Announcement • Jul 11
Contango Ore, Inc. (NYSEAM:CTGO) completed the acquisition of HighGold Mining Inc. (TSXV:HIGH). Contango Ore, Inc. (NYSEAM:CTGO) entered into a definitive arrangement agreement to acquire HighGold Mining Inc. (TSXV:HIGH) for CAD 49.4 million on May 1, 2024. The Exchange Ratio implies total consideration of CAD 0.55 per HighGold Share and total HighGold equity value of approximately CAD 51 million on a fully diluted in-the-money basis. Under the terms of the Agreement, each HighGold share (“HighGold Share”) will be exchanged for 0.019 shares of Contango common stock. Upon completion of the Transaction, existing Contango shareholders will own approximately 85% and HighGold shareholders will own approximately 15% of the combined company. The Agreement contains customary provisions including non-solicitation, "fiduciary out" and "right to match" provisions, as well as a CAD 2 million termination fee payable to either company under certain circumstances. In connection with the Transaction, Contango will grant to HighGold the right to appoint one (1) director to its board of directors. The Transaction will be carried out by way of court-approved Plan of Arrangement under the Business Corporations Act (British Columbia) and will require approval by 66 2/3% of the votes cast by HighGold shareholders and option holders, and 66 2/3% of votes cast by HighGold shareholders and option holders, voting together as a single class at a special meeting (the “Meeting”) expected to be held in late [June] 2024. Directors and officers of HighGold, representing an aggregate of approximately 1.9% of the issued and outstanding HighGold Shares, have entered into voting support agreements pursuant to which, among other things, each director and officer has agreed to vote in favor of the Transaction at the Meeting. In addition to HighGold securityholder approval, the Transaction is subject to other applicable regulatory approvals and closing conditions which are customary for a transaction of this nature. On May 28, 2024, HighGold obtained an interim order of the Supreme Court of British Columbia to authorize the Meeting process in connection with the arrangement. Subject to the satisfaction of these conditions, Contango and HighGold expect the Transaction to be completed in July 2024. The Agreement has been unanimously approved by the Contango board of directors and the HighGold board of directors. The HighGold board of directors recommends that securityholders vote in favor of the Transaction at the Meeting. As of June 27, 2024, HighGold Mining shareholders approve the transaction. The Company will seek a final order approving the Arrangement from the Supreme Court of British Columbia on July 2, 2024. On July 2, 2024, the Company obtained a final order from the Supreme Court of British Columbia approving the transaction. The parties currently expect to complete the Arrangement on or around July 9, 2024.
Agentis Capital Mining Partners and Evans & Evans, Inc. have provided fairness opinions to the Board of Directors of HighGold. Contango has engaged Cormark Securities Inc. as financial advisor, Blake, Cassels & Graydon LLP as Canadian legal counsel and Holland & Knight LLP as US legal counsel in connection with the Transaction. HighGold has engaged Agentis Capital Mining Partners as financial advisor and DuMoulin Black LLP as legal counsel in connection with the Transaction. 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 CAD 693,900 is now payable by HighGold to Agentis. The cash success fee was calculated as 1.35% of the value of consideration received by HighGold Shareholders under the Acquisition.
Contango Ore, Inc. (NYSEAM:CTGO) completed the acquisition of HighGold Mining Inc. (TSXV:HIGH) on July 10, 2024. Announcement • Jul 10
HighGold Shares Expects to Be Delisted from TSX-V at the Close of Trading on July 11 Contango ORE Inc. and HighGold Mining Inc. announced that Contango has completed its acquisition of HighGold (the “Acquisition”) by way of a court approved plan of arrangement under the Business Corporations Act (British Columbia) (the “BCBCA”). The Acquisition was overwhelmingly approved by HighGold securityholders in accordance with the requirements of the BCBCA at a special meeting of HighGold securityholders held on June 27, 2024, and was subsequently approved by the Supreme Court of British Columbia on July 2, 2024. 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. Recent Insider Transactions Derivative • Jun 14
President exercised options to buy CA$136k worth of stock. On the 7th of June, Darwin Green exercised options to buy 293k shares at a strike price of around CA$0.61, costing a total of CA$179k. This transaction amounted to 57% of their direct individual holding at the time of the trade. Since December 2023, Darwin's direct individual holding has increased from 936.25k shares to 983.75k. Company insiders have collectively bought CA$278k more than they sold, via options and on-market transactions, in the last 12 months. 
