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.