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Highgold Mining Inc
Symbol HIGH
Shares Issued 88,831,454
Close 2024-07-10 C$ 0.495
Market Cap C$ 43,971,570
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Highgold Mining closes acquisition by Contango ORE

2024-07-10 15:39 ET - News Release

Mr. Rick Van Nieuwenhuyse of Contango ORE reports

CONTANGO COMPLETES ACQUISITION OF HIGHGOLD

Contango ORE Inc. has completed its acquisition of Highgold Mining Inc. by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (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.

Rick Van Nieuwenhuyse, chief executive officer 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 to Highgold shareholders based on a share exchange ratio of 0.019 of a Contango share for each common share of Highgold.

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 holding their Highgold shares through an intermediary (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., 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 holding 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 to Highgold with respect to the acquisition, a cash success fee of $693,900 is now payable by Highgold to Agentis. The cash success fee was calculated as 1.35 per cent of the value of consideration received by Highgold shareholders under the acquisition.

About Contango ORE Inc.

Contango is a NYSE American-listed company that engages in exploration for gold and associated minerals in Alaska. Contango holds a 30-per-cent interest in the Peak Gold joint venture (JV), which leases approximately 675,000 acres of land for exploration and development on the Manh Choh project, with the remaining 70 per cent owned by KG Mining (Alaska) Inc., an indirect subsidiary of Kinross Gold Corp., operator of the Peak Gold JV. The company also has a lease on the Lucky Shot project from the underlying owner, Alaska Hardrock Inc., and, through its subsidiary, has a 100-per-cent ownership of approximately 8,600 acres of peripheral Alaska mining claims. Contango also owns a 100-per-cent interest in an additional approximately 145,000 acres of Alaska mining claims through its wholly owned subsidiary, which gives Contango the exclusive right to explore and develop minerals on these lands.

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