8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):   November 13, 2019

 CONTANGO ORE, INC  

 (Exact Name of Registrant Specified in Charter)

Delaware	001-35770	27-3431051
(State or Other	(Commission File	(I.R.S. Employer
Jurisdiction of	Number)	Identification No.)
Incorporation)

3700 Buffalo Speedway, Suite 925
Houston, Texas	77098
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code:   (713) 877-1311

                             Not Applicable                            

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 per share	CTGO	OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02.DEPARTURE OF CERTAIN DIRECTORS OR OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

As further described below in Item 5.07, on November 13, 2019, at the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of Contango ORE, Inc., a Delaware corporation (the “Company”), the stockholders of the Company approved and adopted the First Amendment (the “Amendment”) to the Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan (as amended, the “Equity Plan”) which increases the number of shares of common stock that the Company may issue under the Equity Plan by 500,000 shares.

For more information about the Equity Plan, please read the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on October 1, 2019.

A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the Amendment in this Current Report on Form 8-K is a summary and is qualified in its entirety by reference to the complete text of the Amendment.

Item 5.07.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On Wednesday, November 13, 2019, the Company held its Annual Meeting.  The Company’s stockholders were asked to consider and vote upon the following proposals:

1. To elect four persons to serve as directors of the Company until the annual meeting of stockholders in 2020.

2. To approve the First Amendment to the Amended and Restated 2010 Equity Compensation Plan.

3. To ratify the appointment of Moss Adams LLP as the Company’s independent auditors for the fiscal year ending June 30, 2020.

4. To conduct a non-binding, advisory vote to approve the compensation of the Company’s executives.

 As of September 23, 2019, the record date for the Annual Meeting, the Company had outstanding 6,357,113 shares of common stock.

Summarized below are final results of the matters voted on at the Annual Meeting:

Proposal	For	Against	Abstain	Broker Non-Votes
1.Election of Directors
Brad Juneau	4,293,962	287,246	758	384,596
Joseph S. Compofelice	4,293,112	287,143	1,611	384,596
Joseph G. Greenberg	4,292,922	287,353	1,591	384,596
Richard A. Shortz	4,293,101	287,154	1,611	384,596
2.To approve the First Amendment to the Amended and Restated 2010 Equity Compensation Plan.	4,067,825	511,566	2,475	384,596
3.   To ratify the appointment of Moss Adams LLP as the Company’s independent auditors for the fiscal year ending June 30, 2020	4,962,487	1,055	2,920	-
4.Non-binding, advisory vote to approve the compensation of the Company’s executives	4,577,434	4,053	379	384,596

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on November 19, 2019 relating to the completion of the 2019 exploration program by Peak Gold, LLC, a joint venture of which the Company holds 60%, the Company’s quarterly results for the quarter ended September 30, 2019, and results of the Annual Meeting. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Cautionary Note Regarding Forward-Looking Statements

Many of the statements included or incorporated in this Current Report on Form 8-K and the furnished exhibit constitute “forward-looking statements.” In particular, they include statements relating to future actions, strategies, future operating and financial performance, and the Company’s future financial results. These forward-looking statements are based on current expectations and projections about future events. Readers are cautioned that forward-looking statements are not guarantees of future operating and financial performance or results and involve substantial risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of the Company may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, factors described from time to time in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein).

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description of Exhibit
10.1	First Amendment to the Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan.
99.1	Press Release dated November 19, 2019.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CONTANGO ORE, Inc.
By:	/s/ Leah Gaines
	Leah Gaines
	Vice President and Chief Financial Officer

Dated: November 19, 2019

EX-10.1

 Exhibit 10.1

FIRST AMENDMENT TO THE

CONTANGO ORE, INC. AMENDED AND RESTATED

2010 EQUITY COMPENSATION PLAN

This First Amendment (the “Amendment”) to the Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan, as adopted September 15, 2017, is made by Contango ORE, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan.

Witnesseth:

WHEREAS, on September 15, 2010, the Board (the “Board”) of Directors of the Company adopted the Contango ORE, Inc. Equity Compensation Plan, which was approved by stockholders on December 8, 2011;

WHEREAS, on September 15, 2017, the Board approved the Amended and Restated 2010 Equity Compensation Plan, which was approved by stockholders on November 14, 2017, to, among other things, (i) increase the number of shares of Company Stock that the Company may issue under the plan by 500,000 shares; (ii) extend the term of the Plan until September 15, 2027; and (iii) allow the Company to withhold shares of Company Stock to satisfy the Company’s tax withholding obligations with respect to grants paid in Company Stock;

WHEREAS, Section 17(a) of the Plan provides that the Board may amend the Plan at any time, provided that the Board shall obtain stockholder approval of any Plan amendment if required in order to comply with applicable laws;

WHEREAS, the Board now desires to amend the Plan to increase the number of shares of Company Stock available for Grants under the Plan by 500,000 shares, subject to approval by the stockholders of the Company; and

WHEREAS, the Board has determined that the Amendment shall be made effective upon its approval by the stockholders of the Company.

NOW, THEREFORE, BE IT RESOLVED, the Plan shall be amended, subject to approval by the stockholders of the Company, as set forth below:

Section 5(a) of the Plan is hereby deleted and replaced in its entirety with the following:

The total aggregate number of shares of Company Stock that may be issued under the Plan is 2,000,000 shares, subject to adjustment as described in subsection (d) below. For the avoidance of doubt, the total aggregate number of shares of Company Stock that may be issued under the Plan includes the 1,000,000 shares initially issuable under the Plan, plus an additional 500,000 shares pursuant to the amendment and restatement of the Plan, plus an additional 500,000 shares.

RESOLVED FURTHER, that except as amended hereby, the Plan is specifically ratified and reaffirmed.

EX-99.1

 Exhibit 99.1

CONTANGO ORE, INC.

NEWS RELEASE

Contango ORE, Inc. Announces Completion of the 2019 Exploration Program and

Results of the Annual Meeting of Stockholders and Quarterly Results

HOUSTON -- (November 19, 2019) -- Contango ORE, Inc. (“CORE” or the “Company”) (OTCQB: CTGO) announced today the results of the 2019 Exploration Program for Peak Gold, LLC (the “Peak Gold” or “Joint Venture”), a joint venture between the Company’s wholly owned subsidiary CORE Alaska, LLC (“CORE Alaska”) and Royal Alaska, LLC (“Royal Alaska”), a wholly owned subsidiary of Royal Gold Inc. The 2019 exploration program has been completed and all the assays have been received. The Company believes the most encouraging results came from the initial core holes at the Hona Prospect which is located to the west of the Peak resource area (see Figure 1.1).

At the Hona prospect, reconnaissance rock sampling and mapping were conducted to follow up anomalous gold in pan concentrate samples with values up to 9.9 g/t Au from streams draining the historic Hona prospect. These efforts identified extensive sulfide mineralization over 5 kilometers of strike with gold, copper and silver mineralization encountered over at least 600 meters of relief (see attached map and Table 1). Gold in surface rock samples ranged from less than detection limit to 12.5 g/t, copper values ranged from less than detection limit to 10.09% and silver values ranged from less than detection limit to 494 g/t (see Table 1).

As a consequence of the wide spread mineralization encountered in surface mapping and sampling at Hona, approximately 1,300 meters of core drilling was completed at Hona in two holes. The significant intercepts from this program are shown below on Table 1, with the most encouraging being a 17 meter interval in hole 19002 at Hona that averaged 0.41 g/t gold, 5.4 g/t silver, and 0.333% copper. Hole 19002 tested ground closer to the main mass of the Hona intrusive and encountered thicker intervals of copper-gold mineralization hosted in potassic-altered metasediments, suggesting the source for heat, alteration and mineralization is located to the east, possibly related to the main Hona intrusive mass centered on Vertical Angle Benchmark (VABM) Hona. Surface samples from the intrusive at VABM Hona returned gold values up to 12.5 g/t and copper values up to 10.09%.  Rock sampling, age dating and geologic mapping suggest that the age and metal zoning of Hona are similar to that of the Peak resource area. However, mineralization at Hona is associated with, and in some cases hosted by, intrusive rocks, while the intrusive body responsible for mineralization at Peak has not been identified.

Following completion of the drilling program at Hona, a 1006 line-kilometer magnetic and Versatile Time Domain Electromagnetics (VTEM) survey was completed at Hona in late October. Final reduction and interpretation of these data are in progress and will be reported at a future date.

  Table 1: Significant Assays for 2019 Hona Prospect Exploration Program

Drill Hole	Zone	From (meters)	To (meters)	Interval (meters)	Au (g/t)	Au (oz/ton)	Au (g/t)	Cu (%)
HN19001	Hona 2	32.00	35.05	3.05	1.01	0.029	1.4	0.027
HN19001	Hona 2	436.17	440.89	4.72	0.80	0.023	-	0.025
HN19001	Hona 2	452.78	460.71	7.93	0.88	0.026	0.4	0.034
HN19002	Hona 2	224.33	227.38	3.05	0.59	0.017	-	0.012
HN19002	Hona 2	339.09	342.29	3.20	1.23	0.036	1.3	0.046
HN19002	Hona 2	369.27	373.56	4.29	0.55	0.016	-	0.028
HN19002	Hona 2	396.85	399.04	2.19	0.93	0.027	1.7	0.024
HN19002	Hona 2	445.24	446.53	1.29	3.05	0.089	0.8	0.029
HN19002	Hona 2	612.65	629.67	17.02	0.41	0.012	5.4	0.333

Peak Gold also drilled three holes at East Peak and one hole at North Saddle.  While sporadic intercepts of gold were found, it did not encounter the thickness required for development.  Significant gold intervals from 2019 drilling at East Peak prospect, Peak project, Alaska are shown in the Table 2 below.

Table 2: Significant Assays for 2019 East Peak Prospect Exploration Program

Drill Hole	Zone	From (meters)	To (meters)	Interval (meters)	Au (g/t)	Au (oz/ton)	Au (g/t)	Cu (%)
TET19446	East Peak	213.52	215.00	1.48	1.11	0.032	64.8	0.046
TET19447	East Peak	148.44	151.49	3.05	0.99	0.029	31.0	0.022
TET19447	East Peak	303.70	306.29	2.59	1.70	0.050	61.8	0.116
TET19447	East Peak	326.04	327.17	1.13	1.70	0.050	5.1	0.076
TET19447	East Peak	339.85	342.14	2.29	1.79	0.052	3.1	0.108
TET19447	East Peak	407.21	408.52	1.31	9.18	0.268	1.9	0.049
TET19448	East Peak	326.77	329.34	2.57	2.37	0.069	1.3	0.015

Brad Juneau, the Company’s President and CEO commented, “We are excited for Peak Gold to drill more core holes on the Hona Prospect, as it covers a large area with known intrusive and schist-hosted mineralization observed on the surface, and meaningful thickness of mineralized material as seen in Hole HN19002. Once all of the interpretation is complete, we expect the findings will support a decision by Peak Gold to resume drilling in 2020 on this prospect, as well as other promising exploration targets on our existing claims. We have sufficient cash on hand of approximately $5.5 million to fund our anticipated share of the follow up drilling by Peak Gold on Hona in 2020, but may consider other financing options should the Joint Venture budget a larger exploration effort next year.”

The Company also held its annual meeting of stockholders on November 13, 2019 and the following directors were elected:

Brad Juneau
Joseph S. Compofelice
Joseph G. Greenberg

Richard A. Shortz

Additionally, the Company’s Board of Directors re-appointed the following officers of the Company:

Brad JuneauChairman of the Board, President and Chief Executive Officer

Leah Gaines Vice President, Chief Financial Officer, Chief Accounting Officer, Treasurer and Secretary

The Company also appointed Moss Adams LLP as the independent auditors of the Company for the fiscal year ending on June 30, 2020.

The stockholders also approved the First Amendment to our Amended and Restated 2010 Equity Compensation Plan to effect an increase of an additional 500,000 shares of our common stock available for issuance thereunder.

The Company also announced that it filed its Form 10-Q for the quarter ended September 30, 2019 with the Securities and Exchange Commission on November 13, 2019.

The Company reported a net loss of $1.9 million or ($0.29) per basic and diluted share for the three months ended September 30, 2019 compared to a loss of $2.9 million or $(0.47) per basic and diluted share for the same period last year.

Figure 2

The Map on Figure 2 illustrates the location of significant gold as measured in surface rock samples, along with the core hole samples. The prospective area at Hona is several times larger than the Peak Area.   We expect Peak Gold to resume drilling on this project in 2020.

ABOUT CORE

CORE is a Houston-based company that engages in the exploration in Alaska for gold and associated minerals through Peak Gold, LLC, CORE’s joint venture company with Royal Alaska, LLC, a wholly owned subsidiary of Royal Gold, Inc.  Additional information can be found on our web page at www.contangoore.com.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements regarding CORE that are intended to be covered by the safe harbor “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995, based on CORE’s current expectations and includes statements regarding future results of operations, quality and nature of the asset base, the assumptions upon which estimates are based and other expectations, beliefs, plans, objectives, assumptions, strategies or statements about future events or performance (often, but not always, using words such as “expects”, “projects”, “anticipates”, “plans”, “estimates”, “potential”, “possible”, “probable”, or “intends”, or stating that certain actions, events or results “may”, “will”, “should”, or “could” be taken, occur or be achieved).  Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those, reflected in the statements.  These risks include, but are not limited to: the risks of the exploration and the mining industry (for example, operational risks in exploring for, developing mineral reserves; risks and uncertainties involving geology; the speculative nature of the mining industry; the uncertainty of estimates and projections relating to future production, costs and expenses; the volatility of natural resources prices, including prices of gold and associated minerals; the existence and extent of commercially exploitable minerals in properties acquired by CORE; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; the interpretation of exploration results and the estimation of mineral resources; the loss of key employees or consultants; health, safety and environmental risks and risks related to weather and other natural disasters); uncertainties as to the availability and cost of financing; CORE’s inability to retain or maintain its relative ownership interest in the Joint Venture;  inability to realize expected value from acquisitions; inability of our management team to execute its plans to meet its goals; and the possibility that government policies may change or governmental approvals may be delayed or withheld, including the inability to obtain any mining permits.  Additional information on these and other factors which could affect CORE’s exploration program or financial results are included in CORE’s other reports on file with the U.S. Securities and Exchange Commission.  Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from the projections in the forward-looking statements.  Forward-looking statements are based on the estimates and opinions of management at the time the statements are made.  CORE does not assume any obligation to update forward-looking statements should circumstances or management’s estimates or opinions change.

CONTACTS

Contango ORE, Inc.
Brad Juneau, (713) 877-1311
www.contangoore.com