Delaware | 001-35770 | 27-3431051 |
(State or other jurisdiction of | (Commission | (I.R.S. Employer |
incorporation or organization) | File Number) |
Identification No.)
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3700 Buffalo Speedway, Suite 925 | ||
Houston, Texas | 77098 | |
(Address of principal executive offices)
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(Zip Code) |
Registrant’s Telephone Number, including area code: (713) 877-1311
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, Par Value $0.01 per share
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CTGO
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OTCQB
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Item 1.01.
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Entry into a Material Definitive Agreement.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Name and Title
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2021 Base Salary
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Rick Van Nieuwenhuyse
President and Chief Executive Officer
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$400,000
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Brad Juneau
Executive Chairman
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$275,000
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Leah Gaines
Vice President, Chief Financial Officer, Chief Accounting Officer, Treasurer and Secretary
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$270,000
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Name and Title
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Number of Shares of Restricted Stock
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Rick Van Nieuwenhuyse
President and Chief Executive Officer
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75,000
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Brad Juneau
Executive Chairman
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20,000
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Leah Gaines
Vice President, Chief Financial Officer, Chief Accounting Officer, Treasurer and Secretary
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10,000
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1.
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To elect five persons to serve as directors of the Company until the annual meeting of stockholders in 2021;
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2.
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To ratify the appointment of Moss Adams LLP as the independent auditors of the Company for the fiscal year ending June 30, 2021;
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3.
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To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of its Common Stock from 30,000,000 shares to 45,000,000 shares;
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4.
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To conduct a non-binding advisory vote to approve the compensation of the Company’s named executive officers;
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5.
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To conduct a non-binding, advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers; and
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6.
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To approve the grant of discretionary authority to the chairman of the Annual Meeting to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient
votes at the time of the Annual Meeting to approve any of Proposals 1-5.
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1.
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Proposal 1: Each of the director nominees was elected to the Board to serve as a director until the 2021 annual meeting of stockholders of the Company and until his respective successor is duly
elected and qualified:
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Name |
For |
Against |
Abstain |
Broker Non-Votes
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Brad Juneau
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4,905,074
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22,170
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795
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456,898
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Rick Van Nieuwenhuyse
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4,905,395
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21,849
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795
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456,898
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Joseph S. Compofelice
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4,460,246
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466,998
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795
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456,898
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Joseph G. Greenberg
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4,459,866
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467,378
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795
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456,898
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Richard A. Shortz
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4,460,271
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466,973
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795
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456,898
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2.
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Proposal 2: The proposal to ratify the appointment of Moss Adams LLP as the independent auditors of the Company for the fiscal year ending June 30, 2021 was approved by the following number of votes:
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For |
Against |
Abstain |
Broker Non-Votes
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5,384,374
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79
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484
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¾
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3.
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Proposal 3: The proposal to approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of its Common Stock from 30,000,000 shares to 45,000,000
shares was approved by the following number of votes:
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For |
Against |
Abstain |
Broker Non-Votes
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4,960,791
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418,881
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5,265
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¾
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4.
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Proposal 4: The proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers was approved by the following number of votes:
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For |
Against |
Abstain |
Broker Non-Votes
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4,920,448
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1,343
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6,248
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456,898
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5.
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Proposal 5: The proposal to approve, on a non-binding, advisory basis, the frequency of the advisory vote on the compensation of the Company’s named executive officers was approved to be on an annual basis by the following
number of votes:
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One Year
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Two Years
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Three Years
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Abstain
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Broker Non-Votes
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4,204,919
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445,277
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271,406
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6,437
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456,898
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6.
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Proposal 6: The proposal to approve the grant of discretionary authority to the chairman of the Annual Meeting to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event
that there are not sufficient votes at the time of the Annual Meeting to approve any of Proposals 1-5 was approved by the following number of votes:
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For |
Against |
Abstain |
Broker Non-Votes
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5,339,885
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43,839
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1,213
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¾
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Item 7.01.
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Regulation FD Disclosure.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit No.
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Description of Exhibit
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CONTANGO ORE, INC. | |||
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By:
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/s/ Leah Gaines | |
Leah Gaines | |||
Vice President, Chief Financial Officer, Chief Accounting | |||
Officer, Treasurer and Secretary |
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Exhibit 3.1
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CONTANGO ORE, INC.
By: /s/ Rick Van Nieuwenhuyse
Name: Rick Van Nieuwenhuyse
Title: President and Chief Executive Officer |
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Exhibit 10.1
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By:
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/s/ Rick Van Nieuwenhuyse
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Name: | Rick Van Nieuwenhuyse | ||
Title:
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President and Chief Financial Officer |
By:
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/s/ John B. Juneau
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Name: |
John B. Juneau
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Title:
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President |
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Exhibit 10.2
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Exhibit 10.3
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Agreed and accepted: | ||||
Sincerely,
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||||
/s/ Brad Juneau
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/s/ Rick Van Nieuwenhuyse
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|||
Brad Juneau
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Rick Van Nieuwenhuyse | |||
Executive Chairman
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President and Chief Executive Officer
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Exhibit 10.4
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PARTICIPANT
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__________________________________ | ______________________________ |
Signature |
Number of Shares
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___________________________________
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Print Name
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CONTANGO ORE, INC.
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By:
Name:
Title:
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Exhibit 14.1
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I.
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STATEMENT OF PRINCIPLES
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A.
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Basic Standards
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B.
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Individual Responsibility and Compliance
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II.
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IMPLEMENTATION
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A.
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Condition of Employment
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B.
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Condition of Director Appointment/Election
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C.
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Compliance Certificate
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● |
Directors, officers and other employees of the Company in managerial or supervisory positions;
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● |
Employees who, in the ordinary conduct of their duties, have regular or significant contact with government(s) or any department, agency, instrumentality or
employee thereof;
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● |
Facility managers or other employees who are in charge of a significant sales office or other significant facility;
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● |
Employees whose regular responsibilities include the selection of contractors for the provision of significant goods or services to the Company;
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● |
Employees whose regular responsibilities include the review, approval or payment of invoices for significant goods and services supplied to the Company; and
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● |
Any other employees requested by any officer of the Company to give a Compliance Certificate.
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D.
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Association with Unaffiliated Enterprises
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E.
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Interpretation Questions
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F.
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Violation of Policy
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III.
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CONFLICTS OF INTEREST
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A.
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General
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● |
An officer’s or employee’s interest in, or position with, any supplier, customer or competitor of the Company (except for an investment in
publicly traded securities as described below).
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● |
The acceptance of gifts or favors of more than nominal value by a director, officer or employee (or a member of such person’s immediate family)
from an actual or prospective customer, supplier or competitor of the Company or any governmental official or other employee. This does not preclude the acceptance by a director, officer or employee of reasonable business entertainment
(such as a lunch or dinner or events involving normal sales promotion, advertising or publicity).
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● |
The disclosure or use of confidential information gained by reason of employment with the Company (or, in the case of a director, election or
appointment to the Board) for profit or advantage by a director, officer or other employee or anyone else.
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● |
Competition with the Company in the acquisition or disposition of rights or property.
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The following situations should not be considered conflicts of interest:
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||
●
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Ownership of publicly traded securities of a supplier, customer or competitor of the Company that do not confer upon the holder any ability to
influence or direct the policies or management of the supplier, customer or competitor.
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●
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A transaction with one of the Company’s banks, where the transaction is customary and conducted on standard commercially available terms (such
as a home mortgage or bank loan).
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●
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A transaction or relationship disclosed in accordance with this Code and determined by outside legal counsel not to be a prohibited conflict of
interest.
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B.
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Reporting Conflicts of Interest Involving Non-Officer Employees
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C.
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Reporting Conflicts of Interest Involving Directors or Officers
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IV.
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RECORD KEEPING
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A.
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Company Books and Records
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1.
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Books and Records. The Company requires
honest and accurate recording and reporting of information in order to make responsible business decisions. As such, the Company’s books, records and accounts must accurately and fairly reflect the Company’s transactions in reasonable
detail and in accordance with the Company’s accounting practices and policies. The following examples are given for purposes of illustration and are not intended to limit the generality of the foregoing in any way:
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●
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No false or deliberately inaccurate entries (such as overbilling or advance billing) are permitted. Discounts, rebates, credits and allowances
do not constitute overbilling when lawfully granted. The reasons for the grant should generally be set forth in the Company’s records, including the party requesting the treatment.
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●
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No payment shall be made with the intention or understanding that all or any part of it is to be used for any person other than that described
by the documents supporting the payment.
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●
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No undisclosed, unrecorded or “off-book” funds or assets are permitted.
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●
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No false or misleading statements, written or oral, shall be intentionally made to any internal accountant or auditor or the Company’s
independent registered public accounting firm with respect to the Company’s financial statements or documents to be filed with the SEC or other governmental authority.
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2.
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Internal Accounting Controls. The
Company’s principal executive officer and principal financial officer are responsible for implementing and maintaining a system of internal accounting controls sufficient to provide reasonable assurances that:
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●
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Transactions are executed in accordance with management’s general or specific authorization;
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●
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Transactions are recorded as necessary to: (a) permit the preparation of financial statements in conformity with generally accepted accounting
principles or any other applicable criteria and (b) maintain accountability for assets;
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●
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Access to assets is permitted only in accordance with management’s general or specific authorization; and
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●
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The recorded accountability of assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect
to any differences.
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3.
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Employee Conduct. No director, officer
or other employee of the Company is permitted to willfully, directly or indirectly:
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●
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Falsify, or cause to be falsified, any book, record or account of the Company;
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●
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Make, or cause to be made, any materially false or misleading statement or omit to state, or cause another person to omit to state, any
material fact necessary in order to make statements made, in light of the circumstances under which the statements were made, not misleading to an accountant in connection with (a) any audit or examination of the Company’s financial
statements or (b) the preparation or filing of any document or report required to be filed by the Company with the SEC or other governmental agency; or
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●
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Take any action to fraudulently influence, coerce, manipulate or mislead the Company’s independent registered public accounting firm.
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B.
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Payments of Amounts Due to Customers, Agents or Distributors
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1.
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Payments for Third-Party Services. All
commission, distributor or agency arrangements shall be in writing and provide for the services to be performed and for a fee that is reasonable in amount and reasonably related to the services to be rendered.
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2.
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Manner of Payment. All payments for
commissions, discounts or rebates should be made by the Company’s check or draft (not by cashier’s check or in currency) in the name of the agent, distributor or other counterparty and should be (a) personally delivered to the payee in
the country in which the business was transacted or (b) sent to the payee’s business address or designated bank in the country in which the business was transacted.
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3.
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Payments Outside the United States. When
the payee represents in writing or presents a written opinion from a reputable local counsel that a payment outside the country in which the business was transacted does not violate any law of that country, that payment may be permitted
upon approval from the Company’s principal financial officer or other applicable officer.
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4.
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Accounting Records. All payments or
discounts, rebates and commissions shall be disclosed in the Company’s accounting records. Proper documentation of contracts and agreements shall be maintained.
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C.
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Foreign Payments
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V.
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USE OF COMPANY PROPERTY AND RESOURCES
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A.
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Protection and Proper Use of Company Assets
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B.
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Questionable or Improper Payments and Gifts
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1.
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Payments or Gifts Made. No payments or
gifts from the Company’s funds or assets shall be made to or for the benefit of a representative of any domestic or foreign government (or subdivision thereof), labor union or any current or prospective customer or supplier for the
purpose of improperly obtaining a desired government action or any sale, purchase, contract or other commercial benefit. This prohibition applies to direct or indirect payments made through third parties and employees and is also intended
to prevent bribes, kickbacks or any other form of payoff.
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2.
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Payments or Gifts Received. Directors,
officers and other employees of the Company shall not accept payments or gifts of the kinds described in this Section V.
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3.
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Gifts to Government Personnel. In the
United States, nothing of value (for example, gifts or entertainment) may be provided to government personnel unless permitted by law and any applicable regulation. Commercial business entertainment and transportation that is reasonable
in nature, frequency and cost is permitted. Reasonable business entertainment or transportation includes, without limitation, a lunch, dinner or occasional athletic or cultural event; gifts of nominal value (approximately $100 or less);
entertainment at the Company’s facilities or other authorized facilities; or authorized and reasonable transportation in the Company’s vehicles. In addition, reasonable business entertainment covers traditional promotional events
sponsored by the Company.
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4.
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Proper Documentation. All arrangements
with third parties (such as distributors or agents) should be evidenced or memorialized in a written contract, order or other document that describes the goods or services that are in fact to be performed or provided and should be for
reasonable fees or costs.
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5.
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Extension of Credit by the Company. No
director, officer, employee or a member of such person’s family may seek or accept from the Company credit, an extension of credit, the arrangement of an extension of credit in the form of a personal loan, or the guarantee by the Company
of obligations of such director, officer or employee or any member of his or her family. Any personal loan existing at the time of adoption of this Code shall not be materially modified, extended or renewed.
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6.
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Corporate Opportunities. Without the
written consent of the Board, directors, officers and other employees are prohibited from taking for themselves an opportunity that is (1) a potential transaction or matter that may be an investment or business opportunity or prospective
economic or competitive advantage in which the Company could reasonably have an interest or expectancy or (2) discovered through the use of corporate property, information or position. In addition, directors, officers and other employees
are prohibited from using corporate property, information or position for personal gain and competing with the Company directly or indirectly. Directors, officers and other employees of the Company owe a primary duty to the Company to
advance its legitimate interests when the opportunity to do so arises. Notwithstanding the foregoing, any activity or activities specifically permitted to be engaged in pursuant to the provisions of the Company’s Certificate of
Incorporation, as amended from time to time, by certain parties identified in the Certificate of Incorporation, shall be deemed to have the written consent of the Board and will not be deemed to require a waiver of this Code.
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VI.
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BUSINESS AND TRADE PRACTICES
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A.
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Compliance with Laws, Rules and Regulations (Including Insider Trading Laws)
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1.
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Compliance with Laws. Obeying the law,
both in letter and in spirit, is the foundation upon which the Company’s ethical standards are built. All directors, officers and other employees must respect and obey the laws of the cities, states and countries in which the Company
operates. Although directors, officers and other employees are not expected to know every law that is applicable to the Company, it is important that directors, officers and other employees know enough to ask questions and seek advice
from supervisors, managers, lawyers or other appropriate personnel if they have any doubt regarding the legality of an action taken, or not taken, on behalf of the Company. For this reason, all invited employees are expected to attend any
informational or training sessions organized by the Company to promote compliance with laws, rules and regulations applicable to the Company.
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2.
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Insider Trading. Purchasing or selling,
whether directly or indirectly, the Company’s securities while in possession of material non-public information is both unethical and illegal. Directors, officers and other employees also are prohibited by law from disclosing material
non-public information to others who might use the information to directly or indirectly place trades in the Company’s securities. Directors, officers and other employees also shall not recommend the purchase or sale of the Company’s
securities. All directors, officers and other employees shall comply with the Company’s Insider Trading Policy.
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3.
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Section 16 Reporting. Pursuant to
Section 16 of the Securities Exchange Act of 1934, as amended, most purchases or sales of the Company’s securities by directors, executive officers and 10% stockholders must be disclosed within two business days of the transaction.
Directors, officers and other employees who are subject to these reporting requirements must comply with the Company’s Short-Swing Trading and Reporting Policy.
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B.
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Fair Dealing
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C.
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Confidentiality
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D.
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Health, Safety and Environmental Policy
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E.
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Retention of Documents and Records
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VII.
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PREPARATION AND CERTIFICATION OF 1934 ACT REPORTS
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A.
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Internal Control Report
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B.
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Disclosure Controls
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C.
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Certifications
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VIII.
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EMPLOYMENT PRACTICES AND WORK ENVIRONMENT
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A.
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Employee Relations
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●
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Respect each employee, worker and representative of suppliers, contractors and other business partners as an individual, showing courtesy and
consideration and fostering personal dignity;
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●
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Make a commitment to and demonstrate equal treatment of all employees, workers, customers, suppliers, contractors and other business partners
of the Company without regard to race, color, gender, religion, age, national origin, citizenship status, military service or reserve or veteran status, sexual orientation or disability;
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●
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Provide a workplace free of harassment of any kind, including on the basis of race, color, gender, religion, age, national origin, citizenship
status, military service or reserve or veteran status, sexual orientation or disability;
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●
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Provide and maintain a safe, healthy and orderly workplace; and
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●
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Assure uniformly fair compensation and benefit practices that will attract, reward and retain quality employees.
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●
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Use good judgment and exercise appropriate use of their influence and authority in their interactions with employees, customers, suppliers,
contractors and other business partners of the Company; and
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●
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Keep other employees generally informed of the Company’s policies, plans and progress through regular communications.
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B.
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Non-Discrimination Policy
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C.
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Freedom of Association
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D.
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Disciplinary Practices
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IX.
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REPORTING VIOLATIONS
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X.
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WAIVERS OF THIS CODE
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XI.
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AMENDMENTS TO THIS CODE
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XII.
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POSTING REQUIREMENT
|
|
1. |
I have reasonable basis for belief that a violation of the Code by any person has occurred;
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2. |
I have, or any member of my family has, or may have engaged in any activity that violates the letter or the spirit of the Code;
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3. |
I have, or any member of my family has, or may have an interest that violates the letter or the spirit of the Code; and
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4. |
I or any member of my family may be contemplating an activity or acquisition that could be in violation of the Code.
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1. |
Make sure to have all the facts. In order
to reach the right solution, all relevant information must be known.
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2. |
Consider what he or she specifically is being
asked to do and whether it seems unethical or improper. This will enable the individual to focus on the specific question and the alternatives he or she has. If something seems unethical or improper, it probably is.
|
3. |
Understand his or her individual responsibility
and role. In most situations, there is shared responsibility. Are other colleagues informed? It may help to get other individuals involved and discuss the problem.
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4. |
Discuss the problem with a supervisor. In
many cases, supervisors will be more knowledgeable about the question and will appreciate being brought into the decision- making process. Employees should remember that it is the responsibility of supervisors to help solve problems and
ensure that the Company complies with this Code.
|
5. |
Seek help from Company resources. In the
rare case in which it may not be appropriate to discuss an issue with a supervisor or a supervisor is not available to answer a question, employees should discuss it locally with the office manager or Human Resources manager. If that is not
appropriate or if a satisfactory resolution is not obtained, call or send concerns to the Company’s General Counsel or Compliance Officer, as applicable, or follow the procedures outlined in the Company’s Policy for Employee Complaint
Procedures for Accounting and Compliance Matters.
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6. |
Report ethical violations in confidence and
without fear of retaliation. If the situation so requires, anonymity will be protected. The Company does not permit retaliation of any kind for good faith reports of ethical violations.
|
7. |
Always ask first, act later. When unsure of
what to do in any situation, the individual should seek guidance and ask questions before the action in question is taken.
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Exhibit 99.1
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HOUSTON--(BUSINESS WIRE)--December 11, 2020--Contango ORE, Inc. (“CORE” or the “Company”) (OTCQB: CTGO) announced today that the Company held its annual meeting of stockholders on December 11, 2020 and the following directors were elected to serve until the 2021 annual meeting of stockholders:
Brad Juneau
Rick Van Nieuwenhuyse
Joseph S. Compofelice
Joseph G. Greenberg
Richard A. Shortz
The following proposals were also approved by the stockholders:
Additionally, the Company’s Board of Directors re-appointed the following officers of the Company:
Brad Juneau - Executive Chairman of the Board
Rick Van Nieuwenhuyse - President and Chief Executive Officer
Leah Gaines - Vice President, Chief Financial Officer, Chief Accounting Officer, Treasurer and Secretary
On December 10, 2020, the Management Committee of Peak Gold, LLC (“Peak Gold”), the Company’s joint venture with Kinross Gold Corporation (“Kinross”) approved a total budget of $18 million for calendar year 2021 to undertake in-fill drilling, engineering and environmental studies necessary to complete a Feasibility level study, additional exploration, community relations and ready the project for formal permitting. The Company’s proportionate share of the approved budget is approximately $5.4 million.
Rick Van Nieuwenhuyse, the Company’s President and CEO commented, “CORE’s stockholders have overwhelmingly supported the board and management as we chart a clear path to achieve commercial production at the Peak Gold project along with our partners at Kinross Gold and the Tetlin Alaska Native Tribe. We are completing an expected $3.6 million fourth quarter calendar year drill and environmental program at the Peak Gold site. We have also approved an $18 million Peak Gold budget (CORE’s share is $5.4 million) for calendar year 2021 to undertake in-fill drilling, engineering and environmental studies necessary to complete a Feasibility level study, additional exploration, community relations and ready the project for formal permitting. It is exciting to see the tangible progress being made to advance the Peak Gold resource.”
ABOUT CORE
CORE is a Houston-based company that engages in the exploration in Alaska for gold and associated minerals through a 30% interest in Peak Gold, LLC, which leases approximately 675,000 acres for exploration and development and through Contango Minerals Alaska, LLC, its wholly owned subsidiary which leases approximately 168,000 acres for exploration. Additional information can be found on our web page at www.contangoore.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements regarding CORE that are intended to be covered by the safe harbor “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995, based on CORE’s current expectations and includes statements regarding future results of operations, quality and nature of the asset base, the assumptions upon which estimates are based and other expectations, beliefs, plans, objectives, assumptions, strategies or statements about future events or performance (often, but not always, using words such as “expects”, “projects”, “anticipates”, “plans”, “estimates”, “potential”, “possible”, “probable”, or “intends”, or stating that certain actions, events or results “may”, “will”, “should”, or “could” be taken, occur or be achieved). Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those, reflected in the statements. These risks include, but are not limited to: the risks of the exploration and the mining industry (for example, operational risks in exploring for, developing mineral reserves; risks and uncertainties involving geology; the speculative nature of the mining industry; the uncertainty of estimates and projections relating to future production, costs and expenses; the volatility of natural resources prices, including prices of gold and associated minerals; the existence and extent of commercially exploitable minerals in properties acquired by CORE or Peak Gold LLC; ability to realize the anticipated benefits of the recent transactions with an affiliate of Kinross; disruption from the transactions and transition of the Joint Venture Company’s management to an affiliate of Kinross, including as it relates to maintenance of business and operational relationships; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; the interpretation of exploration results and the estimation of mineral resources; the loss of key employees or consultants; health, safety and environmental risks and risks related to weather and other natural disasters); uncertainties as to the availability and cost of financing; CORE’s inability to retain or maintain its relative ownership interest in the Joint Venture; inability to realize expected value from acquisitions; inability of our management team to execute its plans to meet its goals; the extent of disruptions caused by the COVID-19 outbreak; and the possibility that government policies may change, political developments may occur or governmental approvals may be delayed or withheld, including as a result of the recent presidential and congressional elections in the U.S. or the inability to obtain mining permits. Additional information on these and other factors which could affect CORE’s exploration program or financial results are included in CORE’s other reports on file with the U.S. Securities and Exchange Commission. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from the projections in the forward-looking statements. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. CORE does not assume any obligation to update forward-looking statements should circumstances or management’s estimates or opinions change.
Contango ORE, Inc.
Rick Van Nieuwenhuyse
(713) 877-1311
www.contangoore.com
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Exhibit 99.2
|