SEC Comment Letter 0000000000-23-001053 to Contango Silver & Gold Inc. (CTGO)
Contango Silver & Gold Inc.
Date: Feb. 1, 2023 · CIK: 0001502377 · Accession: 0000000000-23-001053
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-35770
Letter
United States securities and exchange commission logo February 1, 2023 Leah Gaines Vice President, CFO, and Treasurer Contango ORE, Inc. 3700 Buffalo Speedway, Suite 925 Houston, Texas 77098 Re:Contango ORE, Inc. Form 10-K for the Fiscal Year ended June 30, 2022 Filed August 31, 2022 File No. 001-35770 Dear Leah Gaines: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K Overview, page 16 1.Please modify your filing to state your material properties and disclose an explanation of the criteria you use to distinguish your material properties from your other exploration projects. Peak Gold JV Property, page 18 2.Please modify your filing and locate your material properties to within one-mile using an easily recognizable coordinate system as required by Item 1304(b)(1)(i) of Regulation S- K.
FirstName LastNameLeah Gaines Comapany NameContango ORE, Inc. February 1, 2023 Page 2 FirstName LastName Leah Gaines Contango ORE, Inc. February 1, 2023 Page 2 Exploration Overview, page 20 3.We note your Peak Gold Joint Venture released a feasibility study in July 2022 and you reference reserve ounces and other economic metrics in this section based on that study. Please file the technical report summary that supports your reserve disclosure with the updated resources and economic metrics or remove this disclosure from your filing. See Item 1302(b)(2) of Regulation S-K. 4.We note you reported resource estimates when you filed the Technical Report Summary with your S-3 on October 26, 2021. Please revise your filing to include your current resource/reserve estimates based on this report or another updated report. See Item 1303(b)(3) of Regulation S-K. In addition, please state whether your NSR cut-off values are a marginal or breakeven NSR cut-off. Location of and Access to the Lucky Shot Property, page 25 5.Please modify your filing to provide a more precise location for all your exploration properties as required by Item 1303(b)(2)(ii)(A) of Regulation S-K. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact George K. Schuler at 202-551-3718 if you have questions regarding the engineering comments or Craig Arakawa at at 202-551-3650 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation
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United States securities and exchange commission logo
February 1, 2023
Leah Gaines
Vice President, CFO, and Treasurer
Contango ORE, Inc.
3700 Buffalo Speedway, Suite 925
Houston, Texas 77098
Re:Contango ORE, Inc.
Form 10-K for the Fiscal Year ended June 30, 2022
Filed August 31, 2022
File No. 001-35770
Dear Leah Gaines:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K
Overview, page 16
1.Please modify your filing to state your material properties and disclose an explanation of
the criteria you use to distinguish your material properties from your other exploration
projects.
Peak Gold JV Property, page 18
2.Please modify your filing and locate your material properties to within one-mile using an
easily recognizable coordinate system as required by Item 1304(b)(1)(i) of Regulation S-
K.
FirstName LastNameLeah Gaines
Comapany NameContango ORE, Inc.
February 1, 2023 Page 2
FirstName LastName
Leah Gaines
Contango ORE, Inc.
February 1, 2023
Page 2
Exploration Overview, page 20
3.We note your Peak Gold Joint Venture released a feasibility study in July 2022 and you
reference reserve ounces and other economic metrics in this section based on that study.
Please file the technical report summary that supports your reserve disclosure with the
updated resources and economic metrics or remove this disclosure from your filing. See
Item 1302(b)(2) of Regulation S-K.
4.We note you reported resource estimates when you filed the Technical Report Summary
with your S-3 on October 26, 2021. Please revise your filing to include your current
resource/reserve estimates based on this report or another updated report. See Item
1303(b)(3) of Regulation S-K. In addition, please state whether your NSR cut-off values
are a marginal or breakeven NSR cut-off.
Location of and Access to the Lucky Shot Property, page 25
5.Please modify your filing to provide a more precise location for all your exploration
properties as required by Item 1303(b)(2)(ii)(A) of Regulation S-K.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact George K. Schuler at 202-551-3718 if you have questions regarding
the engineering comments or Craig Arakawa at at 202-551-3650 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation