ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
|
SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
|
SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
|
|
27-3431051
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
|
||
3700 BUFFALO SPEEDWAY, SUITE 925
HOUSTON, TEXAS 77098
|
||
(Address of principal executive offices)
|
|
|
|
|
|
|
|
Large accelerated filer
¨
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
¨
|
|
Smaller reporting company
x
|
|
|
Three Months Ended September 30,
|
|
|
Period from
Inception
(October 15, 2009)
|
||||||||
|
|
2013
|
|
2012
|
|
|
to September 30, 2013
|
||||||
EXPENSES:
|
|
|
|
|
|
|
|
||||||
Claim rentals and minimum royalties
|
|
$
|
60,631
|
|
|
$
|
67,605
|
|
|
|
$
|
904,997
|
|
Exploration expense
|
|
5,531,559
|
|
|
3,740,011
|
|
|
|
20,248,229
|
|
|||
Stock-based compensation expense
|
|
252,592
|
|
|
226,162
|
|
|
|
1,642,325
|
|
|||
General and administrative expense
|
|
334,171
|
|
|
202,978
|
|
|
|
1,632,577
|
|
|||
Total expenses
|
|
6,178,953
|
|
|
4,236,756
|
|
|
|
24,428,128
|
|
|||
NET LOSS
|
|
$
|
(6,178,953
|
)
|
|
$
|
(4,236,756
|
)
|
|
|
$
|
(24,428,128
|
)
|
LOSS PER SHARE
|
|
|
|
|
|
|
|
||||||
Basic and diluted
|
|
$
|
(1.65
|
)
|
|
$
|
(1.71
|
)
|
|
|
$
|
(11.72
|
)
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
|
|
|
|
|
|
|
|
||||||
Basic and diluted
|
|
3,750,394
|
|
|
2,480,269
|
|
|
|
2,084,811
|
|
|
|
Three Months Ended
September 30,
|
|
Period from
Inception
(October 15, 2009)
|
||||||||
|
|
2013
|
|
2012
|
|
to September 30, 2013
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(6,178,953
|
)
|
|
$
|
(4,236,756
|
)
|
|
$
|
(24,428,128
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
||||||
Stock-based compensation
|
|
321,177
|
|
|
301,308
|
|
|
2,140,316
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Decrease (increase) in prepaid expenses
|
|
34,335
|
|
|
109,588
|
|
|
(68,197
|
)
|
|||
Increase (decrease) in accounts payable and accrued liabilities
|
|
2,220,123
|
|
|
(769,411
|
)
|
|
3,970,484
|
|
|||
Net cash used for operating activities
|
|
$
|
(3,603,318
|
)
|
|
$
|
(4,595,271
|
)
|
|
$
|
(18,385,525
|
)
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Note Receivable from Tetlin Village
|
|
(100,000
|
)
|
|
—
|
|
|
(100,000
|
)
|
|||
Acquisition of other assets
|
|
—
|
|
|
—
|
|
|
(225,000
|
)
|
|||
Acquisition of properties
|
|
—
|
|
|
—
|
|
|
(1,208,886
|
)
|
|||
Net cash used in investing activities
|
|
$
|
(100,000
|
)
|
|
$
|
—
|
|
|
$
|
(1,533,886
|
)
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Shareholder’s contributions
|
|
—
|
|
|
—
|
|
|
6,784,272
|
|
|||
Common stock and warrants issuance, net
|
|
—
|
|
|
—
|
|
|
22,459,753
|
|
|||
Short-term borrowings
|
|
—
|
|
|
—
|
|
|
500,000
|
|
|||
Repayment of short-term borrowings
|
|
—
|
|
|
—
|
|
|
(500,000
|
)
|
|||
Net cash provided by financing activities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,244,025
|
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
(3,703,318
|
)
|
|
(4,595,271
|
)
|
|
9,324,614
|
|
|||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
13,027,932
|
|
|
7,765,265
|
|
|
—
|
|
|||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
9,324,614
|
|
|
$
|
3,169,994
|
|
|
$
|
9,324,614
|
|
|
|
Common Stock
|
|
Additional
Paid-In
|
|
Accumulated
Deficit
Exploration
|
|
Total
Shareholders’
|
|||||||||||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stage
|
|
Equity
|
|||||||||
Balance at June 30, 2013
|
|
3,750,394
|
|
|
$
|
37,504
|
|
|
$
|
31,025,660
|
|
|
$
|
(18,249,175
|
)
|
|
$
|
12,813,989
|
|
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
321,177
|
|
|
—
|
|
|
321,177
|
|
||||
Net loss for the period
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,178,953
|
)
|
|
(6,178,953
|
)
|
||||
Balance at September 30, 2013
|
|
3,750,394
|
|
|
$
|
37,504
|
|
|
$
|
31,346,837
|
|
|
$
|
(24,428,128
|
)
|
|
$
|
6,956,213
|
|
|
|
Three Months Ended
September 30,
|
|
Period from
Inception
(October 15, 2009)
|
|||||||
|
|
2013
|
2012
|
|
to September 30, 2013
|
||||||
Acquisition of mineral interests
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
1,208,886
|
|
Exploration costs, claim rentals, and minimum royalties
|
|
5,592,190
|
|
3,807,616
|
|
|
21,153,226
|
|
|||
Total costs incurred
|
|
$
|
5,592,190
|
|
$
|
3,807,616
|
|
|
$
|
22,362,112
|
|
|
Three Months Ended September 30,
|
||||||||||||||||||||
|
2013
|
|
2012
|
||||||||||||||||||
|
Loss
|
|
Weighted Average Shares
|
|
Loss Per
Share
|
|
Loss
|
|
Weighted Average Shares
|
|
Loss Per
Share |
||||||||||
Basic Loss per Share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss attributable to common stock
|
$
|
(6,178,953
|
)
|
|
3,750,394
|
|
|
$
|
(1.65
|
)
|
|
$
|
(4,236,756
|
)
|
|
2,480,269
|
|
|
$
|
(1.71
|
)
|
Diluted Loss per Share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss attributable to common stock
|
$
|
(6,178,953
|
)
|
|
3,750,394
|
|
|
$
|
(1.65
|
)
|
|
$
|
(4,236,756
|
)
|
|
2,480,269
|
|
|
$
|
(1.71
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Period from Inception (October 15, 2009) to September 30, 2013
|
|
|
|
|
|
|
||||||||||||||
|
Loss
|
|
Weighted Average Shares
|
|
Loss Per
Share
|
|
|
|
|
|
|
||||||||||
Basic Loss per Share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss attributable to common stock
|
$
|
(24,428,128
|
)
|
|
2,084,811
|
|
|
$
|
(11.72
|
)
|
|
|
|
|
|
|
|||||
Diluted Loss per Share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss attributable to common stock
|
$
|
(24,428,128
|
)
|
|
2,084,811
|
|
|
$
|
(11.72
|
)
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Period from Inception (October 15, 2009)
|
||||||||
|
|
2013
|
|
2012
|
|
to September 30, 2013
|
||||||
Stock-based compensation included in:
|
|
|
|
|
|
|
||||||
Exploration expense
(1)
|
|
$
|
68,585
|
|
|
$
|
75,146
|
|
|
$
|
497,991
|
|
Stock-based compensation expense
(2)
|
|
252,592
|
|
|
226,162
|
|
|
1,642,325
|
|
|||
Total stock-based compensation expense
|
|
$
|
321,177
|
|
|
$
|
301,308
|
|
|
$
|
2,140,316
|
|
(1)
|
Related to restricted stock and stock option awards to the Company’s technical consultant, the owner of Avalon and one Avalon employee.
|
(2)
|
Related to restricted stock and stock option awards to the Company’s directors and employees.
|
|
|
Option Awards
|
|
|
||
Period Granted
|
|
Options Granted
|
|
Weighted Average Exercise Price
|
|
Vesting Period
|
September 2011
(1)
|
|
50,000
|
|
$13.13
|
|
Vests over two years, beginning with one-third on the grant date.
|
July 2012
(2)
|
|
100,000
|
|
$10.25
|
|
Vests over two years, beginning with one-third on the grant date.
|
December 2012
(3)
|
|
250,000
|
|
$10.20
|
|
Vests over two years, beginning with one-third on the grant date.
|
June 2013
(4)
|
|
37,500
|
|
$10.00
|
|
Vested Immediately
|
July 2013
(5)
|
|
5,000
|
|
$10.00
|
|
Vested Immediately
|
September 2013
(6)
|
|
37,500
|
|
$10.01
|
|
Vested Immediately
|
September 2013
(6)
|
|
15,000
|
|
$10.01
|
|
Vests over two years, beginning with one-third on the grant date.
|
|
|
Three Months Ended
September 30, 2013
|
|||||
|
|
Shares Under Options
|
|
Weighted Average Exercise Price
|
|||
Outstanding, June 30, 2013
|
|
404,167
|
|
|
$10.49
|
||
Granted - July 2013
(1)
|
|
5,000
|
|
|
$10.00
|
||
Granted - September 2013
(2)
|
|
52,500
|
|
|
$10.01
|
||
Exercised
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Outstanding, end of period
|
|
461,667
|
|
|
$10.43
|
||
Aggregate intrinsic value
|
|
$
|
—
|
|
|
|
|
Exercisable, end of period
|
|
303,333
|
|
|
$10.66
|
||
Aggregate intrinsic value
|
|
$
|
—
|
|
|
|
|
Available for grant, end of period
|
|
444,427
|
|
|
|
||
Weighted average fair value per share of options granted during the period
|
|
$
|
3.92
|
|
|
|
(1)
|
The fair value of each option is estimated as of the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for the July 2013 grant: (i) risk-free interest rate of
0.47%
; (ii) expected life of
2.5
years; (iii) expected volatility of
63.3%
; and (iv) expected dividend yield of
0%
. The weighted average fair value per share for the options granted in July 2013 is
$2.68
.
|
(2)
|
The fair value of each option is estimated as of the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for the September 2013 grant: (i) risk-free interest rate of
0.51%
; (ii) expected life of
2.6
years; (iii) expected volatility of
64.4%
; and (iv) expected dividend yield of
0%
. The weighted average fair value per share for the options granted in September 2013 is
$4.04
.
|
•
|
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
|
•
|
Operational constraints and delays
|
•
|
The risks associated with exploring in the mining industry
|
•
|
The timing and successful discovery of natural resources
|
•
|
Availability of capital and the ability to repay indebtedness when due
|
•
|
Low and/or declining prices for gold and rare earth elements
|
•
|
Price volatility for natural resources
|
•
|
Availability of operating equipment
|
•
|
Operating hazards attendant to the mining industry
|
•
|
Weather
|
•
|
The ability to find and retain skilled personnel
|
•
|
Restrictions on mining activities
|
•
|
Legislation that may regulate mining activities
|
•
|
Impact of new and potential legislative and regulatory changes on mining operating and safety standards
|
•
|
Uncertainties of any estimates and projections relating to any future production, costs and expenses.
|
•
|
Government subsidies to our competitors
|
•
|
Timely and full receipt of sale proceeds from the sale of any of our mined products (if any)
|
•
|
Interest rate volatility
|
•
|
Federal and state regulatory developments and approvals
|
•
|
Availability and cost of material and equipment
|
•
|
Actions or inactions of third-parties
|
•
|
Potential mechanical failure or under-performance of facilities and equipment
|
•
|
Environmental risks
|
•
|
Strength and financial resources of competitors
|
•
|
Worldwide economic conditions
|
•
|
Expanded rigorous monitoring and testing requirements
|
•
|
Ability to obtain insurance coverage on commercially reasonable terms
|
|
|
|
|
Original Properties
|
|
Additional Properties
|
|
Total
|
||||||||||||
Mineral / Jurisdiction
|
|
Project Name
|
|
Claims
|
|
Acreage
|
|
Claims
|
|
Acreage
|
|
Claims
|
|
Acreage
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
GOLD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Tetlin Village Council
|
|
Tetlin Lease
|
|
n/a
|
|
|
675,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
675,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
State of Alaska
|
|
TOK / Tetlin
|
|
122
|
|
|
10,821
|
|
|
9
|
|
|
29
|
|
|
131
|
|
|
10,850
|
|
|
|
LAD / Triple Z
|
|
45
|
|
|
7,200
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
7,200
|
|
|
|
Eagle
|
|
—
|
|
|
—
|
|
|
369
|
|
|
56,507
|
|
|
369
|
|
|
56,507
|
|
|
|
Bush
|
|
—
|
|
|
—
|
|
|
48
|
|
|
7,680
|
|
|
48
|
|
|
7,680
|
|
|
|
ADC 2
|
|
—
|
|
|
—
|
|
|
48
|
|
|
7,680
|
|
|
48
|
|
|
7,680
|
|
|
|
|
|
167
|
|
|
693,021
|
|
|
474
|
|
|
71,896
|
|
|
641
|
|
|
764,917
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
REE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Federal
|
|
Salmon Bay
|
|
123
|
|
|
2,460
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|
2,460
|
|
|
|
Stone Rock
|
|
49
|
|
|
980
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
980
|
|
|
|
|
|
172
|
|
|
3,440
|
|
|
—
|
|
|
—
|
|
|
172
|
|
|
3,440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
TOTAL
|
|
|
|
339
|
|
|
696,461
|
|
|
474
|
|
|
71,896
|
|
|
813
|
|
|
768,357
|
|
|
|
Option Awards
|
|
|
||
Period Granted
|
|
Options Granted
|
|
Weighted Average Exercise Price
|
|
Vesting Period
|
September 2011
(1)
|
|
50,000
|
|
$13.13
|
|
Vests over two years, beginning with one-third on the grant date.
|
July 2012
(2)
|
|
100,000
|
|
$10.25
|
|
Vests over two years, beginning with one-third on the grant date.
|
December 2012
(3)
|
|
250,000
|
|
$10.20
|
|
Vests over two years, beginning with one-third on the grant date.
|
June 2013
(4)
|
|
37,500
|
|
$10.00
|
|
Vested Immediately
|
July 2013
(5)
|
|
5,000
|
|
$10.00
|
|
Vested Immediately
|
September 2013
(6)
|
|
37,500
|
|
$10.01
|
|
Vested Immediately
|
September 2013
(6)
|
|
15,000
|
|
$10.01
|
|
Vests over two years, beginning with one-third on the grant date.
|
Year
|
|
Program
|
|
Core
Samples
|
|
Rock
Samples
|
|
Soil
Samples
|
|
Pan Con
Samples
|
|
Stream Silt
Samples
|
|
Core (feet)
|
|
IP/Geophysics
(kilometers)
|
|
Trenching
(feet)
|
||||||||
2009
|
|
Chief Danny
|
|
—
|
|
|
958
|
|
|
33
|
|
|
94
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
2,330
|
|
2010
|
|
Chief Danny
|
|
—
|
|
|
613
|
|
|
760
|
|
|
668
|
|
|
795
|
|
|
—
|
|
|
14
|
|
|
—
|
|
2011
|
|
Chief Danny
|
|
1,267
|
|
|
20
|
|
|
688
|
|
|
—
|
|
|
—
|
|
|
8,057
|
|
|
3,957
|
|
|
—
|
|
2012
|
|
Chief Danny
|
|
5,223
|
|
|
82
|
|
|
1,029
|
|
|
—
|
|
|
—
|
|
|
36,004
|
|
|
—
|
|
|
—
|
|
2013
|
|
Chief Danny
|
|
8,970
|
|
|
6
|
|
|
1,406
|
|
|
—
|
|
|
—
|
|
|
47,079
|
|
|
2,524
|
|
|
—
|
|
|
|
Total
|
|
15,460
|
|
|
1,679
|
|
|
3,916
|
|
|
762
|
|
|
806
|
|
|
91,140
|
|
|
6,495
|
|
|
2,330
|
|
Drill Hole
|
Zone
|
From (meters)
|
To (meters)
|
Interval (meters)
|
Au opt
|
Au gpt
|
Ag gpt
|
Cu %
|
|||||||
TET1216
|
Peak
|
14.02
|
|
15.54
|
|
1.52
|
|
0.123
|
|
4.208
|
|
7.2
|
|
0.096
|
|
TET1216
|
Peak
|
19.96
|
|
45.72
|
|
25.75
|
|
0.228
|
|
7.832
|
|
23.5
|
|
0.061
|
|
including
|
Peak
|
25.91
|
|
28.95
|
|
3.05
|
|
0.634
|
|
21.75
|
|
34.8
|
|
0.086
|
|
And
|
Peak
|
42.67
|
|
44.19
|
|
1.52
|
|
1
|
|
34.3
|
|
50.9
|
|
0.01
|
|
TET1216
|
Peak
|
53.34
|
|
60.04
|
|
6.71
|
|
0.102
|
|
3.499
|
|
15.8
|
|
0.535
|
|
including
|
Peak
|
56.39
|
|
57.09
|
|
0.70
|
|
0.379
|
|
13
|
|
123
|
|
0.865
|
|
TET1216
|
Peak
|
64.61
|
|
78.33
|
|
13.72
|
|
0.081
|
|
2.766
|
|
1.4
|
|
0.053
|
|
including
|
Peak
|
70.31
|
|
70.62
|
|
0.30
|
|
0.274
|
|
9.385
|
|
4.8
|
|
0.809
|
|
And
|
Peak
|
76.81
|
|
78.33
|
|
1.52
|
|
0.252
|
|
8.632
|
|
4.2
|
|
0.117
|
|
TET1216
|
Peak
|
81.38
|
|
113.99
|
|
32.61
|
|
0.109
|
|
3.735
|
|
2.6
|
|
0.113
|
|
including
|
Peak
|
105.97
|
|
106.28
|
|
0.30
|
|
1.604
|
|
55
|
|
9.3
|
|
0.727
|
|
And
|
Peak
|
106.28
|
|
107.89
|
|
1.62
|
|
0.282
|
|
9.661
|
|
3.6
|
|
0.133
|
|
TET1217
|
Peak
|
7.92
|
|
56.99
|
|
49.07
|
|
0.327
|
|
11.218
|
|
21.6
|
|
0.085
|
|
including
|
Peak
|
7.92
|
|
32.31
|
|
24.38
|
|
0.574
|
|
19.677
|
|
16.9
|
|
0.082
|
|
including
|
Peak
|
14.02
|
|
18.59
|
|
4.57
|
|
1.255
|
|
43.033
|
|
15.5
|
|
0.142
|
|
And
|
Peak
|
23.16
|
|
26.21
|
|
3.05
|
|
0.844
|
|
28.95
|
|
19.9
|
|
0.051
|
|
And
|
Peak
|
27.74
|
|
32.31
|
|
4.57
|
|
0.726
|
|
24.9
|
|
37.6
|
|
0.054
|
|
TET1217
|
Peak
|
139.47
|
|
140.44
|
|
0.98
|
|
0.122
|
|
4.173
|
|
48.7
|
|
0.11
|
|
TET1218
|
Peak
|
85.34
|
|
143.86
|
|
58.52
|
|
0.422
|
|
14.452
|
|
9.1
|
|
0.243
|
|
including
|
Peak
|
103.93
|
|
106.67
|
|
2.74
|
|
0.945
|
|
32.393
|
|
8.9
|
|
0.324
|
|
And
|
Peak
|
107.13
|
|
111.55
|
|
4.42
|
|
1.459
|
|
50.007
|
|
25.9
|
|
0.518
|
|
And
|
Peak
|
136.15
|
|
142.33
|
|
6.19
|
|
0.941
|
|
32.249
|
|
13.2
|
|
0.347
|
|
TET1218
|
Peak
|
151.48
|
|
155.29
|
|
3.81
|
|
0.064
|
|
2.19
|
|
6.1
|
|
0.194
|
|
TET1219
|
Peak
|
31.24
|
|
32.61
|
|
1.37
|
|
0.036
|
|
1.223
|
|
20.9
|
|
0.072
|
|
TET1219
|
Peak
|
44.19
|
|
80.46
|
|
36.27
|
|
0.076
|
|
2.589
|
|
3.3
|
|
0.086
|
|
including
|
Peak
|
45.72
|
|
59.43
|
|
13.72
|
|
0.137
|
|
4.696
|
|
2.7
|
|
0.131
|
|
TET1219
|
Peak
|
89.91
|
|
92.65
|
|
2.74
|
|
0.041
|
|
1.4
|
|
13.7
|
|
0.26
|
|
including
|
Peak
|
89.91
|
|
90.43
|
|
0.52
|
|
0.157
|
|
5.372
|
|
29.2
|
|
0.106
|
|
TET1219
|
Peak
|
96.31
|
|
97.84
|
|
1.52
|
|
0.13
|
|
4.457
|
|
0.8
|
|
0.012
|
|
TET1219
|
Peak
|
108.50
|
|
122.22
|
|
13.72
|
|
0.053
|
|
1.821
|
|
3.2
|
|
0.218
|
|
TET1219
|
Peak
|
139.29
|
|
143.55
|
|
4.27
|
|
0.444
|
|
15.218
|
|
2.3
|
|
0.114
|
|
including
|
Peak
|
139.29
|
|
140.51
|
|
1.22
|
|
1.35
|
|
46.3
|
|
5.9
|
|
0.274
|
|
TET1235
|
Peak
|
168.61
|
|
185.92
|
|
17.31
|
|
0.635
|
|
21.766
|
|
7.4
|
|
0.319
|
|
including
|
Peak
|
171.65
|
|
176.17
|
|
4.51
|
|
1.977
|
|
67.797
|
|
10.2
|
|
0.363
|
|
including
|
Peak
|
171.65
|
|
173.12
|
|
1.46
|
|
2.713
|
|
93
|
|
14.2
|
|
0.459
|
|
And
|
Peak
|
173.12
|
|
174.64
|
|
1.52
|
|
2.287
|
|
78.4
|
|
10.9
|
|
0.392
|
|
TET1235
|
Peak
|
188.97
|
|
192.01
|
|
3.05
|
|
0.18
|
|
6.161
|
|
7.6
|
|
0.363
|
|
TET1235
|
Peak
|
198.11
|
|
199.63
|
|
1.52
|
|
0.154
|
|
5.29
|
|
55.8
|
|
2.12
|
|
TET1236
|
Peak
|
155.44
|
|
204.21
|
|
48.77
|
|
0.429
|
|
14.717
|
|
10.1
|
|
0.244
|
|
including
|
Peak
|
164.58
|
|
201.16
|
|
36.57
|
|
0.554
|
|
18.991
|
|
12.9
|
|
0.307
|
|
including
|
Peak
|
166.11
|
|
172.20
|
|
6.10
|
|
1.103
|
|
37.8
|
|
6
|
|
0.387
|
|
And
|
Peak
|
193.54
|
|
195.06
|
|
1.52
|
|
1.397
|
|
47.9
|
|
16.1
|
|
0.921
|
|
And
|
Peak
|
199.63
|
|
201.16
|
|
1.52
|
|
1.368
|
|
46.9
|
|
13.1
|
|
0.33
|
|
TET1238
|
Peak
|
123.44
|
|
128.01
|
|
4.57
|
|
0.019
|
|
0.636
|
|
47.1
|
|
1.158
|
|
TET1238
|
Peak
|
135.63
|
|
138.68
|
|
3.05
|
|
0.039
|
|
1.334
|
|
145.9
|
|
3.735
|
|
TET1239
|
Peak
|
118.56
|
|
121.61
|
|
3.05
|
|
0.043
|
|
1.477
|
|
13.4
|
|
0.444
|
|
TET1239
|
Peak
|
136.85
|
|
138.37
|
|
1.52
|
|
0.047
|
|
1.618
|
|
42.6
|
|
1.06
|
|
TET1241
|
Peak
|
36.27
|
|
39.62
|
|
3.35
|
|
0.094
|
|
3.213
|
|
3.4
|
|
0.088
|
|
Drill Hole
|
Zone
|
From (meters)
|
To (meters)
|
Interval (meters)
|
Au opt
|
Au gpt
|
Ag gpt
|
Cu %
|
|||||||
TET1241
|
Peak
|
45.72
|
|
50.29
|
|
4.57
|
|
0.048
|
|
1.632
|
|
1.9
|
|
0.059
|
|
TET1241
|
Peak
|
60.35
|
|
64.61
|
|
4.27
|
|
0.028
|
|
0.95
|
|
2.6
|
|
0.023
|
|
TET1241
|
Peak
|
137.15
|
|
141.73
|
|
4.57
|
|
0.019
|
|
0.645
|
|
46.9
|
|
0.445
|
|
TET1242
|
Peak
|
19.51
|
|
28.65
|
|
9.14
|
|
0.047
|
|
1.611
|
|
3.7
|
|
0.105
|
|
TET1242
|
Peak
|
42.37
|
|
45.57
|
|
3.20
|
|
0.043
|
|
1.483
|
|
1.4
|
|
0.048
|
|
TET1242
|
Peak
|
115.82
|
|
118.26
|
|
2.44
|
|
0.026
|
|
0.9
|
|
0.3
|
|
0.011
|
|
TET1242
|
Peak
|
121.30
|
|
124.35
|
|
3.05
|
|
0.048
|
|
1.653
|
|
1.2
|
|
0.021
|
|
TET1242
|
Peak
|
142.94
|
|
162.45
|
|
19.51
|
|
0.08
|
|
2.756
|
|
2.6
|
|
0.154
|
|
including
|
Peak
|
149.04
|
|
151.94
|
|
2.90
|
|
0.207
|
|
7.098
|
|
2
|
|
0.1
|
|
and
|
Peak
|
161.63
|
|
162.45
|
|
0.82
|
|
0.44
|
|
15.1
|
|
11.5
|
|
0.232
|
|
TET1243
|
Peak
|
30.17
|
|
34.75
|
|
4.57
|
|
0.021
|
|
0.714
|
|
1.3
|
|
0.032
|
|
TET1243
|
Peak
|
100.27
|
|
101.80
|
|
1.52
|
|
0.103
|
|
3.534
|
|
0.8
|
|
0.018
|
|
TET1244
|
Peak
|
87.17
|
|
90.22
|
|
3.05
|
|
0.057
|
|
1.963
|
|
—
|
|
0.006
|
|
TET1244
|
Peak
|
96.31
|
|
103.93
|
|
7.62
|
|
0.095
|
|
3.273
|
|
0.8
|
|
0.013
|
|
TET1244
|
Peak
|
108.50
|
|
113.08
|
|
4.57
|
|
0.097
|
|
3.324
|
|
0.9
|
|
0.019
|
|
including
|
Peak
|
108.50
|
|
110.03
|
|
1.52
|
|
0.248
|
|
8.501
|
|
1
|
|
0.008
|
|
TET1244
|
Peak
|
157.57
|
|
160.62
|
|
3.05
|
|
0.02
|
|
0.689
|
|
—
|
|
0.004
|
|
TET1246
|
Peak
|
72.54
|
|
75.59
|
|
3.05
|
|
0.055
|
|
1.899
|
|
1.6
|
|
0.01
|
|
TET1246
|
Peak
|
341.36
|
|
342.67
|
|
1.31
|
|
0.114
|
|
3.919
|
|
2.6
|
|
0.299
|
|
TET1246
|
Peak
|
435.54
|
|
437.21
|
|
1.68
|
|
0.035
|
|
1.214
|
|
5.3
|
|
0.193
|
|
TET1247
|
Peak
|
17.83
|
|
20.42
|
|
2.59
|
|
0.046
|
|
1.561
|
|
0.3
|
|
0.015
|
|
TET1247
|
Peak
|
32.92
|
|
38.10
|
|
5.18
|
|
0.067
|
|
2.283
|
|
0.2
|
|
0.01
|
|
including
|
Peak
|
35.96
|
|
36.57
|
|
0.61
|
|
0.268
|
|
9.175
|
|
1.3
|
|
0.039
|
|
TET1247
|
Peak
|
44.80
|
|
45.26
|
|
0.46
|
|
0.108
|
|
3.713
|
|
0.6
|
|
0.015
|
|
TET1247
|
Peak
|
63.40
|
|
64.31
|
|
0.91
|
|
0.183
|
|
6.279
|
|
0.8
|
|
0.004
|
|
TET1247
|
Peak
|
74.67
|
|
77.87
|
|
3.20
|
|
0.047
|
|
1.611
|
|
0.4
|
|
0.021
|
|
TET1247
|
Peak
|
233.16
|
|
234.68
|
|
1.52
|
|
0.039
|
|
1.345
|
|
0.6
|
|
0.012
|
|
TET1248
|
Peak
|
12.19
|
|
28.35
|
|
16.15
|
|
0.03
|
|
1.03
|
|
1.2
|
|
0.012
|
|
TET1249
|
Peak
|
16.76
|
|
22.55
|
|
5.79
|
|
0.022
|
|
0.757
|
|
1.7
|
|
0.008
|
|
TET1249
|
Peak
|
45.72
|
|
46.78
|
|
1.07
|
|
0.105
|
|
3.602
|
|
1.2
|
|
0.007
|
|
TET1257
|
Peak
|
17.07
|
|
24.08
|
|
7.01
|
|
0.03
|
|
1.012
|
|
23.2
|
|
0.006
|
|
TET1257
|
Peak
|
151.17
|
|
167.02
|
|
15.85
|
|
0.06
|
|
2.07
|
|
16.9
|
|
0.521
|
|
including
|
Peak
|
154.53
|
|
156.35
|
|
1.83
|
|
0.188
|
|
6.447
|
|
8.4
|
|
0.205
|
|
TET1257
|
Peak
|
171.35
|
|
173.36
|
|
2.01
|
|
0.065
|
|
2.219
|
|
27
|
|
0.827
|
|
TET1259
|
Peak
|
148.74
|
|
150.26
|
|
1.52
|
|
0.042
|
|
1.449
|
|
18.5
|
|
0.191
|
|
TET1261
|
Peak
|
87.47
|
|
89.00
|
|
1.52
|
|
0.093
|
|
3.193
|
|
—
|
|
0.037
|
|
Year
|
|
Program
|
|
Core
Samples
|
|
Rock
Samples
|
|
Soil
Samples
|
|
Pan Con
Samples
|
|
Stream Silt
Samples
|
|
IP/Geophysics
(kilometers)
|
|
Trenching
(feet)
|
2009
|
|
Triple Z
|
|
—
|
|
85
|
|
115
|
|
—
|
|
—
|
|
—
|
|
—
|
2010
|
|
Triple Z
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
2011
|
|
Triple Z
|
|
—
|
|
29
|
|
21
|
|
6
|
|
7
|
|
—
|
|
—
|
2012
|
|
Triple Z
|
|
1,263
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Total
|
|
1,263
|
|
114
|
|
136
|
|
6
|
|
7
|
|
—
|
|
—
|
•
|
Ground or slope failures;
|
•
|
Pressure or irregularities in formations affecting ore or wall rock characteristics;
|
•
|
Equipment failures or accidents;
|
•
|
Adverse weather conditions;
|
•
|
Compliance with governmental requirements and laws, present and future;
|
•
|
Shortages or delays in the availability and delivery of equipment; and
|
•
|
Lack of adequate infrastructure, including access to roads, electricity and available housing.
|
•
|
The existence and sufficiency of a discovery of valuable minerals;
|
•
|
Proper posting and marking of boundaries in accordance with state statutes;
|
•
|
Timely payments of annual rentals for the right to continue to hold the mining claims in accordance with state statutes;
|
•
|
Timely and proper performance of sufficient annual assessment work; and
|
•
|
Possible conflicts with other claims not determinable from descriptions of records.
|
•
|
Global economic conditions;
|
•
|
Domestic and foreign tax policy;
|
•
|
The price of foreign imports of gold and rare earth elements, and products derived from the foregoing;
|
•
|
The cost of exploring for, producing and processing mineral ore;
|
•
|
Available transportation capacity; and
|
•
|
The overall supply and demand for minerals.
|
•
|
Require that we obtain permits before commencing mining work;
|
•
|
Restrict the substances that can be released into the environment in connection with mining work;
|
•
|
Limit or prohibit mining work on protected areas.
|
•
|
Limit the personal liability of directors;
|
•
|
Limit the persons who may call special meetings of stockholders;
|
•
|
Prohibit stockholder action by written consent;
|
•
|
Establish advance notice requirements for nominations for election of the board of directors and for proposing matters to be acted on by stockholders at stockholder meetings;
|
•
|
Require us to indemnify directors and officers to the fullest extent permitted by applicable law;
|
•
|
Impose restrictions on business combinations with some interested parties.
|
(a)
|
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.
†
|
|
|
|
4.2
|
|
Certificate of Designation of Series A Junior Preferred Stock of Contango ORE, Inc.
(8)
|
|
|
|
4.3
|
|
Rights Agreement, dated as of December 20, 2012, between Contango ORE, Inc. and Computershare Trust Company, N.A., as Rights Agent.
(8)
|
|
|
|
4.4
|
|
Amendment No. 1 to Rights Agreement, dated as of March 21, 2013, between Contango ORE, Inc. and Computershare Trust Company, N.A., as Rights Agent.
(10)
|
|
|
|
10.1
|
|
Mineral Lease, effective as of July 15, 2008, between 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
|
|
Amendment No. 4 to Mineral Lease, effective as of December 3, 2012.
(9)
|
|
|
|
10.5
|
|
Chairman Agreement dated as of November 1, 2010, between Contango ORE, Inc. and Kenneth R. Peak.
(1)
|
|
|
|
10.6
|
|
Form of 2010 Equity Compensation Plan.
(1)
|
|
|
|
10.7
|
|
Contribution Agreement, dated as of November 1, 2010, between Contango Oil & Gas Company and Contango ORE, Inc.
(1)
|
|
|
|
10.8
|
|
Amended and Restated Professional Services Agreement, dated as of November 1, 2010, between Avalon Development Corporation and Contango ORE, Inc.
(1)
|
|
|
|
10.9
|
|
Consulting Agreement, dated as of October 15, 2010, between Mr. Donald Adams and Contango ORE, Inc.
(2)
|
|
|
|
10.10
|
|
Revolving Line of Credit Promissory Note dated as of November 10, 2011, between Contango ORE, Inc. and Contango Oil & Gas Company.
(3)
|
|
|
|
10.11
|
|
Securities Purchase Agreement, dated as of March 22, 2012, between Contango ORE, Inc. and the Purchasers named therein.
(5)
|
|
|
|
10.12
|
|
Registration Rights Agreement, dated as of March 22, 2012, between Contango ORE, Inc. and the Purchasers named therein.
(5)
|
|
|
|
10.13
|
|
Advisory Agreement, dated as of September 6, 2012, between Contango ORE, Inc. and Juneau Exploration L.P.
(6)
|
|
|
|
10.14
|
|
Subscription Agreement, dated as of March 22, 2013, between Contango ORE, Inc. and the Purchasers named therein.
(10)
|
|
|
|
10.15
|
|
Registration Rights Agreement, dated as of March 22, 2013, between Contango ORE, Inc. and the Purchasers named therein.
(10)
|
|
|
|
10.16
|
|
Warrant, dated as of March 22, 2013, issued by Contango ORE, Inc. in favor of the Holders named therein.
(10)
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.
†
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.
†
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
†
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
†
|
|
|
|
99.1
|
|
Original Schedule of Gold properties (Excluding Tetlin Lease).
(2)
|
|
|
|
99.2
|
|
Original Schedule of REE properties.
(2)
|
|
|
|
99.3
|
|
Report of Behre Dolbear & Company (USA), Inc.
(4)
|
|
|
|
99.4
|
|
Promissory Note from Tetlin Village Council to Contango ORE, Inc. dated August 1, 2013
†
|
|
|
|
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 10-Q for the three months ended December 31, 2011, as filed with the Securities and Exchange Commission on February 6, 2012.
|
5.
|
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.
|
6.
|
Filed as an exhibit to the Company’s annual report on Form 10-K, for the fiscal year ended June 30, 2012, as filed with the Securities and Exchange Commission on September 11, 2012.
|
7.
|
Filed as an exhibit to the Company’s report on Form 10-Q, for the three months ended September 30, 2012, as filed with the Securities and Exchange Commission on November 14, 2012.
|
8.
|
Filed as an exhibit to the Company’s report on Form 8-K, as filed with the Securities and Exchange Commission on December 21, 2012.
|
9.
|
Filed as an exhibit to the Company’s report on Form 10-Q, for the three months ended December 31, 2012, as filed with the Securities and Exchange Commission on February 14, 2013.
|
10.
|
Filed as an exhibit to the Company’s report on Form 8-K, as filed with the Securities and Exchange Commission on March 25, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
CONTANGO ORE, INC.
|
||
|
|
|
|
|||
Date: November 13, 2013
|
|
|
|
By:
|
|
/s/ BRAD JUNEAU
|
|
|
|
|
|
|
Brad Juneau
|
|
|
|
|
|
|
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|||
Date: November 13, 2013
|
|
|
|
By:
|
|
/s/ LEAH GAINES
|
|
|
|
|
|
|
Leah Gaines
|
|
|
|
|
|
|
Vice President, Chief Financial Officer, Chief Accounting Officer and Controller
(Principal Financial and Accounting 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/ BRAD JUNEAU
|
|
Brad Juneau
|
|
Chairman, President and 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/ LEAH GAINES
|
|
Leah Gaines
|
|
Chief Financial and Accounting 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
|
|
Chairman, President and 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/ LEAH GAINES
|
|
Leah Gaines
|
|
Chief Financial and Accounting Officer
|
|