XML 38 R12.htm IDEA: XBRL DOCUMENT v3.21.2
Note 6 - Shareholders' Equity
12 Months Ended
Jun. 30, 2021
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]
6.
Shareholders
' Equity
 
On 
December 11, 2020,
at the Annual Meeting, the Company's stockholders approved the proposal to amend the Company's Certificate of Incorporation to increase the number of authorized shares of its Common Stock from
30,000,000
shares to
45,000,000
shares.  The Company has 
15,000,000
 authorized shares of preferred stock. As of 
June 30, 2021, 
the Company had 
6,675,746
shares of Common Stock outstanding, including
401,333
 shares of unvested restricted stock, which takes into account the issuance of shares of Common Stock in the
2020
Private Placement as described below and the redemption of
809,744
shares of Common Stock from KG Mining in the Kinross Transactions.  As of
June 30, 2021,
the Company also had outstanding options to purchase
100,000
shares of Common Stock of the Company.  
No
shares of preferred stock have been issued. The remaining restricted stock outstanding will vest between 
December 2021 
and
December 2023. 
 
The Company entered into Stock Purchase Agreements dated as of
June 14,
and
June 17, 2021 (
the “Purchase Agreements”) for the sale of an aggregate of
523,809
shares of Common Stock at a purchase price of
$21.00
per share of Common Stock, in a private placement (the
“2021
Private Placement”) to certain accredited investors.   The
2021
Private Placement closed on
June 17
and
18,
2021.
The
2021
Private Placement resulted in approximately
$11.0
million of gross proceeds and approximately
$10.9
million of net proceeds to the Company. The Company will use the net proceeds from the
2021
Private Placement to fund its exploration and development program and for general corporate purposes.  The shares sold in the
2021
Private Placement were issued in reliance on an exemption from registration under the Securities Act of
1933,
as amended, pursuant to Section
4
(a)(
2
) thereof. The bases for the availability of this exemption include the facts that the issuance was a private transaction which did
not
involve a public offering and the shares were offered and sold to a limited number of purchasers.  Rick Van Nieuwenhuyse, the Company's President and Chief Executive Officer, purchased
47,619
shares of Common Stock, for a purchase price of approximately
$1,000,000,
in the
2021
Private Placement pursuant to a Purchase Agreement dated
June 17, 2021,
on the same terms and conditions as all other purchasers, except that Mr. Nieuwenhuyse did
not
receive any of the rights under the Registration Rights Agreement.  The
2021
Private Placement to Mr. Nieuwenhuyse closed on
June 18, 2021. 
The Audit Committee of the Company has reviewed and approved all agreements and arrangements relating to Mr. Van Nieuwenhuyse's participation in the
2021
 Private Placement. 
 
On
September 23, 2020,
the Company completed the issuance and sale of an aggregate of
247,172
 shares of Common Stock, in a private placement (the
“2020
Private Placement”) to certain purchasers who are accredited investors. Of the total
247,172
shares issued,
32,874
were issued from Company's treasury account.  The shares of the Common Stock were sold at a price of
$13.25
per share, resulting in gross proceeds to the Company of approximately
$3.3
million and net proceeds to the Company of approximately
$3.2
million. The Company will use the net proceeds from the
2020
Private Placement for working capital purposes and for funding the Joint Venture Company and Contango Minerals. Petrie Partners Securities, LLC (“Petrie”) acted as the sole placement agent in connection with the
2020
Private Placement and received a placement agent fee equal to
3.25%
of the gross proceeds raised from the subscribers whom they solicited, or a total of approximately
$50,000
 in placement agent fees. Petrie has provided to the Company in the past and
may
provide from time to time in the future certain securities offering, financial advisory, investment banking and other services for which it has received and
may
continue to receive customary fees and commissions. The shares sold in the
2020
Private Placement were issued in reliance on an exemption from registration under the Securities Act of
1933,
as amended, pursuant to Section
4
(a)(
2
) thereof. The bases for the availability of this exemption include the facts that the issuance was a private transaction, which did
not
involve a public offering and the shares were offered and sold to a limited number of purchasers. The Company's President and Chief Executive Officer, Rick Van Nieuwenhuyse, purchased
75,472
 shares of Common Stock of the Company in the
2020
Private Placement, for total consideration of
$1.0
million, on the same terms and conditions as all other purchasers. The Audit Committee of the Company has reviewed and approved all agreements and arrangements relating to Mr. Van Nieuwenhuyse's participation in the
2020
Private Placement.
 
Rights Plan
 
Termination and Rights Agreement
 
On
December 
19,
 
2012,
 the Company adopted a Rights Plan, which was amended on 
March 21, 2013, 
September 29, 2014, 
December 18, 2014, 
November 11, 2015, 
April 22, 2018,
and
November 20, 2019. 
The Board adopted an amendment to accelerate the expiration date of its prior stockholder rights agreement to
September 23, 2020,
such that, at the close of business on
September 23, 2020,
the purchase rights thereunder expired and the prior stockholder rights agreement was
no
longer in force and effect.  On
September 23, 2020,
the Company adopted a limited duration stockholder rights agreement (the “Rights Agreement”) to replace the Company's prior stockholder Rights Plan, which has been terminated.
 
Pursuant to the Rights Agreement, the Board declared a dividend of
one
preferred stock purchase right (a “Right”) for each share of the Company's Common Stock, par value
$0.01
per share, of the Company, held of record as of
October 5, 2020.
The Rights Agreement has a
one
-year duration, expiring on
September 22, 2021.  
The Rights will trade with the Company's Common Stock and
no
separate Rights certificates will be issued, unless and until the Rights become exercisable. In general, the Rights will become exercisable only if a person or group acquires beneficial ownership of
18.0%
(or
20.0%
for certain passive investors) or more of the Company's outstanding Common Stock or announces a tender or exchange offer that would result in beneficial ownership of
18.0%
(or
20.0%
for certain passive investors) or more of Common Stock. Each Right will entitle the holder to buy
one one
-thousandth (
1/1000
) of a share of a series of junior preferred stock at an exercise price of
$100.00
per Right, subject to anti-dilution adjustments.