Avidian Gold to sell Alaskan subsidiary to Contango Ore

Avidian Gold has entered into a binding Stock Purchase Agreement with Contango ORE, pursuant to which Contango has agreed to purchase Avidian’s 100% owned Alaskan subsidiary, Avidian Gold Alaska for initial consideration of $2.4 million, plus a potential future upside consideration of $1.0 million, for a total consideration of up to $3.4 million. The consideration is a combination of cash plus Contango shares. Avidian Alaska owns and controls the Golden Zone and Amanita NE gold properties and has an option agreement to purchase 100% of the Amanita gold property. Golden Zone is a large, prospective property in between Anchorage and Fairbanks near rail and highway infrastructure. The Amanita and Amanita NE gold properties border Kinross Gold Corporation’s Fort Knox operation near Fairbanks. Transaction Details Contango to acquire 100% of the capital stock of Avidian Gold Alaska Inc. from Avidian Gold Corp.; Contango will pay Avidian an initial purchase price of $2,400,000 consisting of $400,000 in cash and $2,000,000 in shares of Contango common stock. The Cash Consideration shall be paid in the following tranches: a deposit $50,000, $150,000 due on the Closing Date, and $200,000 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; 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 US$1,000,000 within thirty days of such decision. 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, to be credited against the total Deferred Purchase Price; and 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-A. Should Avidian Shareholders not approve this transaction the Agreement will terminate and a termination fee of US$175,000 will be paid to Contango, representing liquidated damages for the time, resources and opportunities lost in facilitating this transaction. Both Avidian’s and Contango’s Board of Directors have unanimously approved the Transaction. The Board of Directors for Avidian unanimously recommends that shareholders vote in favor of the Transaction. The Annual General and Special Meeting of shareholders will be held on July 4, 2024. It is expected that closing of this Transaction will happen as soon as practically possible following the shareholder meeting that has approved the Transaction.