Contango ORE, Inc. (OTCQB:CTGO) (the “Company”) announced today that
stockholders of record at the close of business on December 1, 2014 will
be mailed a proxy statement in connection with the proposed joint
venture transaction with Royal Gold, Inc. (“Royal Gold”), the election
of Directors of the Company and other matters and will be entitled to
vote at the annual meeting of stockholders of the Company. The proxy
statement will be mailed to stockholders of the Company on or about
December 5, 2014. Stockholders of the Company are invited to attend the
annual meeting at 3700 Buffalo Speedway, Second Floor, Houston, Texas
77098 on January 8, 2015 at 9:30 a.m., Central Time.
The Company previously announced that it had entered into a Master
Agreement with Royal Gold for the formation of a joint venture to
advance exploration and development of its Tetlin properties, subject to
the approval of the Company’s stockholders and the satisfaction of other
conditions. The Master Agreement provides for the contribution by the
Company to the joint venture of its Tetlin lease and State of Alaska
mining claims near Tok, Alaska prospective for gold and associated
minerals, together with other personal property, which are collectively
valued at $45.7 million by the joint venture.
The parties anticipate forming a limited liability company to hold the
joint venture assets, and the joint venture will be managed by the
Management Committee of the Joint Venture Company. Royal Gold will
invest $5 million initially to fund exploration activity, and will have
the option to earn up to a 40% economic interest in the joint venture by
investing up to $30 million (inclusive of the initial $5 million
investment) prior to October 2018. The proceeds of Royal Gold’s
investment will be used by the joint venture for additional exploration
and development of the Tetlin properties. Stockholders of the Company
holding beneficial ownership of approximately 39% of the Company’s stock
have agreed to vote in favor of the proposed joint venture transaction
with Royal Gold.
Brad Juneau, President and CEO of the Company said, “Our Board of
Directors has unanimously approved and recommended to stockholders
approval of the proposed transaction with Royal Gold that will allow
Royal Gold to invest up to $30 million in cash to fund further
exploration and development of the Tetlin properties including the Peak
discovery zone in our Chief Danny prospect. The additional work may add
appreciable value to our interest in the joint venture company, if the
exploration and development is successful in delineating a sufficient
gold resource that is of commercial size and scale. Royal Gold has
demonstrated experience and expertise in the gold industry and we look
forward to working with Royal Gold on this venture.”
In addition to voting on the proposed joint venture transaction with
Royal Gold, stockholders will be asked to elect a Board of Directors
until the next annual meeting of stockholders, ratify the appointment of
BDO USA, LLP as independent auditors, and ratify and approve, on a
non-binding basis, the compensation of the Company’s executives.
Stockholders of the Company may cast one vote for each share of common
stock that they own as of the record date. The proposal to approve the
proposed transaction requires the affirmative vote of a majority of the
outstanding shares of the Company’s common stock and entitled to vote at
the annual meeting. The election of Directors and other matters will
require an affirmative vote of a majority of the shares present in
person or by proxy and voting at the annual meeting.
About Contango
Contango ORE, Inc. is a Houston-based company that engages in the
exploration in Alaska for gold and associated minerals. Additional
information can be found on our web page at www.contangoore.com.
About Royal Gold
Royal Gold, Inc., together with its subsidiaries, is engaged in the
business of acquiring and managing precious metal royalties, metal
streams and similar interests. As of September 30, 2014, Royal Gold’s
portfolio consists of 198 properties on six continents, including
interests on 37 producing mines and 23 development stage projects. Royal
Gold is publicly traded on the NASDAQ Global Select Market under the
symbol “RGLD,” and on the Toronto Stock Exchange under the symbol “RGL.”
Royal Gold’s website is located at www.royalgold.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements concerning the
proposed joint venture transaction between the Company and Royal Gold,
the expected timetable for completing the proposed transaction, its
financial and business impact, management’s beliefs and objectives with
respect thereto, and management’s current expectations for future
operating and financial performance. Forward-looking statements
regarding the Company are intended to be covered by the safe harbor
"forward-looking statements" provided by the Private Securities
Litigation Reform Act of 1995, based on the Company’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 resource prices, including prices of gold and
associated minerals; the existence and extent of commercially
exploitable minerals in properties acquired by the Company; 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; inability to realize expected
value from acquisitions; inability of our management team to execute its
plans to meet its goals; and the possibility that government policies
may change or governmental approvals may be delayed or withheld,
including the inability to obtain any mining permits. Additional
information on these and other factors which could affect the Company’s
exploration program or financial results are included in the Company’s
other reports on file with the 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. The Company
does not assume any obligation to update forward-looking statements
should circumstances or management's estimates or opinions change.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE TO
FIND IT
In connection with the proposed joint venture transaction, the Company
has filed a proxy statement and other relevant documents with the SEC
regarding the proposed transaction. INVESTORS ARE URGED TO READ THE
PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED JOINT VENTURE.
You may obtain a free copy of the proxy statement and other relevant
documents filed by the Company with the SEC at the SEC’s website at www.sec.gov.
You may also obtain these documents by contacting the Company at
713.877.1311 or the Company’s website.
Copyright Business Wire 2014