shares at December 31, 2023)

8 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Claim rental expense

5 unchanged sentences

Total expenses

Income/(loss) from equity investment in Peak Gold, LLC

Total income/(expense) from operations

OTHER INCOME/(EXPENSE):

1 unchanged sentence

Interest expense

Loss from equity investment in Peak Gold, LLC

Unrealized loss on derivative contracts

Gain/(loss) on derivative contracts

Gain/(loss) on metal sales

Unrealized gain/(loss) on marketable securities

Total other income/(expense)

(Loss)/income before income taxes

Income tax expense

LOSS PER SHARE

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Stock-based compensation

2 unchanged sentences

Impairment expense

Loss from equity investment in Peak Gold, LLC

Equity (earnings) loss from investment in Peak Gold, LLC

Cash distribution from Peak Gold, LLC

Unrealized loss from derivative contracts

Unrealized loss from marketable securities

Interest expense paid in stock

1 unchanged sentence

Amortization of debt discount and debt issuance fees

Non-cash other income from reimbursement of silver royalty

Changes in operating assets and liabilities:

1 unchanged sentence

Increase (decrease) in accounts payable and accrued liabilities

Net cash used in operating activities

Increase in income taxes payable

Net cash provided by (used) in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Cash invested in Peak Gold, LLC

Acquisition of HighGold Mining Inc.

and Avidian Gold Corp., net of cash acquired

Acquisition of Contango Lucky Shot Alaska, LLC

Acquisition of property and equipment

Net cash used by investing activities

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

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Cash proceeds from debt

Principal repayments on debt

Cash proceeds from common stock and warrant issuance, net

Debt issuance costs

Cash proceeds from common stock issuance, net

Net cash provided by financing activities

Net cash provided (used) in financing activities

NET INCREASE IN CASH

5 unchanged sentences

Non-cash investing and financing activities

Commitment fee dercognized and added to debt discount

Commitment fee derecognized and added to debt discount

Shares issued for acquisitions

Consideration payable for Avidian acquisition

Accrued transaction costs for HighGold acquisition

Total non-cash investing and financing activities

4 unchanged sentences

Equity/(Deficit)

Balance at March 31, 2024

Balance at June 30, 2024

( 178,084,838

Stock-based compensation

Restricted stock activity

Common stock issuance

Cost of common stock issuance

Issuance of warrants

Common stock issuance for acquisitions

Stock issued for convertible note interest payment

Net loss for the period

Balance at June 30, 2024

Balance at September 30, 2024

( 187,797,254

1 unchanged sentence

Equity/(Deficit)

Balance at March 31, 2023

Balance at June 30, 2023

Stock-based compensation

Restricted stock activity

Common stock issuance

Cost of common stock issuance

Treasury shares issued in common stock issuance

Warrant modification

Fair value of warrants issued with common stock

Treasury shares issued for convertible note interest payment

Stock issued for convertible note interest payment

1 unchanged sentence

Net loss for the period

Balance at June 30, 2023

Balance at September 30, 2023

( 111,424,765

Stockholders’

6 unchanged sentences

Cost of common stock issuance

Common stock issuance for acquisitions

Issuance of warrants

1 unchanged sentence

Net loss for the period

Balance at June 30, 2024

Balance at September 30, 2024

( 187,797,254

13 unchanged sentences

Net loss for the period

Balance at June 30, 2023

Balance at September 30, 2023

( 111,424,765

The accompanying notes are an integral part of these condensed consolidated financial statements.

3 unchanged sentences

Contango ORE, Inc.

(“CORE” or the “Company”) engages in exploration and development for gold ore and associated minerals in Alaska.

The Company conducts its business through three primary means:

• 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 Main and North Manh Choh deposits within the Peak Gold JV Property (“Manh Choh” or the “Manh Choh Project”);

• its wholly-owned subsidiary, Contango Lucky Shot Alaska, LLC ("LSA") (formerly Alaska Gold Torrent, LLC), an Alaska limited liability company, which leases the mineral rights to approximately 8,600 acres of State of Alaska and patented mining claims Alaska Hard Rock, Inc.

The property, located in the Willow Mining District about 75 miles north of Anchorage, Alaska, contains three former producing gold mines within the patented claims (“Lucky Shot”, or the “Lucky Shot Property”);

(“CORE” or the “Company”) was formed on September 1, 2010 as a Delaware corporation for the purpose of engaging in the exploration for and development of gold ore and associated minerals in the State of Alaska.

On January 8, 2015, CORE Alaska, LLC, a wholly-owned subsidiary of the Company (“CORE Alaska”), and a subsidiary of Royal Gold, Inc.

(“Royal Gold”) formed Peak Gold, LLC (the “Peak Gold JV”).

On September 30, 2020, CORE Alaska sold a 30.0 % membership interest in the Peak Gold JV to KG Mining (Alaska), Inc.

(“KG Mining”), an indirect wholly-owned subsidiary of Kinross Gold Corporation (“Kinross”), a large gold producer with a diverse global portfolio and extensive operating experience in Alaska.

The sale was referred to as the “CORE Transactions”.

Concurrently with the CORE Transactions, KG Mining, in a separate transaction, acquired 100 % of the equity of Royal Alaska, LLC from Royal Gold, which held Royal Gold’s 40.0 % membership interest in the Peak Gold JV (the “Royal Gold Transactions” and, together with the CORE Transactions, the “Kinross Transactions”).

After the consummation of the Kinross Transactions, CORE Alaska retained a 30.0 % membership interest in the Peak Gold JV.

KG Mining now holds a 70.0 % membership interest in the Peak Gold JV and Kinross serves as the manager of the Peak Gold JV and operator of the Manh Choh (as defined below) mines.

The Company conducts its business through the below primary means:

• its 30.0 % membership interest in 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 Main and North Manh Choh deposits within the Peak Gold JV Property (“Manh Choh” or the “Manh Choh Project”);

• its wholly-owned subsidiary, Contango Mining Canada Inc., a corporation organized under the laws of British Columbia (“Contango Mining Canada”), which holds the Company’s 100 % equity interest in HighGold Mining Inc., a corporation existing under the laws of the Province of British Columbia (“HighGold”), which holds the Company’s 100 % equity interest in JT Mining, Inc., which leases for exploration the mineral rights to approximately 21,000 acres (“Johnson Tract” or the “Johnson Tract Project”), located near tidewater, 125 miles southwest of Anchorage, Alaska, from Cook Inlet Region, Inc.

(“CIRI”), one of 12 land-based Alaska Native regional corporations created by the Alaska Native Claims Settlement Act of 1971;

• its wholly-owned subsidiary, Contango Lucky Shot Alaska, LLC ("LSA") (formerly Alaska Gold Torrent, LLC), an Alaska limited liability company, which leases for exploration the mineral rights to approximately 8,600 acres of State of Alaska and patented mining claims ("Lucky Shot" or the "Lucky Shot Property"), located in the Willow Mining District about 75 miles north of Anchorage, Alaska, from Alaska Hard Rock, Inc.;

• 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 Property (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 Property in November 2022.

The Company retained essentially all of the acreage where drilling was performed in 2019 and reconnaissance work in 2021, and used sampling data to determine which acreage should be released.

The Lucky Shot Property and the Minerals Property are collectively referred to in these Notes to Unaudited Condensed Consolidated Financial Statements as the “Contango Properties”.

The Company’s Manh Choh Project has commenced ore mining and stockpiling at the Fort Knox facility.

All other projects are in the exploration stage.

The Company has been involved, directly and through the Peak Gold JV, in the exploration of the Manh Choh Project since 2010, which has resulted in the identification of two mineral deposits (Main and North Manh Choh) and several other gold, silver, and copper prospects.

The other 70.0 % membership interest in the Peak Gold JV is owned by KG Mining (Alaska), Inc.

(“KG Mining”), an indirect wholly-owned subsidiary of Kinross Gold Corporation (“Kinross”).

Kinross is a large gold producer with a diverse global portfolio and extensive operating experience in Alaska.

The Peak Gold JV will mine ore from the Main and North Manh Choh deposits and process the ore at the existing Fort Knox mining and milling complex located approximately 240 miles (400 km) away in Fairbanks, Alaska.

Ore from the mine is being trucked to Fort Knox for processing via public roadways in state-of-the-art trucks carrying legal loads.

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 Project to the Fort Knox facilities.

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 Project.

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 on April 14, 2023.

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, 202 2, CORE Alaska, LLC, a wholly-owned subsidiary of the Company (“CORE Alaska”), KG Mining, and the Peak Gold JV executed the First Amendment to the Amended and Restated Limited Liability Company Agreement of the Peak Gold JV (as amended, the “A&R JV LLCA”).

The First Amendment to the A&R JV LLCA provides that, beginning in 2023, the Company may fund its quarterly scheduled cash calls on a monthly basis.

The Peak Gold JV management committee (the “JV Management Committee”) has approved budgets for 2023 and 2024, with cash calls totaling approximately to $ 248.1 million, of which the Company’s share is approximately $ 74.5 million.

The Company had to contribute an unbudgeted cash call in July 2024 for $ 4.1 million.

As of June 30, 2024, the Company has funded $ 74.5 million of the budgeted cash calls and the $ 4.1 million unbudgeted cash call in July 2024.

The Company does not anticipate any further cash calls.

The Lucky Shot project remains in care and maintenance as the Company plans a surface and underground drilling program for 2025.

On the Shamrock and Eagle/Hona Properties, the Company conducted surface mapping and sampling programs during 2021.

The Company’s fiscal year end is December 31.

On November 14 2023, the Company’s board of directors approved a change in the Company’s fiscal year end from June 30 to December 31, effective as of December 31, 2023.

Basis of Presentation

• its wholly-owned subsidiary, Avidian Gold Alaska Inc., an Alaskan corporation (“Avidian Alaska”), which separately owns the mineral rights to approximately 11,711 acres of State of Alaska mining claims and upland mining leases for exploration, including (i) approximately 1,021 acres located in the Fairbanks Mining District approximately three miles east of the Fort Knox Gold Mine and 20 miles north of Fairbanks, Alaska, and (ii) approximately 10,690 acres located in the Valdez Creek Mining District on the eastern edge of the Alaska Range, located, approximately 150 miles southwest of Fairbanks, Alaska, along the George Parks Highway;

and which leases for exploration the mineral rights to approximately 3,380 acres of State of Alaska mining claims, leasehold locations and an upland mining lease (the “Amanita Property”), located in the Fairbanks Mining District approximately five miles southwest of the Fort Knox Gold Mine and about 10 miles north of Fairbanks, Alaska.

The Johnson Tract Project, Lucky Shot Property and Avidian Alaska are collectively referred to in these Notes to Unaudited Condensed Consolidated Financial Statements as the “Contango Properties”.

The Company’s Manh Choh Project is in the production stage, while all other projects are in the exploration stage.

Basis of Presentation and Immaterial Correction of the Presentation of Income/(Loss) from Equity Investment

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), including instructions to Form 10-Q and Article 8 of Regulation S-X.

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The consolidated financial statements should be read in conjunction with the consolidated audited financial statements and notes included in the Company’s Form 10-KT for the six-month period ended D ecember 31, 2023 and its Form 10-K for the fiscal year ended June 30, 2023.

The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024.

The Company’s cash needs going forward will primarily relate to capital calls from the Peak Gold JV, exploration of the Contango Properties, repayment of debt and related interest and general and administrative expenses of the Company.

The JV Management Committee approved a significant budget to complete the required development to start the operations of the Manh Choh mine, which began production early in the third quarter of 2024.

In 2024, it is anticipated that there will be $ 31.3 million of capital calls to the Peak Gold JV to reach production, $ 27.2 million of such amount has already been funded by the Company as of June 30, 2024 and the remaining $ 4.1 million was funded as of July 31, 2024.

As of June 30, 2024, the Company has funded $ 74.5 million of the 2023 and 2024 capital calls to the Peak Gold JV and $ 78.6 million as of July 31, 2024, of which $ 60.0 million was funded from the Facility (as defined below).

The Company believes it has sufficient capital to continue production at the Manh Choh mine, with its cash on hand and the $ 5.0 million of availability under the Facility.

The Manh Choh mine has commenced production in July 2024 and the Project remains on track to deliver its planned production this year.

The Company anticipates no further cash calls to the Peak Gold JV.

Although there can be no guarantee that the Peak Gold JV will make distributions to the Company, the Company believes that distributions are probable and that it will maintain sufficient liquidity to meet its working capital requirements, including repayment obligations of approximately $ 29.9 million on the Facility, for the next twelve months from the date of this report.

The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024.

The Company has reclassified the presentation of the “Income/(loss) from equity investment in Peak Gold, LLC” in its Statements of Operations for the nine months ended September 30, 2024.

The “Income/(loss) from equity investment in Peak Gold, LLC” was previously presented in “Other Income/(Expense)” and is now presented within income from operations on the Statement of Operations.

The change in presentation will have no impact on Net Income/(Loss) for all impacted periods.

The Company’s cash needs going forward will primarily relate to exploration of the Contango Properties, repayment of debt and related interest, and general and administrative expenses of the Company.

There are no anticipated future cash calls going forward from the Peak Gold JV as operations commenced in July 2024 which has allowed the Peak Gold JV to operate from the cash flows generated from its operations.

Management Committee approved a significant budget to complete the required development to start the operations of the Manh Choh mine, which began production early in the third quarter of 2024 and remains on track to deliver its planned production this year.

The entire $ 31.3 million of capital calls necessary for the Peak Gold JV to reach production have already been funded by the Company as of September 30, 2024.

As of September 30, 2024, the Company has funded $ 78.6 million of the 2023 and 2024 capital calls to the Peak Gold JV, of which $ 60.0 million was funded from the Facility (as defined below).

The Company believes it has sufficient capital to continue production at the Manh Choh mine, with its cash on hand.

The Company received its first distribution of $ 19.5 million in September 2024 and its second cash distribution of $ 12.0 million on October 24, 2024 relating to production at Manh Choh.

In total, the Company has received $ 31.5 million in cash distributions from the Peak Gold JV since commencing the processing of Manh Choh ore in July 2024.

There can be no guarantee that the Peak Gold JV will make future distributions to the Company.

The Company believes that distributions are probable and that it will maintain sufficient liquidity to meet its working capital requirements, including repayment obligations of approximately $ 34.9 million on the Facility, for the next twelve months from the date of this report.

Failure to pay current debt obligations will result in an event of default and the Company's debt would be due immediately or callable (See Note 13).

The Company made a $ 2.0 million principal payment towards the Facility in July 2024.

If the Company elects to not fund a portion of its cash calls to the Peak Gold JV, its membership interest in the Peak Gold JV would be diluted.

The Company made principal payments towards the Facility of $ 2.0 million and $ 5.9 million in July 2024 and October 2024, respectively.

If there are any unforeseen cash calls and if the Company elects to not fund a portion of its cash calls to the Peak Gold JV, its membership interest in the Peak Gold JV would be diluted.

If the Company’s interest in the Peak Gold JV is diluted, the Company may not be able to fully realize its investment in the Peak Gold JV.

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Summary of Significant Accounting Policies

Please see the Company’s Form 10-KT for the six-month ended December 31, 2023 for a summary of the Company's significant accounting policies, as there have been no changes to the Company's significant accounting polices since the time of that filing.

Please see the Company’s Form 10-KT for the six-month ended December 31, 2023 for a summary of the Company's significant accounting policies, and below for changes to the Company's significant accounting polices since the time of that filing.

Cash distributions from the Joint Venture Company.

The Company applies distributions received from the Joint Venture Company as a return on investment and are deducted from the carrying amount of the investment balance as permitted under ASC 323 - Investments - Equity Method and Joint Ventures.

The Company has elected the "Nature of the distribution approach" and the distributions from the Joint Venture Company represents a return on investment as the distributions are generated from the regular course of business earning and will be presented under operating activities on the Statements of Cashflows.

Risk Management Objective of Using Derivatives.

The Company is exposed to certain risks arising from both its business operations and economic conditions.

The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities.

The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments.

Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by gold

future pricing.

The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments.

Non-designated Hedges.

Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to gold movements and the Company has elected not to apply hedge accounting.

Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings.

Investment in the Peak Gold JV

The Company initially recorded its investment at the historical book value of the asset s contributed to the Peak Gold JV, which was approximately $ 1.4 million.

As of J une 30, 2024 the Company has contributed approximately $ 102.2 million to the Peak Gold JV.

As of June 30, 2024 the Company held a 30.0 % membership interest in the Peak Gold JV.

The following table is a roll-forward of the Company’s investment in the Peak Gold JV as of June 30, 2024:

As of September 30, 2024 the Company has contributed approximately $ 106.2 million to the Peak Gold JV and received a cash distribution of $ 19.5 million.

As of September 30, 2024 the Company held a 30.0 % membership interest in the Peak Gold JV.

The following table is a roll-forward of the Company’s investment in the Peak Gold JV as of September 30, 2024:

in Peak Gold, LLC

Investment balance at June 30, 2023

Investment balance at September 30, 2023

Investment in Peak Gold, LLC

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Investment balance at June 30, 2024

The following table presents the condensed unaudited results of operations for the Peak Gold JV for the three and six month periods ended June 30, 2024 and 2023 in accordance with US GAAP:

Investment in Peak Gold, LLC

Distributions received from Peak Gold, LLC

Income from equity investment in Peak Gold, LLC

Investment balance at September 30, 2024

The following table presents the condensed unaudited results of operations for the Peak Gold JV for the three and nine month periods ended September 30, 2024 and 2023 in accordance with US GAAP:

Three Months Ended

Six Months Ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Total expenses

The Company’s share of the Peak Gold JV’s results of operations for the three and six months ended June 30, 2024 was a loss of approximately $ 0.7 million and 0.8 million respectively .

The Company’s share in the results of operations for the three and six months ended June 30, 2023 was a loss of approximately $ 6.7 million and $ 11.8 million respectively.

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

Cost of sales

( 123,803,980

Other expenses

Net Income/(Loss)

The Company’s share of the Peak Gold JV’s results of operations for the three and nine months ended September 30, 2024 was income of approximately $ 28.5 million and $ 27.7 million, respectively .

The Company’s share in the results of operations for the three and nine months ended September 30, 2023 was a loss of approximately $ 1.4 million and $ 2.4 million, respectively.

The Peak Gold JV loss does not include any provisions related to income taxes as the Peak Gold JV is treated as a partnership for income tax purposes.

As of June 30, 2024, the Company's cumulative investment in the Peak Gold JV exceeded its cumulative losses which allowed the Company to recognize its investment of $ 54.5 million.

As of June 30, 2023, the Company’s share of the Peak Gold JV’s cumulative losses was $ 44.8 million, which exceeded the Company's cumulative investment in the Peak Gold JV and caused the equity method of accounting to be suspended, which resulted in suspended losses and an investment balance of $ 0 .

As of September 30, 2024, the Company's cumulative investment in the Peak Gold JV exceeded its cumulative losses which allowed the Company to recognize its investment of $ 67.5 million.

As of September 30, 2023, the Company’s share of the Peak Gold JV’s cumulative losses were $ 46.1 million.

As of September 30, 2023, the Company's cumulative investment in the Peak Gold JV exceeded its cumulative losses which allowed the Company to recognize its investment of $ 21.4 million.

The Company recognized all of its previously suspended losses of $ 4.3 million during the three months ended September 30, 2023.

In previous quarters the Company's cumulative losses

exceeded its cumulative investment in the Peak Gold JV and caused the equity method of accounting to be suspended, which resulted in suspended losses and an investment balance of $ 0 .

In such a situation, the portion of cumulative loss that exceeds the investment is suspended and recognized against earnings in the future periods.

Prepaid Expenses and other assets

The Company has prepaid expenses and other assets of $ 1,278,663 and $ 1,112,910 as of June 30, 2024 and December 31, 2023, respectively.

Prepaid expenses primarily relate to prepaid insurance, surety bond deposits, legal fees related to acquisition work, and claim rentals.

The Company has prepaid expenses and other assets of $ 1,083,910 and $ 1,112,910 as of September 30, 2024 and December 31, 2023, respectively.

Prepaid expenses primarily relate to prepaid insurance, surety bond deposits, and claim rentals.

Net Loss Per Share

A reconciliation of the components of basic and diluted net loss per share of common stock is presented below:

Three Months Ended June 30,

Three Months Ended September 30,

Basic Net Loss per Share:

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Net loss attributable to common stock

Six Months Ended June 30,

Nine Months Ended September 30,

Basic Net Loss per Share:

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Net loss attributable to common stock

Options and warrants to purchase 866,875 shares of common stock of the Company were outstanding as of June 30, 2024, and 501,000 shares as of June 30, 2023.

These options and warrants were not included in the computation of diluted earnings per share for the three and six month periods ended June 30, 2024 and 2023 due to being anti-dilutive.

Options and warrants to purchase 866,875 shares of common stock of the Company were outstanding as of September 30, 2024, and 501,000 shares as of September 30, 2023.

These options and warrants were not included in the computation of diluted earnings per share for the three and nine month periods ended September 30, 2024 and 2023 due to being anti-dilutive.

Stockholders ’ Equity (Deficit)

The Company has 45,000,000 shares of common stock authorized, and 15,000,000 authorized shares of preferred stock.

As of June 30, 2024, 10,363,434 shares of common stock were outstanding, including 429,153 shares of unvested restricted stock.

As of June 30, 2024, options and warrants to purchase 866,875 shares of common stock of the Company were outstanding.

As of September 30, 2024, 12,223,758 shares of common stock were outstanding, including 437,089 shares of unvested restricted stock.

As of September 30, 2024, options and warrants to purchase 866,875 shares of common stock of the Company were outstanding.

No shares of preferred stock have been issued.

The remaining restricted stock outstanding will vest between August 2024 and January 2027.

The remaining restricted stock outstanding will vest between October 2024 and January 2027.

On June 8, 2023, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co.

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The Company pays the Agent a commission of 2.75 % of the gross proceeds of the Shares sold through it under the Sales Agreement.

The Company sold 24,115 shares during the six-month period ended June 30, 2024 and 211,376 between June 2023 to December 2023 of common stock pursuant to the Sales Agreement for net proceeds of approximately $ 0.5 million and $ 5.2 million, respectively.

$ 34.3 million of the Company's common stock remains available for sale under the ATM Program as of June 30, 2024.

The Company sold 87,815 shares during the nine-month period ended September 30, 2024 and 158,461 for the nine-month period ended September 30, 2023 of common stock pursuant to the Sales Agreement for net proceeds of approximately $ 1.8 million and $ 4.1 million, respectively.

$ 32.8 million of the Company's common stock remains available for sale under the ATM Program as of September 30, 2024.

Underwritten Offerings

On June 10, 2024, the Company entered into an underwriting agreement with Canaccord Genuity LLC and Cormark Securities Inc.

On June 10, 2024, the Company entered into an underwriting agreement (the "June 2024 Underwriting Agreement") with Canaccord Genuity LLC and Cormark Securities Inc.

(collectively, the "June 2024 Underwriters"), relating to the underwritten public offering (the “ June 2024 Offering”) of 731,750 units (the "Units") of the Company at a price of $ 20.50 per Unit.

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The net proceeds from the June 2024 Offering were $ 13.7 million after deducting underwriting discounts and commissions and offering expenses.

The June 2024

Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3.

The June 2024 Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3.

The June 2024 Offering closed on June 12, 2024 .

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The January 2023 Securities sold were not registered under the Securities Act, but the January 2023 Shares and the January 2023 Warrant Shares are subject to a Registration Rights Agreement allowing the shares to be registered by the holders at a future date.

Rights Agreement

On September 23, 2020, the Company adopted a limited duration stockholder rights agreement (the “Rights Agreement”) to replace the Company’s prior stockholder rights plan, which was terminated upon adoption of the Rights Agreement.

Pursuant to the Rights Agreement, the Company's board of directors declared a dividend of one preferred stock purchase right (a “Right”) for each share of the Company’s common stock held of record as of October 5, 2020.

The Rights will trade with the Company’s common stock and no separate Rights certificates will be issued, unless and until the Rights become exercisable.

In general, the Rights will become exercisable only if a person or group acquires beneficial ownership of 18.0 % (or 20.0 % for certain passive investors) or more of the Company’s outstanding common stock or announces a tender or exchange offer that would result in beneficial ownership of 18.0% (or 20.0% for certain passive investors) or more of common stock.

Each Right will entitle the holder to buy one one-thousandth ( 1/1000 ) of a share of a series of junior preferred stock at an exercise price of $ 100.00 per Right, subject to anti-dilution adjustments.

The Rights Agreement had an initial term of one year, expiring on September 22, 2021.The Company's board of directors has approved several amendments to the Rights Agreement, extending the term of the Rights Agreement to September 23, 2024.

Property & Equipment

The table below sets forth the book value by type of fixed asset as well as the estimated useful life:

June 30, 2024

September 30, 2024

December 31, 2023

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On November 14, 2023, the stockholders of the Company approved and adopted the 2023 Omnibus Incentive Plan (the “2023 Plan”) (together with the Amended Equity Plan referred to as the “Equity Plans”), which replaces the 2010 Plan with respect to new grants by the Company.

Shares available for grant under the 2023 Plan consist of 193,500 shares of common stock plus (i) any shares remaining available for grant under the 2010 Plan ( 473,026 shares as of June 30, 2024), (ii) unexercised shares subject to appreciation awards (i.e.

Shares available for grant under the 2023 Plan consist of 193,500 shares of common stock plus (i) any shares remaining available for grant under the 2010 Plan ( 458,376 shares as of September 30, 2024), (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.

As of June 30, 2024, there were 429,153 shares of unvested restricted common stock outstanding and 100,000 options to purchase shares of common stock outstanding issued under the Equity Plans.

Stock-based compensation expense for the three and six months ended June 30, 2024 were $ 0.6 million and $ 1.3 million respectively.

Stock-based compensation expense for the three and six months ended June 30, 2023 were $ 0.7 million and $ 1.3 million respectively.

As of September 30, 2024, there were 437,089 shares of unvested restricted common stock outstanding and 100,000 options to purchase shares of common stock issued under the Equity Plans.

Stock-based compensation expense for the three and nine months ended September 30, 2024 was $ 0.7 million and $ 2.0 million, respectively.

Stock-based compensation expense for the three and nine months ended September 30, 2023 was $ 0.7 million and $ 2.1 million, respectively.

The amount of compensation expense recognized does not reflect cash compensation actually received by the individuals during the current period, but rather represents the amount of expense recognized by the Company in accordance with US GAAP.

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The grant date fair value may differ from the fair value on the date the individual’s restricted stock actually vests.

Restricted Stock.

Under the Equity Plans, the Compensation Committee of the Company's board of directors (the “Compensation Committee”) shall determine to what extent, and under what conditions, the Participant shall have the right to vote shares of Stock Awards and to receive any dividends or other distributions paid on such shares during the restriction period.

The terms and applicable voting and dividend rights are outlined in the individual restricted stock agreements.

All restricted stock grants are expensed over the applicable vesting period based on the fair value at the date the stock is granted.

The grant date fair value may differ from the fair value on the date the individual’s restricted stock actually vests.

The total grant date fair value of the restricted stock granted in the nine months ended September 30, 2024 and September 30, 2023 was $ 2.6 million and $ 2.4 million, respectively.

As of September 30, 2024, there were 437,089 shares of such restricted stock that remained unvested and the total compensation cost related to nonvested restricted share awards not yet recognized was $ 2,383,848 .

The remaining costs are expected to be recognized over the remaining vesting period of the awards.

Below table indicates the unvested restricted stock balance as of September 30, 2024 and December 31, 2023:

Number of restricted shares unvested

Balance - January 1, 2024

Restricted shares granted

Restricted shares vested

Balance - September 30, 2024

Balance - July 1, 2023

Restricted shares granted

Restricted shares vested

Balance - December 31, 2023

Stock Options.

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The expected term of the options granted represents the period of time that the options are expected to be outstanding.

The simplified method is used to estimate the expected term, due to the lack of historical stock option

exercise activity.

The simplified method is used to estimate the expected term, due to the lack of historical stock option exercise activity.

The risk-free interest rate is based on U.S.

Treasury bills with a duration equal to or close to the expected term of the options at the time of grant.

There were no newly vested stock options in the six months ended June 30, 2024 or for the six-month period ended December 31, 2023.

As of June 30, 2024, the total unrecognized compensation cost related to nonvested stock options was $ 0 .

As of June 30, 2024, the stock options had a weighted average remaining life of 0.56 years.

Restricted Stock.

The terms and applicable voting and dividend rights are outlined in the individual restricted stock agreements.

All restricted stock grants are expensed over the applicable vesting period based on the fair value at the date the stock is granted.

The grant date fair value may differ from the fair value on the date the individual’s restricted stock actually vests.

The total grant date fair value of the restricted stock granted in the six months ended June 30, 2024 and June 30, 2023 was $ 2.3 million and $ 2.2 million, respectively.

As of June 30, 2024, there were 429,153 shares of such restricted stock that remained unvested and the total compensation cost related to nonvested restricted share awards not yet recognized was $ 2,753,591 .

The remaining costs are expected to be recognized over the remaining vesting period of the awards.

Below table indicates the unvested restricted stock balance as of June 30, 2024 and December 31, 2023:

Number of restricted shares unvested

Balance - January 01, 2024

Restricted shares granted

Restricted shares vested

Balance - June 30, 2024

Balance - July 01, 2023

Restricted shares granted

Restricted shares vested

Balance - December 31, 2023

A summary of the status of stock options granted under the Equity Plans as of June 30, 2024 and changes during the s ix months then ended, is presented in the table below:

Six Months Ended

June 30, 2024

There were no newly vested stock options for the nine month period ended September 30, 2024 or for the nine month period ended September, 2023.

As of September 30, 2024, the total unrecognized compensation cost related to nonvested stock options was $ 0 .

As of September 30, 2024, the stock options had a weighted average remaining life of 0.31 years.

A summary of the status of stock options granted under the Equity Plans as of September 30, 2024 and changes during the n ine months then ended, is presented in the table below:

Nine Months Ended

September 30, 2024

Exercise Price

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Pursuant to the terms of the Tetlin Lease, the Peak Gold JV is required to spend $ 350,000 per year until July 15, 2028 in exploration costs.

The Company’s exploration expenditures through the 2023 exploration program have satisfied this requirement because exploration funds spent in any year in excess of $ 350,000 are credited toward future years’ exploration cost requirements.

The Company’s exploration expenditures through the 2023 exploration program have satisfied this requirement because

exploration funds spent in any year in excess of $ 350,000 are credited toward future years’ exploration cost requirements.

Additionally, should the Peak Gold JV derive revenues from the properties covered under the Tetlin Lease, the Peak Gold JV is required to pay the Tetlin Tribal Council a production royalty ranging from 3.0 % to 5.0 %, depending on the type of metal produced and the year of production.

In lieu of a $ 450,000 cash payment to the Peak Gold JV from the Tetlin Tribal Council to increase its production royalty

by 0.75 %, the Peak Gold JV agreed to credit the $ 450,000 against future production royalty and advance minimum royalty payments due to the Tetlin Tribal Council under the lease once production begins.

In lieu of a $ 450,000 cash payment to the Peak Gold JV from the Tetlin Tribal Council to increase its production royalty by 0.75 %, the Peak Gold JV agreed to credit the $ 450,000 against future production royalty and advance minimum royalty payments due to the Tetlin Tribal Council under the lease once production begins.

Until such time as production royalties begin, the Peak Gold JV must pay the Tetlin Tribal Council an advance minimum royalty of approximately $ 75,000 per year, and subsequent years are escalated by an inflation adjustment.

Production commenced in July 2024 and the Peak Gold JV has started to satisfy the production royalty obligations pursuant to the terms of the Tetlin Lease.

Gold Exploration.

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The associated rental expense is amortized over the rental claim period, September 1 through August 31 of each year.

As of June 30, 2024, the Peak Gold JV had met the annual labor requirements for the State of Alaska acreage for the next four years, which is the maximum period allowable by Alaska law.

As of September 30, 2024, the Peak Gold JV had met the annual labor requirements for the State of Alaska acreage for the next four years, which is the maximum period allowable by Alaska law.

Lucky Shot Property .

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Royal Gold also holds a 28.0 % net smelter returns silver royalty on all silver produced from a defined area within the Tetlin Lease.

Pursuant to the CORE Purchase Agreement, the Company received a prepayment of $ 1,200,000 for its direct share of silver royalty payments from KG Mining.

If the aggregate amount of silver royalty payments exceeds $ 1,200,000 , then beginning with the following calendar quarter such point, the Company shall receive within 45 days after the last day of each such calendar quarter, an amount equal to the product of (i) the amount of the silver royalty earned by the Company pursuant to the Omnibus Royalty Agreement from and after the point at which the silver royalty became greater than $ 1,200,000 and (ii) CORE Alaska's weighted average interest in the Company during such calendar quarter.

The Peak Gold JV commenced production in July 2024 and therefore the Company has started to drawdown the $ 1,200,000 prepayment into income.

CIRI Lease Agreement.

JT Mining Inc.

entered into a lease agreement effective May 17, 2019 with CIRI and shall pay the sum of $ 150,000 on the Fifth through Ninth anniversaries of the effective date, provided that JT Mining Inc.'s obligations to make such payments shall terminate on the commencement of Commercial Production as defined under the agreement.

A Commercial Production decision has not been made to date.

CIRI Exploration Agreement.

JT Mining Inc.

entered into an exploration agreement effective July 1, 2023 with CIRI and on each anniversary of the effective date thereafter during the 4 year term shall pay to CIRI an amount equal to $ 25,000 as consideration for grant of the rights under the agreement and for the purpose.of covering CIRI's administrative costs associated with exploration activities.

Mining Lease and Option to Purchase Agreement Amanita Project.

Avidian Alaska entered into a 15 year lease agreement with an effective date of July 18, 2015 with Tanya Stolz.

Avidian Alaska shall pay minimum annual lease payments as outlined under the schedule in section 4.1 of the agreement.

Avidian Alaska's obligation for July 18, 2025 is $ 100,000 and will increase by $ 10,000 per year, with a final payment on July 18, 2030 for $ 130,000 .

The minimum payments will be credited against Avidian Alaska's royalty payment obligations under the agreement and the Company is currently in good standing.

Retention Agreements.

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Any payment of severance benefits to him under the Employment Agreement is conditioned on his timely agreement to, and non-revocation of, a full and final release of legal claims in favor of the Company.

Employment Agreement .

On September 16, 2024, the Company entered into an employment agreement with Rick Van Nieuwenhuyse, the Company’s President and Chief Executive Officer (the “CEO Employment Agreement”).The CEO Employment Agreement superseded the employment offer letter with Mr.

Van Nieuwenhuyse, dated December 31, 2019, as amended and modified.

Pursuant to the CEO Employment Agreement, Mr.

Van Nieuwenhuyse will continue to receive a base salary of $ 500,000 per annum.

Van Nieuwenhuyse will continue to be entitled to receive short-term incentive plan and long-term incentive plan bonuses and awards that will be paid in the form of a combination of cash, restricted stock and options, which will be set forth in plans and agreements adopted, or to be adopted, by the Board.

He will also receive 12 months of his regular base salary, all bonus amounts paid in the 12 months preceding the termination, and reimbursement for continued group health insurance coverage for 12 months following the termination or the date he becomes eligible for alternative coverage through subsequent employment as severance benefits in the event that his employment with the Company is terminated by the Company other than for just cause or he resigns due to a material, uncured breach of the Employment Agreement by the Company.

He is also entitled to enhanced severance benefits if he terminates his employment within 30 days following a change of control.

Short Term Incentive Plan .

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In addition, in the event of a Change of Control (as defined in the Equity Plans) during the term of the STIP, the Compensation Committee, in its sole and absolute discretion, may make a payment to its officers in an amount up to 200.0 % of their then annual base salary, payable in cash, shares of common stock of the Company under the 2023 Plan or a combination of both, as determined by the Compensation Committee, not later than 30 days following such Change of Control.

Committee for Safe Communities Complaint On October 20, 2023, the Committee for Safe Communities (“CSC”), an Alaskan non-profit corporation inclusive of certain vacation homeowners along the Manh Choh ore haul route and others, filed suit in the Superior Court for the State of Alaska in Fairbanks, Alaska (the “Superior Court”) against the State of Alaska, Department of Transportation and Public Facilities (the “DOT”), seeking injunctive relief with respect to CSC’s oversight of the Peak Gold JV’s ore haul plan.

Ore from the Manh Choh mine is being trucked to the Fort Knox mill for processing via public roadways in state-of-the-art trucks carrying legal loads.

The complaint alleges that the DOT has approved a haul route and trucking plan for the Manh Choh project that violates DOT regulations, DOT’s actions have created an unreasonable risk to public safety constituting an attractive public nuisance, and DOT has aided and abetted the offense of negligent driving.

On November 2, 2023, CSC filed a motion for preliminary injunction.

On November 9, 2023, the Peak Gold JV filed a motion to intervene in this lawsuit, which was granted on November 15, 2023.

On January 15, 2024, Peak Gold and DOT jointly moved for judgment on the pleadings and to stay all discovery.

Committee for Safe Communities Complaint.

On October 20, 2023, the Committee for Safe Communities, an Alaskan non-profit corporation inclusive of this same group of objectors and formed for the purpose of opposing the project, filed suit in the Superior Court in Fairbanks, Alaska against the State of Alaska Department of Transportation and Public Facilities ("DOT").

The Complaint seeks injunctive relief against the DOT with respect to its oversight of the Peak Gold JV's ore haul plan.

The Complaint alleges that the DOT has approved a haul route and trucking plan that violates DOT regulations, DOT's actions have created an unreasonable risk to public safety constituting an attractive public nuisance, and DOT has aided and abetted the offense of negligent driving.

On November 2, 2023, the plaintiff filed a motion for a preliminary injunction against the DOT and sought expedited consideration of its motion.

If granted, the motion could impact the Peak Gold JV's ore haul plans.

On November 9, 2023, the Court denied the plaintiff's motion for expedited consideration.

On November 15, 2023, the Court granted the Peak Gold JV's motion to intervene.

On January 15, 2024, the Peak Gold JV and DOT jointly moved for judgment on the pleadings and to stay all discovery.

On May 14, 2024, the Court issued an Order denying the plaintiff's motion for preliminary injunction and staying discovery.

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The Order further lifted the stay of discovery.

On July 3, 2024, the DOT filed motion for reconsideration as to the Court’s Order on the motion for judgment on the pleadings, which Peak Gold joined.

At a scheduling conference on July 16, 2024, the Court ordered plaintiff to respond to the motion for reconsideration and set a trial for August 11, 2025.

The Company recognized a full valuation allowance on its deferred tax asset as of June 30, 2024 and December 31, 2023 and has recognized zero income tax expense for the three and six months ended June 30, 2024 and June 30, 2023.

The effective tax rate was 0 % for the three and six months ended June 30, 2024 and 202 3.

On July 3, 2024, the DOT filed motion for reconsideration as to the Court's Order on the motion for judgment on the pleadings, which the Peak Gold JV joined.

On September 13, 2024, the Court entered an Order denying this motion.

The case is set for trial on August 11, 2025.

Village of Dot Lake Complaint.

On July 1, 2024, the Village of Dot Lake, a federally recognized Indian Tribe, located approximately 50 miles from the Manh Choh mine on the ore haul route along the Alaska Highway ("Dot Lake"), filed a Complaint in the U.S.

District Court for the District of Alaska against U.S.

Army Corps of Engineers (the "Corps") and Lt.

General Scott A.

Spellmon, in his official capacity as Chief of Engineers and Commanding General of the Corps.

The Complaint seeks declaratory and injunctive relief based on the Corps' alleged failure to consult with Dot Lake and to undertake an adequate environmental review with respect to the Corps' issuance in September 2022 of a wetlands disturbance permit in connection with the overall permitting of the Manh Choh mine as to approximately 5 acres of wetlands located on Tetlin Village land.

Peak Gold is not named as a defendant in the Complaint and, on August 20, 2024, the Peak Gold JV moved to intervene in the action, which Dot Lake has opposed.

On October 10, 2024, the Court granted intervention to the Peak Gold JV.

The Company recognized a full valuation allowance on its deferred tax asset as of September 30, 2024 and December 31, 2023 and has recognized $ 507,880 of federal and $ 210,947 of state income tax expense for the three and nine months ended September 30, 2024 and $ 0 income tax expense for three and nine months ended September 30, 2023.

The effective tax rate was ( 1.51 )% for the three and nine months ended September 30, 2024 and 0 % for the three and nine months ended September 30, 202 3.

The Company recognized a deferred tax liability of $ 2,330,577 on acquisition of the Exploration and Evaluation assets for the period ended September 30, 2024.

The Company has historically had a full valuation allowance, which resulted in no net deferred tax asset or liability appearing on its statement of financial position.

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The Company reviews its tax positions quarterly for tax uncertainties.

The Company did no t have any uncertain tax positions as of June 30, 2024 or December 31, 2023.

The table below shows the components of Debt, net as of June 30, 2024 and December 31, 2023 :

The Company did no t have any uncertain tax positions as of September 30, 2024 or December 31, 2023.

The table below shows the components of Debt, net as of September 30, 2024 and December 31, 2023 :

September 30,

Secured Debt Facility

8 unchanged sentences

Less current portion

Non-current debt, net

Debt non-current portion, net

Secured Credit Facility

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The Facility has an upfront fee and a production linked arrangement fee based upon the projected total production of gold ounces in the base case financial model delivered on the closing date, payable quarterly based on attributable production, with any balance due upon the maturity or termination of the Credit Agreement.

The Credit Agreement is secured by all the assets and properties of the Company and its subsidiaries, including the Company’s 30 % interest in Peak Gold, LLC, but excluding the Company’s

equity interests of LSA in respect of the Lucky Shot mine.

As a condition precedent to the second borrowing, the Company was required to hedge approximately 125,000 ounces of its attributable gold production from Manh Choh.

The Credit Agreement is secured by all the assets and properties of the Company and its subsidiaries, including the Company’s 30 % interest in Peak Gold, LLC, but excluding the Company’s equity interests of LSA in respect of th e Lucky Shot mine, in addition to the assets of HighGold and Avidian Alaska.

As a condition precedent to the second borrowing, the Company wa s required to hedge 124,600 ounces of its attributable gold production from Manh Choh.

On August 2, 2023, CORE Alaska entered into a series of hedging agreements with ING and Macquarie for the sale of an aggregate of 124,600 ounces of gold at a weighted average price of $ 2,025 per ounce, which satisfied the condition of the second borrowing.

The hedge agreements have delivery obligations beginning in July 2024 and ending in December 2026.

The Company has commenced delivery into those hedge agreements in July 2024.

See Note 14 - Derivatives and Hedging Activities in the Company's Form 10-KT for the six-month period ended December 31, 2023.

Term loans, which can be made quarterly are to be used only to finance cash calls to the Peak Gold JV, fund the debt service reserve account, pay corporate costs in accordance with budget and base case financial model and fees and expenses in connection with the loan.

The Company commenced delivery into those hedge agreements in July 2024.

See Note 14 - Derivatives and Hedging Activities below and the Company's Form 10-KT for the six-month period ended December 31, 2023.

Liquidity loans, which can be made once a month, are to be used for cost overruns.

Any outstanding liquidity loans must be repaid on July 31, 2025.

As of June 30, 2024, the Company did no t have any liquidity loans outstanding.

As of September 30, 2024, the Company did no t have any liquidity loans outstanding.

Loans under the Facility can be Base Rate loans at the Base Rate plus the Applicable Margin or Secured Overnight Financing Rate (“SOFR”) loans at the three month adjusted term SOFR plus the Applicable Margin.

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The “Applicable Margin” is (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 current Applicable Margin is 6 %.

Interest is payable commencing on the date of each loan and ending on the next payment date.

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The commitment fee is payable in arrears on each interest payment date with the final on the commitment termination date, which is 18 months after the closing date of May 17, 2023.

As of June 30, 2024, the Company had unused borrowing commitments of $ 5.0 million.

As of September 30, 2024, the Company had unused borrowing commitments of $ 5.0 million.

Borrowings under the Facility carried an original issue discount of $ 2.3 million and debt issuance costs of approximately $ 1.6 million.

As of June 30, 2024, the unamortized discount and issuance costs were $ 2.1 million and $ 2.8 million, respectively, and the carrying amount, net of the unamortized discount and issuance costs was $ 55.1 million.

As of September 30, 2024, the unamortized discount and issuance costs were $ 1.7 million and $ 2.1 million, respectively, and the carrying amount, net of the unamortized discount and issuance costs was $ 54.3 million.

As of December 31, 2023, the unamortized discount and issuance costs were $ 2.4 million and $ 2.4 million, respectively and the carrying amount, net of the unamortized discount and issuance costs was $ 25.2 million.

The fair value of the debt (Level 2) as of June 30, 2024 and December 31, 2023 was $ 60.0 million and $ 30.0 million, respectively.

The Company recognized interest expense totaling $ 4.0 million related to this debt for the six months ended June 30, 2024 (inclusive of approximately $ 2.6 million of contractual interest, and approximately $ 1.4 million related to the amortization of the discount and issuance fees).

The Company recognized interest expense totaling $ 0.2 million related to this debt for the six months ended June 30, 2023 (inclusive of approximately $ 145,000 of contractual interest, and approximately $ 17,000 related to the amortization of the discount and issuance fees).

The effective interest rate of the term loan facility was 11.50 % as of June 30, 2024 and 11.58 % as of December 31, 2023.

As of June 30, 2024 and December 31, 2023, the effective interest rate for the amortization of the discount and issuance costs was 7.3 % and 5.6 %, respectively.

The fair value of the debt (Level 2) as of September 30, 2024 and December 31, 2023 was $ 58.0 million and $ 30.0 million, respectively.

The Company recognized interest expense totaling $ 7.2 million related to this debt for the nine months ended September 30, 2024 (inclusive of approximately $ 4.3 million of contractual interest, and approximately $ 2.9 million related to the amortization of the discount and issuance fees).

The Company recognized interest expense totaling $ 0.5 million related to this debt for the nine months ended September 30, 2023 (inclusive of approximately $ 437,000 of contractual interest, and approximately $ 94,000 related to the amortization of the discount and issuance fees).

The effective interest rate of the term loan facility was 11.56 % as of September 30, 2024 and 11.58 % as of December 31, 2023.

As of September 30, 2024 and December 31, 2023, the effective interest rate for the amortization of the discount and issuance costs was 8.6 % and 5.6 %, respectively.

The Credit Agreement contains representations and warranties and affirmative and negative covenants customary for credit facilities of this type, including limitations on the Company and its subsidiaries with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets, transactions with affiliates and entry into hedging arrangements.

The Credit Agreement, as amended also requires the Company to maintain, as of the last day of each fiscal quarter, (i) a historical debt service coverage ratio of no less than 1.30 to 1.00, (ii) a projected debt service coverage ratio until the Maturity Date of no less than 1.30 to 1.00;

The Credit Agreement, as amended also requires the Company to maintain, as of the last day of each fiscal quarter, (i) a historical debt service coverage ratio of no less than 1.30 to 1.00 (not applicable until commercial production has been declared which has not occurred to date), (ii) a projected debt service coverage ratio until the Maturity Date of no less than 1.30 to 1.00;

(iii) a loan life coverage ratio until the Maturity Date of no less than 1.40 to 1.00;

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The Company is also required to maintain a minimum cash balance of $ 2 million.

As of June 30, 2024, the Company was in compliance with, or has received waiver or consent from ING and Macquarie, all of the required debt covenants.

As of September 30, 2024, the Company was in compliance with, or has received waiver or consent from ING and Macquarie, all of the required debt covenants.

The waivers and consents primarily related to the Company's entry into transactions that required conditions to be modified under the Credit Agreement.

As of June 30, 2024, the Company had drawn a total of $ 60.0 million on the Facility.

The Company made a $ 2.0 million principal repayment in July 2024 and is scheduled to repay $ 5.9 million for remainder of 2024, $ 42.6 million in 2025 and the remaining $ 9.5 million to be paid quarterly thru December 31, 2026.

Future draws on the term loan facility are subject to certain additional conditions being met.

The Company entered into amendments to the Credit Agreement extending the time for the Company to satisfy the remaining conditions to a second borrowing on the Facility, and satisfied such conditions as of the date of this filing.

As of September 30, 2024, the Company had drawn a total of $ 60.0 million on the Facility.

The Company made a $ 2.0 million principal repayment in July 2024 and paid a $ 5.9 million principal repayment in October 2024.

The Company is scheduled to repay $ 42.6 million of principal in 2025 and the remaining $ 9.5 million of principal on a quarterly basis through December 31, 2026.

In connection with entering into the Credit Agreement, the Company entered into a mandate lender arrangement fee letter (the “MLA Fee Letter”) with ING and Macquarie (collectively, the “Mandated Parties”) and a production linked arrangement fee letter (the “PLA Fee Letter”) with ING.

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The Debenture carried an original issue discount of $ 0.6 million and debt issuance costs of approximately $ 0.2 million.

As of June 30, 2024 and December 31, 2023, the unamortized discount and issuance costs were $ 0.5 million and $ 0.5 million, respectively.

The carrying amount of the debt at June 30, 2024 and December 31, 2023, net of the unamortized discount and issuance costs was $ 19.5 million and $ 19.5 million respectively.

The fair value of the Debenture (Level 2) as of June 30, 2024 and December 31, 2023 was $ 20.0 million.

The Company recognized interest expense totaling $ 1.0 million related to this debt for the six months ended June 30, 2024 (inclusive of approximately $ 900,000 of contractual interest, and approximately $ 58,000 related to the amortization of the discount and issuance fees).

The Company recognized interest expense totaling $ 0.9 million related to this debt for the six months ended June 30, 2023 (inclusive of approximately $8 00,000 of contractual interest, and approximately $ 100,000 related to the amortization of the discount and issuance fees).The effective interest rate of the Debenture is the same as the stated interest rate, 9.0 %.

The effective interest rate for the amortization of the discount and issuance costs as of June 30, 2024 and December 31, 2023 were 0.6 % and 0.6 %, respectively.

The Company reviewed the provisions of the debt agreement to determine if the agreement included any embedded features.

The Company concluded that the change of control provisions within the debt agreement met the characteristics of a derivative and required bifurcation and separate accounting.

The fair value of the identified derivative was determined to be de minimis at June 30, 2024 and December 31, 2023 as the probability of a change of control was negligible as of those dates.

As of September 30, 2024 and December 31, 2023, the unamortized discount and issuance costs were $ 0.4 million and $ 0.5 million, respectively.

The carrying amount of the debt at September 30, 2024 and December 31, 2023, net of the unamortized discount and issuance costs was $ 19.6 million and $ 19.5 million, respectively.

The fair value of the Debenture (Level 2) as of September 30, 2024 and December 31, 2023 was $ 20.0 million.

The Company recognized interest expense totaling $ 1.5 million related to this debt for the nine months ended September 30, 2024 (inclusive of approximately $ 1.4 million of contractual interest, and approximately $ 0.1 million related to the amortization of the discount and issuance fees).

The Company recognized interest expense totaling $ 1.4 million related to this debt for the nine months ended September 30, 2023 (inclusive of approximately $ 1.3 million of contractual interest, and approximately $ 0.1 million related to the amortization of the discount and issuance fees).

The effective interest rate of the Debenture is the same as the stated interest rate, 9.0 %.

The effective interest rate for the amortization of the discount and issuance costs as of September 30, 2024 and December 31, 2023 was 0.6 % and 0.6 %, respectively.

The Company reviewed the provisions of the debt agreement to determine if the agreement included any embedded features and concluded that the change of control provisions within the debt agreement met the characteristics of a derivative and required bifurcation and separate accounting.

The fair value of the identified derivative was determined to be de minimis at September 30, 2024 and December 31, 2023 as the probability of a change of control was negligible as of those dates.

For each subsequent reporting period, the Company will evaluate each potential derivative feature to conclude whether or not they qualify for derivative accounting.

1 unchanged sentence

Derivatives and Hedging Activities

hedging agreements with ING Capital LLC and Macquarie Bank Limited for the sale of an aggregate of 124,600 ounces of gold at a weighted average price of $ 2,025 per ounce.

The hedge agreements have delivery obligations beginning in July 2024 and ending in December 2026, and represent approximately 42 % of the Company’s interest in the projected production from the Manh Choh mine over the current anticipated life of the mine.

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions.

The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities.

Non-designated Hedges

Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to gold movements and the Company has elected not to apply hedge accounting.

Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings.

As of June 30, 2024, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships:

On August 2, 2023, CORE Alaska, a subsidiary of the Company, pursuant to an ISDA Master Agreement entered into with ING Capital Markets LLC (the “ING ISDA Master Agreement”) and an ISDA Master Agreement entered into with Macquarie Bank Limited (the “Macquarie ISDA Master Agreement”), in accordance with its obligations under the Credit Agreement, entered into a series of hedging agreements with ING Capital LLC and Macquarie Bank Limited for the sale of an aggregate of 124,600 ounces of gold at a weighted average price of $ 2,025 per ounce.

The hedge agreements have delivery obligations beginning in July 2024 and ending in

December 2026, and represent approximately 42 % of the Company’s interest in the projected production from the Manh Choh mine over the current anticipated life of the mine.

As of September 30, 2024, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships:

Average Price

Fair Values of Derivative Instruments on the Balance Sheet

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023.

As of June 30, 2024

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023.

As of September 30, 2024

As of December 31, 2023

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Derivative contract liability - noncurrent

As of June 30, 2024, the fair value of derivatives in a net liability position, which excludes any adjustment for nonperformance risk, related to these agreements was $ 51,596,602 .

As of June 30, 2024, the Company has not posted any collateral related to these agreements.

If the Company had breached any of these provisions as of June 30, 2024, it could have been required to settle its obligations under the agreements at their termination value of $ 51,596,602 .

As of September 30, 2024, the fair value of derivatives in a net liability position, which excludes any adjustment for nonperformance risk, related to these agreements was $ 74,539,622 .

As of September 30, 2024, the Company has not posted any collateral related to these agreements.

If the Company had breached any of these provisions as of September 30, 2024, it could have been required to settle its obligations under the agreements at their termination value of $ 74,539,622 .

Effect of Derivatives Not Designated as Hedging Instruments on the Income Statement

The table below presents the effect of the Company’s derivative financial instruments that are not designated as hedging instruments on the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2024 and 2023.

Derivatives Not Designated as Hedging Instruments under Subtopic 815-20

Location of Unrealized Gain or (Loss) Recognized in Income on Derivative

Location of Gain or (Loss) Recognized in Income on Derivative

Amount of Gain or (Loss)

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Three months ended

June 30, 2024

September 30, 2024

Three months ended

June 30, 2023

Six months ended

June 30, 2024

Six months ended

June 30, 2023

September 30, 2023

Nine months ended

September 30, 2024

Nine months ended

September 30, 2023

Commodity Contracts

Unrealized loss on derivative contracts

Commodity Contracts

Realized loss on derivative contracts

Credit-risk-related Contingent Features

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Failure to comply with the loan covenant provisions would result in the Company being in default on any derivative instrument obligations covered by the agreement.

In order to physically deliver the gold as stipulated in the hedge agreements, the Company purchases its 30 % share of gold from the Peak Gold JV.

The excess ounces purchased that are not delivered to meet its hedge obligations are sold to the derivative counterparties in accordance with their respective sale agreements, with the resulting gain or loss being recorded in "Other Income/(Expense)".

The gains on metal sales for the three and nine months ended September 30, 2024 were $ 0.9 million for both periods.

The Company did no t have any gain or losses on metal sales for the comparative periods in 2023.

The sales are accounted for under ASC 610 Other Income and not ASC 606 Revenue from Contracts with Customers, since the sales are incidental to the Company's primary contractual obligation and do not constitute the Company's ongoing or central operations.

Fair Value Measurement

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The Company reflects transfers between the three levels at the beginning of the reporting period in which the availability of observable inputs no longer justifies classification in the original level.

There were no transfers between fair value hierarchy levels for the quarter ended June 30, 2024.

There were no transfers between fair value hierarchy levels for the quarter ended September 30, 2024.

Fair Value on a Recurring Basis

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These measurements were not material to the Consolidated Financial Statements.

The Company also has hedging agreements in place to manage its exposure to changes in gold prices.

Derivative Hedges - As discussed in Note 14, the Company has entered into hedge agreements with delivery obligations of gold ounces.

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The derivative hedges are mark-to-market with changes in estimated value driven by forward commodity prices.

Marketable Securities - The Company, owns investments in publicly traded companies.

Changes in the fair value of these investments are recorded through income using quoted prices obtained from securities exchanges.

Contingent Consideration - As discussed in Note 11 , the Company will be obligated to pay CRH additional consideration if production on the Lucky Shot Property meets two separate milestone payment thresholds.

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The following table summarizes the fair value of the Company’s financial assets and liabilities, by level within the fair-value hierarchy (in thousands):

As of June 30, 2024

As of September 30, 2024

Financial Assets

Derivative contract asset - current

Marketable securities - noncurrent

Financial Liabilities

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Derivative contract asset - current

Marketable securities - noncurrent

Financial Liabilities

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These assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments if events or changes in certain circumstances indicate that adjustments may be necessary.

General and Administrative Expenses

The following table presents the Company's general and administrative expenses for the three and six months ended June 30, 2024 and 2023.

General and administrative expenses:

Marketing and investor relations

Office and administrative costs

Professional fees

Regulatory fees

Salaries and benefits

Stock-based compensation

Director fees

Subsequent Events

HighGold Acquisition

of the Company, and HighGold Mining Inc., a corporation existing under the laws of the Province of British Columbia (“HighGold”), pursuant to which the Company acquired 100 % of the outstanding equity interests of HighGold (the “HighGold Acquisition”) by way of a court approved plan of arrangement under the Business Corporations Act (British Columbia).

On May 1, 2024 , the Company entered into a definitive arrangement agreement (the “Arrangement Agreement”) by and among the Company, Contango Mining Canada Inc., a corporation organized under the laws of British Columbia and a wholly owned subsidiary of the Company, and HighGold Mining Inc., a corporation existing under the laws of the Province of British Columbia (“HighGold”), pursuant to which the Company acquired 100 % of the outstanding equity interests of HighGold (the “HighGold Acquisition”) by way of a court approved plan of arrangement under the Business Corporations Act (British Columbia).

The HighGold Acquisition, which was approved by HighGold shareholders at HighGold’s special meeting held on June 27, 2024, was subsequently approved by the Supreme Court of British Columbia on July 2, 2024.

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HighGold options were also exchanged, directly or indirectly, for Contango shares of common stock, based on the fair market value of the HighGold options prior to the closing date.

Upon closing of the HighGold Acquisition, the Company issued an aggregate of 1,698,887 shares of Contango common stock, with a value of approximately $ 33.4 million, to HighGold shareholders in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 3(a)(10) of the Securities Act.

Upon closing of the HighGold Acquisition, the Company issued an aggregate of 1,698,887 shares of Contango common stock, with a value of $ 33.8 million, to HighGold shareholders in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 3(a)(10) of the Securities Act.

Such exemption was based on the final order of the Supreme Court of British Columbia issued on July 2, 2024, approving the Acquisition following a hearing by the court which considered, among other things, the fairness of the Acquisition to the persons affected.

Upon completion of the Acquisition, existing Contango shareholders own approximately 85.9 % and HighGold shareholders own approximately 14.1 % of the combined company.

Upon completion of the

Acquisition, existing Contango shareholders own approximately 85.9 % and HighGold shareholders own approximately 14.1 % of the combined company.

Avidian Alaska Acquisition

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On August 6, 2024 , the Company completed the Avidian Alaska Acquisition.

As contemplated by the stock purchase agreement entered into with Avidian, the initial purchase price of $ 2,400,000 consisted of (i) $ 400,000 in cash (the “Cash Consideration”) and (ii) $ 2,000,000 in shares of Contango common stock, with $ 250,000 of such shares withheld at closing and to be paid only upon settlement of a withholding contingency (the “Equity Consideration”).

The total purchase price of $ 2,063,539 consisted of (i) $ 400,000 in cash (the “Cash Consideration”) and (ii) $ 1,663,539 in shares of Contango common stock, with $ 207,945 of such shares withheld at closing and to be paid only upon settlement of a withholding contingency (the “Equity Consideration”).

The Cash Consideration shall be paid in the following tranches:

(i) a deposit of $ 50,000 (paid), (ii) $ 150,000 to be paid upon settlement of a withholding contingency and (iii) $ 200,000 of the Cash Consideration to be paid on or before the six-month anniversary of the closing date.

The number of shares of common stock constituting the Equity Consideration, which were issued or will be issued in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act, was determined based on Contango’s 10-day VWAP on the NYSE American immediately prior to the closing date.

Committee for Safe Communities Complaint

On July 3, 2024, the DOT filed motion for reconsideration as to the Court’s Order on the motion for judgment on the pleadings, which Peak Gold joined.

At a scheduling conference on July 16, 2024, the Court ordered plaintiff to respond to the motion for reconsideration and set a trial for August 11, 2025.

Dot Lake Complaint

Army Corps of Engineers (the “Corps”) and Lt.

General Scott A.

Spellmon, in his official capacity as Chief of Engineers and Commanding General of the Corps.

The complaint seeks declaratory and injunctive relief based on the Corps’ alleged failure to consult with Dot Lake and to undertake an adequate environmental review with respect to the Corps’ issuance in September 2022 of a wetlands disturbance permit in connection with the overall permitting of the Manh Choh mine as to approximately 5 acres of wetlands located on Tetlin Village land.

Peak Gold is not named as a defendant in the complaint and it is evaluating its options with respect to protecting its interests in continuing to operate the Manh Choh mine.

The Company evaluated these acquisitions under ASC 805, Business Combinations.

ASC 805 requires that an acquirer determine whether it has acquired a business.

If the criteria of ASC 805 are met, a transaction would be accounted for as a business combination and the purchase price is allocated to the respective net assets assumed based on their fair values and a determination is made whether any goodwill results from the transaction.

In evaluating the criteria outlined by this standard, the Company concluded that the acquired set of assets did not meet the US GAAP definition of a business (there are several reasons the assets do not constitute a business including the fact that the assembled workforce does not currently perform a substantive process).

Therefore, the Company accounted for both purchases as an asset acquisition.

With regards to the HighGold acquisition, the Company allocated the total consideration transferred on the date of the acquisition, approximately $ 35.0 million, to the assets acquired on a relative fair value basis.

The total consideration transferred was comprised of $ 33.8 million in shares and $ 1.2 million in direct transactions costs.

With regards to the Avidian Alaska acquisition, the Company allocated the total consideration transferred on the date of the acquisition, approximately $ 2.1 million, to the assets acquired on a relative fair value basis.

The total consideration was comprised of $ 0.4 million in scheduled cash payments, and $ 1.7 million in shares.

The Avidian Alaska acquisition included a $ 1,000,000 payable contingent upon the Company achieving a decision to proceed with commercial production within 120 months of the closing date.

Given that the Company is still in the early exploration stage of the Avidian claims and has no current plans or data that would support the development of a mine, it cannot reasonably conclude that reaching commercial production is probable.

As such, no liability will be recognized for the deferred consideration.

If circumstances change within the 120-month period outlined by the Avidian stock purchase agreement and commercial production is deemed probable, management will recognize the deferred consideration with a corresponding increase to the related mineral property.

As such, the Company will no t recognize any amount for the deferred consideration portion in the acquisition of Avidian.

That is, because a liability cannot be recognized in accordance with ASC 450, the fair value is zero .

General and Administrative Expenses

The following table presents the Company's general and administrative expenses for the three and nine months ended September 30, 2024 and 2023.

September 30,

General and administrative expenses:

Marketing and investor relations

Office and administrative costs

Professional fees

Regulatory fees

Salaries and benefits

Stock-based compensation

Director fees

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

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All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

Second Quarter 2024 Highlights and Recent Developments

Third Quarter 2024 Highlights and Recent Developments

Manh Choh Project

The Company’s Manh Choh Project continued ore mining and stockpiling at the Fort Knox facility during the quarter.

On July 8, 2024, Manh Choh achieved a significant milestone and poured its first gold bar, on schedule.

Ore transportation has ramped up to planned volumes, full commissioning of the modifications at the Fort Knox mill is expected in the third quarter and the project remains on track to deliver its planned production this year.

In July 2024, the Peak Gold JV commenced processing of the ore at the Fort Knox facility and on July 8, 2024, Manh Choh Project achieved a significant milestone and poured its first gold bar, on schedule.

On September 9, 2024, the Company announced the start of a second campaign of gold production from the Manh Choh Project.

On September 17, 2024, the Company announced the receipt of a $19.5 million cash distribution from the Peak Gold JV relating to production at Manh Choh.

During the third quarter of 2024, ore transportation has ramped up to planned volumes, with full commissioning of modifications at the Fort Knox facility having been completed.

The Manh Choh Project remains on track to deliver its planned production this year.

The Peak Gold JV management committee approved budgets for 2023 and 2024, with cash calls totaling approximately to $248.1 million, of which the Company’s share was approximately $74.5 million.

In July 2024, the Company had to contribute an unbudgeted additional cash call for $4.1 million.

As of September 30, 2024, the Company has funded $78.6 million towards the cash calls.

Johnson Tract Project

On July 30, 2024 the Company announced the start of a surface drilling campaign at the Johnson Tract property.

The 2024 surface exploration drilling targets 3,000 meters (~9,850 ft) across 20 drill holes and is designed to in-fill the upper one-third of the near vertical resource.

In parallel with the in-fill drilling, selected holes will undergo hydrological testing and monitoring to characterize the overall surficial and deposit hydrology and water quality.

In addition to assaying the core, selected drill core will undergo advanced

metallurgical, geochemical, and specific gravity tests to assist in building a geometallurgical model for the deposit.

Camp opened in mid-July and the drilling program is expected to last approximately three months.

Lucky Shot Project

At the Johnson Tract Project the Company commenced a surface drilling campaign on July 30, 2024.

The 2024 surface exploration drilling targeted 3,000 meters (approximately 9,850 ft) across 20 drill holes and was designed to in-fill the upper one-third of the near vertical resource.

In parallel with the in-fill drilling, selected holes had hydrological testing and monitoring to characterize the overall surficial and deposit hydrology and water quality.

In addition to assaying the core, selected drill core had advanced metallurgical, geochemical, and specific gravity tests to assist in building a geometallurgical model for the deposit.

On September 9, 2024, the

Company announced that it had completed approximately 1,500 meters (5,000 ft.) of the planned 2024 surface drilling program at the Johnson Tract Project, which remained on budget and schedule.

On September 10, 2024,the Company received the approved “404” permit from the United States Army Core of Engineers authorizing proposed surface construction work in 2025-2029.

This major permit was applied for and only covers work to establish a road form the Johnson Tract Camp to the proposed portal site and upgrades to the Johnson Tract Airfield.

Lucky Shot Property

The Lucky Shot project remains in care and maintenance as the Company plans a surface and underground drilling program for 2025.

All other projects are in the exploration stage.

HighGold Acquisition

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HighGold options were also exchanged, directly or indirectly, for Contango shares of common stock, based on the fair market value of the HighGold options prior to the closing date.

Upon closing of the HighGold Acquisition, the Company issued an aggregate of 1,698,887 shares of Contango common stock, with a value of approximately $33.4 million, to HighGold shareholders in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 3(a)(10) of the Securities Act.

Upon closing of the HighGold Acquisition, the Company issued an aggregate of 1,698,887 shares of Contango common stock, with a value of $33.8 million, to HighGold shareholders in reliance upon an exemption from the registration requirements of the Securities Act, pursuant to Section 3(a)(10) of the Securities Act.

4 unchanged sentences

On August 6, 2024, the Company completed the Avidian Alaska Acquisition.

As contemplated by the stock purchase agreement entered into with Avidian, the initial purchase price of $2,400,000 consisted of (i) $400,000 in cash (the “Cash Consideration”) and (ii) $2,000,000 in shares of Contango common stock, with $250,000 of such shares withheld at closing and to be paid only upon settlement of a withholding contingency (the “Equity Consideration”).

The total purchase price of $2,063,539 consisted of (i) $400,000 in cash (the “Cash Consideration”) and (ii) $1,663,539 in shares of Contango common stock, with $207,945 of such shares withheld at closing and to be paid only upon settlement of a withholding contingency (the “Equity Consideration”).

The Cash Consideration shall be paid in the following tranches:

(i) a deposit of $50,000 (paid), (ii) $150,000 to be paid upon settlement of a withholding contingency and (iii) $200,000 of the Cash Consideration to be paid on or before the six-month anniversary of the closing date.

(i) a deposit of $50,000 (paid), (ii) $150,000 to be paid upon settlement of a withholding contingency and (iii) $200,000 of the Cash Consideration to be paid on or before the six-month anniversary of the transaction closing date.

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Committee for Safe Communities Complaint

On October 20, 2023, the Committee for Safe Communities (“CSC”), an Alaskan non-profit corporation inclusive of certain vacation homeowners along the Manh Choh ore haul route and others, filed suit in the Superior Court for the State of Alaska in Fairbanks, Alaska (the “Superior Court”) against the State of Alaska, Department of Transportation and Public Facilities (the “DOT”), seeking

injunctive relief with respect to CSC’s oversight of the Peak Gold JV’s ore haul plan.

Ore from the Manh Choh mine is being trucked to the Fort Knox mill for processing via public roadways in state-of-the-art trucks carrying legal loads.

On November 2, 2023, CSC filed a motion for preliminary injunction.

On November 9, 2023, the Peak Gold JV filed a motion to intervene in this lawsuit, which was granted on November 15, 2023.

Alaska Department of Transportation and Public Facilities ("DOT").

The Complaint seeks injunctive relief against the DOT with respect to its oversight of Peak Gold's ore haul plan.

On November 2, 2023, the plaintiff filed a motion for a preliminary injunction against the DOT and sought expedited consideration of its motion.

If granted, the motion could impact Peak Gold's ore haul plans.

On November 9, 2023, the Court denied the plaintiff's motion for expedited consideration.

On November 15, 2023, the Court granted Peak Gold, LLC's motion to intervene.

On January 15, 2024, Peak Gold and DOT jointly moved for judgment on the pleadings and to stay all discovery.

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On July 3, 2024, the DOT filed motion for reconsideration as to the Court's Order on the motion for judgment on the pleadings, which Peak Gold joined.

At a scheduling conference on July 16, 2024, the Court ordered plaintiff to respond to the motion for reconsideration and set a trial for August 11, 2025.

On September 13, 2024, the Court entered an Order denying this motion.

The case is set for trial on August 11, 2025.

Dot Lake Complaint

District Court for the District of Alaska against U.S.

Army Corps of Engineers (the "Corps") and Lt.

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Peak Gold is not named as a defendant in the complaint and it is evaluating its options with respect to protecting its interests in continuing to operate the Manh Choh mine.

The Company engages in exploration and development for gold ore and associated minerals in Alaska.

The Company conducts its business through three primary means:

• 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 Main and North Manh Choh deposits within the Peak Gold JV Property (“Manh Choh” or the “Manh Choh Project”);

The Company relinquished approximately 69,000 acres located on the Eagle/Hona Property in November 2022.

The Company retained essentially all of the acreage where drilling was performed in 2019 and reconnaissance work in 2021, and used sampling data to determine which acreage should be released.

The Lucky Shot Property and the Minerals Property are collectively referred to in this Quarterly Report on Form 10-Q as the “Contango Properties”.

The Company’s Manh Choh Project achieved a significant milestone on July 8, 2024 and poured its first gold bar.The ore mining continues along with stockpiling ore at the Fort Knox facility.

The Project is on schedule and full commissioning of the modifications at the Fort Knox mill is expected in the third quarter.

The Project remains on track to deliver its planned production this year.

All other projects are in the exploration stage.

The other 70.0% membership interest in the Peak Gold JV is owned by KG Mining (Alaska), Inc.

(“KG Mining”), an indirect wholly-owned subsidiary of Kinross Gold Corporation (“Kinross”).

Kinross is a large gold producer with a diverse global portfolio and

extensive operating experience in Alaska.

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 Project.

Kinross released a combined feasibility study for the Fort Knox mill and the Peak Gold JV in July 2022.

Also, in July 2022, Kinross announced that its board of directors (the “Kinross Board”) made a decision to proceed with development of the Manh Choh Project.

Effective December 31, 2022, CORE Alaska, LLC, a wholly-owned subsidiary of the Company (“CORE Alaska”), KG Mining, and the Peak Gold JV executed the First Amendment to the Amended and Restated Limited Liability Company Agreement of the Peak Gold JV (as amended, the “A&R JV LLCA”).

The First Amendment to the A&R JV LLCA provides that, beginning in 2023, the Company may fund its quarterly scheduled cash calls on a monthly basis.

The Peak Gold JV management committee (the “JV Management Committee”) has approved budgets for 2023 and 2024, with cash calls totaling approximately $248.1 million, of which the Company’s share is approximately $74.5 million.

As of June 30, 2024, the Company has funded $74.5 million of the budgeted cash calls.

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.

Construction is essentially complete, on budget and on schedule for production in the second half of 2024.

Mining activities are well underway including the commencement of ore mining and stockpiling.

Transportation of ore to Fort Knox, where it will be processed, has commenced and will gradually increase throughout the first half of the year.

Modifications to the Fort Knox mill continue to progress on schedule and on budget.

Construction of the conveyors and associated buildings are complete, along with interior piping and mechanical installations.

Full commissioning of the modificaitons at the Fort Knox mill is expected in the third quarter of this year.

Kinross, on behalf of the Peak Gold JV, is also continuing its comprehensive community programs and prioritizing local economic benefits as it develops the project.

All permitting activities are completed with all major permits received from both Federal and State permitting agencies.

Peak Gold JV production commenced at Manh Choh in the second half of 2024, with a mine plan that consists of two small, open pits that will be mined concurrently over 4.5 years.

Work on the Lucky Shot Property has been ongoing since late 2021.

Underground work includes rehabilitation of approximately 442 meters of existing drift and the addition of 612 meters of new drift and 3,816 meters of underground HQ core exploration drilling.

In August 2023, the Company began executing a program to complete surface drilling on the Coleman segment of the Lucky Shot vein.

The program was shut down in September 2023 due to challenging weather conditions.

On the Shamrock and Eagle/Hona Properties, the Company conducted surface mapping and sampling programs during 2021.

Peak Gold is not named as a defendant in the Complaint and, on August 20, 2024, Peak Gold moved to intervene in the action, which Dot Lake has opposed.

On October 10, 2024, the Court granted intervention to Peak Gold.

Partnering with strategic industry participants to expand future exploration work.

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restricted stock and stock options.

As of June 30, 2024, the Company’s directors and executives beneficially own approximately 13.9% of the Company’s common stock.

As of September 30, 2024, the Company’s directors and executives beneficially own approximately 13.7% of the Company’s common stock.

Acquiring exploration properties .

2 unchanged sentences

Acquiring additional properties will likely result in additional expense to the Company for minimum royalties, minimum rents and annual exploratory work requirements.

The Company is open to strategic

partnerships or alliances with other companies as a means to enhance its ability to fund new and existing exploration and development opportunities.

The Company is open to strategic partnerships or alliances with other companies as a means to enhance its ability to fund new and existing exploration and development opportunities.

Off-Balance Sheet Arrangements

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The preparation of these consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.

The Company has identified below the critical accounting estimate that is of particular importance to the portrayal of our financial position and results of operations and which require the application of significant judgment by management.

The Company has identified below the critical accounting estimate that is of particular

importance to the portrayal of our financial position and results of operations and which require the application of significant judgment by management.

Actual results may differ from these estimates under different assumptions or conditions.

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Results of Operations

As of June 30, 2024, neither the Company nor the Peak Gold JV has commenced producing commercially marketable minerals.

Neither the Company nor the Peak Gold JV has generated any revenue from mineral sales or operations, including any reoccuring source of revenue.

The Company’s ability to continue as a going concern is dependent on the Company’s ability to raise capital to fund future exploration, and repay debt obligations and related interest, and working capital requirements.

In the future, the Company and the Peak Gold JV may generate revenue from a combination of mineral sales and other payments resulting from any commercially recoverable minerals from the Manh Choh Project.

On July 8, 2024, the Peak Gold JV poured its first gold bar.

The ore mining continues along with stockpiling ore at the Fort Knox facility.

The Project is on schedule and full commissioning of the modifications at the Fort Knox mill is expected in the third quarter.

The Project remains on track to deliver its planned production this year.

If the Company’s properties or the Manh Choh Project fail to contain any proven reserves, the Company’s ability to generate future revenue, and the Company’s results of operations and financial position, would be materially adversely affected.

Other potential sources of cash, or relief of demand for cash, include external debt, the sale of shares of the Company’s stock, joint ventures, or alternative methods such as mergers or sale of our assets.

No assurances can be given, however, that the Company will be able to obtain any of these potential sources of cash.

The Company will need to generate significant revenues to achieve profitability and the Company may never do so.

Three Months Ended June 30 , 202 4 Compared to Three Months Ended June 30, 2023

Three Months Ended September 30 , 202 4 Compared to Three Months Ended September 30, 2023

Claim Rentals Expense.

Claim rental expense primarily consists of State of Alaska rental payments and costs incurred to record annual labor documents.

For the three months ended June 30, 2024 and 2023, claim rental expense were $0.1 million and $0.1 million respectively.

For the three months ended September 30, 2024 and 2023, claim rental expense were $0.2 million and $0.1 million respectively.

Exploration Expense.

Exploration expense for the three months ended June 30, 2024 was $0.1 million compared to $1.0 million for the three months ended June 30, 2023.

Current and prior period exploration expense relates to care and maintenance work performed on our Lucky Shot Property.

Exploration expense for the three months ended September 30, 2024 was $3.0 million compared to $1.1 million for the three months ended September 30, 2023.

Current period exploration expense primarily relates to a 3,000 meter surface drill program at the Johnson Tract Project.

The prior period exploration expense relates to care and maintenance work performed on the Lucky Shot Property.

General and Administrative Expense.

General and administrative expense for the three months ended J une 30, 2024 and 2023 were $2.2 million and $2.5 million, respectively.

General and administrative expense for the three months ended September 30, 2024 and 2023 was $2.6 million and $2.8 million, respectively.

The Company’s general and administrative expense primarily relates to legal fees, regulatory fees, payroll and stock-based compensation expense.

Loss from Equity Investment in the Peak Gold JV .

The loss from the Company’s equity investment in the Peak Gold JV for the three months ended June 30, 2024 and 2023 was $1.0 million and $6.7 million, respectively.

The capital contributions for the three months ended June 30, 2024 and 2023 was $11.8 million and $6.7 million, respectively.

The capital contributions are higher for three months ended June 30, 2024 compared to June 30, 2023 as operations are ramping up at the Manh Choh project with ore and waste mining ongoing and focus on capital improvements at the Fort Knox mill facility.

There were no suspended losses as of June 30, 2024.

Income / Loss from Equity Investment in the Peak Gold JV .

The income from the Company’s equity investment in the Peak Gold JV for the three months ended September 30, 2024 was $28.5 million compared to a loss of $5.6 million for the same period in 2023.

The Manh Choh project commenced production in July 2024, which generated income for the 2024 period.

The capital contributions for the three months ended September 30, 2024 and 2023 were $4.0 million and $27.0 million, respectively.

The capital contributions were higher for three months ended September 30, 2023 compared to September 30, 2024 as the Manh Choh project was in the development phase in 2023 and required capital for mine development and improvements as the Fort Knox mill facility.

The Peak Gold JV issued a cash distribution of $19.5 million during the three month period ended September 30, 2024.

No cash distributions were made for the same period in 2023.

There were no suspended losses as of September 30, 2024.

Interest Expense.

For the three months ended June 30, 2024 interest expense was $2.9 million related to the Queen's Road Capital Investment, Ltd.

For the three months ended September 30, 2024 interest expense was $3.7 million related to the Queen's Road Capital Investment, Ltd.

Debenture (the "Debenture") and interest expense related to the Company’s cumulative $58.0 million draw-down on the Facility.

1 unchanged sentence

See Note 13 - Debt.

For the three months ended September 30, 2024, the gain on metal sales was $0.9 million related to excess ounces that were purchased from the Peak Gold JV that were not delivered into the hedges and sold to the derivative counterparties.

There were no metal sales for the three months ended September 30, 2023.

Loss on Derivative Contracts.

The Company incurred a non-cash loss of $12.6 million during the threre months ended June 30, 2024 related to derivative contracts compared to $0 during the three months ended June 30, 2023.

Loss on derivative contracts for the three months ended September 30, 2024 was $28.8 million compared to $2.7 million for the three months ended September 30, 2023.

The $28.8 million loss for the three month period of September 30, 2024 included a realized loss of $5.9 million as the Company delivered 14,826 gold ounces into the derivative contracts.

The loss also included a non-cash unrealized loss of $22.9 million.

The Company did not deliver gold ounces into the derivative contracts for the three month period ended September 30, 2023.

Therefore, there was no realized loss for the period and the $2.7 million was a

non-cash unrealized loss.

The Company did not enter into any derivative contracts until July 2023 (see Note 14 - Derivative and Hedging Activities).

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Claim Rentals Expense.

Claim rental expense primarily consists of State of Alaska rental payments and costs incurred to record annual labor documents.

For the six months ended June 30, 2024 and 2023, claim rental expense was $0.3 million and $0.3 million respectively.

For the nine months ended September 30, 2024 and 2023, claim rental expense was $0.4 million and $0.4 million respectively.

Exploration Expense.

Exploration expense for the six months ended June 30, 2024 was $0.1 million compared to $1.3 million for the six months ended June 30, 2023.

Current and prior period exploration expense relates to care and maintenance work performed on our Lucky Shot Property.

Exploration expense for the nine months ended September 30, 2024 was $3.1 million compared to $2.3 million for the nine months ended September 30, 2023.

Current period exploration expense primarily relates to a 3,000 meter surface drill program at the Johnson Tract Project.

The prior period exploration expense relates to care and maintenance work performed on our Lucky Shot Property.

General and Administrative Expense.

General and administrative expense for the six months ended June 30, 2024 and 2023 were $4.7 million and $4.5 million, respectively.

General and administrative expense for the nine months ended September 30, 2024 and 2023 was $7.3 million and $7.3 million, respectively.

The Company’s general and administrative expense primarily relates to legal fees, regulatory fees, payroll and stock-based compensation expense.

General and administrative expenses were slightly higher for the six months ended June 30, 2024, as a result of a surety bond requirement for the Manh Choh Project.

Loss from Equity Investment in the Peak Gold JV .

The loss from the Company’s equity investment in the Peak Gold JV for the six months ended June 30, 2024 and 2023 was $1.0 million and $11.8 million, respectively.

The capital contributions for the six months ended June 30, 2024 and 2023 was $27.2 million and $11.8 million, respectively.

The capital contributions are higher for six months ended June 30, 2024 compared to June 30, 2023 as operations are ramping up at the Manh Choh project with ore and waste mining ongoing and focus on capital improvements at the Fort Knox mill facility.

There were no suspended losses as of June 30, 2024.

Income / Loss from Equity Investment in the Peak Gold JV .

The income from the Company’s equity investment in the Peak Gold JV for the nine months ended September 30, 2024 was $27.7 million compared to a loss of $17.4 million for the same period in 2023.

The Manh Choh project commenced production in July 2024, which generated income for the 2024 period.

The capital contributions for the nine months ended September 30, 2024 and 2023 were $31.2 million and $38.8 million, respectively.

The capital contributions were higher for nine months ended September 30, 2023 compared to September 30, 2024 as operations were ramping up at the Manh Choh project with ore and waste mining and a focus on capital improvements at the Fort Knox mill facility.

The Peak Gold JV issued a cash distribution of $19.5 million for the nine month period ended September 30, 2024.

No cash distributions were made for the same period in 2023.

There were no suspended losses as of September 30, 2024.

Interest Expense.

For the six months ended June 30, 2024 interest expense was $5.0 million related to the Debenture and interest expense related to the Company’s cumulative $60.0 million draw-down on the Facility.

For the nine months ended September 30, 2024 interest expense was $8.6 million related to the Debenture and interest expense related to the Company’s cumulative $58.0 million draw-down on the Facility.

Prior year interest expense of $1.9 million included interest expense related to the Debenture and interest expense related to the Company's cumulative $20 million draw-down on the Facility.

See Note 13 - Debt.

For the nine months ended September 30, 2024, the gain on metal sales was $0.9 million related to excess ounces that were purchased from the Peak Gold JV that were not delivered into the hedges and sold to the derivative counterparties.

There were no metal sales for the nine months ended September 30, 2023.

Loss on Derivative Contracts.

The Company incurred a non-cash loss of $28.2 million during the six months ended June 30, 2024 related to derivative contracts compared to $0 during the six months ended June 30, 2023.

Loss on derivative contracts for the nine months ended September 30, 2024 was $57.0 million compared to $2.7 million for the nine months ended September 30, 2023.

The $57.0 million loss for the nine month period of September 30, 2024 included a realized loss of $5.9 million as the Company delivered 14,826 gold ounces into the derivative contracts.

The loss also included a non-cash unrealized loss of $51.1 million.

The Company did not deliver gold ounces into the derivative contracts for the nine month period ended September 30, 2023.

Therefore, there was no realized loss for the period and the $2.7 million was a non-cash unrealized loss.

The Company did not enter into any derivative contracts until July 2023 (see Note 14 - Derivative and Hedging Activities).

Cash Cost on a By-Product Basis (non-GAAP Measure)

The table below presents a reconciliation between the most comparable GAAP measure of total cost of sales to the non-GAAP measures of Cash Cost on a By-product Basis for the Peak Gold JV operations (Manh Choh) for the nine months ended September 30, 2024.

There are no comparables provided as sales of gold at Manh Choh commenced in July 2024.

Cash Cost on a By-product Basis, per Ounce is a measure developed by precious metals companies (including the Silver Institute and the World Gold Council) in an effort to provide a uniform standard for comparison purposes.

There can be no assurance, however, that this non-GAAP measure as we report is the same as that reported by other mining companies.

Cash Cost on a By-product Basis includes all direct and indirect operating cash costs related directly to the physical activities of producing gold, including mining, processing and other plant costs, third-party refining expense, on-site general and administrative costs, royalties and mining production taxes.

The value of silver sold is deducted from the total production cost of sales as it is considered residual production, i.e.

a by-product.

Cash Cost on a By-product Basis, per Ounce is an important operating statistic that the Company will utilize to measure a mine's operating performance.

Cash Cost on a By-product Basis, per Ounce allows us to benchmark the performance of the Peak Gold JV versus those of our competitors.

This statistic is useful in identifying acquisition and investment opportunities as they provide a common tool for measuring the financial performance of other mines with varying geologic, metallurgical and operating characteristics.

Cash Costs on a By-product Basis, per Ounce is calculated by adjusting production cost of sales, as reported on the interim condensed consolidated statements of operations, as follows:

September 30,

Cash Cost on a By-Product Basis:

Total cost of sales

silver revenue

Depreciation, depletion and amortization

Divided by ounces sold

Cash Cost on a By-product Basis, per Ounce

Liquidity and Capital Resources

As of June 30, 2024, the Company had approximately $24.3 million of cash.

The Company’s primary cash requirements have been for general and administrative expenses, capital calls from the Peak Gold JV for the Manh Choh Property, repayment of interest related to debt and exploration expenditures on the Lucky Shot Property.

The Company’s sources of cash have been from common stock offerings, the issuance of the Debenture, and the proceeds from the Facility (see Note 8 - Stockholders' Equity (Deficit) and Note 13 - Debt, for a discussion of the recent activity).

The JV Management Committee has proposed a significant budget to complete the required development to start the operations of the Manh Choh mine, which began production during the second half of 2024.

As of September 30, 2024, the Company had approximately $36.2 million of cash.

The Company’s sources of cash have been from common stock offerings, the issuance of the Debenture, distributions from the equity investment and the proceeds from the Facility (see Note 8 - Stockholders' Equity (Deficit) and Note 13 - Debt, for a discussion of the recent activity).

On July 8, 2024, the Peak Gold JV poured its first gold bar.

The ore mining continues along with stockpiling ore at the Fort Knox facility.

The Project is on schedule and full commissioning of the modifications at the Fort Knox mill is expected in the third quarter.

The Project remains on track to deliver its planned production this year.

For fiscal 2024, it was anticipated that there would be $31.3 million of capital calls to the Peak Gold JV to reach production.

The Company has already funded the $31.3 million as of July 31, 2024.

As of July 31, 2024, the Company has funded $78.6 million of the 2023 and 2024 capital calls to the Peak Gold JV, of which $60.0 million was funded from the Facility.

The Company will be required to make capital contributions of 30% of the budgeted amounts when cash calls are received from the Peak Gold JV or face possible dilution of its interest in the Peak Gold JV.

The budget primarily relates to continued ore and waste mining

along with mill modifications at the Fort Know mill.

Including the completion of the ore delivery road and tie-ins for the pebble recycle conveyor.

The Company believes it has sufficient capital to continue production at the Manh Choh mine, with its cash on hand and the $5.0 million of availability under the Facility.

The Project is on schedule and full commissioning of the modifications at the Fort Knox mill was completed.

As of September 30, 2024, the Company has funded $78.6 million of the fiscal 2023 and 2024 capital calls to the Peak Gold JV, $31.3 million of which was required in fiscal 2024 for the Peak Gold JV to reach production.

$60.0 million of such amount was funded from the Facility.

Operations commenced in July 2024 which has allowed the Peak Gold JV to operate from the cash flows generated from its operations and there are no future anticipated cash calls.

If there are any unforeseen cash calls and if the Company elects to not fund a portion of its cashl calls to the Peak Gold JV, its membership interest in the Peak Gold JV would be diluted.

The Company’s cash needs going forward will primarily relate to exploration of the Contango Properties, repayment of debt and related interest and general and administrative expenses of the Company.

Although there can be no guarantee that the Peak Gold JV will make distributions to the Company, the Company believes that distributions are probable and that it will maintain sufficient liquidity to meet its working capital requirements, including repayment obligations of approximately $34.9 million on the Facility, for the next twelve months from the date of this report.

Failure to pay current debt obligations will result in an event of default and the Company's debt would be due immediately or callable (See Note 13).

If the Company elects to not fund a portion of its cash calls to the Peak Gold JV, its membership interest in the Peak Gold JV would be diluted.

If the Company’s interest in the Peak Gold JV is diluted, the Company may not be able to fully realize its investment in the Peak Gold JV.

Also, if no additional financing is obtained, the Company may not be able to fully realize its investment in the Contango Properties.

The Company has limited financial resources and the ability of the Company to refinance current debt or arrange additional financing in the future will depend, in part, on the prevailing capital market conditions, the results achieved at the Peak Gold JV Property, as well as the market price of metals.

The Company cannot be certain that financing will be available to the Company on acceptable terms, if at all.

Further financing by the Company may include issuances of equity, instruments convertible into equity (such as warrants) or various forms of debt.

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements