8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):    November 10, 2022

CONTANGO ORE, INC.

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	001-35770 (Commission File Number)	27-3431051 (I.R.S. Employer Identification No.)
3700 Buffalo Speedway, Suite 925 Houston, Texas (Address of principal executive offices)		77098 (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	NYSE American LLC

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 2.02.         Results of Operation and Financial Condition.

On November 10, 2022, Contango ORE, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference into this Item 2.02.

The information included in this Item 2.02 and in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as explicitly set forth by specific reference in such filing.

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

On November 10, 2022, at the annual meeting of stockholders of the Company (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated 2010 Equity Compensation Plan (the “Plan”).  The amendment increased the number of shares available for issuance under the Plan from 2,000,000 to 2,600,000.  The Plan and the amendment are described in further detail in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting (the “Definitive Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on October 4, 2022. A copy of the amendment, as approved at the Annual Meeting, is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this item by reference.

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

At the Annual Meeting on November 10, 2022, 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 2023;

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

3. To ratify the appointment of Moss Adams LLP as the independent auditors of the Company for the fiscal year ending June 30, 2023;

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

5. 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 1-4.

As of September 30, 2022, the record date for the Annual Meeting, the Company had outstanding 6,774,590 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 2023 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	4,772,719	47,249	5,858	333,650
Rick Van Nieuwenhuyse	4,804,024	18,974	2,828	333,650
Joseph S. Compofelice	4,625,834	48,544	151,448	333,650
Curtis J. Freeman	4,656,276	18,944	150,606	333,650
Richard A. Shortz	4,486,093	77,027	262,706	333,650

2. Proposal 2:  The proposal to approve the Second Amendment to the Amended and Restated 2010 Equity Compensation Plan was approved by the following number of votes:

For	Against	Abstain	Broker Non-Votes
4,516,442	230,276	79,108	333,650

3. Proposal 3: The proposal to ratify the appointment of Moss Adams LLP as the independent auditors of the Company for the fiscal year ending June 30, 2023 was approved by the following number of votes:

For	Against	Abstain	Broker Non-Votes
5,153,531	342	5,603	—

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
4,632,741	15,118	177,967	333,650

5. Proposal 5: 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 1-4 was approved by the following number of votes:

For	Against	Abstain	Broker Non-Votes
4,894,653	73,034	191,789	—

No other business properly came before the Annual Meeting.

Item 7.01.         Regulation FD Disclosure.

The Company issued a press release on November 10, 2022 relating to the results of the Annual Meeting and announcing its financial results for the quarter ended September 30, 2022.  A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.         Financial Statements and Exhibits. 

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1*	Press Release, dated November 10, 2022.
10.1	Second Amendment to the Amended and Restated 2010 Equity Compensation Plan (incorporated by reference to Exhibit C to the Company’s Definitive Proxy Statement on Schedule 14A filed October 4, 2022).
*	Filed herewith

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 Secretar

Dated: November 14, 2022

EX-99.1

Exhibit 99.1

Announces Results of the 2022 Virtual Annual Meeting of Stockholders and Results for the Quarter Ended September 30, 2022

HOUSTON--(BUSINESS WIRE)--November 10, 2022--Contango ORE, Inc. (“CORE” or the “Company”) (NYSE American: CTGO) announced today that the Company held its annual meeting of stockholders on November 10, 2022 and the following directors were elected to serve until the 2023 annual meeting of stockholders:

Brad Juneau
Rick Van Nieuwenhuyse
Joseph S. Compofelice
Curtis J. Freeman
Richard A. Shortz

The following proposals were also approved by the stockholders:

1)	The approval of the Second Amendment to the Amended and Restated 2010 Equity Compensation Plan;
2)	The ratification of the appointment of Moss Adams LLP as the independent auditors of the Company for the fiscal year ending June 30, 2023;
3)	The approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers;
4)	The grant of discretionary authority to the Chairman of the Annual Meeting to adjourn the Annual Meeting, if necessary to solicit additional proxies.

The Company also announced that it filed its Form 10-Q for the quarter ended September 30, 2022 with the Securities and Exchange Commission on November 10, 2022.

The Company reported a net loss of $7.1 million or ($1.05) per basic and diluted share for the three months ended September 30, 2022, compared to a net loss of $4.6 million or ($0.68) per basic and diluted share for the same period last year. The increase in net loss is due to the increased exploration efforts at the Company’s Lucky Shot project as compared to the prior year.

Rick Van Nieuwenhuyse, the Company’s President and CEO commented, “Since receipt of our 404 `Wet Lands' permit this summer, Kinross has been busy advancing road and camp construction at the Manh Choh project. Construction activities will slow down during the winter months and pick back up in the spring time. Meanwhile, we have been very busy at our 100% owned Lucky Shot project where we have so far completed 23 drill holes. I am pleased to report that all of the drill holes have intersected the Lucky Shot vein with our geologists logging and sampling the holes. As everyone in the industry is experiencing, assaying is slower than desired, but we are looking forward to releasing our initial pending results in the coming weeks.”

ABOUT CORE

CORE is a 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 200,000 acres for exploration. The Company also owns the rights to the Lucky Shot, Coleman and War Baby mines, and approximately 16,600 acres of surrounding mining claims located in Willow Mining District about 75 miles north of Anchorage, Alaska. 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 for “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 Peak Gold, LLC’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 Peak Gold, LLC; 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

XML

Document and Entity Information	Nov. 10, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 10, 2022
Entity Registrant Name	CONTANGO ORE, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35770
Entity Tax Identification Number	27-3431051
Entity Address, Address Line One	3700 Buffalo Speedway
Entity Address, Address Line Two	Suite 925
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77098
City Area Code	713
Local Phone Number	877-1311
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001502377
Title of 12(b) Security	Common Stock, Par Value $0.01 per share
Trading Symbol	CTGO
Security Exchange Name	NYSEAMER