DEFA14A: Contango ORE, Inc. Announces Auditor Change Following Moss Adams Merger with Baker Tilly

Contango ORE, Inc. has announced a change in its independent registered public accounting firm from Moss Adams LLP to Baker Tilly US, LLP, effective June 3, 2025, following the merger of Moss Adams with Baker Tilly.

Summary

• Contango ORE, Inc. (CORE) issued a supplement to its proxy statement for the Annual Meeting of Stockholders to be held on June 10, 2025.
• The supplement informs stockholders about the merger of the company's independent registered public accounting firm, Moss Adams LLP, with Baker Tilly US, LLP, effective June 3, 2025.
• As a result of the merger, Moss Adams LLP resigned as CORE's auditor.
• The Audit Committee of CORE's Board of Directors approved the engagement of Baker Tilly US, LLP as the successor independent registered public accounting firm.
• Moss Adams's audit reports for the periods ended December 31, 2024, December 31, 2023 (six-month period), and June 30, 2023, did not contain any adverse opinions, disclaimers, qualifications, or modifications.
• There were no disagreements with Moss Adams on accounting principles, financial statement disclosure, or auditing scope/procedure during the specified periods and subsequent interim period through June 3, 2025.
• The company did not consult with Baker Tilly regarding accounting principles or audit opinions prior to their engagement.
• For Proposal 2 in the Proxy Statement, an affirmative vote for the ratification of Moss Adams LLP will now be considered a vote for the ratification of Baker Tilly US, LLP as the successor accounting firm.

Sentiment

Score: 7

Explanation: The sentiment is positive as the document indicates a smooth and procedural transition of the independent auditor due to a merger, with no reported disagreements or issues with the outgoing firm. This suggests good corporate governance and a lack of underlying financial reporting problems.

Positives

• The previous auditor, Moss Adams LLP, did not issue any adverse opinions, disclaimers of opinion, or qualified/modified reports on the company's financial statements for the periods ended December 31, 2024, December 31, 2023, and June 30, 2023.
• There were no disagreements with Moss Adams LLP on accounting principles, financial statement disclosure, or auditing scope or procedure.
• No reportable events requiring disclosure were identified during the specified periods and subsequent interim period through June 3, 2025.

Future Outlook

The company's future outlook, as it pertains to this document, is limited to the expectation that Baker Tilly US, LLP will serve as the independent registered public accounting firm for the fiscal year ending December 31, 2025, subject to stockholder ratification at the Annual Meeting.

Industry Context

The merger of Moss Adams LLP with Baker Tilly US, LLP reflects a broader trend of consolidation within the accounting and professional services industry, as firms seek to expand their capabilities, client base, and geographic reach. For Contango ORE, Inc., this change is a direct consequence of this industry consolidation, necessitating a procedural update to its auditor engagement.

Corporate Governance

Stakeholder Impact

• Shareholders: Will be asked to ratify the appointment of Baker Tilly US, LLP as the new auditor at the Annual Meeting, impacting their oversight of the company's financial reporting.

Next Steps

• The Annual Meeting of Stockholders will be held on June 10, 2025.
• Stockholders will vote on Proposal 2, which will now ratify the appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Key Dates

Keywords

Contango ORE, CORE, SEC filing, DEFA14A, Proxy Statement, Annual Meeting, Auditor Change, Independent Registered Public Accounting Firm, Moss Adams LLP, Baker Tilly US LLP, Audit Committee, Corporate Governance