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):    August 11, 2021

CONTANGO ORE, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-35770	27-3431051
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer 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 7.01. Regulation FD Disclosure.

On August 11, 2021, the Company made available a new corporate presentation. A copy of this presentation titled “Anchorage Economic Development Corporate Presentation” is furnished as Exhibit 99.1 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 99.1 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, Peak Gold, LLC, a joint venture company in which the Company currently holds a 30% interest, 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 Exhibit 99.1 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 exhibit constitutes “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
99.1	Anchorage Economic Development Corporation Presentation, dated August 11, 2021.

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: August 12, 2021

EX-99.1

Exhibit 99.1

 Anchorage Economic Development Corporation Presentation  August 11, 2021   

 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. 

 4    6 large scale mines6 Advanced Development Stage ProjectsOver 50 ACTIVE Exploration Stage Projects>$500,000 in 2021Over 150 active placer miners producing ~ 50,000 ounces in 2020Numerous Sand and Gravels operations around the State to support construction and road projects  Mining and Minerals Exploration in Alaska                                                                                    Large Mine    Development Stage    Exploration Stage       

 5    Red Dog MineUsibelliFort KnoxPogoKensingtonGreens Creek   Large Scale Mining in Alaska           

 6    Donlin Gold – 40 Million OunceBarrick Gold – NovaGold JVAmbler Metals Feasibility Study on Arctic Copper-Zinc-Lead-Gold-Silver depositLarge district being explored by South32-Trilogy JV and Valhalla Metals (Private)Manh Choh Gold-Silver - +1 Million OunceKinross-ContangoOre JV on Tetlin Tribal LandsPebble Copper-Gold-Silver-MolybdenumHuge but controversial Copper ResourceGraphite One World class graphite deposit currently completing a Pre-feasibility StudyLivengood Gold - +10 Million Ounce resource currently re-doing a PFS  6 Development Stage Projects in Alaska           

 7    Over 50 Exploration Stage projects ACTIVE in Alaska searching for: Copper, Lead, Zinc, Gold, Silver, Tin, Graphite, Rare Earths$160 Million Projected Expenditures in 2021  Exploration Stage Projects in Alaska                                                               

 8    Over 50 Exploration Stage projects ACTIVE in Alaska searching for: Copper, Lead, Zinc, Gold, Silver, Tin, Graphite, Rare Earths$160 Million Projected Expenditures in 2021  Exploration Stage Projects in Alaska                                                               

 9                                                                            Mining and Minerals Exploration in Alaska  Statistics for 2020              ~10,000 Direct and Contractor Jobs for 90 communities throughout AlaskaAverage Salary is >$100,000$600 Million Expended on Exploration and Development : US – CANDA – AUSTRALIA-JAPAN$1.9 Billion Export Value (38% of Alaska exports)During the 2020/2021 Pandemic the Mining Industry implemented strict COVID protocols to protect workers and communities and was one of the few bright spots in the Alaska economy  

   Manh Choh Gold Deposit1.3 Moz Gold – Measured plus Indicated Resources1Average grade = 4g/t Gold*Located in Alaska on the Alaska HwyOn Private Land Owned by the Tetlin Alaska Native TribeBusiness Partnership with Kinross - Using the Fort Knox Milling Facilities  Lower capital costs, Smaller Environmental footprint and Lower execution risk  1 Based on SK1300 Report filed April 8, 2021 Corporate press release 

     CORPORATE OVERVIEW  Traded on OTCQB – Pursuing listing on NYSE American6.67 Million Shares Outstanding6.77 Million Shares Fully Diluted100,000 OptionsNo Warrants and No Debt~ $US36 Million Cash Contango Owns 30% of Peak JV; Kinross Owns 70% and is OperatorContango Owns 100% on adjacent 160,000 acres  11  $10M Strategic Investment by Alaska Future FundSufficient cash to meet projected 2 year construction decisionPlanned 2021 budget expected to be ~US$10M for Contango OREStrong Cash Position and Tight Share StructureContango ORE is expecting strong cash flow per share (CFPS) starting in 2024 assuming Manh Choh construction decision made  CAPITAL STRUCTURE        Institutional  Retail / Others  Directors & Officers (Insiders) 

     12  MANH CHOH GOLD PROJECT Well EstablishedTetlin Relationship and Project Facilities 

 NEAR-TERM PRODUCTION POTENTIAL & EXCELLENT EXPLORATION UPSIDE   13  MANH CHOH GOLD PROJECT   OTCQB:CTGO  In September 2020 entered into 70/30 JV agreement with Kinross (Operator) to form new Peak Gold LLC, with Royal Gold and Tetlin Tribe retaining royalty interests;Plan is to mine Manh Choh Gold Ore, then truck and process the ore at Kinross’ Fort Knox Milling Complex - Simple plan that reduces execution risk to produce +1Million GEO over 5-year periodProjected Timeline: $19 Million 2021 PGLLC Budget  Studies and Permitting in 2021-22  Feasibility in 2022  Construction in 2022/2023  Production in 2024  On-going Exploration 

     MANH CHOH GOLD PROJECT: Anticipated Economics  Using existing infrastructure, the Peak Gold LLC is planning on a a 2024 start dateCapital Costs - Existing infrastructure expected to reduce total capital requirements to ~US$110 million – Recently revised to a range of $105 to $130 million based on recent internal scoping study completed by Kinross2Kinross 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 = 66,000 GEO/Yr)1Average processed grades of approximately of ~6 g/t Au equivalentOperating Costs - Kinross estimates AISC of ~US$750/GEO – Expect operating cost to increase – will be updated with Feasibility study planned for late 2022  14  Model Assumptions:  2 Based on the news releases issued by Kinross Gold Corporation dated September 29, 2020 and then updated after an internal scoping study discussed in a Kinross Corporate update July 28, 2021. The $105 to $130 Million estimate reflects remaining funds to be expended between 2022 and 2024; there may be additional capital required at Fort Knox to accommodate Manh Choh ore that will be charged as a Toll Milling charge to the Peak Gold JV. Non-GAAP financial measure; see Appendix for disclaimers regarding reconciliation. GEO – Gold Equivalent Ounces 

       15  Health and Safety Manh Choh ProjectZero LTIs 

     Hiring and Training Local Residents  16 

     Community Meetings - Tetlin Village  TokTanacrossNorthwayMentasta LakeDelta JunctionFairbanks Fox Tanana Chiefs ConferenceDoyon Alaska Chamber & AMA 

       The project is located 15 km (10 mi) from the Alaska Hwy and 400 km (250 mi) to the Fort Knox Milling Complex  18          MANH CHOH GOLD PROJECT LOCATION  PEAK DEPOSIT  Image used with permission from Kinross 

   PEAK GOLD JV      19  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 jurisdictions3.Project to benefit local communities, particularly the Upper Tanana Athabascan Village of Tetlin; Tetlin Tribe to receive royalties, jobs and training.Project is expected to contribute to the state economy and provide additional employment opportunities and benefits.  PROJECT HIGHLIGHTS  3 Based on Fraser Institute Annual Survey of Mining Companies, 2019 report.  Images used with permission from Kinross 

   MANH CHOH GOLD PROJECT Winter Drilling  20 

       21  MANH CHOH GOLD PROJECT 2021 Budget: $19 Million  In-fill drilling to upgrade Resources from Indicated to Measured and Inferred to Indicated Categories – Reserves with FSCondemnation drill – Placement of FacilitiesMetallurgy – Completed, Testing UnderwayHydrology – Water Management PlanIn-pit Geotechnical – pit slope stabilityGeotechnical – Placement of facilitiesEngineering and Environmental Studies to Support Feasibility Study, Permitting and Community relationsExploration for New Resources 

       22  MANH CHOH GOLD PROJECT Simple Development Plan  Two Open Pits with Development Rock /Waste materials adjacent to pitsNo Mill No Tailings FacilityEngineering and Environmental Studies to Support Feasibility Study and Permitting are UnderwayTarget early construction to start in the summer of 2022 and completed by end of 2023Followed by Ramp Up and Full Production in 2024  Preliminary - Under Review 

       23  LOWER RISK & REDUCED TIMELINE TO PRODUCTION DECISION          DRILLING  SCOPING STUDY  PERMITTING & FEASIBILITY  PRODUCTION    DETAILED DESIGN PROCURMENTCONSTRUCTION  $19 million Program in 2021: Resource In-fill, Hydrology, Geotechnical, Metallurgical Engineering; Environment and Community OutreachWith ~$2 million Exploration drilling to potentially expand the mine life  Tetlin Tribe has indicated their support for the project development plan;Continued Community Engagement  Initial permitting activities are expected to commence in parallel with the drilling; Peak Gold JV expects to complete Feasibility Study by the end of 2022 and Permitting in 2023;Wetlands Dredge and Fill (404) Permit from USACE; Other Permits Issued by State of Alaska  Project construction expected to start in 2023 but assessing option to advance some works in 2022  Production expected to commence in 2024  Image used with permission from Kinross    Community Engagement 

   24  Shamrock    100% Owned SHAMROCK PROPERTY 

   ASSET SUMMARY      25  Peak Gold Project~(675,000 Acres)  State Claims(~160,000 Acres)  Contango is a 30% owner of the Peak Gold JV with Kinross owning the remaining 70% and acting as project operatorThe Manh Choh project consists of a ~675,000 acres land package and ~13,423 acres of State Mining ClaimsContango is also the 100% owner of the Alaska state claims exploration land package (~160,000 acres)  Peak Gold JV  70%  30%  100%  State Mining Claims Part of PGLLC  100% Contango ORE 

       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  Creating Shareholder ValueStrong management that has created significant value for shareholdersPlanned listing on NYSE American Exchange Clear path to production decisionUniquely positioned for growth  Growth with Exploration SuccessSignificant exploration potential on the Peak Gold JV lands as well as the 100% owned State of Alaska mining claims adjacent to the future operation  DEVELOPING ALASKA’S NEXT GOLD MINE   IN PARTNERSHIP WITH KINROSS AND THE TETLIN ALASKA NATIVE TRIBEWITH CONTINUED EXPLORATION TO EXPAND RESOURCES 

 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 measure 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