Note 9 - Related Party Transactions

9 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

        

9.

Related Party Transactions

Mr. Brad Juneau, who served as the Company’s Chairman, President and Chief Executive Officer

 until

January 6, 2020,

and serves as the Company's Executive Chairman effective

January 6, 2020,

is also the sole manager of JEX, a private company involved in the exploration and production of oil and natural gas. JEX was responsible for securing and negotiating the Tetlin Lease and assisting in obtaining other properties and initially engaged Avalon Development Corporation (“Avalon”) to conduct mineral exploration activities on the Tetlin Lease. In agreeing to transfer its interests in such properties to Contango Mining, a predecessor of the Company, JEX retained a

3.0%

overriding royalty interest in the properties transferred.

In

September 2012,

the Company and JEX entered into an Advisory Agreement in which JEX provided assistance in acquiring additional properties in Alaska in exchange for an overriding royalty of

2.0%

on properties acquired after

July 1, 2012.

On

September 29, 2014,

pursuant to a Royalty Purchase Agreement between JEX and Royal Gold (the “Royalty Purchase Agreement”), JEX sold its entire overriding royalty interest in the Peak Gold Joint Venture Property to Royal Gold. On the same date, the Company terminated its Advisory Agreement with JEX.

  On

November 20, 2019,

the Company entered into an Amended and Restated Management Services Agreement (the “A&R MSA”), with JEX, which amends and restates the Management Services Agreement between the Company and JEX dated as of

October 1, 2016.

Pursuant to the A&R MSA, JEX will continue, subject to the direction of the board of directors of the Company, to manage the business and affairs of the Company and its interest in Joint Venture Company. The services provided to the Company by JEX include corporate finance, accounting, budget, reporting, risk management, operations and stockholder relation functions of the Company. Pursuant to the A&R MSA, the Company will pay to JEX a monthly fee of

$47,000,

which includes an allocation of approximately

$6,900

for office space and equipment. JEX will also be reimbursed for its reasonable and necessary costs and expenses of 

third

 parties incurred for the Company.   

No

part of the fee payable to JEX pursuant to the A&R MSA is allocated for compensation of Brad Juneau who is compensated separately as determined by the independent directors of the Company.  In addition, executives of JEX 

may

be granted restricted stock, stock options or other forms of compensation by the independent directors of the Company.  The amount of time and expertise required to effectively manage and administer the business and affairs of the Company will continue to be monitored by the board of directors of the Company for necessary adjustments or modifications depending upon the amount of time required to be spent on the business and affairs of the Company by the executives and the progress of the Joint Venture Company in its exploratory programs in Alaska.

On

October 23, 2017,

the Company completed the Private Placement described in Note

7

- Shareholders' Equity.

  JEX, which is controlled by 

Brad Juneau, the Company

’s then-President and Chief Executive Officer, purchased

13,200

shares of common stock, in the Private Placement for a price of

$250,800

and on the same terms and conditions as all other Purchasers. 

    On 

April 16, 2018,

Royal Gold filed a Schedule 

13D

 with the Securities and Exchange Commission to reflect Royal Gold’s acquisition from an existing stockholder of 

13.6%

 of the Company’s outstanding common stock at a price of 

$26

 per share, subject to certain adjustments. Royal Gold also filed amendments to its Schedule

13D

on

June 29, 2018,

October 4, 2018, 

January 22, 2019,

and

August 2, 2019. 

As of

August 2, 2019 

Royal Gold reported beneficial ownership of approximately 

12.7%

of the Company’s outstanding common stock.  Royal Gold is the parent company of Royal Alaska LLC, CORE’s joint venture partner in the Joint Venture Company.   

In

June

of

2018,

the Company retained Petrie Partners, LLC and Cantor Fitzgerald and Co. to advise on its strategic options, including in connection with a joint sale process with its joint venture partner, Royal Gold.  Royal Gold retained Scotia Capital Inc. to conduct a joint process for the sale directly or indirectly of the Joint Venture Company’s properties in Alaska. The process concluded with

no

change of control transaction.  The Company is continuing to work with its advisors to evaluate strategic options while advancing the Peak Gold Joint Venture Property through exploration and baseline data collection for project permitting requirements. The Company’s

60%

interest in the Joint Venture Company plus cash on hand constitute substantially all of the Company’s assets. The Company has

no

borrowings.