CONTANGO ORE, INC. (OTCMKTS:CTGO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
Entry into a Material Definitive Agreement.
On January 18, 2019, CORE Alaska, LLC (“CORE Alaska”), a wholly-owned subsidiary of Contango ORE, Inc. (the “Company”) and its joint venture partner, Royal Alaska, LLC (“Royal Alaska”), a wholly-owned subsidiary of Royal Gold, Inc. (“Royal Gold”), entered into an Amendment No. 2 (the “Amendment”) to the Limited Liability Company Agreement of Peak Gold, LLC (the “Joint Venture Company”), dated as of January 8, 2015, by and between CORE Alaska and Royal Alaska. The Amendment, among other things, (i) defines certain project areas and a resource area in reference to properties owned or controlled by the Joint Venture Company; (ii) allows CORE Alaska and Royal Alaska to agree to sell their respective interests in the Joint Venture Company in respect of fewer than all such project areas in a joint sale process by the Company and Royal Gold; (iii) creates a tag right on a transfer by either CORE Alaska or Royal Alaska of any portion of its interest in the resource area; and (iv) creates a drag right in a transfer by Royal Alaska of its entire interest in the resource area.
The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
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Item 7.01. |
Regulation FD Disclosure. |
The Company issued a press release on January 23, 2019 relating to its solicitation of proposals for the potential sale of the Company. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Cautionary Note Regarding Forward-Looking Statements
Many of the statements included or incorporated in this Current Report on Form 8-K and the furnished exhibit constitute “forward-looking statements.” In particular, they include statements relating to future actions, strategies, future operating and financial performance, and the Company’s future financial results. These forward-looking statements are based on current expectations and projections about future events. Readers are cautioned that forward-looking statements are not guarantees of future operating and financial performance or results and involve substantial risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of the Company may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, factors described from time to time in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein).
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Contango ORE, Inc. Exhibit
EX-10.1 2 a51930678ex10_1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NO. 2 TO LIMITED LIABILITY COMPANY AGREEMENT BETWEEN CORE ALASKA,…
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About CONTANGO ORE, INC. (OTCMKTS:CTGO)
Contango ORE, Inc. is engaged in the participation in a joint venture to explore in the State of Alaska for gold ore and associated minerals. The Company’s primary focus is the exploration of a mineral lease with the Native Village of Tetlin whose governmental entity is the Tetlin Tribal Council (Tetlin Tribal Council) for the exploration of minerals near Tok, Alaska on over an estimated 675,000 acres (the Tetlin Lease). It has formed a joint venture, Peak Gold, LLC (the Joint Venture Company), to advance exploration of the Tetlin Property, which is prospective for gold and associated minerals. The Tetlin Property is located in the Tetlin Hills and Mentasta Mountains of eastern interior Alaska, over 300 kilometers southeast of the city of Fairbanks and approximately 20 kilometers southeast of Tok, Alaska. As of June 30, 2016, the Tetlin Lease and unpatented mining claims held by the Joint Venture Company included Tetlin-Tok, Eagle, Bush, West Fork, Triple Z and Tetlin-Village.
