CTGO-2013.6.30-10K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended June 30, 2013
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                      to   
             
Commission file number 000-54136 
CONTANGO ORE, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
27-3431051
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
3700 BUFFALO SPEEDWAY, SUITE 960
HOUSTON, TEXAS 77098
(Address of principal executive offices)
(713) 960-1901
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, Par Value $0.01 per share
 
OTCBB
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
¨
  
Accelerated filer
 
¨
Non-accelerated filer
 
¨
  
Smaller reporting company
 
ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
At December 31, 2012, the aggregate market value of the registrant’s common stock held by non-affiliates (based upon the closing sale price of shares of such common stock as reported on the OTCBB was $15,774,480. As of August 31, 2013, there were 3,750,394 shares of the registrant’s common stock outstanding.
 
Documents Incorporated by Reference
Items 10, 11, 12, 13 and 14 of Part III have been omitted from this report since registrant will file with the Securities and Exchange Commission, not later than 120 days after the close of its fiscal year, a definitive proxy statement, pursuant to Regulation 14A. The information required by Items 10, 11, 12, 13 and 14 of this report, which will appear in the definitive proxy statement, is incorporated by reference into this Form 10-K.






CONTANGO ORE, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JUNE 30, 2013
TABLE OF CONTENTS

 
 
Page
All references to the “Company”, “CORE”, “we”, “our” and “us” used in this Annual Report on Form 10-K (“10-K”) are to Contango ORE, Inc.

i



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements made in this report may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. The words and phrases “should be”, “will be”, “believe”, “expect”, “anticipate”, “estimate”, “forecast”, “goal” and similar expressions identify forward-looking statements and express our expectations about future events. These include such matters as:
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
Although we believe the expectations reflected in such forward-looking statements are reasonable, such expectations may not occur. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results expressed or implied by the forward-looking statements. These factors include among others:
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
Market conditions for joint ventures and acquisitions in the event of a successful discovery
You should not unduly rely on these forward-looking statements in this report, as they speak only as of the date of this report. Except as required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events. See the information under the heading “Risk Factors” in this Form 10-K for some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in forward-looking statements.

ii



PART I
Item 1.    BUSINESS
Overview
We are a Houston-based company, whose primary business is to explore in the state of Alaska for (i) gold ore and associated minerals and (ii) rare earth elements. As of June 30, 2013 we had leased or had control over approximately 768,357 acres of Alaskan Native, Federal and state of Alaska properties for the exploration of gold ore and associated minerals and rare earth elements. We anticipate that from time to time we will acquire additional acreage in Alaska for the exploration of gold ore and associated minerals and rare earth elements through leases or obtaining additional mining claims.
Background
Contango Mining Company (“Contango Mining”), a wholly owned subsidiary of Contango Oil & Gas Company (“Contango”), was formed on October 15, 2009 as a Delaware corporation for the purpose of engaging in exploration in the state of Alaska for (i) gold ore and associated minerals and (ii) rare earth elements. Contango Mining initially acquired a 50% interest in the Original Properties (defined below) from Juneau Exploration, L.P., (“JEX”) in exchange for $1 million and a 1% overriding royalty interest in the Original Properties under a Joint Exploration Agreement (the “Joint Exploration Agreement”). On September 15, 2010, Contango Mining acquired the remaining 50% interest in the Original Properties by increasing the overriding royalty interest in the Original Properties granted to JEX to 3% pursuant to an Amended and Restated Conveyance of Overriding Royalty Interest (the “Amended ORRI Agreement”), and JEX and Contango Mining terminated the Joint Exploration Agreement. JEX continues to assist the Company in acquiring land in Alaska pursuant to an advisory agreement dated September 6, 2012 (the "Advisory Agreement"). Mr. Brad Juneau, the Company's Chairman, President and Chief Executive Officer, is also the sole manager of the general partner of JEX.
The Company was formed on September 1, 2010 as a Delaware corporation and on November 29, 2010, Contango Mining assigned the Original Properties and certain other assets and liabilities to Contango. Contango contributed the Original Properties and $3.5 million of cash to the Company, pursuant to the terms of a Contribution Agreement (the “Contribution Agreement”), in exchange for approximately 1.6 million shares of the Company’s common stock. The transactions occurred between companies under common control.
Contango distributed all of the Company’s common stock to Contango’s stockholders of record as of October 15, 2010, promptly after the effective date of the Company’s Registration Statement Form 10 on the basis of one share of common stock for each ten (10) shares of Contango’s common stock then outstanding.
The Company had no operating history prior to the contribution of Contango Mining’s assets and liabilities. The financial statements of the Company include the financial position, results of operations, and cash flows of Contango Mining since its inception on October 15, 2009 (the “Inception”). The equity structure was retroactively adjusted to reflect the capital structure of the Company. References that describe the operations of the Company include the operations of Contango Mining for the periods prior to November 29, 2010.
Properties
The Original Properties contributed by Contango included:
a 100% leasehold interest in approximately 675,000 acres from the Tetlin Village Council, the council formed by the governing body for the Native Village of Tetlin, an Alaska Native Tribe (the “Tetlin Lease”);
approximately 18,021 acres in unpatented mining claims from the state of Alaska for the exploration of gold and associated minerals;
approximately 3,440 acres in unpatented Federal mining claims for the exploration of rare earth elements;
approximately 97,280 acres in unpatented mining claims from the state of Alaska for the exploration of rare earth elements, which were abandoned effective December 1, 2012.
The Tetlin Lease originally had a ten year term beginning July 2008 with an option to renew the Tetlin Lease for 50% of the acreage for an additional ten years. In December 2012, the Tetlin Lease was amended, allowing the Company to renew 100% of the acreage in 2018, in exchange for $200,000, which the Company paid to the Tetlin Village Council. If the properties under the Tetlin Lease are placed into commercial production, the Tetlin Lease will be held throughout production and the Company would be obligated to pay a production royalty to the Native Village of Tetlin, which varies from 2% to 5%, depending on the type of metal produced and the year of production. In June 2011, the Company paid the Tetlin Village

1



Council $75,000 in exchange for reducing the production royalty payable to them by 0.25%. In July 2011, the Company paid the Tetlin Village Council an additional $150,000 in exchange for further reducing the production royalty by 0.50%. These payments lowered the production royalty to a range of 1.25% to 4.25%, depending on the type of metal produced and the year of production. On or before July 15, 2020, the Tetlin Village Council has the option to increase its production royalty by (i) 0.25% by payment to CORE of $150,000, or (ii) 0.50% by payment to CORE of $300,000, or (iii) 0.75% by payment to CORE of $450,000.
If any of the Original Properties are placed into commercial production, the Company would be obligated to pay a 3.0% production royalty to JEX. In September 2012, the Company and JEX entered into an Advisory Agreement in which JEX will continue to provide assistance in acquiring additional properties in Alaska in exchange for a 2.0% production royalty on properties acquired after July 1, 2012 (any such properties, the "Additional Properties"). During the fiscal year ended June 30, 2013, the Company staked an additional 71,896 acres consisting of 474 unpatented state of Alaska mining claims in Eastern Alaska for the exploration of gold ore and associated minerals. If any of the Additional Properties are placed into commercial production, the Company would be obligated to pay JEX a 2.0% production royalty under the Advisory Agreement.
Our properties consist of mineral leases and unpatented mining claims. We believe that we hold good title to our properties in accordance with standards generally accepted in the minerals industry. As is customary in both the gold and rare earths industries, we conduct only a perfunctory title examination at the time we acquire a property. Before we begin any mine development work, however, we will conduct a full title examination and perform curative work on any defects that we deem significant. A significant amount of additional work is likely required in the exploration of the properties before any determination as to the economic feasibility of a mining venture can be made. Due to harsh weather conditions in Alaska, our exploration field work is normally restricted to May through October. The following table summarizes our property holdings as of June 30, 2013:
 
 
 
 
 
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

Strategy
Our exploration strategy is based on the belief that the only competitive advantage in a commodity-based business is to be among the lowest cost producers, and that the best quality ore deposits will be developed even during poor market conditions.
Using our limited capital availability to increase our reward/risk potential on selective prospects. We will concentrate our risk investment capital on our prospects in Alaska. Exploration prospects are inherently risky as they require large amounts of capital with no guarantee of success. Furthermore, we may never achieve a competitive advantage in the conduct of our business, since it is unlikely that our properties will have commercially viable mineral deposits. Should our properties prove to have known commercial deposits, or mineral ore, we will be required to either i) contract with third parties to mine our mineral ore, or ii) consider a joint venture or a sale of all or a portion of our properties. We may only become a low cost producer if the

2



mineral ore is of high quality and the cost of the infrastructure necessary to mine the mineral ore is low relative to other producers.
Our strategic initiatives are to undertake cost efficient and effective exploration activities to discover mineralization and potential mineral reserves which may be commercially mined. If we are successful in our exploration activities, we may consider a joint venture or sale of our properties to qualified mining companies.
Structuring Incentives to Drive Behavior. We believe that equity ownership aligns the interests of our consultants, executives, employees and directors with those of our stockholders. The Company’s directors, officers and employees do not receive cash compensation for their work for the Company. As of June 30, 2013, the Company's directors, employees, and our technical consultant own approximately 7.9% of our common stock. An additional 20.0% of our common stock is beneficially owned by the Estate of Mr. Kenneth R. Peak, our former Chairman.
In November 2010, the Company's directors, executive officers and our technical consultant were granted an aggregate of 93,906 shares of restricted stock. The restricted stock vests over three years, beginning in November 2011, the one-year anniversary of the date the shares were granted. In October 2012, the Compensation Committee elected to immediately vest all restricted stock held by Mr. Peak. As of June 30, 2013, there were 23,478 shares of restricted stock that remained unvested.
In September 2011, the Company granted 40,000 stock options to its directors and officers and an additional 10,000 stock options to its technical consultant, the owner of Avalon Development Corporation ("Avalon"), for services performed during fiscal year 2011. In July 2012, the Company granted 75,000 stock options to its directors and officers and an additional 25,000 stock options to its technical consultant for services performed during fiscal year 2012. In December 2012, the Company granted 175,000 stock options to its directors and an additional 75,000 stock options to its technical consultant for services performed during fiscal year 2013. These three stock option grants vest over two years, beginning with one-third of the grant vesting immediately on the date of grant. In June 2013, the Company granted 37,500 stock options to its employees for services performed during fiscal year 2013. This June 2013 stock option grant vests immediately on the date of grant. In October 2012, the Compensation Committee elected to immediately vest all stock options granted to Mr. Peak under the September 2011 and July 2012 grants.
Alliance with JEX. JEX is a private company formed primarily for the purpose of assembling natural gas and oil prospects. JEX was responsible for securing and negotiating the Tetlin Lease and assisting in obtaining the Original Properties and initially engaged Avalon to conduct mineral exploration activities on the Tetlin Lease. If any of the Original Properties are placed into commercial production, the Company is obligated to pay a 3% overriding royalty to JEX. JEX will also continue to assist us in acquiring additional acreage in Alaska and provide other consulting services to the Company. Pursuant to an Advisory Agreement dated September 6, 2012 with JEX, the Company agreed to pay JEX a production royalty of 2.0% on all minerals mined from properties acquired by the Company after July 1, 2012 in the state of Alaska.
Exploration and Mining Property
Exploration and mining rights in Alaska may be acquired in the following manner: public lands, private fee lands, unpatented Federal or state of Alaska mining claims, patented mining claims, and tribal lands. The primary sources for acquisition of these lands are the United States government, through the Bureau of Land Management and the United States Forest Service, the Alaskan state government, tribal governments, and individuals or entities who currently hold title to or lease government and private lands.
Tribal lands are those lands that are under control by sovereign Native American tribes or Alaska Native corporations established by the Alaska Native Claims Settlement Act of 1971 (ANSCA). Areas that show promise for exploration and mining can be leased or joint ventured with the tribe controlling the land, including land constituting the Tetlin Lease.
The Federal government owns public lands that are administered by the Bureau of Land Management or the United States Forest Service. Ownership of the subsurface mineral estate can be acquired by staking a twenty (20) acre mining claim, which is granted under the General Mining Law of 1872, as amended (the “General Mining Law”). The Federal government continues to own the surface estate even though the subsurface can be controlled with a right to extract through claim staking. Private fee lands are lands that are controlled in fee-simple title by private individuals or corporations. These lands can be controlled for mining and exploration activities by either leasing or purchasing the surface and subsurface rights from the private owner. Patented mining claims are claims that were staked under the General Mining Law, and through application and approval the owners were granted full private ownership of the surface and subsurface estate by the Federal government. These lands can be acquired for exploration and mining through lease or purchase from the owners. In order to acquire a patent, an applicant must, among other things, prove that improvements have been made on the land of not less than $500, pay a fee of five dollars ($5) per acre, and identify and describe the mineral deposit located in the land. Unpatented mining claims located on public land owned by another entity can be controlled by leasing or purchasing the claims outright from the owners.

3



With respect to unpatented mining claims, the Federal or applicable state government continues to own the fee interest in real property while allowing private parties to stake claims for exploration, development and commercial extraction of minerals with rights of ingress and egress on the real property. Unpatented claims give the claimant the exclusive right to explore for and to develop the underlying minerals and use the surface for such purpose. However, the claimant does not own title to either the minerals or the surface, and the claim is subject to annual assessment work requirements and the payment of annual rental fees which are established by the governing authority of the land on which the claim is located. Unpatented mining claims are generally considered to be subject to greater title risk than other real property interests because the validity of unpatented mining claims is often uncertain, due to the complex Federal and state laws and regulations that supplement the General Mining Law. Unpatented mining claims and related rights, including rights to use the surface, are also subject to challenges by third parties or contests by the Federal or applicable state government. In addition, there are few public records that definitively determine the issues of validity and ownership of unpatented state mining claims. Our mining claims on land belonging to the state of Alaska have no opportunity to be patented. Rights to deposits of minerals on Alaska state land that is open to claim staking may be acquired by discovery, location and recording as prescribed in Alaska state statutes (AS 38.05.185 – 38.05.280). The state of Alaska requires holders of unpatented mining claims to perform annual assessment work and pay an annual fee on the claims in order to maintain the claimant’s title to the mining rights in good standing. State of Alaska unpatented mining claims are subject to a title reservation of 3% net profits royalty for all mineral production on net mining income of $100,000 or more. Mining claims located on state of Alaska lands cannot be deeded to the claimant.
Gold Exploration

The Company controls a total of 764,917 acres of Tetlin Village and state of Alaska property for the exploration of gold. To date, our gold exploration has concentrated on the Tetlin Lease, with only a limited amount of work performed on our TOK and Triple Z claims. We have also done some preliminary exploration on our Eagle claims, which is currently under evaluation. The Tetlin Lease is located in eastern interior Alaska, approximately 200 miles southeast of Fairbanks and 12 miles southeast of Tok, Alaska. The area is accessible via helicopter and via the 23 mile long Tetlin Village Road which provides year-round access to the Alaska Highway. Buried electrical and fiber-optic communications cables link the Tetlin Village to the Tok power and communications grid.

Our exploration effort on the Tetlin Lease has resulted in identifying one mineral prospect (Chief Danny) and several other gold and copper leads. We have begun to drill some of these other leads as part of our 2013 exploration program. We are actively gathering surface, bedrock, and stream sediment data on the Tetlin lands as well as the Eagle state of Alaska claims adjacent to the Tetlin lands. We do not expect to drill core holes on the Eagle claims this summer. None of our exploration targets are known to host quantifiable commercial mineral resources, none have had metallurgical or mineral processing studies conducted on them and none are near or adjacent to other significant gold or copper deposits. There has been no recorded past placer or lode mining on these leads, and other than the core drilling completed by the Company in 2011, 2012 and 2013, there has been no exploration drilling conducted on any exploration target within the Tetlin Lease.

Chief Danny Prospect
The Chief Danny Prospect currently is the most advanced exploration target on the Tetlin Lease and is comprised of several distinct mineralized areas, the Peak zone, Discovery zone, Roadcut zone and the Saddle zone. The Chief Danny prospect was discovered during rock, stream sediment and pan concentrate sampling in 2009 and since then has been explored using top of bedrock soil auger sampling, trenching, ground IP geophysics, airborne magnetic and resistivity surveys and core drilling. Results from this work indicate the presence of a zoned hydrothermal system consisting of a gold-copper-iron enriched core covering six square miles at Chief Danny South (includes Peak, Discovery and Roadcut zones) and a fault-offset arsenic-gold enriched zone to the north covering three square miles at the Saddle zone. Mineralization remains open to expansion, particularly to the west and south. From 2009 through 2012, the Company conducted field-related exploration work at the Chief Danny prospect, including collecting the following samples:
Year
Program
Core Samples
Rock Samples
Soil Samples
Pan Con Samples
Stream Silt Samples
Core (feet)
IP/Geophysics (meters)
Trenching (meters)
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



 
     Total
6,490

1,673

2,510

762

806

44,061

3,971

2,330


4



2013 Exploration Program. The majority of our 2013 exploration program is more aggressive than in previous years and is based on drilling the areas with the coincident high magnetic and low resistivity responses similar to the Peak zone, as well as further delineating the Peak zone itself. In June 2013, we acquired new airborne data, and based on interpretation of these data, along with existing reconnaissance data, core data, and other data sources, we have identified several exploration leads both inside and outside the Chief Danny area, as well as a deeper target underneath the Peak zone. The Company now believes that mineralization in the Peak zone was part of a distal gold skarn deposit, a genetic classification which has allowed the Company and its consultants to better interpret previous exploration results and plan future exploration efforts in and around the Peak zone.
For our 2013 exploration program, we intend to drill an additional 20,000 feet in 20 to 30 core holes in the Peak zone of the Chief Danny Prospect. Additionally, we plan to conduct baseline water quality sampling, cultural resource assessments, wetlands mapping, acid rock drainage tests and preliminary metallurgical tests. We have budgeted approximately $3.6 million for this work which includes drilling, geochemical analyses, landholding fees and other related expenses. Pending results of our 2013 exploration program, an initial resource estimate on the Peak zone will be prepared. An additional $750,000 has been budgeted for expanded airborne magnetic and resistivity coverage in the Tetlin Hills area, which includes the Chief Danny zone and our Eagle claims. We also intend to drill 15,000 feet in 15 to 20 core holes targeting coincident geotechnical magnetic-conductivity anomalies in other locations in the Chief Danny Prospect. We have budgeted approximately $2.6 million for this work.
We currently have three exploration rigs drilling in the Peak zone at our Chief Danny prospect to define the limits of the Peak zone. Following completion of this infill and step-out drilling program, one rig will be dedicated to drilling another approximately 16 - 24 core holes to mature four of our six leads to either the prospect stage or condemnation. The other rigs will remain in the Peak zone area to conduct follow-up and expansion drilling. The following table summarizes the significant drilling results to date for 2013:
Significant 2013 Drill Intercepts from the Peak Zone. Sample intervals are calculated using a 0.5 ppm lower cut off for gold with no internal waste greater than 10 feet below cutoff grade. Intercepts shown are drill intercept lengths. True width of mineralization is not known.
Drill Hole
Zone
From (meters)
To (meters)
Interval (meters)
Au opt
Au gpt
Ag gpt
Cu %
TET13062
Peak
6.10

9.10

3.00

0.037

1.265

6.9

0.106

TET13062
Peak
79.40

80.80

1.40

0.052

1.783

1.1

0.031

TET13062
Peak
83.20

85.10

1.90

0.024

0.822

0.9

0.026

TET13062
Peak
88.90

153.70

64.80

0.382

13.101

21.0

0.482

including
Peak
109.70

118.90

9.20

0.923

31.640

28.5

0.711

including
Peak
115.40

116.20

0.80

2.013

69.000

72.5

1.785

and
Peak
125.80

126.50

0.70

1.286

44.100

52.1

0.836

and
Peak
128.10

133.70

5.60

0.985

33.774

56.5

0.833

including
Peak
132.80

133.70

0.90

1.394

47.800

172.0

3.260

TET13063
Peak
131.11

171.60

40.49

0.483

16.550

36.1

0.732

including
Peak
146.00

148.65

2.65

2.365

81.100

178.0

3.920

and
Peak
153.35

155.14

1.79

1.671

57.300

121.0

0.762

TET13064
Peak
89.10

95.10

6.00

0.007

0.257

26.5

0.325

including
Peak
91.00

93.20

2.20

0.017

0.591

59.9

0.691

TET13064
Peak
120.50

122.90

2.40

0.016

0.549

9.2

0.202

TET13064
Peak
147.20

152.20

5.00

0.043

1.487

1.9

0.052

TET13064
Peak
156.60

189.40

32.80

0.310

10.638

6.4

0.198

including
Peak
163.00

166.50

3.50

1.213

41.586

15.3

0.461

including
Peak
163.70

164.80

1.10

2.225

76.300

19.2

0.499

and
Peak
171.00

173.60

2.60

0.712

24.400

13.4

0.494

and
Peak
174.30

177.70

3.40

0.590

20.212

7.5

0.323

and
Peak
181.50

183.50

2.00

0.680

23.300

8.4

0.295


5



Drill Hole
Zone
From (meters)
To (meters)
Interval (meters)
Au opt
Au gpt
Ag gpt
Cu %
TET13065
Peak
157.60

159.10

1.50

0.039

1.325

3.4

0.110

TET13065
Peak
184.45

206.93

22.48

0.034

1.160

10.5

0.403

including
Peak
186.55

188.47

1.92

0.125

4.270

15.6

0.705

and
Peak
203.00

204.50

1.50

0.153

5.240

40.7

1.290

TET13067
Peak
104.60

110.30

5.70

0.001

0.037

5.9

0.263

TET13067
Peak
114.80

125.10

10.30

0.005

0.180

18.2

0.215

TET13068
Peak

48.80

48.80

0.011

0.365

23.1

0.269

including
Peak
6.10

21.00

14.90

0.031

1.062

47.6

0.212

TET13068
Peak
54.90

79.20

24.30

0.004

0.148

10.0

0.312

TET13068
Peak
82.30

91.40

9.10

0.001

0.029

9.7

0.644

including
Peak
88.80

91.40

2.60

0.002

0.057

25.9

1.450

TET13068
Peak
94.50

98.30

3.80


0.002

2.6

0.224

TET13068
Peak
103.70

112.80

9.10

0.001

0.033

4.0

0.160

TET13068
Peak
128.40

132.30

3.90


0.002

1.2

0.120

TET13068
Peak
137.20

140.20

3.00

0.001

0.030

7.6

0.234

TET13069
Peak
54.60

63.70

9.10



3.6

0.106

TET13069
Peak
72.90

122.60

49.70

0.001

0.032

10.9

0.538

including
Peak
86.60

94.80

8.20

0.002

0.074

23.8

1.373

TET13069
Peak
136.70

141.35

4.65


0.004

4.5

0.133

TET13069
Peak
158.60

162.63

4.03

0.006

0.214

124.1

3.055

including
Peak
160.60

161.09

0.49

0.026

0.882

343.0

7.260

TET13070
Peak
116.80

154.92

38.12

0.053

1.815

1.8

0.040

including
Peak
134.80

136.36

1.56

0.116

3.970

3.3

0.125

and
Peak
151.55

154.92

3.37

0.235

8.056

6.4

0.100

TET13071
Peak
78.90

87.30

8.40

0.045

1.544

26.0

0.725

including
Peak
79.40

82.00

2.60

0.093

3.200

44.3

1.140

TET13071
Peak
98.80

100.80

2.00

0.023

0.792

7.7

0.309

TET13071
Peak
105.90

108.30

2.40

0.013

0.456

11.2

0.387

TET13071
Peak
146.00

157.88

11.88

0.088

3.032

1.0

0.034

including
Peak
147.60

148.90

1.30

0.586

20.100

9.2

0.209

TET13071
Peak
161.20

162.45

1.25

0.177

6.080

1.2

0.044

TET13071
Peak
167.10

174.40

7.30

0.034

1.159

2.1

0.108

TET13071
Peak
177.30

178.80

1.50

0.140

4.797

20.3

0.410

including
Peak
178.30

178.80

0.50

0.316

10.850

27.7

0.344

TET13071
Peak
183.80

186.50

2.70

0.016

0.561

13.5

0.157

TET13072
Peak
95.71

99.96

4.25

0.045

1.535

4.2

0.139

TET13072
Peak
170.99

177.24

6.25

0.041

1.411

2.6

0.083

including
Peak
175.96

177.24

1.28

0.121

4.158

6.8

0.226

TET13072
Peak
182.13

189.55

7.42

0.067

2.293

10.6

0.108

including
Peak
182.85

183.34

0.49

0.259

8.870

48.2

0.172

and
Peak
185.06

186.02

0.96

0.217

7.450

11.6

0.137

TET13072
Peak
193.26

199.82

6.56

0.030

1.022

7.0

0.286

TET13073
Peak
139.77

145.14

5.37

0.030

1.040

19.1

0.186

TET13073
Peak
153.16

154.84

1.68

0.033

1.115

4.9

0.031

TET13073
Peak
170.23

176.22

5.99

0.042

1.438

4.1

0.071


6



Drill Hole
Zone
From (meters)
To (meters)
Interval (meters)
Au opt
Au gpt
Ag gpt
Cu %
including
Peak
175.14

176.22

1.08

0.106

3.630

4.4

0.063

TET13073
Peak
180.79

185.32

4.53

0.035

1.186

12.8

0.201

including
Peak
180.79

182.27

1.48

0.099

3.400

19.3

0.274

TET13073
Peak
188.37

192.64

4.27

0.009

0.301

6.4

0.160

TET13074
Peak
62.00

63.70

1.70

0.001

0.024

28.6

0.232

TET13074
Peak
78.90

84.10

5.20

0.012

0.397

85.8

0.263

including
Peak
79.60

80.20

0.60

0.062

2.120

104.0

0.229

and
Peak
83.00

84.10

1.10

0.001

0.023

192.0

0.122

TET13074
Peak
93.40

105.80

12.40


0.004

2.0

0.596

including
Peak
99.70

100.40

0.70


0.006

7.6

1.225

and
Peak
104.80

105.80

1.00



3.0

2.320

TET13075
Peak
22.80

35.00

12.20

0.001

0.025

5.6

0.193

TET13075
Peak
83.70

134.50

50.80

0.002

0.057

8.1

0.354

including
Peak
86.30

86.90

0.60



9.3

1.400

and
Peak
93.70

94.20

0.50

0.004

0.132

25.4

1.030

and
Peak
96.10

96.70

0.60


0.017

43.9

1.395

and
Peak
129.00

129.50

0.50

0.004

0.149

39.6

1.345

TET13076
Peak
84.89

103.40

18.51


0.002

0.9

0.108

TET13076
Peak
107.80

160.58

52.78

0.001

0.042

17.6

0.696

including
Peak
139.90

144.40

4.50

0.002

0.081

90.0

3.148

including
Peak
143.70

144.40

0.70


0.009

239.0

8.320

and
Peak
153.39

154.60

1.21

0.002

0.054

94.0

2.474

and
Peak
157.70

158.20

0.50

0.001

0.018

52.8

2.040

TET13077
Peak
44.96

49.80

4.84


0.002

4.7

0.160

TET13077
Peak
135.48

162.12

26.64

0.001

0.022

34.6

1.110

including
Peak
158.19

161.24

3.05

0.001

0.030

235.0

5.870

and
Peak
161.24

162.12

0.88

0.002

0.057

84.8

2.520

TET13078
Peak
77.06

80.34

3.28

0.338

11.592

4.7

0.174

including
Peak
77.76

78.50

0.74

0.744

25.500

13.0

0.488

TET13078
Peak
89.90

105.00

15.10

0.068

2.332

4.2

0.176

including
Peak
89.90

90.74

0.84

0.226

7.750

38.7

1.130

TET13078
Peak
110.20

112.10

1.90

0.048

1.650

1.5

0.062

TET13079
Peak
12.19

17.27

5.08

0.001

0.037

23.4

0.024

TET13079
Peak
68.42

84.13

15.71

0.005

0.181

12.5

0.337

TET13079
Peak
115.88

116.89

1.01

0.076

2.590

2.8

0.089

TET13079
Peak
120.04

157.89

37.85

0.127

4.366

3.7

0.203

including
Peak
151.96

155.97

4.01

0.602

20.648

8.3

0.315

TET13080
Peak
138.99

157.38

18.39

0.185

6.333

3.1

0.077

including
Peak
152.10

153.00

0.90

1.954

67.000

6.3

0.170

and
Peak
153.80

154.44

0.64

0.860

29.500

4.8

0.151

TET13082
Peak
5.79

32.16

26.37

0.031

1.049

36.5

0.224

including
Peak
9.50

10.08

0.58

0.790

27.100

231.0

0.170

TET13082
Peak
36.40

93.38

56.98

0.166

5.695

12.5

0.352

including
Peak
70.25

75.90

5.65

0.343

11.759

4.9

0.522

and
Peak
86.87

93.38

6.51

0.669

22.953

68.6

0.677


7



Drill Hole
Zone
From (meters)
To (meters)
Interval (meters)
Au opt
Au gpt
Ag gpt
Cu %
TET13082
Peak
111.20

116.13

4.93

0.005

0.188

9.1

0.377

TET13083
Peak
112.46

115.52

3.06

0.100

3.420

8.4

0.070

TET13083
Peak
126.30

131.15

4.85

0.159

5.468

8.2

0.364

including
Peak
126.30

127.10

0.80

0.395

13.550

6.6

0.259

TET13083
Peak
134.26

135.54

1.28

0.048

1.640

8.5

0.337

TET13083
Peak
143.16

143.65

0.49

0.011

0.384

113.0

3.620

TET13085
Peak
117.80

120.85

3.05

0.015

0.513

10.4

0.228

TET13085
Peak
130.13

132.58

2.45

0.037

1.277

22.9

0.573

TET13085
Peak
135.70

175.16

39.46

0.089

3.041

77.6

1.557

including
Peak
135.70

149.61

13.91

0.226

7.761

158.9

3.579

TET13088
Peak

6.10

6.10

0.031

1.075

2.8

0.105

TET13088
Peak
19.18

23.62

4.44

0.622

21.332

3.0

0.103

including
Peak
20.51

22.10

1.59

1.321

45.300

3.5

0.129

TET13088
Peak
47.30

60.96

13.66

0.100

3.414

3.7

0.154

including
Peak
50.60

52.30

1.70

0.424

14.550

9.3

0.278

TET13088
Peak
68.58

157.20

88.62

0.117

4.015

17.0

0.143

including
Peak
90.71

92.05

1.34

0.277

9.490

1.0

0.029

and
Peak
137.68

153.86

16.18

0.371

12.727

57.4

0.142

TET13089
Peak
2.74

10.97

8.23

0.027

0.918

5.4

0.058

TET13089
Peak
14.94

26.19

11.25

0.202

6.921

2.3

0.108

including
Peak
20.80

24.08

3.28

0.559

19.166

3.4

0.164

TET13089
Peak
29.30

32.21

2.91

0.076

2.600

1.7

0.107

including
Peak
29.30

30.17

0.87

0.193

6.600

2.7

0.159

TET13089
Peak
35.80

40.80

5.00

0.039

1.339

0.2

0.012

TET13089
Peak
54.56

60.65

6.09

0.274

9.409

3.1

0.147

TET13089
Peak
63.70

65.00

1.30

0.082

2.800

0.8

0.020

TET13090
Peak
74.37

83.20

8.83



9.0

0.163

TET13090
Peak
127.60

147.40

19.80


0.015

31.1

1.137

including
Peak
141.80

144.90

3.10

0.001

0.023

119.1

3.689

including
Peak
142.50

143.10

0.60


0.008

226.0

7.270

TET13090
Peak
151.60

159.20

7.60

0.009

0.315

18.7

0.674

including
Peak
158.19

159.20

1.01

0.008

0.283

80.0

2.150

TET13091
Peak
45.11

72.87

27.76

0.059

2.016

16.6

0.379

including
Peak
53.39

54.93

1.54

0.151

5.190

9.4

0.317

and
Peak
65.51

66.77

1.26

0.188

6.460

37.4

0.206

TET13091
Peak
90.63

98.78

8.15

0.003

0.088

4.0

0.223

including
Peak
90.63

91.37

0.74

0.019

0.663

18.9

0.758

TET13092
Peak
77.90

87.63

9.73


0.004

3.5

0.157

TET13093
Peak
37.20

43.90

6.70

0.031

1.076

1.2

0.044

TET13094
Peak
129.90

131.30

1.40

0.013

0.439

28.3

0.602

TET13094
Peak
134.50

153.60

19.10

0.014

0.481

130.0

0.841

including
Peak
139.70

140.30

0.60

0.029

0.990

492.0

0.928

and
Peak
146.70

152.55

5.85

0.032

1.105

254.9

1.828

including
Peak
146.70

147.40

0.70

0.039

1.320

828.0

7.340


8



The Company's primary goal with the 2013 exploration program is to locate and define sufficient mineral ore in the Peak zone to allow the Company to classify the discovery as an indicated mineral resource under international standards, and to further define the commerciality of the Peak zone.
2012 Exploration Program. The 2012 exploration program at the Chief Danny Prospect began in mid-May and was completed in mid-October 2012. We originally budgeted $3.6 million to utilize one rig and drill 20,000 feet in 20 to 40 core holes. Initial results from the drilling program at Chief Danny resulted in reallocating funds from our other gold and copper leads to the Chief Danny Prospect, which enabled us to utilize two rigs to drill 36,004 feet in 50 core holes. The Company also conducted additional soil auger geochemical sampling on the western and southern margins of the Chief Danny zone and conducted baseline water quality sampling in drainage basins that have the potential to be impacted by the development of the Chief Danny Prospect. The total cost of our 2012 exploration program on our Chief Danny prospect was approximately $4.6 million, compared to investing only $1.0 million on our other gold and copper leads, which also included geochemical analysis, claim rentals and other related expenses.
The 2012 exploration program expanded on previously drilled areas and intercepted high grade gold and copper mineralization in the newly designated Peak zone discovery. The results from four holes contained high gold values over substantial widths, with the best section grading an average 192 feet grading 11.996 ppm gold, 9.1 ppm silver and 0.243% copper in one hole; 14.5 feet grading 46.148 ppm gold, 25.9 ppm silver and 0.518% copper in another hole; and 120 feet grading 0.309 ppm gold, 71.6 ppm silver and 1.114% copper in another hole (see table of results below). In general, all of the holes intercepted a 100 to 125 foot wide zone of alteration and mineralization. The mineralization dips at a low angle to the north and trends northwest-southeast. In addition to gold, silver and copper, other anomalous metals include arsenic, bismuth, cobalt, molybdenum and tin with lesser, more sporadic anomalous lead and zinc.
Significant 2012 Gold Drill Results from the Peak Zone. Sample intervals are calculated using a 0.5 ppm lower cut off for gold with no internal waste greater than 10 feet below cutoff grade. Intercepts shown are drill intercept lengths. True width of mineralization is not known.
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


9



Drill Hole
Zone
From (meters)
To (meters)
Interval (meters)
Au opt
Au gpt
Ag gpt
Cu %
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

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


10



Drill Hole
Zone
From (meters)
To (meters)
Interval (meters)
Au opt
Au gpt
Ag gpt
Cu %
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

Following discovery of the Peak zone, additional drilling was completed along strike to the northwest and southeast, eventually extending gold and/or copper mineralization over approximately 1700 feet of strike. Gold grades in excess of 1 ppm were encountered in all of these holes. Alteration and sulfide mineralization styles were identical along the entire strike length drilled in 2012.
2011 Exploration Program. The 2011 exploration program at the Chief Danny Prospect consisted of 1,267 core samples taken over 8,057 feet of drilling in 11 core holes. The geophysics conducted in 2011 was airborne magnetics and resistivity surveys as opposed to the ground IP (induced polarization) that was done in 2010.Core drilling and trenching at the Chief Danny prospect in 2011 did not return significant grade-thickness intervals for holes number 1, 3, 6, 8, 9 and 11. For the remaining holes, intervals of gold and copper mineralization were as follows, in grams per ton (“gpt”) for gold and silver and percent for copper: 

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
%
Triple Z
An unknown but small amount of drilling was conducted on the Triple Z lead in the early 1970’s but the details related to this work are not available to the Company. The Company conducted its first drilling on the Triple Z prospect beginning in mid-July 2012. During 2012, our exploration efforts at Triple Z were less than budgeted as a result of reallocating funds to the Chief Danny Prospect. The Company invested approximately $1.0 million at Triple Z and our other gold and copper leads to better define potential drilling targets. The Company drilled 6,642 feet in six core holes at our Triple Z lead. Previous year's rock and soil sampling revealed gold values up to 9.07 gpt along with anomalous copper, arsenic and bismuth. All of these exploration targets were generated using a combination of geological, geochemical and geophysical data generated in 2009 through 2011. Field related exploration activities at Triple Z from 2009 through 2012 included collecting the following samples: 

11



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
1,263







 
     Total
1,263

114

136

6

7




We do not expect to drill in the Triple Z prospect this summer. We do, however, plan to invest approximately $2.5 million at other nearby gold and copper exploration leads.
Rare Earth Elements
Effective December 1, 2012, we abandoned our state of Alaska rare earth element claims consisting of the Alatna, Spooky, Wolf and Swift claims to devote more time and resources to our Federal claims at Stone Rock and Salmon Bay and our gold exploration. Our initial rare earth element exploration activities included reconnaissance geologic mapping, soil sampling and rock sampling. Additional exploration work will be required to advance these projects, but we did not conduct any additional exploration activities in 2012 and none is budgeted for 2013. Annual claim rental fees were paid on the Salmon Bay and Stone Rock projects in August 2012, keeping these claims in good standing through August 31, 2013. We do not expect to explore for rare earth elements this summer.

Consulting Services provided by Avalon Development Corporation
The Company is a party to a Professional Services Agreement (“PSA”) with Avalon to provide certain geological consulting services and exploration activities with respect to the properties. Pursuant to the PSA, Avalon will continue to provide geological consulting services and exploration activities, including all field work at the Tetlin Lease. The Company pays Avalon on a per diem basis and reimburses Avalon for its expenses. As additional compensation, the owner of Avalon received 23,477 restricted shares of common stock in November 2010; stock options to purchase 10,000 shares of common stock of the Company in September 2011; stock options to purchase 25,000 shares of common stock of the Company in July 2012; and stock options to purchase 75,000 shares of common stock of the Company in December 2012. The restricted shares vest over three years beginning in November 2011, the one-year anniversary of the date the shares were granted and the stock options vest over two years beginning on the date such options were granted.
Avalon is a Fairbanks, Alaska based mineral exploration consulting firm, which has conducted mineral exploration in Alaska since 1985. Its team of engineers and geoscientists combined with its geographic information systems (GIS) database allows Avalon to synthesize existing geological, geochemical and geophysical data and identify specific target areas for ground evaluation and/or acquisition. Avalon’s exploration team has identified or conducted discovery drilling on several gold deposits in Alaska and has completed digital GIS compilations of the Tintina Gold Belt, a regional-scale mineral province stretching from southwest Alaska to the southern Yukon Territory. Avalon also has experience exploring for copper, nickel and platinum group elements (“Cu-Ni-PGE”) deposits and also created a comprehensive GIS compilation of PGE prospects in Alaska, an internally-owned database that contains data on over 200 PGE occurrences in Alaska. In 2002, Avalon expanded its digital database to the identification and acquisition of rare earth element prospects in Alaska.
Work schedules vary widely from a 7 day per week, 30-day minimum schedule for field related geologists and geological engineers to 40-hours per week schedules for geographic information system and management staff. Because the Company does not have experience exploring or evaluating gold or rare earth element prospects, we rely on Avalon’s exploration expertise to determine whether our exploration activities will be likely to develop commercially viable deposits. Avalon’s mineral exploration services include pre-field planning, in-progress evaluation/modification and post-field critical review. Avalon will continue to work in conjunction with the Company to identify new properties and will conduct the initial exploration for such properties. If the exploratory work on the properties should prove successful, the Company could develop a wholly-owned mining operation entity to conduct mining operations, contract with mining companies to extract mineral ore from our properties or enter into a joint venture with or sale of our properties to an established mining company.
Services Provided by Tetlin Village Members
Since the inception of the Tetlin Lease, Contango has worked closely with the Tetlin Tribal Council to train and employ Tetlin residents during Tetlin project exploration programs. Currently, there are more than 15 Tetlin residents working on the Tetlin project exploration program, employed on a seasonal basis through Avalon. Their duties include reconnaissance soil,

12



stream sediment and pan concentrate sampling, diamond drill core processing, drill pad construction and related tasks, expediting services, food services, database management, vehicle transportation and maintenance services, reclamation activities, and project management tasks.

On October 15, 2010, the Company entered into a consulting agreement, as amended from time to time (the “Consulting Agreement”), with the Chief of the Tetlin Village (the “Consultant”). The Consultant has special knowledge and experience with governmental affairs and tribal affairs issues and operates an independent consulting practice. Under the terms of the Consulting Agreement, the Consultant assists the Company in negotiations with other native tribes to lease additional properties and assists the Company with state of Alaska and Federal governmental affairs issues. The Company pays the Consultant $5,000 per month and certain lodging costs while Consultant is in Fairbanks, Alaska, in exchange for his services. In addition, the Company can pay discretionary bonuses for assistance in the Company's efforts to acquire additional acreage in Alaska. Since inception, the Company has paid the Consultant $80,000 for such assistance. Of this amount, $15,000 was paid during the fiscal year ended June 30, 2013.
Community Affairs
The Company's activities have increased road traffic and general activity on the Tetlin lands. The Company has budgeted $500,000 for the 2013 exploration season for road and infrastructure improvements and general community support. During the fiscal year ended June 30, 2013, the Company expended approximately $208,000 on road work, snow plowing, flood relief, winter fuel, village repairs and charitable contributions. During July 2013, the Company expended approximately $190,000 on additional road work, infrastructure improvements and community projects in the Tetlin community.
In August 2013, the Company advanced $100,000 to the Tetlin Village Council under a Promissory Note (the "Tetlin Note") for road improvements. Under the terms of the Tetlin Note, the advance will be repaid without interest on the earlier of (i) October 1, 2013 or (ii) a date that is within five days following the date the Tetlin Village Council receives funds from the state of Alaska for road improvements.
Marketing and Pricing
Should our exploratory drilling activities prove to be successful, the Company expects to market the project to a larger, experienced mining concern qualified to bring the property to a production stage. We may also enter into joint ventures with or sell some or all of our properties to a third party. We do not currently have a market for any minerals that may be derived from our properties. As a result, the Company’s revenues are expected to be determined by the success of our exploration and any subsequent mining activities and by prevailing prices for gold and rare earth elements. Market prices are dictated by supply and demand, and the Company cannot predict or control the price it will receive for gold ore and rare earth elements.


Adverse Climate Conditions
Climate conditions affect the Company’s ability to conduct exploration activities and mine any ore from its properties in Alaska. While exploratory drilling and related activities may only be conducted from May through October on certain of our properties, the Company believes development work and any subsequent mining could be conducted year-round.
Competition
We currently face strong competition for the acquisition of exploration-stage properties as well as extraction of any minerals in Alaska. Numerous larger mining companies actively seek out and bid for mining prospects as well as for the services of third party providers and supplies, such as mining equipment and transportation equipment. Our competitors in the exploration, development, acquisition and mining business will include major integrated mining companies as well as numerous smaller mining companies, almost all of which have significantly greater financial resources and in-house technical expertise. In addition, we will compete with others in efforts to obtain financing to explore our mineral properties.
While there are few rare earth mining companies in the United States, the global rare earth mining and processing markets are competitive. China currently accounts for over 90% of rare earth mineral production and manufacturing, and should our rare earth mining efforts prove to be successful, we may not be able to implement the processing technologies and capabilities that our Chinese counterparts have already established. Our Chinese competitors have greater financial resources, as well as other strategic advantages to maintain, improve and expand their mining programs. In addition, Chinese domestic economic policies may allow Chinese companies to produce at relatively lower costs.

13



Competitive conditions may be substantially affected by various forms of legislation and regulation considered from time to time by the government of the United States and the state of Alaska, as well as factors that we cannot control, including international political conditions, overall levels of supply and demand for minerals, and currency fluctuations.
Government Regulation
Our mineral exploration activities are generally affected by various laws and regulations, including environmental, conservation, tax and other laws and regulations relating to the exploration of minerals. Various Federal and Alaskan laws and regulations often require permits for exploration activities and also cover extraction of minerals. In addition, our Tetlin Lease is located on land leased from the Tetlin Village Council. Federally recognized Native American tribes are independent governments, with sovereign powers, except as those powers may have been limited by treaty or by the United States Congress. Such tribes maintain their own governmental systems and often their own judicial systems and have the right to tax, and to require licenses and to impose other forms of regulation and regulatory fees, on persons and businesses operating on their lands. As sovereign nations, federally recognized Native American tribes are generally subject only to federal regulation. States do not have the authority to regulate them, unless such authority has been specifically granted by Congress, and state laws generally do not directly apply to them and to activities taking place on their lands, unless they have a specific agreement or compact with the state or federal government allowing for the application of state law. We will continue to use our best efforts to ensure that the Company is in compliance with all applicable laws and regulations but the denial of permits required to explore for or mine ore may prevent us from realizing any revenues arising from the presence of minerals on our properties.
Environmental Regulation
Mining operations are subject to local, state and federal regulation governing environmental quality and pollution control, including air quality standards, greenhouse gas, waste management, reclamation and restoration of properties, plant and wildlife protection, handling and disposal of radioactive substances, and employee health and safety. Extraction of mineral ore is subject to stringent environmental regulation by state and federal authorities, including the Environmental Protection Agency. Such regulation can increase the cost of planning, designing, installing and operating mining facilities or otherwise delay, limit or prohibit planned operations.
Significant fines and penalties may be imposed for failure to comply with environmental laws. Some environmental laws provide for joint and several strict liability for remediation of releases of hazardous substances. In addition, we may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances.
Some REE deposits contain naturally occurring radioactive substances, such as thorium and uranium. The mining of REEs that contain such radioactive substances involves the handling and disposal of such substances, and accordingly we may be subject to extensive safety, health and environmental laws, regulations and permits regarding radioactive substances. Significant costs, obligations or liabilities may be incurred with respect to such requirements, and any future changes in such requirements (or the interpretation or enforcement thereof) may have a material adverse effect on our business or results of operations. Furthermore, our drilling programs may also use hazardous materials and generate hazardous and naturally occurring radioactive wastes. These and similar unforeseen impacts that our operations may have on the environment, as well as human exposure to hazardous or radioactive materials or wastes associated with our operations, could have a material adverse effect on our business, reputation, results of operation and financial condition.
The Federal Mine Safety and Health Act of 1977 and regulations promulgated thereunder as well as the state of Alaska Department of Labor and Workforce Development impose a variety of health and safety standards on numerous aspects of employee working conditions related to mineral extraction and processing operations, including the training of personnel, operating procedures and operating equipment. In addition, the Company may be subject to additional state and local mining standards. The Company believes that it currently is in compliance with applicable mining standards; however, we cannot predict whether changes in standards or the interpretation or enforcement thereof will have a material adverse effect on our business, financial condition or otherwise impose restrictions on our ability to conduct mining operations.
Federal legislation and regulations adopted and administered by the U.S. Environmental Protection Agency, Forest Service, Bureau of Land Management, Fish and Wildlife Service, Mine Safety and Health Administration, and other federal agencies, legislation such as the Federal Clean Water Act, Clean Air Act, National Environmental Policy Act, Endangered Species Act, and Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and various laws and regulations administered by the state of Alaska, have a direct bearing on exploration and mining operations conducted in Alaska. These regulations will make the process for preparing and obtaining approval of a plan of operations much more time-consuming, expensive, and uncertain. Plans of operation will be required to include detailed baseline environmental information and address how detailed reclamation performance standards will be met. In addition, all activities for which plans of operation are required will be subject to a new standard of review by the U.S. Bureau of Land Management, which must

14



make a finding that the conditions, practices or activities do not cause substantial irreparable harm to significant scientific, cultural, or environmental resource values that cannot be effectively mitigated.
CERCLA generally imposes joint and several strict liability for costs of investigation and remediation and for natural resource damages, with respect to the release of hazardous substances (as designated under CERCLA) into the environment. CERCLA also authorizes the EPA, and in some cases, third parties, to take action in response to threats to the public health or the environment and to seek to recover from the potentially responsible parties the costs of such action. Our mining operations may generate wastes that fall within CERCLA’s definition of Hazardous Substances.

Employees
The Company has four part-time employees. Of these, three are officers of the Company. Brad Juneau is the Chairman, President and Chief Executive Officer of the Company and is responsible for the management of the Company. Sergio Castro is the Vice President, Chief Financial Officer, Treasurer and Secretary of the Company and is responsible for the financial affairs of the Company. Yaroslava Makalskaya is the Vice President, Controller and Chief Accounting Officer of the Company and is responsible for the Company’s accounting. Mr. Juneau, Mr. Castro, Ms. Makalskaya and the fourth employee each devote approximately 10% of their time to the Company’s business. The Company also uses the services of independent consultants and contractors, including JEX, to perform various professional services, including land acquisition, legal, environmental and tax services. In addition, the Company utilizes the services of Avalon to perform geological, exploration and drilling operation services and independent third party engineering firms to evaluate any reserves.
Directors and Executive Officers
The following table sets forth the names, ages and positions of our directors and executive officers: 
Name
 
Age    
 
Position
Brad Juneau
 
53
 
Chairman, President, and Chief Executive Officer
Sergio Castro
 
44
 
Vice President, Chief Financial Officer, Treasurer and Secretary
Yaroslava Makalskaya
 
44
 
Vice President, Controller and Chief Accounting Officer
Joseph Compofelice
 
64
 
Director
Joseph G. Greenberg
 
52
 
Director

Brad Juneau. Mr. Juneau, the Company's co-founder, was elected President and Chief Executive Officer in December 2012. Mr. Juneau was first appointed President, Acting Chief Executive Officer and director in August 2012 when the Company's co-founder, Mr. Kenneth R. Peak took a medical leave of absence. Mr. Juneau was appointed Chairman of the Board in April 2013. Mr. Juneau is the sole manager of the general partner of JEX. Prior to forming JEX in 1998, Mr. Juneau served as senior vice president of exploration for Zilkha Energy Company from 1987 to 1998. Prior to joining Zilkha Energy Company, Mr. Juneau served as staff petroleum engineer with Texas International Company for three years, where his principal responsibilities included reservoir engineering, as well as acquisitions and evaluations. Prior to that, he was a production engineer with Enserch Corporation in Oklahoma City. Mr. Juneau holds a BS degree in petroleum engineering from Louisiana State University. Mr. Juneau was elected a director of Contango in April 2012.
Sergio Castro. Mr. Castro has been Vice President, Chief Financial Officer, Treasurer and Secretary of the Company since its inception. Mr. Castro joined Contango in March 2006 as Treasurer, was appointed Vice President, Treasurer and Secretary in April 2006 and Chief Financial Officer in June 2010. Prior to joining Contango, Mr. Castro was a Consultant for UHY Advisors TX, LP from 2004 to 2006. From 2001 to 2004, Mr. Castro was a lead credit analyst for Dynegy Inc. From 1997 to 2001, Mr. Castro worked as an auditor for Arthur Andersen LLP, where he specialized in energy companies. Mr. Castro was honorably discharged from the U.S. Navy in 1993 as an E-6, where he served onboard a nuclear powered submarine. Mr. Castro received a BBA in Accounting in 1997 from the University of Houston, graduating summa cum laude. Mr. Castro is a Certified Public Accountant and Certified Fraud Examiner.
Yaroslava Makalskaya. Ms. Makalskaya has been Vice President, Controller and Chief Accounting Officer of the Company since its inception. Ms. Makalskaya has been Vice President, Controller and Chief Accounting Officer of Contango since June 2010 and has over 20 years of experience in accounting and finance, including 13 years in public accounting. Prior to joining Contango, Ms. Makalskaya was a director of the Transaction Services practice at PricewaterhouseCoopers, where she assisted clients with M&A transactions as well as advised clients with complex accounting and financial reporting issues. Prior to July 2008 Ms. Makalskaya was a Senior Manager in the audit practice of PricewaterhouseCoopers and Arthur Andersen, where her clients included many US and international companies in energy, utilities, mining and other sectors. Ms. Makalskaya holds a MS degree in Economics from Novosibirsk State University in Russia. Ms. Makalskaya is a Certified Public Accountant.

15




Joseph Compofelice. Mr. Compofelice has been a director of the Company since its inception. Mr. Compofelice has served as Managing Director of Houston Capital Advisors, a boutique financial advisory, mergers and acquisitions investment service since January 2004. Mr. Compofelice served as Chairman of the Board of Trico Marine Service, a provider of marine support vessels serving the international natural gas and oil industry, from 2004 to 2010 and as its Chief Executive Officer from 2007 to 2010. Mr. Compofelice was President and Chief Executive Officer of Aquilex Services Corp., a service and equipment provider to the power generation industry, from October 2001 to October 2003. From February 1998 to October 2000 he was Chairman and CEO of CompX International Inc., a provider of components to the office furniture, computer and transportation industries. From March 1994 to May 1998 he was Chief Financial Officer of NL Industries, a chemical producer, Titanium Metals Corporation, a metal producer and Tremont Corp. Mr. Compofelice received his BS at California State University at Los Angeles and his MBA at Pepperdine University.
Joseph G. Greenberg. Mr. Greenberg has been a director of the Company since its inception. Mr. Greenberg is founder and President of Alta Resources, L.L