Contango Completes Acquisition of HighGold
Contango ORE (NYSE American: CTGO) has successfully acquired HighGold Mining (TSX-V: HIGH, OTCQX: HGMIF) through a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The acquisition was approved by HighGold shareholders on June 27, 2024, and the Supreme Court of British Columbia on July 2, 2024.
Through this acquisition, Contango has issued 1,698,887 shares of its common stock to HighGold shareholders. HighGold's shares will be delisted from the TSX Venture Exchange on July 11, 2024, and HighGold will cease to be a reporting issuer.
Contango aims to boost gold production to 200,000 ounces annually within five years, utilizing its Direct Ship Ore model. Additionally, Darwin Green, HighGold's CEO, will join Contango's board of directors.
- Contango aims to grow production to 200,000 ounces of gold annually within five years.
- Contango issued 1,698,887 shares of its common stock to HighGold shareholders.
- HighGold's CEO, Darwin Green, will join Contango's board of directors.
- Acquisition reduces environmental footprint and lowers permitting risk.
- HighGold shares will be delisted from the TSX Venture Exchange on July 11, 2024.
- HighGold will cease to be a reporting issuer.
- HighGold must pay a success fee of Cdn$693,900 to Agentis Capital Mining Partners.
Insights
Contango ORE's acquisition of HighGold Mining Inc. represents a strategic move aimed at bolstering its gold production capabilities. From a financial perspective, the issuance of 1,698,887 shares to HighGold shareholders, based on a share exchange ratio of 0.019 Contango Shares for each HighGold Share, reflects a carefully measured approach to equity-based transactions. This method reduces immediate cash outflows, preserving liquidity for future operational needs.
Notably, the acquisition aligns with Contango's goal to ramp up production to 200,000 ounces of annual gold equivalent production over the next five years. This ambitious target, if achieved, could significantly enhance revenue and shareholder value. The integration of HighGold's assets such as the Lucky Shot and Johnson Tract projects, into Contango's portfolio appears financially sound, as these high-quality mines are expected to leverage the Direct Ship Ore (DSO) model. Utilizing existing processing facilities can indeed lower capital expenditure and mitigate permitting risks—critical factors in mining operations.
Overall, this acquisition seems positive from a financial standpoint, as it aims to drive growth while managing costs effectively. However, investors should monitor how efficiently Contango integrates HighGold’s assets and whether the projected production increase materializes as planned.
From a market positioning perspective, Contango's acquisition of HighGold could strengthen its competitive stance in the gold mining sector. The Direct Ship Ore (DSO) model, which involves transporting ore to existing processing facilities, is a noteworthy strategy in this context. This approach can provide Contango with a competitive edge by minimizing environmental impact and lowering capital requirements—a compelling proposition for investors focused on sustainability and cost-efficiency.
Furthermore, the addition of HighGold’s President and CEO, Darwin Green, to Contango's board may enhance strategic oversight and synergy between the two entities. However, the delisting of HighGold Shares from the TSX Venture Exchange and the termination of its public reporting obligations could pose liquidity concerns for some investors who might have preferred ongoing transparency.
Investors should also consider the broader market dynamics in the gold mining industry, including commodity price volatility and regulatory changes, which could impact the success of this acquisition. Overall, this move seems well-calculated to boost Contango's market position, but the execution will be key to unlocking its full potential.
Rick Van Nieuwenhuyse, CEO and President for Contango commented: “With the Manh Choh project now in production, the Lucky Shot and Johnson Tract projects provide a solid portfolio for growing gold production using our unique Direct Ship Ore (“DSO”) model. Our five year plan is to grow production from our existing projects to 200,000 ounces of annual gold equivalent production. By developing high-grade, high-quality mines that can utilize the DSO model by transporting our ore to existing and permitted operating processing facilities, we will reduce our environmental footprint and thereby lower our permitting risk, as well as lower the overall capital requirements to achieve commercial production. We believe this is a unique model and a right-fit for these continuing challenging capital markets for miners.”
As part of the Acquisition, Contango issued 1,698,887 shares of its common stock (“Contango Shares”) to HighGold shareholders based on a share exchange ratio of 0.019 of a Contango Share for each common share of HighGold (“HighGold Share”).
Concurrent with the Acquisition, Contango has appointed Darwin Green, HighGold’s President and Chief Executive Officer, to its board of directors.
The HighGold Shares are expected to be delisted from the TSX Venture Exchange at the close of trading on July 11, 2024 and HighGold intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.
Non-registered HighGold shareholders, or those that hold their HighGold Shares through an intermediary (i.e., broker), will receive the consideration payable to them pursuant to the Acquisition through their broker or other intermediary. Consideration for HighGold Shares that are held through an intermediary has been issued to Computershare Investor Services Inc. (“Computershare”), as depositary, and will be distributed to intermediaries in due course. Such non-registered HighGold shareholders should contact their intermediary for instructions and assistance in receiving the Acquisition consideration.
Registered HighGold shareholders, or those that hold their HighGold Shares directly with HighGold, will be required to file a Letter of Transmittal with Computershare in order to receive the consideration to which they are entitled. Registered HighGold Shareholders of record on May 21, 2024 should have received a Letter of Transmittal by mail. Registered HighGold shareholders requiring assistance to exchange their HighGold Shares may contact Computershare for assistance at 1-800-564-6253.
In connection with financial advisory services rendered by Agentis Capital Mining Partners (“Agentis”) to HighGold with respect to the Acquisition, a cash success fee of
ABOUT CONTANGO
Contango is a NYSE American listed company that engages in exploration for gold and associated minerals in
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements and certain "forward-looking information" (within the meaning of Canadian securities legislation) regarding Contango and HighGold that are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995, based on Contango’s and HighGold’s current expectations and includes statements regarding the expected delisting of HighGold Shares from the TSX Venture Exchange, the distribution of Contango Shares by Computershare, plans of Contango to grow gold production, including an anticipated reduced environmental footprint and lower permitting risks, 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: HighGold not receiving requisite approvals for the delisting of the HighGold Shares and for HighGold to cease to be a reporting issuer in
View source version on businesswire.com: https://www.businesswire.com/news/home/20240710468496/en/
Contango ORE, Inc.
Rick Van Nieuwenhuyse
(907) 888-4273
www.contangoore.com
Source: Contango ORE, Inc.
FAQ
What is the impact of Contango's acquisition of HighGold on gold production?
When will HighGold shares be delisted from the TSX Venture Exchange?
How many new Contango shares were issued to HighGold shareholders?
What role will HighGold's CEO play in Contango post-acquisition?