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):    December 11, 2020

CONTANGO ORE, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-35770	27-3431051
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)
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, former address and former fiscal year, 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 (see General Instruction A.2.):

☐   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 1.01. Entry into a Material Definitive Agreement.  

Amended and Restated Management Services Agreement

On December 11, 2020, Contango ORE, Inc., a Delaware corporation (the “Company”), entered into a Second Amended and Restated Management Services Agreement (the “A&R MSA”) with Juneau Exploration, L.P., a Texas limited partnership (“JEX”), which amends and restates the Amended and Restated Management Services Agreement between the Company and JEX dated as of November 20, 2019. Pursuant to the A&R MSA, JEX will continue, subject to direction of the board of directors of the Company (the “Board”), to provide certain facilities, equipment and services used in the conduct of the business and affairs of the Company and management of its interest in Peak Gold, LLC (the “Joint Venture Company”), a joint venture company in which the Company currently holds a 30% interest. Pursuant to the A&R MSA, JEX will provide to the Company office space and office equipment, and certain related services. The A&R MSA will be effective for one year from December 1, 2020 and will renew automatically on a monthly basis thereafter unless terminated upon ninety days’ prior notice by either the Company or JEX. Pursuant to the A&R MSA, the Company will pay to JEX a monthly fee of $10,000, 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. The A&R MSA includes customary indemnification provisions.

Relationships

Brad Juneau, the Company’s Executive Chairman and director, is the sole manager of JEX. 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. 

A copy of the A&R MSA is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the A&R MSA 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 A&R MSA.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.  

Amendment No. 2 to the 2010 Equity Compensation Plan

On December 11, 2020, the Board, upon recommendation of the Compensation Committee of the Board (the “Compensation Committee”), adopted the Second Amendment (the “Amendment”) to the Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan (as amended, the “2010 Equity Compensation Plan”) to increase the maximum aggregate number of shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company with respect to which award grants may be made under the 2010 Equity Compensation Plan to any individual during a calendar year from 100,000 shares to 300,000 shares.

A copy of the Amendment is filed as Exhibit 10.2 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.

Amendment No. 1 to the Offer Letter of Rick Van Nieuwenhuyse

On December 11, 2020, the Company and Mr. Van Nieuwenhuyse entered into the First Amendment (the “Offer Letter Amendment”) to the Offer Letter, dated December 31, 2019 (the “Original Offer Letter”).  Pursuant to the Offer Letter Amendment, Mr. Van Nieuwenhuyse will receive discretionary awards of restricted stock and/or stock options pursuant to the 2010 Equity Compensation Plan in lieu of the Company adopting a new long term incentive plan.    Except as explicitly amended by the Offer Letter Amendment, the Original Offer Letter will continue in full force and effect in accordance with its terms.

A copy of the Offer Letter Amendment is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the Offer Letter 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 Offer Letter Amendment.

Named Executive Officer Compensation

On December 11, 2020, the Board, upon recommendation of the Compensation Committee, approved the following annual base salaries payable by the Company for the calendar year 2021 for the Company’s named executive officers listed in the Company’s Proxy Statement (as defined below) for the 2020 Annual Meeting of Stockholders (the “AnnualMeeting”):

Name and Title	2021 Base Salary
Rick Van Nieuwenhuyse President and Chief Executive Officer	$400,000
Brad Juneau Executive Chairman	$275,000
Leah Gaines Vice President, Chief Financial Officer, Chief Accounting Officer, Treasurer and Secretary	$270,000

Also on December 11, 2020, the Board, upon recommendation of the Compensation Committee, approved grants of restricted stock to the Company’s named executive officers under the 2010 Equity Compensation Plan, pursuant to the terms of the 2010 Equity Compensation Plan and the Form of Restricted Stock Award Agreement, in the following amounts:

Name and Title	Number of Shares of Restricted Stock
Rick Van Nieuwenhuyse President and Chief Executive Officer	75,000
Brad Juneau Executive Chairman	20,000
Leah Gaines Vice President, Chief Financial Officer, Chief Accounting Officer, Treasurer and Secretary	10,000

    In addition, the Board, upon recommendation of the Compensation Committee, granted 23,333 shares of restricted stock under the 2010 Equity Compensation Plan to Mr. Van Nieuwenhuyse pursuant to the Contango ORE, Inc. Short Term Incentive Plan for the benefit of Rick Van Nieuwenhuyse, dated June 10, 2020 and the Form of Restricted Stock Award Agreement.

               Pursuant to the Form of Restricted Stock Award Agreement, the shares of restricted stock will vest on January 1, 2023, subject to acceleration upon a change of control of the Company. A copy of the Form of Restricted Stock Award Agreement is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the Form of Restricted Stock Award Agreement 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 Form of Restricted Stock Award Agreement.

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 11, 2020, at the Annual Meeting, the Company’s stockholders approved the proposal to amend the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of its Common Stock from 30,000,000 shares to 45,000,000 shares (the “Certificate of Incorporation Amendment”). The Certificate of Incorporation Amendment was described under “Proposal 3” in the definitive proxy statement on Schedule 14A delivered to the Company’s stockholders in connection with the Annual Meeting and filed with the SEC on November 9, 2020 (as supplemented by Supplement to Schedule 14A filed with the SEC on November 25, 2020) (the “Proxy Statement”), which description is incorporated herein by reference.  The Company filed the Certificate of Incorporation Amendment with the Secretary of State of the State of Delaware, and it became effective, on December 14, 2020.

A copy of the Certificate of Incorporation Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the Certificate of Incorporation 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 Certificate of Incorporation Amendment.

Item 5.05.Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On December 11, 2020, the Board approved and adopted a new Corporate Code of Business Conduct and Ethics (the “Code of Ethics”), effective as of such date. The Code of Ethics applies to all officers, directors and employees of the Company and its subsidiaries, including but not limited to the Company’s principal executive officer, principal financial officer and principal accounting officer and controller. The new Code of Ethics replaced the Company’s previous Code of Ethics in its entirety and updated and clarified topics previously addressed in the prior Code of Ethics and other policy documents, including conflicts of interest, business and trade practices, use of Company property, preparation of reports under the Securities Exchange Act of 1934 (the “Exchange Act”) and employment practices. The adoption by the Board of the new Code of Ethics did not result in any explicit or implicit waiver with respect to any director, officer or employee of the Company from any provision of the prior Code of Ethics.

A copy of the Code of Ethics is filed as Exhibit 14.1 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the Code of Ethics 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 Code of Ethics. The Code of Ethics will also be available on the Company’s website at www.contangoore.com.

Item 5.07.Submission of Matters to a Vote of Security Holders.

At the Annual Meeting on December 11, 2020, the Company’s stockholders were asked to consider and vote upon the following proposals:

1. To elect five persons to serve as directors of the Company until the annual meeting of stockholders in 2021;

2. To ratify the appointment of Moss Adams LLP as the independent auditors of the Company for the fiscal year ending June 30, 2021;

3. To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of its Common Stock from 30,000,000 shares to 45,000,000 shares;

4. To conduct a non-binding advisory vote to approve the compensation of the Company’s named executive officers;

5. To conduct a non-binding, advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers; and

6. To approve the grant of discretionary authority to the chairman of the Annual Meeting to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting to approve any of Proposals 1-5.

As of November 6, 2020, the record date for the Annual Meeting, the Company had outstanding 5,994,667 shares of Common Stock.

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

1. Proposal 1: Each of the director nominees was elected to the Board to serve as a director until the 2021 annual meeting of stockholders of the Company and until his respective successor is duly elected and qualified:

Name	For	Against	Abstain	Broker Non-Votes
Brad Juneau	4,905,074	22,170	795	456,898
Rick Van Nieuwenhuyse	4,905,395	21,849	795	456,898
Joseph S. Compofelice	4,460,246	466,998	795	456,898
Joseph G. Greenberg	4,459,866	467,378	795	456,898
Richard A. Shortz	4,460,271	466,973	795	456,898

2. Proposal 2: The proposal to ratify the appointment of Moss Adams LLP as the independent auditors of the Company for the fiscal year ending June 30, 2021 was approved by the following number of votes:

For	Against	Abstain	Broker Non-Votes
5,384,374	79	484	¾

3. Proposal 3:   The proposal to approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of its Common Stock from 30,000,000 shares to 45,000,000 shares was approved by the following number of votes:

For	Against	Abstain	Broker Non-Votes
4,960,791	418,881	5,265	¾

4. Proposal 4: The proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers was approved by the following number of votes:

For	Against	Abstain	Broker Non-Votes
4,920,448	1,343	6,248	456,898

5. Proposal 5: The proposal to approve, on a non-binding, advisory basis, the frequency of the advisory vote on the compensation of the Company’s named executive officers was approved to be on an annual basis by the following number of votes:

One Year	Two Years	Three Years	Abstain	Broker Non-Votes
4,204,919	445,277	271,406	6,437	456,898

6. Proposal 6: The proposal to approve the grant of discretionary authority to the chairman of the Annual Meeting to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting to approve any of Proposals 1-5 was approved by the following number of votes:

For	Against	Abstain	Broker Non-Votes
5,339,885	43,839	1,213	¾

No other business properly came before the Annual Meeting.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on December 11, 2020 relating to the 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. On December 11, 2020, the Company made available an annual meeting presentation to its stockholders at its Annual Meeting. A copy of this presentation titled “Contango ORE AGM Presentation” is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is available on the Company’s website at www.contangoore.com.

The Company’s presentation furnished as Exhibit 99.2 to this Current Report contains non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP.  Reconciliations of these non-GAAP financial measures are not included in the furnished presentation due to the inherent difficulty and impracticality of quantifying certain amounts that would be required to calculate the most directly comparable GAAP financial measures. In addition, certain of the non-GAAP financial measures have been prepared by Kinross Gold Corporation, the Company’s partner in, and the manager of, the Joint Venture Company, and are based on International Financial Reporting Standards (IFRS) accounting standards and detailed information to which the Company has not had access to at this time. As a result, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measure without unreasonable efforts.

The information included herein and in Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of 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 exhibits constitute “forward-looking statements.” In particular, they include statements relating to future actions, strategies, future operating and financial performance, ability to realize the anticipated benefits of the recent transactions with an affiliate of Kinross Gold Corporation 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
3.1	Certificate of Amendment to Certificate of Incorporation of Contango ORE, Inc.
10.1	Second Amended and Restated Management Services Agreement, dated as of December 11, 2020, between Contango ORE, Inc. and Juneau Exploration, L.P.
10.2	Second Amendment to the Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan.
10.3	First Amendment to the Offer Letter of Rick Van Nieuwenhuyse, dated December 11, 2020.
10.4	Form of Restricted Stock Award Agreement.*
14.1	Corporate Code of Business Conduct and Ethics of Contango ORE, Inc.
99.1	Press Release, dated December 11, 2020.
99.2	Annual Meeting Presentation, dated December 11, 2020.

* Exhibits and schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished supplementally to the SEC upon request.

SIGNATURES

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, Chief Financial Officer, Chief Accounting
Officer, Treasurer and Secretary

Dated: December 17, 2020

EX-3.1

 Exhibit 3.1

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
CONTANGO ORE, INC.

Contango ORE, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows pursuant to Section 242 of the DGCL:

FIRST: This Certificate of Amendment amends the Certificate of Incorporation of the Corporation filed in the Office of the Secretary of State of the State of Delaware on September 1, 2010, as may be amended from time to time (the “Certificate of Incorporation”).

SECOND: The Board of Directors of the Corporation, acting in accordance with the provisions of Section 242 of the DGCL, adopted resolutions setting forth an amendment to the Certificate of Incorporation of the Corporation to increase the total number of authorized shares of Common Stock of the Corporation and declaring said amendment to be advisable and in the best interests of the Corporation, as follows:

RESOLVED, that the second sentence of Article IV of the Corporation’s Certificate of Incorporation, be, and hereby is, amended to read as follows:

“The number of shares of Common Stock authorized to be issued is forty-five million (45,000,000), par value $0.01 per share, and the number of shares of Preferred Stock authorized to be issued is fifteen million (15,000,000), par value $0.01 per share; the total number of shares of stock which the Corporation is authorized to issue is sixty million (60,000,000).”

THIRD: That at the 2020 Annual Meeting of the Stockholders held on December 11, 2020 the foregoing amendment to Article IV was duly approved by more than a majority of voting power of the outstanding shares of Common Stock, par value $0.01 per share, of the Corporation in accordance with Section 242 of the DGCL.

FOURTH: The foregoing amendment shall be effective as of 5:00 p.m., Eastern Time, on the date of filing of this Certificate of Amendment with the Secretary of State of the State of Delaware.

FIFTH: All other provisions of the Certificate of Incorporation shall remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed and attested by its duly authorized officer this 11^th day of December, 2020.

 

CONTANGO ORE, INC.


By:         /s/ Rick Van Nieuwenhuyse                             

Name:    Rick Van Nieuwenhuyse
Title:      President and Chief Executive Officer

EX-10.1

 Exhibit 10.1

SECOND AMENDED AND RESTATED

MANAGEMENT SERVICES AGREEMENT

This Second Amended and Restated Management Services Agreement (this “Agreement”) dated as of December 11, 2020, and effective as of December 1, 2020 (the “Effective Date”), is entered into by and between Contango ORE, Inc., a Delaware corporation (“CORE”) and Juneau Exploration, L.P., a Texas limited partnership (“JEX”).  CORE and JEX may be referred to herein collectively as the “Parties” or individually as a “Party”.

RECITALS

A.As of the Effective Date, CORE is in the business of exploring in the State of Alaska for gold ore and associated minerals through Peak Gold, LLC, a Delaware limited liability company (the “Joint Venture Company”) jointly owned with a subsidiary of Kinross Gold Corporation.

B.CORE and JEX entered into that certain Management Services Agreement, dated as of October 1, 2016 (the “Original Agreement”), whereby JEX agreed to provide CORE certain managerial, financing, accounting and administrative services in connection with CORE’s business affairs. On November 20, 2019 CORE and JEX entered in the Amended and Restated Management Services (the “First Amended and Restated MSA”, whereby JEX agreed to provide CORE with certain managerial, financing, accounting and administrative services in connection with CORE’s business affairs.

C.CORE and JEX desire to amend and restate the First Amended and Restated MSA to evidence their agreement regarding certain changes to the fees payable to JEX in consideration of the services it provides to CORE.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, CORE and JEX agree, as follows:

1.Services.

(a)Subject to the terms and conditions set forth in this Agreement, JEX shall perform in good faith such services as may be reasonably requested from time to time by the Board of Directors of CORE (the “Board”), including, but not limited to, the services (the “Services”) set forth in the Scope of Work attached hereto and incorporated herein as Exhibit A (“Scope of Work”).  JEX agrees to perform the Services for CORE.

(b)CORE may, from time to time, request changes in the Scope of Work.   Any changes to the Scope of Work must be mutually agreed upon between JEX and CORE before they are incorporated in written amendments to Exhibit A of this Agreement.

(c)JEX shall perform all Services as required during the Term of this Agreement.

2.Term of Agreement.  This Agreement shall remain in full force and effect for a term of one (1) year from the Effective Date and each month thereafter unless terminated upon ninety (90) days’ prior written notice by either Party (the “Term”).

3.Compensation.  During the Term of this Agreement and in consideration of the Services performed by JEX hereunder, JEX shall be entitled to receive the following:

(a)A monthly payment in the amount of $10,000 beginning the Effective Date during the Term, which payment includes an allocation of $6,900 per month for costs for office space but excludes any allocation of payment pursuant to this Agreement to Mr. John B. Juneau who serves as the Executive Chairman and Chief Executive Officer of CORE.

(b)Reimbursement for expenses, legal costs, filing fees, SOX fees, and other third party fees incurred by JEX as well as all other reasonable and necessary expenses incurred by JEX in providing the Services (collectively, “Reimbursable Expenses”).

4.Payments.  CORE shall promptly pay to JEX all Service Fees monthly in advance and all Reimbursable Expenses upon submission of satisfactory evidence of payment by JEX.  CORE shall not withhold, nor shall CORE be obligated to withhold, taxes or deductions from payments made to JEX.  JEX shall pay, and shall be solely responsible for payment of any applicable taxes on payments made by CORE to JEX for Services rendered under this Agreement.

5.Ownership of Work Product.  All reports, documents or other written material developed by JEX in the performance of this Agreement shall be and remain the property of CORE without restriction, claim, lien or limitation upon its use or dissemination by CORE.

6.Confidential Status; Disclosure of Information.  All agreements, data, reports, documents, materials or other information developed or received by JEX or provided to JEX by or on behalf of CORE shall be deemed confidential and shall not be disclosed by JEX without the prior written consent of CORE.  CORE shall grant such consent if disclosure is legally required by applicable law.

7.Independent Contractor.

(a)JEX is an independent contractor and shall have no power to bind CORE or to incur any debt, obligation or liability on behalf of CORE.  CORE shall not have power to bind JEX or to incur any debt, obligation or liability on behalf of JEX.

(b)JEX shall pay all required taxes on amounts paid to JEX under this Agreement.

(c)JEX shall fully comply with all applicable laws in rendering the Services.

(d)CORE is not and shall not be obligated to provide any employee benefits to JEX.

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8.Indemnification.   To the fullest extent permitted by law, CORE shall, at its sole respective cost and expense, defend, protect, indemnify, and hold harmless JEX, its partners and its and their respective officers, attorneys, agents, employees, successors, and assigns (collectively, “JEX Indemnitees”) from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, expert witnesses, or other professionals and all costs associated therewith (collectively, “Claims”), resulting from any negligent act, error, omission or failure to act by CORE (“CORE Indemnitor”) or, as applicable, its officers, agents, servants, employees, subcontractors, material men, suppliers or their respective officers, agents, servants or employees in connection with, resulting from, or related to this Agreement.  Subject to paragraph 10 below, to the fullest extent permitted by law, JEX shall, at its sole cost and expense, defend, protect, indemnify, and hold harmless CORE and its officers, attorneys, agents, employees, successors, and assigns (collectively, “CORE Indemnitees” and together with the JEX Indemnitees, the “Indemnitees”) from and against any and all Claims resulting from any acts constituting bad faith, willful misconduct or gross negligence by JEX (“JEX Indemnitor” and together with CORE Indemnitor, “Indemnitor”) or, as applicable, its officers, agents, servants, employees, subcontractors, material men, suppliers or their respective officers, agents, servants or employees in connection with, resulting from, or related to this Agreement.  This indemnity provision is effective regardless of any prior, concurrent, or subsequent passive negligence by Indemnitees and shall operate to fully indemnify Indemnitees against any such negligence.  This indemnity provision shall survive the termination of the Agreement and is in addition to any other rights or remedies which Indemnitees may have under the law or at equity.  Payment is not required as a condition precedent to an Indemnitee’s right to recover under this indemnity provision, and an entry of judgment against Indemnitor shall be conclusive in favor of the Indemnitee’s right to recover under this indemnity provision.  Indemnitor shall pay Indemnitees for any attorneys’ fees and costs incurred in enforcing this indemnification provision.  This indemnity is effective without reference to the existence or applicability of any insurance coverages which may have been required under this Agreement or any additional insured endorsements which may extend to Indemnitees.  This indemnity provision shall survive the termination of this Agreement and is in addition to any other rights or remedies which Indemnitees may have under the law.

9.Limitations on Liability.   Notwithstanding anything to the contrary, neither Party shall be liable to the other Party for any punitive, incidental, special, exemplary or consequential damages arising in connection with or with respect to this Agreement.

10.Limits of JEX Responsibility.  JEX assumes no responsibility other than to render the Services described herein in good faith and shall not be responsible for any action of CORE in following or declining to follow any advice or recommendation of JEX.  JEX, its partners, officers, employees and affiliates (“JEX Persons”) will not be liable to CORE, its shareholders, or others, except by reason of acts constituting bad faith, willful misconduct or gross negligence of JEX Persons in the provision of Services.  CORE shall reimburse, indemnify and hold harmless JEX Persons for and from any and all Claims of any nature whatsoever in respect to or arising in connection with any acts or omissions of CORE and its affiliates and any acts or omissions of any JEX Person undertaken in good faith and in accordance with the standard set forth above.  The terms of this paragraph 10 shall survive the termination of this Agreement.

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11.Mutual Cooperation.

(a)CORE shall provide JEX with all pertinent data, documents and other requested information as is reasonably available for the proper performance of the Services by JEX.

(b)In the event any claim or action is brought by a third party against CORE relating to JEX’s performance in connection with this Agreement, JEX shall render any assistance that CORE may reasonably request.

12.Notices.

Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on:  (a) the day of delivery if delivered by hand or overnight courier service during CORE’s and JEX’s regular business hours; or (b) on the third (3rd) business day following deposit in the United States mail, postage prepaid, to the addresses heretofore below, or to such other addresses as the Parties may, from time to time, designate in writing.

If to CORE:


Contango ORE, Inc.

3700 Buffalo Speedway, Suite 925
Houston, Texas 77098
Attention:  Leah Gaines
Phone: (713) 960-1379

If to JEX:


Juneau Exploration L.P.
3700 Buffalo Speedway, Suite 925
Houston, Texas 77098
Attention:  John B. Juneau
Phone: (713) 805-4086

13.Governing Law.  This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of Texas.

14.Dispute Resolution; Arbitration.  In the event that there is any controversy, claim or dispute between the Parties arising out of or related to this Agreement, the Parties shall for a period of thirty (30) days attempt in good faith to negotiate a resolution.   If the Parties are unable in such time period to resolve the controversy, claim or dispute, either Party may, by written notice to the other Party, request that the matter be submitted to arbitration under and pursuant to the applicable commercial arbitration rules and procedures of the American Arbitration Association.  The arbitration shall be held in Houston, Texas.  The arbitrator(s) shall have no affiliation or relationship with either Party or their counsel and, when feasible, shall have training or experience in the subject matter of the dispute.  Any award or decision rendered pursuant to such rules and procedures shall be final and binding on each of the Parties hereto and their respective successors and assigns.  Such decision or award shall be in writing signed by the arbitrator(s) and shall state the reasons upon which the decision or award is based.  The arbitrator(s), in deciding any dispute, controversy or claim arising under this Agreement as provided in this Section 14, shall look to the substantive laws of the State of Texas for the resolution of the dispute, controversy or claim.  Judgment on any decision or award pursuant hereto may be entered in any court having jurisdiction thereof.

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15.No Partnership or Joint Venture.  CORE and JEX are not partners or joint venturers with each other and neither the terms of this Advisory Agreement nor the fact that CORE and JEX have joint interests in any one or more investments shall be construed so as to make them partners or joint venturers or impose any liability as such partners or joint venturers or impose any liability as such on either of them.

16.Fidelity Bond.  JEX shall not be required to obtain or maintain a fidelity bond in connection with the performance of its services hereunder.

17.Board of Directors and Officers.  Mr. John B. Juneau is a member of the Board of Directors of CORE and is Executive Chairman of CORE.  Mr. Juneau shall be compensated separately from the terms of this Agreement as determined in the sole discretion of the independent Directors of the Board of CORE.  Ms. Leah Gaines, Vice President and Chief Financial Officer of CORE, and any other employees of JEX who provide Services pursuant to this Agreement will also be compensated separately from the terms of this Agreement as determined in the sole discretion of the independent Directors of the Board of CORE. Mr. Juneau and Ms. Gaines while serving as Officers or Directors of CORE, shall be included in all insurance coverages that CORE may have for its Officers and Directors.

18.JEX Interests.  Nothing herein shall prevent JEX, Juneau nor any employee of Juneau from (i) continuing to own stock or stock options in CORE, and (ii) engaging in any other business or enterprise, including engaging in oil and gas exploration, development and production.

19.Further Assurances. Each of the Parties hereto shall do such further acts, shall perform such further actions, and shall execute and deliver such additional agreements and instruments as the other Party may reasonably require to consummate, evidence or confirm the agreements and understandings contained herein in the manner contemplated hereby.

20.No Assignment.  JEX shall not assign or transfer any interest in this Agreement nor the performance of any of JEX’s obligations hereunder, nor shall it subcontract any of the Services or the Scope of Work without the prior written consent of CORE.

21.Time Is Of The Essence.  Time is hereby expressly declared to be of the essence of this Agreement and of each and every provision hereof; and each and every provision hereof is hereby declared to be and made a material, essential and necessary part of this Agreement.

22.Exhibits; Precedence.  All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement.  In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

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23.Entire Agreement and Amendments.  This Agreement, and any other documents incorporated herein by specific reference, represent the entire and integrated agreement between JEX and CORE.  This Agreement supersedes all prior oral or written negotiations, representations or agreements.  This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the Parties which expressly refers to this Agreement.

24.Severability.  Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law.  If any provision of this Agreement, is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect.

25.Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

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WHEREFORE, the Parties hereto have executed this Agreement as of the date first above written.

CONTANGO ORE, INC.

By:	/s/ Rick Van Nieuwenhuyse
Name:	Rick Van Nieuwenhuyse
Title:	President and Chief Financial Officer

JUNEAU EXPLORATION, L.P.


By: Juneau GP, LLC

its General Partner

By:	/s/ John B. Juneau
Name:	John B. Juneau
Title:	President

 

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Exhibit A


Scope of Work

1.Services.  Subject to the supervision of the Board and upon its direction, and consistent with the provisions of the CORE’s Certificate of Incorporation and Bylaws, JEX shall:

(a)provide office space and office equipment, the use of accounting or computing equipment when required, and provide personnel necessary for the performance of the foregoing services; and

(b)from time to time, or at any time requested by the Board, provide reports to the  Board as may be reasonably requested.

EX-10.2

 Exhibit 10.2

SECOND AMENDMENT TO THE

CONTANGO ORE, INC. AMENDED AND RESTATED

2010 EQUITY COMPENSATION PLAN

This Second Amendment (the “Amendment”) to the Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan, as adopted September 15, 2017 and as subsequently amended (the “Plan”), 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;

WHEREAS, the Board approved the First Amendment to the Amended and Restated 2010 Equity Compensation Plan, which was approved by stockholders on November 13, 2019;

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; and

WHEREAS, the Board now desires to amend the Plan to increase the number of shares of Company Stock available for Grants under the Plan to any individual during any calendar year.

NOW, THEREFORE, BE IT RESOLVED, the Plan is hereby amended as set forth below:

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

Individual Limits. All Grants under the Plan shall be expressed in shares of Company Stock. The maximum aggregate number of shares of Company Stock with respect to which all Grants may be made under the Plan to any individual during any calendar year shall 300,000 shares, subject to adjustment as described in subsection (d) below. The individual limits of this subsection (c) shall apply without regard to whether the Grants are to be paid in Company Stock or cash. All cash payments (other than with respect to Dividend Equivalents) shall equal the Fair Market Value of the shares of Company Stock to which the cash payments relate. A Participant may not accrue Dividend Equivalents during any calendar year in excess of $500,000.

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

EX-10.3

 Exhibit 10.3

December 11, 2020

Rick Van Nieuwenhuyse

Contango ORE, Inc.

3700 Buffalo Speedway, Ste. 925

Houston, TX 77098

Dear Rick:

This letter is intended to amend the terms of Contango ORE, Inc.’s offer letter to you dated December 31, 2019 (the “Original Offer Letter”).

As we have discussed, in lieu of establishing a new Long Term Incentive Plan, the Company will grant to you discretionary awards of restricted stock and stock options pursuant to the existing Contango ORE, Inc. Second Amended and Restated 2010 Equity Compensation Plan, to reward long-term performance by you and the Company.

Except as explicitly amended by this letter, the Original Offer Letter shall continue in full force and effect in accordance with its terms. As amended by this letter, the Original Offer Letter contains the entire agreement of the parties with respect to its subject matter and supersedes all previously existing agreements and all other oral, written or other communications, negotiations and representations between them concerning its subject matter. This letter agreement shall not be modified in any way except by a writing subscribed to by both parties.

	Agreed and accepted:
Sincerely,
/s/ Brad Juneau	/s/ Rick Van Nieuwenhuyse
Brad Juneau	Rick Van Nieuwenhuyse
Executive Chairman	President and Chief Executive Officer

EX-10.4

 Exhibit 10.4

CONTANGO ORE, INC.

 FORM OF RESTRICTED STOCK AWARD AGREEMENT

WHEREAS, this Restricted Stock Award Agreement (this “Agreement”) is made as of [_______________]by and between Contango ORE, Inc., a Delaware corporation (the “Company”), and [___________](the “Participant”).  Unless otherwise defined herein, capitalized terms used in this Agreement shall have the same meaning ascribed to them in the 2010 Equity Compensation Plan (the “Plan”).

WHEREAS, the Participant serves as an executive officer of the Company and the Participant’s continued service in such capacity is considered by the Company to be important for the Company’s continued growth and financial success; and

WHEREAS, the Board has determined it appropriate to award the Participant shares of the Company’s common stock under the Plan, in furtherance of the purposes of the Plan by providing the Participant with a meaningful incentive to remain as an executive officer and by securing other benefits for the Company; and

WHEREAS, the Company desires to confirm such stock award and to set forth the terms and conditions of such award, and the Participant desires to accept such award and agree to the terms and conditions thereof, as set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1.Stock Award.  The Company hereby awards and issues to the Participant [______________] of the Company’s common stock (the “Issued Shares”) under and pursuant to the Plan, effective as of [________________](the “Grant Date”) with a close of day price of [$______].  The following vesting provisions shall be in effect for the Issued Shares:

(i)The Issued Shares are unvested and subject to forfeiture pursuant to the terms of this Agreement (the “Restricted Stock”) and are hereby awarded to the Participant in consideration of the continued service the Participant is to render the Company over the vesting period set forth in Section 3 of this Agreement.  The Restricted Stock is subject to all of the applicable terms and conditions set forth in this Agreement and the Plan, including the transfer restrictions set forth in Section 4 and the escrow requirements of Section 5.

2.Participant’s Rights.  Subject to the terms hereof, the Participant shall have all stockholder rights with respect to all of the Issued Shares subject to this Agreement, whether or not those shares are at the time held in escrow hereunder, including (without limitation) the right to vote those shares and to receive any cash dividends declared thereon.

3.Vesting Schedule.  The Participant shall vest in the Restricted Stock on the first to occur of (i) [__________, 20___] (ii) the occurrence of Change of Control, as defined in the Plan, or (iii) the date the Participant ceases to be an executive office of the Company on account of death or Permanent Disability.  The term “Permanent Disability” shall mean the failure of the Board to elect the Participant as an executive officer or as an employee by reason of permanent and total disability within the meaning of Section 22(e)(3) of the Internal Revenue Code.

  Restriction on Transfer of Restricted Stock.  Except for the escrow described in Section 5 or the transfer of the shares of Restricted Stock to the Company or its assignees in accordance with the terms of this Agreement, none of the shares of Restricted Stock subject to this Agreement or any beneficial interest therein shall be transferred, encumbered or otherwise disposed of in any way until such shares vest and are thereby released from all forfeiture provisions in accordance with the provisions of this Agreement.

4.Restricted Stock Escrow.  As security for the faithful performance of the terms of this Agreement with respect to the Restricted Stock and to insure the availability of such Restricted Stock for delivery to the Company upon forfeiture pursuant to the vesting provisions set forth in Section 3, the Participant agrees to deliver to and deposit with the secretary of the Company, or such other person designated by the Company (the “Escrow Agent”), as Escrow Agent in this transaction, a stock assignment duly endorsed (with date and number of shares blank) in the form attached hereto as Exhibit A, together with the certificate or certificates evidencing the shares of Restricted Stock; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Joint Escrow Instructions of the Company and the Participant set forth in Exhibit B attached hereto, which instructions shall also be delivered to the Escrow Agent.  Subject to the provisions of this Agreement and the Joint Escrow Instructions, the Participant shall have all rights and privileges of a shareholder of the Company with respect to the Restricted Stock deposited in said escrow.

5.Investor Representations.  Participant represents that he/she is acquiring the Issued Shares for his/her own account for investment and has no present intent to resell or distribute all or any portion of the Issued Shares. Participant agrees that the Issued Shares will be sold or otherwise disposed of only in accordance with applicable federal and state statutes, rules and regulations.

6.Legends.

A.The share certificate evidencing the Restricted Stock issued hereunder shall be endorsed with the following legend (in addition to any legend required under applicable state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND FORFEITURE PROVISIONS AS SET FORTH IN THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE PARTICIPANT, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THESE SHARES SHALL BE VALID OR EFFECTIVE UNLESS MADE IN COMPLIANCE WITH ALL OF THE TERMS AND CONDITIONS OF SUCH AGREEMENT.

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7.Adjustment.  All references to the number of Issued Shares in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend, recapitalization or other similar change in the outstanding shares of the Company’s outstanding common stock effected with the Company’s receipt of the consideration that may occur after the date of this Agreement as set forth in the Plan.  Any new, substituted or additional securities or other property (including cash paid on the shares of Restricted Stock other than as a regular cash dividend) which is distributed with respect to the Issued Shares pursuant to the Plan shall be immediately subject to the applicable transfer restrictions under Section 4 or Section 6 and the applicable escrow requirements under Section 5 or Section 6, but only to the extent the Issued Shares are at the time covered by such restrictions or escrow requirements.

8.Tax Consequences.  The Participant understands that under Section 83 of the Code, the fair market value of the shares of Restricted Stock on the date the forfeiture restrictions applicable to those shares lapse will be reportable as ordinary income at that time.  The Participant understands that the Participant may elect to be taxed at the time the shares of Restricted Stock are issued and thereby recognize ordinary income equal to the fair market value of those shares at the time of issuance, rather than when those shares of Restricted Stock subsequently vest and cease to be subject to forfeiture restrictions. Should the Participant decide to make such election, the Participant must file the requisite election form under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days after the issuance date of the Restricted Stock. The form for making this election is attached hereto as Exhibit D.  Participant understands that failure to make this filing within the thirty (30) day period will result in the recognition of ordinary income by the Participant as the forfeiture restrictions lapse.

In the event that the Participant files, under Section 83(b) of the Code, an election to be taxed upon the issuance of the Restricted Stock and recognize ordinary income on the issuance date of the Restricted Stock, the Participant shall at the time of such filing notify the Company of the making of such election and furnish a copy of the notice to the Company.

THE PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON PARTICIPANT’S BEHALF.  PARTICIPANT IS RELYING SOLELY ON PARTICIPANT’S ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) ELECTION.

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The Participant shall make arrangements satisfactory to the Company, or, in the absence of such arrangements, the Company or any Parent or Subsidiary may deduct from any payment to be made to Participant any amount necessary, to satisfy requirements of federal, state, local, or foreign tax law to withhold taxes or other amounts with respect to the issuance of the Restricted Stock or the expiration of the forfeiture provisions applicable to the Restricted Stock.

The Vested at Issuance Shares shall result in the Participant’s immediate recognition of ordinary income, at the time of such issuance, in an amount equal to the fair market value of the those shares on the issuance date.  The Participant shall make arrangements satisfactory to the Company to satisfy all applicable requirements of federal, state, local, or foreign tax law to withhold taxes or other amounts with respect to the Vested at Issuance Shares.

9.No Impairment of Rights.  Nothing contained in this Agreement shall be deemed to interfere with or otherwise restrict the rights of the Company or the Company’s stockholders to remove the Participant from the Board at any time in accordance with the provisions of applicable law.

10.Indemnification.  The Participant agrees to hold harmless and indemnify the Company for any and all liabilities resulting to it through violation by the Participant of the warranties and representations made by the Participant in, and other provisions of, this Agreement.

11.Termination.  This Agreement, and the respective rights and obligations of the Participants hereto, shall terminate upon the earliest to occur of the following: (i) the expiration of ten (10) years from the date of this Agreement; or (ii) the agreement among the parties hereto to terminate the Agreement.

12.General Provisions.

(a)This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of Delaware.

(b)Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to the Participant at his address shown on the Company's records and to the Company at the address of its principal corporate offices (attention: President) or at such other address as such party may designate by ten (10) days' advance written notice to the other party hereto.

Any notice to the Escrow Agent shall be sent to the Company’s address with a copy to the other party hereto.

(c)The rights of the Company under this Agreement shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns.  The rights and obligations of the Participant under this Agreement may not be assigned; however, such rights and obligations shall inure to the benefit of, and be binding upon, the heirs, executors, administrators of the Participant’s estate.

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(d)Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement.  The rights granted both parties hereunder are cumulative and shall not constitute a waiver of either party’s right to assert any other legal remedy available to it.

(e)The Participant agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement.

(f)The Issued Shares have been awarded to the Participant under the Plan, a copy of which, together with official prospectus for such Plan, has been previously provided to the Participant.  All of the terms, conditions, and other provisions of the Plan are hereby incorporated by reference into this Agreement.  If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern.  The Participant hereby acknowledges such prior receipt of a copy of the Plan and the prospectus for the Plan and agrees to be bound by all the terms and provisions of this Agreement and the Plan (as presently in effect or hereafter amended), rules and regulations adopted from time to time thereunder, and by all decisions and determinations of the Board and the Committee made from time to time thereunder.

Captions in this Agreement are for convenience of reference only and shall not be considered in the construction hereof.  Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.  Any requirement of time made hereinabove shall be of the essence of this Agreement.

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first written above.

PARTICIPANT
__________________________________	______________________________
Signature	Number of Shares
___________________________________
Print Name
CONTANGO ORE, INC.
By: Name: Title:

Exhibit A

ASSIGNMENT SEPARATE FROM CERTIFICATE

-Exhibit A-

Exhibit B

JOINT ESCROW INSTRUCTIONS

-Exhibit B-

Exhibit C

CONSENT OF SPOUSE

-Exhibit C-

Exhibit D

FORM OF ELECTION UNDER SECTION 83(B)

OF THE INTERNAL REVENUE TAX CODE

-Exhibit D-

EX-14.1

 Exhibit 14.1

CONTANGO ORE, INC.
CORPORATE CODE OF BUSINESS CONDUCT AND ETHICS
(Adopted as of December 11, 2020)

The Board of Directors (the “Board”) of Contango ORE, Inc., a Delaware corporation (the “Company”) has adopted this Corporate Code of Business Conduct and Ethics (this “Code”), which provides basic principles and guidelines to assist directors, officers and other employees of the Company and its subsidiaries in complying with the legal and ethical requirements governing the Company’s business conduct. This Code covers a wide range of business practices and procedures but does not cover every issue that may arise.

The Company reserves the right to add to, modify and rescind this Code or any portion of it at any time. This Code governs in the event of any conflict or inconsistency between this Code and any other materials distributed by the Company. If a law conflicts with a policy in this Code, you must comply with the law.

You should read this Code carefully, ask questions of the Company’s Chief Financial Officer or such other officer designated by the Board (as applicable, the “Compliance Officer”) and promptly sign and return the certification attached as Annex A acknowledging receipt of this Code to:

Contango ORE, Inc.
3700 Buffalo Speedway, Suite 925
Houston, Texas 77098
Attention: Compliance Officer

The Company’s Compliance Officer is responsible for ensuring that all of the Company’s directors, officers and other appropriate employees (as set forth herein) promptly sign and return the attached certification acknowledging receipt of this Code.

I. STATEMENT OF PRINCIPLES

A. Basic Standards

The Company’s fundamental policy is to conduct its business with honesty and integrity in accordance with the highest legal and ethical standards. The Company and its directors, officers and other employees must comply with all applicable legal requirements of the United States and each other country in which the Company conducts business.

B. Individual Responsibility and Compliance

This Code provides guidance for specific situations that may arise. However, each director, officer and other employee has the responsibility to exercise good judgment so as to act in a manner that will reflect favorably upon the Company and the individual.

The Company’s directors, officers and other employees must comply with the spirit as well as the letter of this Code. Directors, officers and other employees must not attempt to achieve indirectly, through the use of agents or other intermediaries, what is prohibited directly by this Code.

Employees will not be penalized for good faith reporting of violations or suspected violations of this Code or for cooperating with any Company investigation. Retaliation and threats of retaliation against any employee who complains about, reports, participates or assists in an investigation of a suspected violation are prohibited, and disciplinary action, including dismissal of any officer or other employee where warranted, will be taken if the Board determines that any such retaliation or threat of retaliation has taken place.

For the avoidance of doubt, nothing in this Code is to be interpreted or applied in any way that prohibits, restricts or interferes with an employee’s (a) exercise of rights provided under, or participation in, “whistleblower” programs of the U.S. Securities and Exchange Commission (the “SEC”) or any other applicable regulatory agency or governmental entity (each, a “Government Body”), or (b) good faith reporting of possible violations of applicable law to any Government Body, including cooperating with a Government Body in any governmental investigation regarding possible violations of applicable law.

II. IMPLEMENTATION

A. Condition of Employment

Each employee must become familiar with and agree to comply with this Code as a condition of such employee’s employment. All officers and other employees, regardless of level, must be provided with a copy of this Code at the time their employment commences with the Company; provided, however, that individuals already employed by the Company at the time of the adoption of this Code must be provided with a copy of this Code shortly after its adoption.

B. Condition of Director Appointment/Election

Each director must become familiar with and agree to comply with this Code. All directors must be provided with a copy of this Code at the time of their appointment or election to serve on the Board.

C. Compliance Certificate

The following persons must execute compliance certificates substantially in the form of Annex A to this Code (the “Compliance Certificate”):

● Directors, officers and other employees of the Company in managerial or supervisory positions;

● Employees who, in the ordinary conduct of their duties, have regular or significant contact with government(s) or any department, agency, instrumentality or employee thereof;

● Facility managers or other employees who are in charge of a significant sales office or other significant facility;

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● Employees whose regular responsibilities include the selection of contractors for the provision of significant goods or services to the Company;

● Employees whose regular responsibilities include the review, approval or payment of invoices for significant goods and services supplied to the Company; and

● Any other employees requested by any officer of the Company to give a Compliance Certificate.

As provided above, each officer and other employee must become familiar with and agree to comply with this Code as a condition of such person’s employment. Therefore, each new officer and other employee must execute the Compliance Certificate upon employment. In addition, each newly elected director must execute the Compliance Certificate upon election or appointment to serve on the Board as set forth above.

The Company’s Compliance Officer is responsible for ensuring that all directors, officers and other appropriate employees of the Company execute and return the Compliance Certificate to the Company’s General Counsel or Compliance Officer, as applicable, or another officer designated by the Company’s General Counsel or Compliance Officer, as applicable.

D. Association with Unaffiliated Enterprises

The Company’s employees associated with enterprises not controlled by the Company (including vendors, suppliers, contractors, lawyers and accountants) must be guided in their conduct by this Code’s provisions. Such persons must attempt to influence those enterprises to conduct their activities in conformity with all applicable laws and this Code and must report violations of this Code to the Company’s General Counsel or Compliance Officer, as applicable.

E. Interpretation Questions

Directors, officers or other employees who have questions on how to proceed or interpret this Code should consult their supervisor, the Company’s General Counsel or Compliance Officer, as applicable, or any other person(s) designated by the Board to supervise the application of this Code. In addition, please see Annex B for a listing of compliance procedures.

F. Violation of Policy

Compliance with this Code is essential. Violations will result in disciplinary action, including dismissal of any officer or other employee where warranted.

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III. CONFLICTS OF INTEREST

A. General

A conflict of interest occurs when an individual’s private interest interferes in any way with the interests of the Company as a whole. This situation can arise when a director, officer or other employee takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest also arise when a director, officer or other employee, or a member of such person’s family or household, receives improper personal benefits as a result of the director’s, officer’s or other employee’s position with the Company. A conflict of interest is deemed to exist whenever, as a result of the nature or responsibilities of his or her relationship with the Company, a director, officer or other employee is in a position to further any personal financial interest or the financial interest of any member of such person’s family.

No director, officer or other employee, regardless of level, is permitted to engage in any business or conduct or enter into any agreement or arrangement that would give rise to actual or potential conflicts of interest. Directors, officers and other employees should not permit themselves to be placed in a position that might give rise to the appearance that a conflict of interest has arisen.

While it is not possible to describe all circumstances where a conflict of interest involving a director, officer or employee exists or may exist, the following situations may involve actual or potential conflicts of interest:

●	An officer’s or employee’s interest in, or position with, any supplier, customer or competitor of the Company (except for an investment in publicly traded securities as described below).
●	The acceptance of gifts or favors of more than nominal value by a director, officer or employee (or a member of such person’s immediate family) from an actual or prospective customer, supplier or competitor of the Company or any governmental official or other employee. This does not preclude the acceptance by a director, officer or employee of reasonable business entertainment (such as a lunch or dinner or events involving normal sales promotion, advertising or publicity).
●	The disclosure or use of confidential information gained by reason of employment with the Company (or, in the case of a director, election or appointment to the Board) for profit or advantage by a director, officer or other employee or anyone else.
●	Competition with the Company in the acquisition or disposition of rights or property.
The following situations should not be considered conflicts of interest:
●	Ownership of publicly traded securities of a supplier, customer or competitor of the Company that do not confer upon the holder any ability to influence or direct the policies or management of the supplier, customer or competitor.

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● A transaction with one of the Company’s banks, where the transaction is customary and conducted on standard commercially available terms (such as a home mortgage or bank loan).

● A transaction or relationship disclosed in accordance with this Code and determined by outside legal counsel not to be a prohibited conflict of interest.

These examples are given only to guide directors, officers and other employees in making judgments about conflicts of interest. If any director, officer or employee finds himself or herself in a situation where a conflict of interest exists or may exist, he or she should immediately report the matter as provided below.

B. Reporting Conflicts of Interest Involving Non-Officer Employees

Actual or potential conflicts of interest involving a non-officer employee, or a member of such person’s immediate family, must be reported in writing by the affected person (or by others having knowledge of the existence of the actual or potential conflicts of interest) to the employee’s immediate supervisor, who shall consult with the Company’s General Counsel or Compliance Officer, as applicable, to determine whether a conflict of interest actually exists and to recommend measures to be taken to neutralize the adverse effect of the conflict of interest reported, if such measures are available or appropriate under the circumstances. This procedure will be applied so as to minimize its effect on the personal affairs of employees consistent with the protection of the Company’s interests. The matter may also be referred to the Board for its approval or rejection.

C. Reporting Conflicts of Interest Involving Directors or Officers

An actual or potential conflict of interest involving a director or officer, or a member of such person’s immediate family, must be reported by the affected person (or by others having knowledge of the existence of the actual or potential conflict of interest) to the Company’s General Counsel or Compliance Officer, as applicable, who shall promptly disclose the possible conflict of interest to the Board at the earliest time practicable under the circumstances. The possible conflict of interest will be made a matter of record, and the Board will determine whether the possible conflict of interest indeed constitutes a conflict of interest. The Board’s approval will be required prior to the consummation of any proposed transaction or arrangement that is determined by the Board to constitute a conflict of interest.

Any member of the Board or any officer having a possible conflict of interest in any proposed transaction or arrangement is not permitted to vote (in the case of a member of the Board) or use his or her personal influence on the matter being considered by the Board.

Any member of the Board having a possible conflict of interest is not counted in determining the quorum for consideration and vote on the particular matter. Finally, any member of the Board or any officer having a possible conflict of interest must be excused from any meeting of the Board during discussion (subject to the exception set forth in the paragraph below) and vote on the particular matter (in the case of an interested director).

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The minutes of the Board meeting should reflect the disclosure, the absence from the meeting of the interested director or officer, the abstention from voting (in the case of an interested director) and the presence of a quorum. The proposed transaction or arrangement is considered approved if it receives the affirmative vote of a majority of the disinterested members of the Board (even though the disinterested members are less than a quorum).

The foregoing requirements do not prohibit the interested director or officer from briefly stating his or her position on the matter or from answering pertinent questions of the disinterested members of the Board, as the interested director’s knowledge may be of assistance to the other Board members in their consideration of the matter.

IV. RECORD KEEPING

A. Company Books and Records

1. Books and Records. The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. As such, the Company’s books, records and accounts must accurately and fairly reflect the Company’s transactions in reasonable detail and in accordance with the Company’s accounting practices and policies. The following examples are given for purposes of illustration and are not intended to limit the generality of the foregoing in any way:

● No false or deliberately inaccurate entries (such as overbilling or advance billing) are permitted. Discounts, rebates, credits and allowances do not constitute overbilling when lawfully granted. The reasons for the grant should generally be set forth in the Company’s records, including the party requesting the treatment.

● No payment shall be made with the intention or understanding that all or any part of it is to be used for any person other than that described by the documents supporting the payment.

● No undisclosed, unrecorded or “off-book” funds or assets are permitted.

● No false or misleading statements, written or oral, shall be intentionally made to any internal accountant or auditor or the Company’s independent registered public accounting firm with respect to the Company’s financial statements or documents to be filed with the SEC or other governmental authority.

2. Internal Accounting Controls. The Company’s principal executive officer and principal financial officer are responsible for implementing and maintaining a system of internal accounting controls sufficient to provide reasonable assurances that:

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● Transactions are executed in accordance with management’s general or specific authorization;

● Transactions are recorded as necessary to: (a) permit the preparation of financial statements in conformity with generally accepted accounting principles or any other applicable criteria and (b) maintain accountability for assets;

● Access to assets is permitted only in accordance with management’s general or specific authorization; and

● The recorded accountability of assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

3. Employee Conduct. No director, officer or other employee of the Company is permitted to willfully, directly or indirectly:

● Falsify, or cause to be falsified, any book, record or account of the Company;

● Make, or cause to be made, any materially false or misleading statement or omit to state, or cause another person to omit to state, any material fact necessary in order to make statements made, in light of the circumstances under which the statements were made, not misleading to an accountant in connection with (a) any audit or examination of the Company’s financial statements or (b) the preparation or filing of any document or report required to be filed by the Company with the SEC or other governmental agency; or

● Take any action to fraudulently influence, coerce, manipulate or mislead the Company’s independent registered public accounting firm.

Directors, officers and other employees must exercise reasonable due diligence in order to avoid the events described above. Each director, officer and employee must cooperate fully with the Company’s accounting and internal audit departments, as well as the Company’s independent public accountants and counsel.

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B. Payments of Amounts Due to Customers, Agents or Distributors

1. Payments for Third-Party Services. All commission, distributor or agency arrangements shall be in writing and provide for the services to be performed and for a fee that is reasonable in amount and reasonably related to the services to be rendered.

2. Manner of Payment. All payments for commissions, discounts or rebates should be made by the Company’s check or draft (not by cashier’s check or in currency) in the name of the agent, distributor or other counterparty and should be (a) personally delivered to the payee in the country in which the business was transacted or (b) sent to the payee’s business address or designated bank in the country in which the business was transacted.

3. Payments Outside the United States. When the payee represents in writing or presents a written opinion from a reputable local counsel that a payment outside the country in which the business was transacted does not violate any law of that country, that payment may be permitted upon approval from the Company’s principal financial officer or other applicable officer.

4. Accounting Records. All payments or discounts, rebates and commissions shall be disclosed in the Company’s accounting records. Proper documentation of contracts and agreements shall be maintained.

C. Foreign Payments

The Company and its directors, officers and other employees must comply with the United States Foreign Corrupt Practices Act, which makes it illegal for U.S. companies to win, retain or direct business by offering, paying or approving payments to foreign government workers, political parties or their officials.

V. USE OF COMPANY PROPERTY AND RESOURCES

A. Protection and Proper Use of Company Assets

The use of any Company funds or assets for any unlawful or improper purpose is prohibited. All employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be reported immediately for investigation. Company equipment should not be used for non-business related purposes, though incidental personal use may be permitted (such as occasional use of the Company’s stationery, supplies, copying facilities or telephone when the cost to the Company is insignificant).

The obligation of employees to protect the Company’s assets includes an obligation to protect the Company’s proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information violates Company policy and could also be illegal and result in civil or criminal penalties.

B. Questionable or Improper Payments and Gifts

1. Payments or Gifts Made. No payments or gifts from the Company’s funds or assets shall be made to or for the benefit of a representative of any domestic or foreign government (or subdivision thereof), labor union or any current or prospective customer or supplier for the purpose of improperly obtaining a desired government action or any sale, purchase, contract or other commercial benefit. This prohibition applies to direct or indirect payments made through third parties and employees and is also intended to prevent bribes, kickbacks or any other form of payoff.

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2. Payments or Gifts Received. Directors, officers and other employees of the Company shall not accept payments or gifts of the kinds described in this Section V.

3. Gifts to Government Personnel. In the United States, nothing of value (for example, gifts or entertainment) may be provided to government personnel unless permitted by law and any applicable regulation. Commercial business entertainment and transportation that is reasonable in nature, frequency and cost is permitted. Reasonable business entertainment or transportation includes, without limitation, a lunch, dinner or occasional athletic or cultural event; gifts of nominal value (approximately $100 or less); entertainment at the Company’s facilities or other authorized facilities; or authorized and reasonable transportation in the Company’s vehicles. In addition, reasonable business entertainment covers traditional promotional events sponsored by the Company.

4. Proper Documentation. All arrangements with third parties (such as distributors or agents) should be evidenced or memorialized in a written contract, order or other document that describes the goods or services that are in fact to be performed or provided and should be for reasonable fees or costs.

5. Extension of Credit by the Company. No director, officer, employee or a member of such person’s family may seek or accept from the Company credit, an extension of credit, the arrangement of an extension of credit in the form of a personal loan, or the guarantee by the Company of obligations of such director, officer or employee or any member of his or her family. Any personal loan existing at the time of adoption of this Code shall not be materially modified, extended or renewed.

6. Corporate Opportunities. Without the written consent of the Board, directors, officers and other employees are prohibited from taking for themselves an opportunity that is (1) a potential transaction or matter that may be an investment or business opportunity or prospective economic or competitive advantage in which the Company could reasonably have an interest or expectancy or (2) discovered through the use of corporate property, information or position. In addition, directors, officers and other employees are prohibited from using corporate property, information or position for personal gain and competing with the Company directly or indirectly. Directors, officers and other employees of the Company owe a primary duty to the Company to advance its legitimate interests when the opportunity to do so arises. Notwithstanding the foregoing, any activity or activities specifically permitted to be engaged in pursuant to the provisions of the Company’s Certificate of Incorporation, as amended from time to time, by certain parties identified in the Certificate of Incorporation, shall be deemed to have the written consent of the Board and will not be deemed to require a waiver of this Code.

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VI. BUSINESS AND TRADE PRACTICES

A. Compliance with Laws, Rules and Regulations (Including Insider Trading Laws)

1. Compliance with Laws. Obeying the law, both in letter and in spirit, is the foundation upon which the Company’s ethical standards are built. All directors, officers and other employees must respect and obey the laws of the cities, states and countries in which the Company operates. Although directors, officers and other employees are not expected to know every law that is applicable to the Company, it is important that directors, officers and other employees know enough to ask questions and seek advice from supervisors, managers, lawyers or other appropriate personnel if they have any doubt regarding the legality of an action taken, or not taken, on behalf of the Company. For this reason, all invited employees are expected to attend any informational or training sessions organized by the Company to promote compliance with laws, rules and regulations applicable to the Company.

2. Insider Trading. Purchasing or selling, whether directly or indirectly, the Company’s securities while in possession of material non-public information is both unethical and illegal. Directors, officers and other employees also are prohibited by law from disclosing material non-public information to others who might use the information to directly or indirectly place trades in the Company’s securities. Directors, officers and other employees also shall not recommend the purchase or sale of the Company’s securities. All directors, officers and other employees shall comply with the Company’s Insider Trading Policy.

3. Section 16 Reporting. Pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, most purchases or sales of the Company’s securities by directors, executive officers and 10% stockholders must be disclosed within two business days of the transaction. Directors, officers and other employees who are subject to these reporting requirements must comply with the Company’s Short-Swing Trading and Reporting Policy.

B. Fair Dealing

Directors, officers and other employees should endeavor to deal fairly with the Company’s customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job. No director, officer or other employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other practice involving unfair dealing.

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C. Confidentiality

Directors, officers and other employees shall maintain the confidentiality of information entrusted to them by the Company or its customers, suppliers or partners, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that, if disclosed, might be of use to competitors or harmful to the Company or its business interests. Confidential information also includes written material provided and information discussed at all meetings of the Board or any committee thereof and all information that is learned about the Company’s suppliers and other business partners that is not in the public domain. The obligation to preserve confidential information continues even after employment or agency with the Company ends. Any documents, papers, records or other tangible items that contain trade secrets or proprietary information are the Company’s property.

D. Health, Safety and Environmental Policy

The Company is committed to conducting its business in compliance with applicable health, safety and environmental laws, rules and regulations in a manner that has the highest regard for the health and safety of human life and the environment. Each employee has the responsibility for maintaining a healthy, safe and environmentally friendly workplace by following health, safety and environmental laws, rules and regulations and reporting accidents, injuries and unsafe equipment, practices or conditions.

Directors, officers and other employees should be aware that health and safety laws may provide for significant civil and criminal penalties against individuals and the Company for the failure to comply with applicable requirements. Accordingly, each director, officer and other employee must comply with all applicable safety and health laws, rules and regulations, including occupational safety and health standards.

Directors, officers and other employees should be aware that environmental laws may provide for significant civil and criminal penalties against individuals and/or the Company for failure to comply with applicable requirements. Accordingly, each director, officer and other employee must comply with all applicable environmental laws, rules and regulations.

Employees should report to work in a condition allowing them to perform their duties free from the influence of drugs, alcohol or other controlled substances. The use of illegal drugs in the workplace will not be tolerated.

Violence and threatening behavior are not permitted.

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E. Retention of Documents and Records

It is the Company’s policy to cooperate with all governmental investigative authorities. Each director, officer and other employee shall retain any record, document or tangible object of the Company that is known to be the subject of an investigation or litigation.

It is a violation of this Code for any director, officer or other employee to knowingly alter, destroy, mutilate, conceal, cover up, falsify or make a false entry in any record, document or tangible object with the intent to impede, obstruct or influence the investigation or proper administration of any matter within the jurisdiction of any state, federal department or agency or any bankruptcy, or in relation to or contemplation of any such matter or case.

VII. PREPARATION AND CERTIFICATION OF 1934 ACT REPORTS

A. Internal Control Report

The Company’s Annual Report on Form 10-K shall contain an internal control report that (1) states the responsibility of management for establishing and maintaining an adequate internal control structure and procedures for financial reporting; (2) contains an assessment, as of the end of the Company’s most recent fiscal year, of the effectiveness of the Company’s internal control structure and procedures for financial reporting; (3) if applicable, includes a statement that the Company’s independent registered public accounting firm has issued a report on the Company’s internal controls and procedures for financial reporting; (4) if applicable, includes the report of the Company’s independent registered public accounting firm; and (5) otherwise complies with Section 404 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder by the SEC.

B. Disclosure Controls

It is the Company’s policy to promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company.

C. Certifications

The Company’s principal executive officer and principal financial officer shall make the certifications required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, the text of which are set forth in Item 601(b)(31) and (32) of Regulation S-K promulgated by the SEC.

VIII. EMPLOYMENT PRACTICES AND WORK ENVIRONMENT

A. Employee Relations

All directors, officers and other employees, regardless of position, shall do their best to work together to meet the following objectives:

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● Respect each employee, worker and representative of suppliers, contractors and other business partners as an individual, showing courtesy and consideration and fostering personal dignity;

● Make a commitment to and demonstrate equal treatment of all employees, workers, customers, suppliers, contractors and other business partners of the Company without regard to race, color, gender, religion, age, national origin, citizenship status, military service or reserve or veteran status, sexual orientation or disability;

● Provide a workplace free of harassment of any kind, including on the basis of race, color, gender, religion, age, national origin, citizenship status, military service or reserve or veteran status, sexual orientation or disability;

● Provide and maintain a safe, healthy and orderly workplace; and

● Assure uniformly fair compensation and benefit practices that will attract, reward and retain quality employees.

In addition to the objectives set forth above, members of the management team are expected to:

● Use good judgment and exercise appropriate use of their influence and authority in their interactions with employees, customers, suppliers, contractors and other business partners of the Company; and

● Keep other employees generally informed of the Company’s policies, plans and progress through regular communications.

B. Non-Discrimination Policy

The Company values the diversity of its employees and is committed to providing an equal opportunity in all aspects of employment to all employees without regard to race, color, gender, religion, age, national origin, citizenship status, military service or reserve or veteran status, sexual orientation or disability. Directors, officers and other employees should use reasonable efforts to seek business partners for the Company that do not discriminate in hiring or in their employment practices, and who make decisions about hiring, salary, benefits, training opportunities, work assignments, advancement, discipline, termination and retirement solely on the basis of a person’s ability to perform the tasks required by their position.

C. Freedom of Association

The Company recognizes and respects the right of employees to exercise their lawful rights of free association, including joining or electing not to join any association. The Company expects its business partners to also adhere to these principles.

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D. Disciplinary Practices

The Company will not condone any type of harassment, abuse or punishment, whether corporal, mental or physical, of an employee by a director, officer or other employee or any supplier or other business partner of the Company.

IX. REPORTING VIOLATIONS

The Company proactively promotes ethical behavior.

Directors, officers and other employees should report violations of applicable laws, rules and regulations (including, without limitation, the listing requirements of the New York Stock Exchange (“NYSE”), this Code or any other code, policy or procedure of the Company to appropriate personnel. Actions prohibited by this Code involving directors or executive officers must be reported to the Audit Committee of the Board, another independent committee of the Board or the full Board. Actions prohibited by this Code involving anyone other than a director or executive officer must be reported to the reporting person's supervisor or the Company’s Compliance Officer or General Counsel

Directors, officers and other employees are expected to cooperate in internal investigations of misconduct.

X. WAIVERS OF THIS CODE

Any waiver of a provision of this Code may be made only by the Board or a committee thereof. Any waiver for directors or executive officers will be disclosed, within four business days, by the distribution of a press release, website disclosure or by the filing of a current report on Form 8-K with the SEC, and, if applicable, as otherwise required by law or the listing standards. Notwithstanding the foregoing or anything else in this Code to the contrary, in no event will entry into or amendment of any transaction or relationship specifically permitted under the Company’s Certificate of Incorporation or the Bylaws, in each case, as amended from time to time, be deemed an amendment, violation or waiver of this Code.

XI. AMENDMENTS TO THIS CODE

Any amendment to this Code shall be made only by the Board. If an amendment to this Code is made, appropriate disclosure will be made within two business days after the amendment has been made in accordance with legal requirements and the listing requirements of the NYSE.

XII. POSTING REQUIREMENT

The Company shall post this Code on the Company’s website as required by applicable rules and regulations. In addition, the Company shall disclose in its proxy statement for its annual meeting of stockholders or, if the Company does not file a proxy statement, in its Annual Report on Form 10-K, that a copy of this Code is available both in print to any stockholder who requests it and on the Company’s website, which address the Company shall provide.

*****

This document states a policy of Contango ORE, Inc. and is not intended to be regarded as the rendering of legal advice.

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ANNEX A


CORPORATE CODE OF BUSINESS CONDUCT AND
ETHICS CERTIFICATION

I have read and understand the Corporate Code of Business Conduct and Ethics (the “Code”) of Contango ORE, Inc. (the “Company”). I agree that I will comply with the policies and procedures set forth in the Code. I understand and agree that, if I am an employee of the Company or one of its subsidiaries or other affiliates, my failure to comply in all respects with the Company’s policies, including the Code, is a basis for termination for cause of my employment with the Company and any subsidiary or other affiliate to which my employment now relates or may in the future relate.

In addition, I agree to promptly submit a written report to the Company’s General Counsel or Compliance Officer, as applicable, describing any circumstances in which:

1. I have reasonable basis for belief that a violation of the Code by any person has occurred;

2. I have, or any member of my family has, or may have engaged in any activity that violates the letter or the spirit of the Code;

3. I have, or any member of my family has, or may have an interest that violates the letter or the spirit of the Code; and

4. I or any member of my family may be contemplating an activity or acquisition that could be in violation of the Code.

I am unaware of any violations or suspected violations of the Code by any employee except as described below or on the attached sheet of paper. (If no exceptions are noted, please check the space provided below.)

____________ No exceptions

To the best of my knowledge and belief, neither I nor any member of my family has any interest or affiliation or has engaged in any activity that might conflict with the Company’s interest, except as described below or on the attached sheet of paper. (If no exceptions are noted, please check the space provided below.)

____________ No exceptions

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I am aware that this signed Certification will be filed with my personal records of the Company.

______________________________________
Signature

_____________________________________
Type or Print Name

_____________________________________
Date

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ANNEX B


CORPORATE CODE OF BUSINESS CONDUCT AND
ETHICS COMPLIANCE PROCEDURES

Directors, officers and other employees must work together to ensure prompt and consistent action against violations of the Code. However, a director, officer or other employee may encounter a situation in which it is difficult to determine how to proceed while also complying with the Code. Since not every situation that will arise can be anticipated, it is important to have a way to approach a new question or problem. When considering these situations, a director, officer or other employee should:

1. Make sure to have all the facts. In order to reach the right solution, all relevant information must be known.

2. Consider what he or she specifically is being asked to do and whether it seems unethical or improper. This will enable the individual to focus on the specific question and the alternatives he or she has. If something seems unethical or improper, it probably is.

3. Understand his or her individual responsibility and role. In most situations, there is shared responsibility. Are other colleagues informed? It may help to get other individuals involved and discuss the problem.

4. Discuss the problem with a supervisor. In many cases, supervisors will be more knowledgeable about the question and will appreciate being brought into the decision- making process. Employees should remember that it is the responsibility of supervisors to help solve problems and ensure that the Company complies with this Code.

5. Seek help from Company resources. In the rare case in which it may not be appropriate to discuss an issue with a supervisor or a supervisor is not available to answer a question, employees should discuss it locally with the office manager or Human Resources manager. If that is not appropriate or if a satisfactory resolution is not obtained, call or send concerns to the Company’s General Counsel or Compliance Officer, as applicable, or follow the procedures outlined in the Company’s Policy for Employee Complaint Procedures for Accounting and Compliance Matters.

6. Report ethical violations in confidence and without fear of retaliation. If the situation so requires, anonymity will be protected. The Company does not permit retaliation of any kind for good faith reports of ethical violations.

7. Always ask first, act later. When unsure of what to do in any situation, the individual should seek guidance and ask questions before the action in question is taken.

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EX-99.1

 Exhibit 99.1

Contango ORE, Inc. Announces Results of the Annual Meeting of Stockholders; Calendar Year 2021 Budget for Joint Venture Company

HOUSTON--(BUSINESS WIRE)--December 11, 2020--Contango ORE, Inc. (“CORE” or the “Company”) (OTCQB: CTGO) announced today that the Company held its annual meeting of stockholders on December 11, 2020 and the following directors were elected to serve until the 2021 annual meeting of stockholders:

Brad Juneau
Rick Van Nieuwenhuyse
Joseph S. Compofelice
Joseph G. Greenberg
Richard A. Shortz

The following proposals were also approved by the stockholders:

1. The ratification of the appointment of Moss Adams LLP as the independent auditors of the Company for the fiscal year ending June 30, 2021;
2. The approval of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of its common stock from 30,000,000 shares to 45,000,000 shares;
3. The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers;
4. The approval, on a non-binding advisory basis, of an annual advisory vote on the compensation of the Company’s named executive officers; and
5. The grant of discretionary authority to the Chairman of the Annual Meeting to adjourn the Annual Meeting, if necessary to solicit additional proxies.

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

Brad Juneau - Executive Chairman of the Board

Rick Van Nieuwenhuyse - President and Chief Executive Officer

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

On December 10, 2020, the Management Committee of Peak Gold, LLC (“Peak Gold”), the Company’s joint venture with Kinross Gold Corporation (“Kinross”) approved a total budget of $18 million for calendar year 2021 to undertake in-fill drilling, engineering and environmental studies necessary to complete a Feasibility level study, additional exploration, community relations and ready the project for formal permitting. The Company’s proportionate share of the approved budget is approximately $5.4 million.

Rick Van Nieuwenhuyse, the Company’s President and CEO commented, “CORE’s stockholders have overwhelmingly supported the board and management as we chart a clear path to achieve commercial production at the Peak Gold project along with our partners at Kinross Gold and the Tetlin Alaska Native Tribe. We are completing an expected $3.6 million fourth quarter calendar year drill and environmental program at the Peak Gold site. We have also approved an $18 million Peak Gold budget (CORE’s share is $5.4 million) for calendar year 2021 to undertake in-fill drilling, engineering and environmental studies necessary to complete a Feasibility level study, additional exploration, community relations and ready the project for formal permitting. It is exciting to see the tangible progress being made to advance the Peak Gold resource.”

ABOUT CORE

CORE is a Houston-based company that engages in the exploration in Alaska for gold and associated minerals through a 30% interest in Peak Gold, LLC, which leases approximately 675,000 acres for exploration and development and through Contango Minerals Alaska, LLC, its wholly owned subsidiary which leases approximately 168,000 acres for exploration. 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 or Peak Gold LLC; ability to realize the anticipated benefits of the recent transactions with an affiliate of Kinross; disruption from the transactions and transition of the Joint Venture Company’s management to an affiliate of Kinross, including as it relates to maintenance of business and operational relationships; 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; the extent of disruptions caused by the COVID-19 outbreak; and the possibility that government policies may change, political developments may occur or governmental approvals may be delayed or withheld, including as a result of the recent presidential and congressional elections in the U.S. or the inability to obtain 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.
Rick Van Nieuwenhuyse
(713) 877-1311
www.contangoore.com

EX-99.2

 Exhibit 99.2

 AGM PRESENTATION  DECEMBER 11, 2020   

 FORWARD LOOKING STATEMENT  This presentation 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 or the Joint Venture Company; ability to realize the anticipated benefits of the recent transactions with Kinross; disruption from the transactions and transition of the Joint Venture Company’s management to Kinross, including as it relates to maintenance of business and operational relationships; 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; inability to realize expected value from acquisitions; inability of our management team to execute its plans to meet its goals; extent of disruptions caused by the COVID-19 pandemic; 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 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.    2 

 NON-GAAP MEASURES  The Preliminary Economic Assessment (“PEA”) referenced herein was prepared in accordance with Canadian National Instrument 43-101 (NI 43-101). CORE is not subject to regulation by Canadian regulatory authorities and no Canadian regulatory authority has reviewed the PEA or passed upon its accuracy or compliance with NI43-101. The terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” as used in the resource estimate, the PEA and this presentation are Canadian mining terms as defined in accordance with NI 43-101; however, these terms are not defined terms under the U.S. Securities and Exchange Commission’s (“SEC’s”) Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. The estimation of measured resources and indicated resources involves greater uncertainty as to their existence and the legal and economic feasibility of extraction than the estimation of proven and probable reserves. Conversion of mineral resources to proven and probable mineral reserves generally requires a further economic study, such as a preliminary feasibility study. The PEA is not a preliminary feasibility study and does not support an estimate of proven and probable mineral reserves. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Investors are also cautioned not to assume that all or any part of measured or indicated resources will ever be converted into mineral reserves. In addition, the SEC normally only permits issuers to report mineralization that does not constitute mineral reserves as in-place tonnage of mineralized material and grade without reference to unit amounts of metal. Please see the Company’s press release dated September 24, 2018 for more detail regarding the PEA.    3  CAUTIONARY NOTE REGARDING ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES  This presentation contains certain non-GAAP financial measures. A reconciliation of each such measure to the most comparable GAAP measure is presented in the Appendix hereto. Preliminary all-in sustaining cost estimates included in this presentation exclude corporate overhead costs. This measure is not a measure of financial performance under GAAP. We strongly advise investors to review our financial statements and publicly filed reports in their entirety and not rely on any single financial measure. See the Appendix for a reconciliation to GAAP. 

             Peak Gold Deposit1.3 Moz Gold – Measured plus Indicated ResourcesAverage grade = 4g/tLocated in Alaska on the Alaska HwyOn Private Land Owned by the Tetlin Alaska Native TribeBusiness Partnership with Kinross to Fast-Track Development by Using Fort Knox Milling Facilities 

 NEAR-TERM PRODUCTION POTENTIAL & EXCELLENT EXPLORATION UPSIDE   Entered into 70/30 JV agreement with Kinross to form new Peak Gold JV; Royal Gold retains royalty;Plan is to mine Peak Gold ore, then truck and process at Kinross’ Fort Knox Milling Complex - Simple plan and simple execution to produce 1Million GEOCapital costs for the Project are expected to be ~US$110M (100% basis); Operations could potentially start in 2024; Contango’s share is 65,000 GEO/year at $750 AISC/GEO based on Kinross’s estimate1 $3.6 Q4 2020 Budget……….Feasibility in 2021……...Permitting in 2022……….Construction in 2023……….Production in 2024……..On-going ExplorationSignificant exploration upside on nearly 850,000 acres in the heart of the Tintina Gold Belt  2 Approximately 13,000 acres of the state mining claims are subject to a repurchase option by the Joint Venture Company.  5  PEAK GOLD PROJECT   1 Non-GAAP financial measure; see Appendix for disclaimers regarding reconciliation.  OTCQB:CTGO 

 6  “This is a momentous transaction for the Company and all project stakeholders. Our stockholders will now see a clear and accelerated path to production at Peak Gold with Kinross. We look forward to working with Kinross and the Tetlin Tribe to develop Alaska’s next gold mine. Meanwhile, we have a great opportunity to find additional gold, silver and copper resources on our 100% owned state mining claims.”Rick Van Nieuwenhuyse – Contango ORE, President & CEO  “The relatively high-grade, low-cost Peak Gold project is an excellent addition to our portfolio, as it allows us to leverage our existing mill and infrastructure at Fort Knox and strengthens our medium-term production and cash flow profile. In today’s gold price environment, Peak Gold is an attractive, high-margin project that is expected to generate robust returns. The project is also expected to add to our strong record of socio-economic contributions to our host communities in Alaska, one of the top mining jurisdictions in the world.”J. Paul Rollinson - Kinross Gold, President & CEO  “We look forward to the safe and responsible development of the project and the positive benefits it is expected to generate for our community. We also look forward to further building a relationship with Kinross, a company with a strong track record in Alaska, and are pleased to see further investment plans for the project.”Chief Michael Sam, Tetlin Tribe 

     OFFICERS & DIRECTORS  OFFICERSRick Van Nieuwenhuyse – President and CEO Leah Gaines – CFODIRECTORSBrad Juneau (Executive Chairman)Joseph S. CompofeliceJoseph G. GreenbergRichard A. ShortzRick Van Nieuwenhuyse  7  Successful track record of finding real deposits and creating real wealth for shareholdersNovaGold (US$3.7B Market Cap): Donlin (Alaska) – In PermittingGalore Creek (BC) – Sold to NewmontTrilogy Metals (US$265M Market Cap): Arctic (Alaska) – Feasibility/Permitting Bornite, Ambler Mining District – Advanced ExplorationSandfire America Resources (US$200M Market Cap): Black Butte (Montana) – Under constructionAlexco (US$380M Market Cap): Keno Hill Mines (Yukon) – In production  STRONG MANAGEMENT WITH PROVEN TRACK RECORD 

     CORPORATE OVERVIEW  Traded on OTC-Pink Sheets (OTCQB) – Pursuing listing on NYSE American5.9 Million Shares Outstanding6.0 Million Shares Fully Diluted100,000 OptionsNo Warrants and No Debt~ $US35 Million Cash Contango Owns 30% of Peak JV; Kinross Owns 70% and is OperatorContango Owns 100% on adjacent 170,000 acres1  1 Approximately 13,000 acres of the state mining claims are subject to a repurchase option by the Joint Venture Company.  8  Sufficient cash to meet projected 2 year construction decisionPlanned budget expected to be <US$5M per annum for Contango ORETight Share StructureContango ORE could expect strong cash flow per share (CFPS) starting in 2024 assuming construction decision made  CAPITAL STRUCTURE        Institutional  Retail / Others  Directors & Officers (Insiders) 

   PEAK GOLD DEPOSIT ESTIMATED PRODUCTION      9  1 Based on Kinross Gold study on the Peak Gold Joint Venture; Non-GAAP financial measure; see Appendix for disclaimers regarding reconciliation.Production profile is approximate and for illustrative purposes only to show future potential cash flows for Contango. They will be updated in the feasibility study to be completed by 2022  Production of Gold Equivalent Ounces (GEO Au+Ag)  100% basis  AISC = $750/GEO1    30% basis             

   PEAK GOLD ESTIMATED CASH FLOW & CFPS (US$)      10  1 Based on Kinross Gold study on the Peak Gold Joint Venture; Production profile is approximate and will be updated in the feasibility study to be completed by 20222 Based on 6.1M Fully Diluted Shares OutstandingProduction profile over 5-year period is approximate and for illustrative purposes only to show future potential cash flows for Contango. They will be updated in the feasibility study to be completed by 2022  Cash flow per share (US$)  After Tax Cash Flow (US$)    $0.00  $0.00  1,2 

 PEAK GOLD PROJECT ECONOMICS        Using existing infrastructure, the Peak Gold JV expects faster permitting to allow for a 2024 start dateExisting infrastructure expected to lower total capital requirements to ~US$110 millionKinross estimates 1 million oz gold equivalent production over a 4.5-year period equating to roughly 220,000 oz GEO per annum (30% to Contango Ore = 65,000 GEO/Yr)Average mining grades of approximately 6 g/t AuKinross estimates AISC of ~US$750/GEO1Exploration potential on Peak Gold JV ground to extend the mine lifeContango ORE has 100% interest in the State of Alaska mining claims adjacent to Peak Gold JV landsContango is a uniquely positioned company with 6M shares o/s and a clear path to a production decision in 2023  11  Model Assumptions:  2 Based on Kinross Gold study on the Peak Gold Joint Venture and does not constitute guidance.  2  1 Non-GAAP financial measure; see Appendix for disclaimers regarding reconciliation.GEO – Gold Equivalent Ounces 

       The project is located 15 kms (10mi) from the Alaska Hwy and 400km (250 mi) to the Fort Knox Milling Complex  12          PEAK GOLDPROJECT LOCATION  PEAK DEPOSIT  Image used with permission from Kinross 

   ASSET SUMMARY      13  Peak Gold Project(675,000 Acres)  State Claims(170,000 Acres)  Contango is a 30% owner of the Peak Gold JV with Kinross owning the remaining 70% and acting as project operatorThe Peak Gold project consists of a ~675,000 acres land packageOre will be trucked from the Peak Gold project to Kinross’ wholly-owned Fort Knox millContango is also the 100% owner of the Alaska state claims exploration land packageThe state claims consist of ~170,000 acres (707 km2) land package, of which Peak Gold JV has the option to purchase 13,423 acres (54 km2) of these claims for $50,000  Peak Gold JV  70%  30%  100% 

   PEAK GOLD JV      14  Processing ore from the Peak Gold Project at Fort Knox avoids mill construction and is expected to decrease execution risk, lower capital expenditures, drive attractive returns, and reduce the project’s environmental footprint and permitting requirements.Leverages Fort Knox’s successful 25-year history in Alaska, the second largest gold producing State in the USA and one of the world’s top mining jurisdictions1.Project to benefit local communities, in particular the Upper Tanana Athabascan Village of Tetlin; Tetlin Tribe to receive royalties, jobs and trainingProject is expected to contribute to the state economy and provide additional employment opportunities and benefits.  PROJECT HIGHLIGHTS  1 Based on Fraser Institute Annual Survey of Mining Companies, 2019 report.  Images used with permission from Kinross 

     15  PEAK GOLD DEPOSIT – M&I RESOURCES  9.2 M Tonnes @ 4.1 g/t Gold for 1.2 Million Ounces of Contained Gold 

   PEAK GOLD JV      16  PROJECT HIGHLIGHTS CONT  Peak Gold JV has commenced a $3.6 million infill, geotechnical and metallurgical drilling program to advance feasibility and permitting studies. Initial permitting activities are expected to commence in parallel with the drilling program. Peak Gold JV expects to complete permitting and a feasibility study by the end of 2022. Project construction is expected to take approximately one year, with production planned to commence in 2024.Kinross has completed substantial due diligence at the project, conducting site visits in 2019. The Company has also held productive meetings with leaders of the Tetlin Tribe, who have indicated their support for the project development plan. The Peak Gold JV also plans to rename the project in consultation with the Tetlin Tribe and looks forward to a productive and mutually beneficial partnership with the community.      OPEN  OPEN 

       17  PEAK GOLD PROJECT AND SURROUNDING TARGETS   

       18  PEAK GOLD PROJECT AND SURROUNDING TARGETS        Main Peak    North Peak   

       19  EXPLORATION UPSIDE  675,000 Acres of Exploration Lands with multiple targetsPeak Gold’s exploration on the Tetlin Lands has been limited except for the areas around the identified deposits where there is an extensive database. Specifically, there has only been minor exploration on the southern 2/3rds of the Tetlin Lands, which remain largely unexplored.  PEAK GOLD JV LANDS  170,000 Acres of Exploration Lands1 with multiple targets and extensive databaseThree drill-ready Gold targets identified at Hona/Eagle/DomePorphyry Copper-Gold target at Triple ZFollow up on multiple targets including 9 Gram Creek  100% OWNED CONTANGO ORE LANDS    1 Approximately 13,000 acres of the state mining claims are subject to a repurchase option by the Joint Venture Company. 

 20  Triple Z Prospect: Coincident Multi-element Geochemistry MAG Low and Resistivity High    Triple Z Prospect   

 21  Triple Z Prospect: Coincident Multi-element Geochemistry and 3D IP Chargeability + Resistivity + Drilling    Triple Z Prospect   

 22    Hona Prospect    Hona Prospect – Multiple, Coincident Mag-VTEM with Geochemistry and Favorable Porphyry/IRG Geology 

 23    Dome and Eagle Prospects    Strong Multiple-Element Geochemistry on Dome and Eagle Target Areas  Dome Prospect 

       24  LOWER RISK & REDUCED TIMELINE TO PRODUCTION DECISION          DRILLING  COMMUNITY ENGAGEMENT  PERMITTING & FEASIBILITY  PRODUCTION    CONSTRUCTION  Infill, geotechnical and metallurgical drilling program in 2020;Exploration drilling to potentially expand the mine life  Tetlin Tribe has indicated their support for the project development plan;Peak Gold JV plans to rename the project in consultation with the Tetlin Tribe and looks forward to a productive and mutually beneficial partnership with the community  Initial permitting activities are expected to commence in parallel with the drilling; Peak Gold JV expects to complete permitting and a feasibility study by the end of 2022;Expect only one Federal Permit – Wetlands Dredge and Fill (404) Permit from USACE; All other Permits Issued by State of Alaska  Project construction expected to take approximately 1 year starting in 2023  Production expected to commence in 2024  Image used with permission from Kinross 

 EXECUTIVE SUMMARY        Contango ORE, Inc. is a gold development and exploration company with the goal to develop Alaska’s next producing gold mine The Company is the 30% owner of the Peak Gold JV with Kinross Gold Corporation (“Kinross”) as Operator and owning 70% of the projectThe Peak Gold deposit is a high grade, near surface open-pit project containing an estimated ~1.0Moz of GEO. Production of 65,000 GEO/yr net to Contango, as estimated by Kinross, could begin as early as 2024, with an estimated mine life of 4.5 years1Exploration upside on the 675,000 acres Tetlin Lease owned by the Peak Gold JV, as well as on Contango’s 100% owned adjacent 170,000 acres of State mining claims2Following the sale of Contango’s 30% interest in Peak Gold, Contango has >$35M in cash on its balance sheet and no debtContango is currently applying to up-list to the NYSE American ExchangeContango is a uniquely positioned company with 6M shares o/s and a clear path to a production decision in 2023  25  DEVELOPING ALASKA’S NEXT GOLD MINE   IN PARTNERSHIP WITH KINROSS AND THE TETLIN ALASKA NATIVE TRIBE  2 Approximately 13,000 acres of the state mining claims are subject to a repurchase option by the Joint Venture Company.  1 Non-GAAP financial measure; see Appendix for disclaimers regarding reconciliation; Based on Kinross Gold study on the Peak Gold Joint Venture and does not constitute guidance. 

       26  Partnered with Proven OperatorPlan to truck ore to Fort Knox mill simplifies permitting and executionKinross has proven operating experience in Alaska further reducing riskThe plan lowers the required capital and shortens timelines to production by leveraging existing infrastructureHigh grade open pit production expected to result in strong free cash flows  Believed to be UndervaluedStrong management that has created significant value for shareholdersPlanned listing on NYSE American Exchange Clear path to production decisionUniquely positioned for growth  Exploration UpsideSignificant exploration potential on the Peak Gold JV lands as well as the 100% owned State of Alaska mining claims adjacent to the future operation  INVESTMENT OPPORTUNITY  WHY INVEST NOW? 

 27  THANK YOU 

 Corporate Inquires:info@contangoore.com+1-778-386-6227www.contangoore.com    OTCQB:CTGO  Twitter: @orecontangoLinkedIn: Contango OREInstagram: ContangoOREFacebook: Contango ORE 

 This presentation contains forward looking estimates of all-in sustaining cost (“AISC”), resources and EBITDA, which are a financial measures not determined in accordance with United States generally accepted accounting principles (“GAAP”).  We cannot provide a reconciliation of estimated AISC, resources, EBITDA and cash flow to estimated costs of goods sold, assets and net income, which are the GAAP financial measures most directly comparable to such non-GAAP measures, without unreasonable efforts due to the inherent difficulty and impracticality of quantifying certain amounts that would be required to calculate projected AISC, resources, EBITDA.  In addition, the estimates of AISC, resources and EBITDA have been prepared by Kinross and are based on IFRS accounting standards and detailed information to which the Company has not had access to at this time. These amounts that would require unreasonable effort to quantify could be significant, such that the amount of projected GAAP cost of goods sold, assets and net income would vary substantially from the amount of projected AISC, resources and EBITDA.    29  NON-GAAP RECONCILIATION DISCLAIMER  APPENDIX