ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended June 30, 2012
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from to
|
Delaware
|
|
27-3431051
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
Common Stock, Par Value $0.01 per share
|
|
OTCBB
|
Large accelerated filer
|
|
¨
|
|
Accelerated filer
|
|
¨
|
Non-accelerated filer
|
|
¨
|
|
Smaller reporting company
|
|
ý
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|
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Page
|
•
|
Our financial position
|
•
|
Business strategy, including outsourcing
|
•
|
Meeting our forecasts and budgets
|
•
|
Anticipated capital expenditures
|
•
|
Prices of gold and rare earth elements
|
•
|
Timing and amount of future discoveries (if any) and production of natural resources
|
•
|
Operating costs and other expenses
|
•
|
Cash flow and anticipated liquidity
|
•
|
Prospect development
|
•
|
New governmental laws and regulations
|
•
|
Ability to raise capital to fund capital expenditures
|
•
|
Timely and full receipt of sale proceeds from the sale of any of our mined products (if any)
|
|
|
Jurisdiction
|
|
Project Name
|
|
No. of Claims
|
|
Acreage
|
||
Gold
|
|
Tetlin Village Council
|
|
Tetlin Lease
|
|
n/a
|
|
|
675,000
|
|
|
|
State of Alaska
|
|
TOK / Tetlin
|
|
122
|
|
|
11,360
|
|
|
|
|
|
LAD / Triple Z
|
|
45
|
|
|
7,200
|
|
|
|
|
|
|
|
167
|
|
|
693,560
|
|
|
|
|
|
|
|
|
|
|
||
Rare Earth Elements
|
|
Federal
|
|
Salmon Bay
|
|
123
|
|
|
2,460
|
|
|
|
|
|
Stone Rock
|
|
49
|
|
|
980
|
|
|
|
|
|
|
|
|
|
|
||
|
|
State of Alaska
|
|
Alatna *
|
|
127
|
|
|
20,320
|
|
|
|
|
|
Spooky *
|
|
166
|
|
|
26,560
|
|
|
|
|
|
Wolf *
|
|
202
|
|
|
32,320
|
|
|
|
|
|
Swift *
|
|
113
|
|
|
18,080
|
|
|
|
|
|
|
|
780
|
|
|
100,720
|
|
Grand Total
|
|
|
|
|
|
947
|
|
|
794,280
|
|
Year
|
Program
|
Core Samples
|
Rock Samples
|
Soil Samples
|
Pan Con Samples
|
Stream Silt Samples
|
IP/Geophysics (meters)
|
Trenching (meters)
|
|||||||
2009
|
Chief Danny
|
—
|
|
569
|
|
33
|
|
—
|
|
—
|
|
|
709
|
|
|
2010
|
Chief Danny
|
—
|
|
251
|
|
610
|
|
1
|
|
—
|
|
14,160
|
|
—
|
|
2011
|
Chief Danny
|
1,415
|
|
20
|
|
668
|
|
—
|
|
—
|
|
3,842,000
|
|
—
|
|
2012
|
Chief Danny
|
2,597
|
|
16
|
|
215
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Total
|
4,012
|
|
856
|
|
1,526
|
|
1
|
|
—
|
|
3,856,160
|
|
709
|
|
Hole No.
|
Depth
|
Footage with Returns
|
Grams of Gold
|
Grams of Silver
|
Percent Copper
|
|
2
|
328 feet
|
4 feet
|
4.94 gpt
|
143.0 gpt
|
0.56
|
%
|
4
|
735 feet
|
10 feet
|
0.94 gpt
|
1.10 gpt
|
0.03
|
%
|
5
|
1,416 feet
|
12 feet
|
3.10 gpt
|
300.2 gpt
|
0.26
|
%
|
7
|
976 feet
|
21 feet
|
7.40 gpt
|
4.90 gpt
|
0.15
|
%
|
10
|
139 feet
|
32 feet
|
1.18 gpt
|
3.1 gpt
|
0.04
|
%
|
Trench
|
n/a
|
70 feet
|
0.69 gpt
|
8.60 gpt
|
0.38
|
%
|
Year
|
Program
|
Core Samples
|
Rock Samples
|
Soil Samples
|
Pan Con Samples
|
Stream Silt Samples
|
IP Geophysics (meters)
|
Trenching (meters)
|
|||||||
2009
|
Triple Z
|
—
|
|
85
|
|
115
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2010
|
Triple Z
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2011
|
Triple Z
|
—
|
|
29
|
|
21
|
|
6
|
|
7
|
|
—
|
|
—
|
|
2012
|
Triple Z
|
48
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Total
|
48
|
|
114
|
|
136
|
|
6
|
|
7
|
|
—
|
|
—
|
|
Year
|
Program
|
Core Samples
|
Rock Samples
|
Soil Samples
|
Pan Con Samples
|
Stream Silt Samples
|
IP Geophysics (meters)
|
Trenching (meters)
|
|||||||
2009
|
Taixtsalda
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2010
|
Taixtsalda
|
—
|
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2011
|
Taixtsalda
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2012
|
Taixtsalda
|
—
|
|
—
|
|
137
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Total
|
—
|
|
4
|
|
137
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Year
|
Program
|
Core Samples
|
Rock Samples
|
Soil Samples
|
Pan Con Samples
|
Stream Silt Samples
|
IP Geophysics (meters)
|
Trenching (meters)
|
|||||||
2009
|
MM
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2010
|
MM
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2011
|
MM
|
—
|
|
1
|
|
304
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2012
|
MM
|
—
|
|
—
|
|
357
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Total
|
—
|
|
1
|
|
661
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Year
|
Program
|
Core Samples
|
Rock Samples
|
Soil Samples
|
Pan Con Samples
|
Stream Silt Samples
|
IP Geophysics (meters)
|
Trenching (meters)
|
|||||||
2009
|
Copper Hill
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2010
|
Copper Hill
|
—
|
|
105
|
|
—
|
|
28
|
|
41
|
|
—
|
|
—
|
|
2011
|
Copper Hill
|
—
|
|
16
|
|
290
|
|
5
|
|
1
|
|
—
|
|
—
|
|
|
Total
|
—
|
|
121
|
|
290
|
|
33
|
|
42
|
|
—
|
|
—
|
|
Year
|
Program
|
Core Samples
|
Rock Samples
|
Soil Samples
|
Pan Con Samples
|
Stream Silt Samples
|
IP/Geophysics (meters)
|
Trenching (meters)
|
|||||||
2009
|
Chisana
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2010
|
Chisana
|
—
|
|
4
|
|
35
|
|
17
|
|
19
|
|
—
|
|
—
|
|
2011
|
Chisana
|
—
|
|
—
|
|
327
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Total
|
—
|
|
4
|
|
362
|
|
17
|
|
19
|
|
—
|
|
—
|
|
Year
|
Program
|
Core Samples
|
Rock Samples
|
Soil Samples
|
Pan Con Samples
|
Stream Silt Samples
|
IP Geophysics (meters)
|
Trenching (meters)
|
|||||||
2009
|
W and other Tetlin acreage
|
—
|
|
411
|
|
—
|
|
94
|
|
111
|
|
—
|
|
—
|
|
2010
|
W and other Tetlin acreage
|
—
|
|
251
|
|
90
|
|
646
|
|
763
|
|
—
|
|
—
|
|
2011
|
W and other Tetlin acreage
|
—
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Total
|
—
|
|
663
|
|
90
|
|
740
|
|
874
|
|
—
|
|
—
|
|
•
|
Clean-Energy Technologies
: hybrid and electric vehicles, and wind turbines
|
•
|
Defense and Homeland Security Applications
: aircraft control, lasers, global positioning systems, radar, sonar, guided missiles and smart bombs
|
•
|
High-Technology Applications
: microwaves, MRI testing, color televisions, motion picture studio lighting and projection
|
Rare-Earth Element,
Symbol
|
|
Abundance
(parts per million)
|
|
Atomic
Number
|
||
Cerium, Ce
|
|
46.0
|
|
|
58
|
|
Yttrium, Y
|
|
28.0
|
|
|
39
|
|
Neodymium, Nd
|
|
24.0
|
|
|
60
|
|
Lanthanum, La
|
|
18.0
|
|
|
57
|
|
Samarium, Sm
|
|
6.5
|
|
|
62
|
|
Gadolinium, Gd
|
|
6.4
|
|
|
64
|
|
Praseodymium, Pr
|
|
5.5
|
|
|
59
|
|
Scandium, Sc
|
|
5.0
|
|
|
21
|
|
Dysprosium, Dy
|
|
4.5
|
|
|
66
|
|
Ytterbium, Yb
|
|
2.7
|
|
|
70
|
|
Erbium, Er
|
|
2.5
|
|
|
68
|
|
Holmium, Ho
|
|
1.2
|
|
|
67
|
|
Europium, Eu
|
|
1.1
|
|
|
63
|
|
Terbium, Tb
|
|
0.9
|
|
|
65
|
|
Lutetium, Lu
|
|
0.8
|
|
|
71
|
|
Thulium, Tm
|
|
0.2
|
|
|
69
|
|
Promethium, Pm
|
|
—
|
|
|
61
|
|
Name
|
|
Age
|
|
Position
|
Kenneth R. Peak
|
|
67
|
|
Chairman of the Board
|
Brad Juneau
|
|
52
|
|
President, Acting Chief Executive Officer and Director
|
Sergio Castro
|
|
43
|
|
Vice President, Chief Financial Officer, Treasurer and Secretary
|
Yaroslava Makalskaya
|
|
43
|
|
Vice President, Controller and Chief Accounting Officer
|
Joseph Compofelice
|
|
63
|
|
Director
|
Joseph G. Greenberg
|
|
51
|
|
Director
|
•
|
The cost of exploring for, producing and processing mineral ore;
|
Gold Claims:
|
Triple Z
|
|
Tetlin
|
|
Totals
|
||||||
# 160 Acre Claims
|
45
|
|
|
54
|
|
|
99
|
|
|||
# 40 Acre Claims
|
—
|
|
|
68
|
|
|
68
|
|
|||
# 20 Acre Fed claims
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total Acres
|
7,200
|
|
|
11,360
|
|
|
18,560
|
|
|||
State Claim Rents—160-acre
|
$
|
2,200
|
|
|
$
|
7,560
|
|
|
$
|
9,760
|
|
State Claim Rents—40-acre
|
$
|
—
|
|
|
$
|
2,380
|
|
|
$
|
2,380
|
|
Fed Claim Rents—20-acre
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Totals
|
$
|
2,200
|
|
|
$
|
9,940
|
|
|
$
|
12,140
|
|
REE Claims:
|
Stone Rock
|
|
Salmon
Bay
|
|
Spooky (1)
|
|
Wolf (1)
|
|
Alatna (1)
|
|
Swift (1)
|
|
Totals
|
||||||||||||||
# 160 Acre Claims
|
—
|
|
|
—
|
|
|
166
|
|
|
202
|
|
|
127
|
|
|
113
|
|
|
608
|
|
|||||||
# 40 Acre Claims
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
# 20 Acre Fed claims
|
49
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
172
|
|
|||||||
Total Acres
|
980
|
|
|
2,460
|
|
|
26,560
|
|
|
32,320
|
|
|
20,320
|
|
|
18,080
|
|
|
100,720
|
|
|||||||
State Claim Rents—160-acre
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,240
|
|
|
$
|
28,280
|
|
|
$
|
17,780
|
|
|
$
|
15,820
|
|
|
$
|
85,120
|
|
State Claim Rents—40-acre
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fed Claim Rents—20-acre
|
$
|
6,860
|
|
|
$
|
17,220
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,080
|
|
Totals
|
$
|
6,860
|
|
|
$
|
17,220
|
|
|
$
|
23,240
|
|
(2)
|
$
|
28,280
|
|
|
$
|
17,780
|
|
|
$
|
15,820
|
|
|
$
|
109,200
|
|
(1)
|
We are considering abandoning the Spooky, Wolf, Alatna and Swift claims effective December 1, 2012 to focus our time and resources on the remaining claims.
|
(2)
|
Rental not due to the state of Alaska until land is patented .
|
|
High
|
|
Low
|
||||
Fiscal Year 2011:
|
|
|
|
||||
Quarter ended September 30, 2010
|
n/a
|
|
|
n/a
|
|
||
Quarter ended December 31, 2010
|
$
|
12.50
|
|
|
$
|
6.00
|
|
Quarter ended March 31, 2011
|
$
|
19.50
|
|
|
$
|
7.50
|
|
Quarter ended June 30, 2011
|
$
|
18.50
|
|
|
$
|
13.00
|
|
|
|
|
|
||||
Fiscal Year 2012
|
|
|
|
||||
Quarter ended September 30, 2011
|
$
|
16.00
|
|
|
$
|
12.50
|
|
Quarter ended December 31, 2011
|
$
|
17.88
|
|
|
$
|
12.50
|
|
Quarter ended March 31, 2012
|
$
|
14.00
|
|
|
$
|
7.77
|
|
Quarter ended June 30, 2012
|
$
|
12.98
|
|
|
$
|
8.65
|
|
Plan Category
|
Number of securities
to be issued upon exercise
of outstanding options
|
|
Weighted-average
exercise price of
outstanding options
|
|
Number of securities
remaining available for future
issuance under equity
compensation plans (excluding
securities
reflected in column (b))
|
|||
Equity compensation plans approved by security holders
|
—
|
|
|
—
|
|
|
756,094
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
Program
|
Budget
|
||
Chief Danny Prospect exploration and drilling
|
$
|
3,600,000
|
|
Copper Hill,Taixsalsa, MM, Chisana, W and Triple Z leads
|
$
|
2,750,000
|
|
Rare earth element exploration and claim rentals
|
$
|
400,000
|
|
|
$
|
6,750,000
|
|
(a)
|
Financial Statements and Schedules:
|
(b)
|
Exhibits:
|
Exhibit
Number
|
|
Description
|
3.1
|
|
Certificate of Incorporation of Contango ORE, Inc. (1)
|
3.2
|
|
Bylaws of Contango ORE, Inc. (1)
|
4.1
|
|
Form of Certificate of Contango ORE, Inc. Common Stock (1)
|
10.1
|
|
Mineral Lease, effective as of July 15, 2008, between the Native Village of Tetlin and Juneau Exploration Company, d/b/a Juneau Mining Company, as amended by Amendment No. 1 to Mineral Lease, effective as of October 1, 2009. (1)
|
10.2
|
|
Amendment No. 2 to Mineral Lease, effective as of June 1, 2011 (2)
|
10.3
|
|
Amendment No. 3 to Mineral Lease, effective as of July 1, 2011 (2)
|
10.4
|
|
Chairman Agreement dated as of November 1, 2010, between Contango ORE, Inc. and Kenneth R. Peak (1)
|
10.5
|
|
Form of 2010 Equity Compensation Plan (1)
|
10.6
|
|
Contribution Agreement, dated as of November 1, 2010, between Contango Oil & Gas Company and Contango ORE, Inc. (1)
|
10.7
|
|
Amended and Restated Professional Services Agreement, dated as of November 1, 2010, between Avalon Development Corporation and Contango ORE, Inc. (1)
|
10.8
|
|
Consulting Agreement, dated as of October 15, 2010, between Mr. Donald Adams and Contango ORE, Inc. (2)
|
10.9
|
|
Revolving Line of Credit Promissory Note dated as of November 10, 2011, between Contango ORE, Inc. and Contango Oil & Gas Company. (3)
|
10.10
|
|
Securities Purchase Agreement, dated as of March 22, 2012, between Contango ORE, Inc. and the Purchasers named therein. (4)
|
10.11
|
|
Registration Rights Agreement, dated as of March 22, 2012, between Contango ORE, Inc. and the Purchasers named therein. (4)
|
10.12
|
|
Advisory Agreement, dated as of September 6, 2012, between Contango ORE, Inc. and Juneau Exploration L.P. †
|
14.1
|
|
Code of Ethics †
|
31.1
|
|
Section 302 CEO Certification
†
|
31.2
|
|
Section 302 CFO Certification
†
|
32.1
|
|
Section 906 CEO Certification
†
|
32.2
|
|
Section 906 CFO Certification
†
|
99.1
|
|
Schedule of Gold Properties (Excluding Tetlin Lease) (2)
|
99.2
|
|
Schedule of REE Properties (2)
|
99.3
|
|
Report of Behre Dolbear & Company (USA) (5)
|
101
|
|
Interactive Data Files †
|
†
|
Filed herewith
|
1
|
Filed as an exhibit to the Company’s report on Amendment No. 2 to Registration Statement on Form 10, as filed with the Securities and Exchange Commission on November 26, 2010.
|
2
|
Filed as an exhibit to the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2011, as filed with the Securities and Exchange Commission on September 19, 2011.
|
3
|
Filed as an exhibit to the Company’s report on Form 10-Q for the three months ended September 30, 2011, as filed with the Securities and Exchange Commission on November 14, 2011.
|
4
|
Filed as an exhibit to the Company’s report on Form 8-K, as filed with the Securities and Exchange Commission on March 27, 2012.
|
5
|
Filed as an exhibit to the Company’s report on Form 10-Q for the three months ended December 31, 2011, as filed with the Securities and Exchange Commission on February 6, 2012.
|
CONTANGO ORE, INC.
|
|
|
|
|
/s/ BRAD JUNEAU
|
|
/s/ S
ERGIO
C
ASTRO
|
|
/s/ Y
AROSLAVA
M
AKALSKAYA
|
Brad Juneau President and Acting Chief Executive Officer
(principal executive officer)
|
|
Sergio Castro
Chief Financial Officer
(principal financial officer)
|
|
Yaroslava Makalskaya
Chief Accounting Officer
(principal accounting officer)
|
Name
|
|
Title
|
|
Date
|
/s/ BRAD JUNEAU
|
|
President, Acting Chief Executive Officer and Director
|
|
September 11, 2012
|
BRAD JUNEAU
|
|
|
|
|
|
|
|
|
|
/s/ J
OSEPH
C
OMPOFELICE
|
|
Director
|
|
September 11, 2012
|
J
OSEPH
C
OMPOFELICE
|
|
|
|
|
|
|
|
|
|
/s/ J
OSEPH
G
REENBERG
|
|
Director
|
|
September 11, 2012
|
J
OSEPH
G
REENBERG
|
|
|
|
|
|
Year Ended June 30,
|
|
|
||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
Period from Inception (October 15, 2009) to June 30, 2012
|
||||||||
EXPENSES:
|
|
|
|
|
|
|
|
||||||||
Claim rentals and minimum royalties
|
$
|
198,797
|
|
|
$
|
281,418
|
|
|
$
|
192,712
|
|
|
$
|
672,927
|
|
Exploration expenses
|
3,501,884
|
|
|
2,271,088
|
|
|
877,762
|
|
|
6,650,734
|
|
||||
Other operating expenses
|
28,898
|
|
|
87,167
|
|
|
30,485
|
|
|
146,550
|
|
||||
Stock-based compensation expense
|
192,884
|
|
|
63,681
|
|
|
—
|
|
|
256,565
|
|
||||
General and administrative expenses
|
337,229
|
|
|
150,810
|
|
|
1,677
|
|
|
489,716
|
|
||||
Total expenses
|
4,259,692
|
|
|
2,854,164
|
|
|
1,102,636
|
|
|
8,216,492
|
|
||||
NET LOSS
|
$
|
4,259,692
|
|
|
$
|
2,854,164
|
|
|
$
|
1,102,636
|
|
|
$
|
8,216,492
|
|
LOSS PER SHARE
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
2.35
|
|
|
$
|
1.82
|
|
|
$
|
0.70
|
|
|
$
|
4.96
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
1,814,072
|
|
|
1,566,467
|
|
|
1,566,467
|
|
|
1,657,393
|
|
|
Year Ended June 30,
|
|
|
||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
Period from Inception (October 15, 2009) to June 30, 2012
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(4,259,692
|
)
|
|
$
|
(2,854,164
|
)
|
|
$
|
(1,102,636
|
)
|
|
$
|
(8,216,492
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation
|
251,210
|
|
|
84,908
|
|
|
—
|
|
|
336,118
|
|
||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
||||||||
Decrease (increase) in prepaid expenses
|
(59,871
|
)
|
|
155,110
|
|
|
(233,268
|
)
|
|
(138,029
|
)
|
||||
Increase in accounts payable and other accrued liabilities
|
1,156,900
|
|
|
133,608
|
|
|
511,156
|
|
|
1,801,664
|
|
||||
Net cash used in operating activities
|
(2,911,453
|
)
|
|
(2,480,538
|
)
|
|
(824,748
|
)
|
|
(6,216,739
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Acquisition of other assets
|
(150,000
|
)
|
|
(75,000
|
)
|
|
—
|
|
|
(225,000
|
)
|
||||
Acquisition of properties
|
—
|
|
|
—
|
|
|
(1,008,886
|
)
|
|
(1,008,886
|
)
|
||||
Net cash used in investing activities
|
(150,000
|
)
|
|
(75,000
|
)
|
|
(1,008,886
|
)
|
|
(1,233,886
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||||||
Shareholders’ contributions
|
—
|
|
|
4,950,638
|
|
|
1,833,634
|
|
|
6,784,272
|
|
||||
Common stock issuance, net
|
8,431,618
|
|
|
—
|
|
|
—
|
|
|
8,431,618
|
|
||||
Short-term borrowings
|
500,000
|
|
|
—
|
|
|
—
|
|
|
500,000
|
|
||||
Repayment of short-term borrowings
|
(500,000
|
)
|
|
—
|
|
|
—
|
|
|
(500,000
|
)
|
||||
Net cash provided by financing activities
|
8,431,618
|
|
|
4,950,638
|
|
|
1,833,634
|
|
|
15,215,890
|
|
||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
5,370,165
|
|
|
2,395,100
|
|
|
—
|
|
|
7,765,265
|
|
||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
2,395,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
7,765,265
|
|
|
$
|
2,395,100
|
|
|
$
|
—
|
|
|
$
|
7,765,265
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
||||||||
Cash paid for interest
|
$
|
14,917
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,917
|
|
|
Common Stock
|
|
Additional
paid-in Capital
|
|
Accumulated
Deficit
Exploration Stage
|
|
Total
Shareholders’ Equity
|
||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|||||||||||||
Balance at Inception (October 15, 2009)
|
—
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Shareholders’ contribution
|
1,566,467
|
|
|
$
|
15,665
|
|
|
$
|
1,817,969
|
|
|
$
|
—
|
|
|
$
|
1,833,634
|
|
|
Net loss for the period
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,102,636
|
)
|
|
$
|
(1,102,636
|
)
|
|
Balance at June 30, 2010
|
1,566,467
|
|
|
$
|
15,665
|
|
|
$
|
1,817,969
|
|
|
$
|
(1,102,636
|
)
|
|
$
|
730,998
|
|
|
Shareholders’ contribution
|
—
|
|
|
—
|
|
|
4,950,638
|
|
|
—
|
|
|
4,950,638
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
84,908
|
|
|
—
|
|
|
84,908
|
|
|||||
Net loss for the period
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,854,164
|
)
|
|
(2,854,164
|
)
|
|||||
Balance at June 30, 2011
|
1,566,467
|
|
|
$
|
15,665
|
|
|
$
|
6,853,515
|
|
|
$
|
(3,956,800
|
)
|
|
$
|
2,912,380
|
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
251,210
|
|
|
—
|
|
|
251,210
|
|
|||||
Shares vested
|
31,302
|
|
|
313
|
|
|
(313
|
)
|
|
|
|
—
|
|
||||||
Issuance of common stock, net
|
882,500
|
|
|
8,825
|
|
|
8,422,793
|
|
|
|
|
8,431,618
|
|
||||||
Net loss for the period
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,259,692
|
)
|
|
(4,259,692
|
)
|
|||||
Balance at June 30, 2012
|
2,480,269
|
|
|
$
|
24,803
|
|
|
$
|
15,527,205
|
|
|
$
|
(8,216,492
|
)
|
|
$
|
7,335,516
|
|
|
Year Ended June 30,
|
|
|
||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
Period from Inception (October 15, 2009 to June 30, 2012
|
||||||||
Acquisition of mineral interests
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,008,886
|
|
|
$
|
1,008,886
|
|
Exploration costs and claim rentals
|
3,700,681
|
|
|
2,552,506
|
|
|
1,070,474
|
|
|
7,323,661
|
|
||||
Total costs incurred
|
$
|
3,700,681
|
|
|
$
|
2,552,506
|
|
|
$
|
2,079,360
|
|
|
$
|
8,332,547
|
|
|
Year Ended June 30, 2012
|
|||||||||
|
Loss
|
|
Weighted
Average
Shares
|
|
Per
Share
|
|||||
Basic Loss per Share:
|
|
|
|
|
|
|||||
Net loss attributable to common stock
|
$
|
(4,259,692
|
)
|
|
1,814,072
|
|
|
$
|
(2.35
|
)
|
Diluted Loss per Share:
|
|
|
|
|
|
|||||
Net loss attributable to common stock
|
$
|
(4,259,692
|
)
|
|
1,814,072
|
|
|
$
|
(2.35
|
)
|
|
Year Ended June 30, 2011
|
|||||||||
|
Loss
|
|
Weighted
Average
Shares
|
|
Per
Share
|
|||||
Basic Loss per Share:
|
|
|
|
|
|
|||||
Net loss attributable to common stock
|
$
|
(2,854,164
|
)
|
|
1,566,467
|
|
|
$
|
(1.82
|
)
|
Diluted Loss per Share:
|
|
|
|
|
|
|||||
Net loss attributable to common stock
|
$
|
(2,854,164
|
)
|
|
1,566,467
|
|
|
$
|
(1.82
|
)
|
|
Year Ended June 30, 2010
|
|||||||
|
Loss
|
|
Weighted
Average
Shares
|
|
Per
Share
|
|||
Basic Loss per Share:
|
|
|
|
|
|
|||
Net loss attributable to common stock
|
(1,102,636
|
)
|
|
1,566,467
|
|
|
(0.70
|
)
|
Diluted Loss per Share:
|
|
|
|
|
|
|||
Net loss attributable to common stock
|
(1,102,636
|
)
|
|
1,566,467
|
|
|
(0.70
|
)
|
|
Period from Inception (October 15, 2009)
to June 30, 2012
|
|||||||||
|
Loss
|
|
Weighted
Average
Shares
|
|
Per
Share
|
|||||
Basic Loss per Share:
|
|
|
|
|
|
|||||
Net loss attributable to common stock
|
$
|
(8,216,492
|
)
|
|
1,657,393
|
|
|
$
|
(4.96
|
)
|
Diluted Loss per Share:
|
|
|
|
|
|
|||||
Net loss attributable to common stock
|
$
|
(8,216,492
|
)
|
|
1,657,393
|
|
|
$
|
(4.96
|
)
|
|
Year Ended June 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Stock-based compensation included in:
|
|
|
|
|
|
||||||
Exploration expenses (1)
|
$
|
58,326
|
|
|
$
|
21,227
|
|
|
$
|
—
|
|
Stock-based compensation expense (2)
|
192,884
|
|
|
63,681
|
|
|
—
|
|
|||
Total stock-based compensation expense
|
$
|
251,210
|
|
|
$
|
84,908
|
|
|
$
|
—
|
|
|
Number of
Shares
|
|
Weighted
Average
Fair Value
Per Share
|
|||
Nonvested balance at June 30, 2010
|
—
|
|
|
$
|
—
|
|
Granted
|
93,906
|
|
|
4.65
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested balance at June 30, 2011
|
93,906
|
|
|
$
|
4.65
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(31,302
|
)
|
|
4.65
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested balance at June 30, 2012
|
62,604
|
|
|
$
|
4.65
|
|
|
For the Year ended June 30, 2012
|
|||||
|
Shares Under Options
|
|
Weighted
Average
Exercise Price
|
|||
Outstanding, beginning of period
|
—
|
|
|
$
|
—
|
|
Granted
|
50,000
|
|
|
$
|
13.13
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
Outstanding, end of period
|
50,000
|
|
|
$
|
13.13
|
|
Aggregate intrinsic value
|
2,450
|
|
|
|
|
|
Exercisable, end of the period
|
16,667
|
|
|
$
|
13.13
|
|
Aggregate intrinsic value
|
817
|
|
|
|
|
|
Available for grant, end of period
|
856,094
|
|
|
|
|
|
Weighted average fair value of options granted during the period (1)
|
3.38
|
|
|
|
|
Year Ended June 30,
|
|
|
|
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
|
Period from Inception (October 15, 2009 to June 30, 2012
|
||||||||
Provision (benefit) at statutory tax rate
|
$
|
(1,490,892
|
)
|
|
$
|
(998,957
|
)
|
|
$
|
(385,923
|
)
|
|
$
|
(2,875,772
|
)
|
Permanent differences
|
—
|
|
|
48,826
|
|
|
11,296
|
|
|
60,122
|
|
||||
Valuation allowance
|
1,490,892
|
|
|
950,131
|
|
|
374,627
|
|
|
2,815,650
|
|
||||
Income tax provision
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended June 30,
|
|
|
|
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
|
Period from Inception (October 15, 2009 to June 30, 2012
|
||||||||
Current:
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred:
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended June 30,
|
||||||
|
2012
|
|
2011
|
||||
Deferred tax asset:
|
|
|
|
||||
Capitalized exploration expenses
|
$
|
2,452,896
|
|
|
$
|
1,268,004
|
|
Stock Option Expenses
|
89,798
|
|
|
22,289
|
|
||
Net operating losses
|
272,956
|
|
|
34,465
|
|
||
Valuation allowance
|
(2,815,650
|
)
|
|
(1,324,758
|
)
|
||
Net deferred tax assets
|
$
|
—
|
|
|
$
|
—
|
|
|
Quarter Ended
|
||||||||||||||
|
Sept. 30,
|
|
Dec. 31,
|
|
Mar. 31,
|
|
June 30,
|
||||||||
Fiscal Year 2012:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
1,650,170
|
|
|
492,480
|
|
|
243,079
|
|
|
1,873,963
|
|
||||
Basic and diluted loss per share
|
1.05
|
|
|
0.31
|
|
|
0.15
|
|
|
0.76
|
|
||||
Fiscal Year 2011:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
862,128
|
|
|
$
|
296,237
|
|
|
$
|
140,394
|
|
|
$
|
1,555,405
|
|
Basic and diluted loss per share
|
$
|
0.55
|
|
|
$
|
0.19
|
|
|
$
|
0.09
|
|
|
$
|
0.99
|
|
Fiscal Year 2010:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
n/a
|
|
|
$
|
267,435
|
|
|
$
|
306,134
|
|
|
$
|
529,067
|
|
|
Basic and diluted loss per share
|
n/a
|
|
|
$
|
0.17
|
|
|
$
|
0.20
|
|
|
$
|
0.34
|
|
•
|
Outside Activities/Employment
. Any outside activity, including employment, should not significantly encroach on the time and attention employees devote to their corporate duties, should not adversely affect the quality or quantity of their work, and should not make use of corporate equipment, facilities or supplies, or imply (without the Company's approval) the Company's sponsorship or support. In addition, under no circumstances are employees permitted to compete with the Company, or take for themselves or their family members business opportunities that belong to the Company that are discovered or made available by virtue of their positions at the Company. Employees are prohibited from taking part in any outside employment without the Company's prior approval.
|
•
|
Civic/Political Activities
. Employees are encouraged to participate in civic, charitable or political activities so long as such participation does not encroach on the time and attention they are expected to devote to their Company-related duties. Such activities are to be conducted in a manner that does not involve the Company or its assets or facilities, and does not create an appearance of Company involvement or endorsement.
|
•
|
Loans to Employees
. Loans or extension of credit guarantees to or for the personal benefit of an officer or employee, or to a member of his or her family, are prohibited.
|
•
|
Act with honesty and integrity, avoiding violations of this Code, including actual or apparent conflicts of interest with the Company in personal and professional relationships.
|
•
|
Disclose to a member of senior management or to the Audit Committee of the Board of Directors any material transaction or relationship that reasonably could be expected to give rise to any violations of this Code, including actual or apparent conflicts of interest with the Company.
|
•
|
Provide the Company's other employees, consultants, and advisors with information that is accurate, complete, objective, relevant, timely and understandable.
|
•
|
Endeavor to ensure full, fair, timely, accurate and understandable disclosure in the Company's periodic reports.
|
•
|
Comply with rules and regulations of federal, state, provincial and local governments and other appropriate private and public regulatory agencies.
|
•
|
Act in good faith, responsibly, and with due care, competence and diligence, without misrepresenting material facts or allowing their independent judgment to be subordinated.
|
•
|
Respect the confidentiality of information acquired in the course of their work except where they have Company approval or where disclosure is otherwise legally mandated. Confidential information acquired in the course of their work will not be used for personal advantage.
|
•
|
Share and maintain skills important and relevant to the Company's needs.
|
•
|
Proactively promote ethical behavior among peers in their work environment.
|
•
|
Achieve responsible use of and control over all assets and resources employed or entrusted to them.
|
•
|
Record or participate in the recording of entries in the Company's books and records that are accurate to the best of their knowledge.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
|
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
|
5.
|
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
|
/s/ BRAD JUNEAU
|
|
Brad Juneau
|
|
President and Acting Chief Executive Officer
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
|
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
|
5.
|
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
|
/s/ SERGIO CASTRO
|
|
Sergio Castro
|
|
Chief Financial Officer
|
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ BRAD JUNEAU
|
|
Brad Juneau
|
|
President and Acting Chief Executive Officer
|
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
/s/ SERGIO CASTRO
|
|
Sergio Castro
|
|
Chief Financial Officer
|
|