Contango Ore, Inc. (NYSEAM:CTGO) agreed to acquire Avidian Gold Alaska Inc. from Avidian Gold Inc. for $3.4 million on May 2, 2024. Contango will pay Avidian an initial purchase price of $2 million consisting of $0.4 million in cash and $2 million in shares of Contango common stock. The Cash Consideration shall be paid in the following tranches, a deposit $0.050 million (that has been received), $0.15 million due on the Closing Date, and $0.2 million due on or before the 6-month anniversary of the Closing Date.

The number of shares of common stock constituting the Equity Consideration will be determined based on Contango?s NYSE-A, 10-day volume-weighted average price immediately prior to the Closing Date. As a part of consideration, if Contango makes a positive production decision on either of the Amanita or Golden Zone properties within 120 months of the Closing Date, Contango will pay Avidian an additional $1 million within thirty days of such decision (the ?Deferred Purchase Price?). The Deferred Purchase Price can be paid in either cash or shares of Contango at Contango?s sole discretion.

If at any time prior to this production decision, within the 120-month period, Contango enters into a third-party transaction on either of the Amanita or Golden Zone properties, Avidian will receive 20% of the consideration received by Contango (capped at $0.5 million per property), to be credited against the total Deferred Purchase Price. The transaction was unanimously approved by both the boards and is subject to shareholder approval. It is expected that closing of this Transaction will happen as soon as practically possible following the shareholder meeting that has approved the Transaction.

The Transaction is subject to Avidian Shareholder approval, as well as the receipt of all required governmental and/or regulatory approvals, including that of the Toronto Venture Exchange and NYSE American. Should Avidian Shareholders not approve this transaction the Agreement will terminate and a termination fee of $175,000 will be paid to Contango, representing liquidated damages for the time, resources and opportunities lost in facilitating this transaction. Closing of the Avidian Acquisition is subject to customary closing conditions and is expected to occur in July 2024.