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Note 12 - Related Party Transactions
12 Months Ended
Jun. 30, 2021
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]
12.
Related Party Transactions
 
Mr. Brad Juneau, who served as the Company's Chairman, President and Chief Executive Officer until
January 6, 2020,
and serves as the Company's Executive Chairman effective
January 6, 2020,
is also the sole manager of Juneau Exploration, L.P. (“JEX”), a private company involved in the exploration and production of oil and natural gas.  On
December 11, 2020,
the Company entered into a Second Amended and Restated Management Services Agreement (the “A&R MSA”) with JEX, which amends and restates the Amended and Restated Management Services Agreement between the Company and JEX dated as of
November 20, 2019.
Pursuant to the A&R MSA, JEX will continue, subject to direction of the board of directors of the Company (the “Board”), to provide certain facilities, equipment and services used in the conduct of the business and affairs of the Company and management of its membership interest in the Joint Venture Company.  Pursuant to the A&R MSA, JEX will provide to the Company office space and office equipment, and certain related services. The A&R MSA will be effective for
one
year beginning
December 1, 2020
and will renew automatically on a monthly basis as of
December 1, 2021
unless terminated upon
ninety
days' prior notice by either the Company or JEX. Pursuant to the A&R MSA, the Company will pay to JEX a monthly fee of
$10,000,
which includes an allocation of approximately
$6,900
for office space and equipment.   JEX will also be reimbursed for its reasonable and necessary costs and expenses of 
third
 parties incurred for the Company. The A&R MSA includes customary indemnification provisions.  For the years ended
2021
and
2020,
the management fees paid to JEX totaled
$305,000
and
$504,000,
respectively.  Management fees are reflected on the statement of operations within general and administrative expenses.
 
The Company entered into Stock Purchase Agreements dated as of
June 14,
and
June 17, 2021 
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 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. 
 
On
September 23, 2020,
the Company completed the issuance and sale of an aggregate of
247,172
 shares of the Company's Common Stock, in 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's President and Chief Executive Officer, Rick Van Nieuwenhuyse, purchased
75,472
 of shares of Common Stock in the
2020
Private Placement, for total consideration of
$1.0
million, on the same terms and conditions as all other purchasers. As a result of Mr. Van Nieuwenhuyse's purchase, as of
September 23, 2020,
his ownership interest in the Company was 
2.2%.
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
$0.05
million 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 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. 
 
On
September 30, 2020,
in a series of related transactions, Kinross, through its wholly owned subsidiary, acquired all of the interest in the Joint Venture Company held by Royal Gold and an additional
30.0%
membership interest in the Joint Venture Company held by the Company.  The Company, through its wholly owned subsidiary, retained a
30.0%
membership interest in the Joint Venture Company, with Kinross acquiring a
70.0%
membership interest in the Joint Venture Company and becoming the manager and operator of the Joint Venture Company.  Prior to and in connection with the Kinross Transactions, on
September 29, 2020,
Contango Minerals entered into an Omnibus Second Amendment and Restatement of Royalty Deeds (the “Contango Minerals Royalty Agreement”) with Royal Gold. Under the terms of the Contango Minerals Royalty Agreement, in addition to certain existing
2.0%
royalties (the
“2%
Royalties”) and
3.0%
royalties in favor of Royal Gold on the Alaska state mining claims, Contango Minerals granted an additional
1%
net smelter returns royalty on those Alaska state mining claims that were already subject to the
2%
Royalties, increasing the royalty rate on those Alaska state mining claims to
3.0%.
These Alaska state mining claims were transferred to Contango Minerals as part of the transactions with Kinross, with Royal Gold retaining the
3.0%
royalty. As a result of the Contango Minerals Royalty Agreement, Contango Minerals will be obligated to pay Royal Gold a
3.0%
net smelter returns royalty on all properties subject to the Contango Minerals Royalty Agreement, subject to the terms and conditions of that agreement.
 
In addition, on
September 29, 2020,
the Joint Venture Company entered into an Omnibus Second Amendment and Restatement of Royalty Deeds and Grant of Additional Royalty (the “JV Royalty Agreement”) with Royal Gold. Pursuant to the JV Royalty Agreement, the Joint Venture Company (i) granted to Royal Gold a
28.0%
net smelter returns royalty interest on all silver produced from a defined area within the Tetlin Lease and (ii) transferred to Royal Gold the additional
1.0%
net smelter returns royalty that it had retained on the Alaska State mining properties which were contributed to Contango Minerals, all subject to the terms of the JV Royalty Agreement.
 
The Company will be required to fund any royalty payments the Joint Venture Company is obligated to make to Royal Gold under the JV Royalty Agreement in proportion to its membership interests in the Joint Venture Company. The Company's proportionate share of the additional royalty granted to Royal Gold pursuant to the JV Royalty Agreement has been partially offset by a cash payment of
$1.2
million to the Company, designated as a reimbursement prepayment by Kinross for the Company's estimated proportionate share of the additional silver royalty, in proportion to Company's membership interest in the Joint Venture Company after the consummation of the transactions described above.
 
On 
April 16, 2018,
Royal Gold filed a Schedule 
13D
 with the Securities and Exchange Commission to reflect Royal Gold's acquisition from an existing stockholder of 
13.6%
 of the Company's outstanding Common Stock at a price of 
$26
 per share, subject to certain adjustments. Royal Gold also filed amendments to its Schedule
13D
on
June 29, 2018,
October 4, 2018, 
January 22, 2019,
August 2, 2019,
and
September 30, 2020. 
Immediately prior to the consummation of the Kinross Transactions, Royal Gold held
809,744
shares of Common Stock, representing approximately
11.9%
of the issued and outstanding shares of Common Stock immediately prior to the Kinross Transactions. On
September 30, 2020,
Royal Gold reported beneficial ownership of approximately
0.0%
of the Company's outstanding Common Stock.  Royal Gold sold all of the Common Stock it owned to KG Mining as a part of the Royal Gold Transactions described in Note
1.
  Royal Gold is the parent company of Royal Alaska, CORE's former joint venture partner in the Joint Venture Company.