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 23, 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

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.

Subscription Agreements

On December 23, 2022 the Company completed the issuance and sale of an aggregate of 283,500 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), for $20.00 per share, and warrants (the “Warrants”) entitling each purchaser to purchase shares of Common Stock for $25.00 per share (the “Warrant Shares” and together with the Common Stock and the Warrants, the “Securities”), in a private placement (the “Private Placement”) to certain accredited investors (the “Investors”) pursuant to Subscription Agreements (the “Subscription Agreements”), dated as of December 23, 2022 between the Company and each Investor. The Subscription Agreements include customary representations, warranties, and covenants by the Investors and the Company.

Pursuant to the Warrants between the Company and each Investor, the Warrants will be exercisable, in full or in part, at any time until the second anniversary of their issuance, at an exercise price of $25.00 per share of Common Stock. The Warrants will also provide for certain adjustments that may be made to the exercise price and the number of shares of Common Stock issuable upon exercise due to future corporate events or otherwise.

Petrie Partners Securities, LLC (“Petrie”) assisted the Company with the Private Placement and will be entitled to receive compensation equal to 3.25 percent for Investors solicited by Petrie, for a total of approximately $0.1 million in placement agent fees. Petrie has provided to the Company in the past and may provide from time to time in the future certain securities offering, financial advisory, investment banking and other services for which it has received and may continue to receive customary fees and commissions.

Net proceeds from the Private Placement totaled approximately $5.6 million. The Company will use the net proceeds from the Private Placement to fund its exploration and development program and for general corporate purposes.

 The Securities sold in the Private Placement were issued in reliance on an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof. The bases for the availability of this exemption include the facts that the issuance was a private transaction which did not involve a public offering and the shares were offered and sold to a limited number of purchasers.

A copy of the form of Subscription Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the Subscription 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 Subscription Agreement. A copy of the form of Warrant is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the Warrants 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 Warrant.

Registration Rights Agreement

Pursuant to a Registration Rights Agreement dated as of December 23, 2022 (the “Registration Rights Agreement”), by and among the Company and the Investors, the Company agreed to file up to one registration statement with the Securities and Exchange Commission upon demand from Investors holding a majority of the Shares at any time after six months after the Private Placement, but no later than three years after the Private Placement, in order to register the resale of the shares of Common Stock. The Registration Rights Agreement also granted certain piggyback rights to the Investors.

A copy of the Registration Rights Agreement is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the Registration Rights 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 Registration Rights Agreement.

Item 3.02.  Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above under the heading “Subscription Agreements” regarding the issuance by the Company of an aggregate of 283,500 shares of Common Stock to the Investors as contemplated by the Subscription Agreements is incorporated herein by reference.  Petrie acted as sole placement agent in connection with the transaction.

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

Effective December 16, 2022, the compensation committee (the “Compensation Committee”) of the board of directors of the Company approved the delay of vesting (the “Vesting Delay”) for a period of two years of all of the outstanding restricted shares (the “Shares”) issued under the Amended and Restated Contango ORE, Inc. 2010 Equity Compensation Plan (the “Plan”) to the Chief Executive Officer and Chief Financial Officer of the Company (each an “NEO”). In connection with the Vesting Delay, the Compensation Committee approved the issuance of 25% additional Shares to each NEO. The table below sets forth the number of Shares held by each NEO before and after the Vesting Delay and the vesting date thereof.

	Number of Restricted Shares Owned before the Vesting Delay	Additional Restricted Shares Granted	Number of Restricted Shares Owned after the Vesting Delay	Vesting Date
Rick Van Nieuwenhuyse Chief Executive Officer	90,000	22,500	112,500	1/15/2025
Leah Gaines Chief Financial Officer	10,000	2,500	12,500	1/15/2025

Item 7.01.  Regulation FD Disclosure.

On December 23, 2022, the Company issued a press release relating to the transactions described in 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
4.1	Form of Registration Rights Agreement dated as of December 23, 2022.
10.1*	Form of Subscription Agreement dated as of December 23, 2022.
10.2*	Form of Warrant dated as of December 23, 2022
99.1	Press Release dated December 23, 2022.

*          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.

SIGNATURE

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

CONTANGO ORE, INC.

By: /s/ Leah Gaines

Leah Gaines

Vice President, Chief Financial Officer, Chief Accounting

Officer, Treasurer and Secretary

Dated: December 23, 2022

EX-4.1

Exhibit 4.1

CONTANGO ORE, INC.REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT, dated as of December 23, 2022 is by and among Contango ORE, Inc., a Delaware corporation (together with any successor entity, herein referred to as the “Company”), and the several undersigned purchasers (collectively, the “Purchasers”) that have each executed a Subscription Agreement  (as defined below) pursuant to which the Company has accepted subscriptions for the Shares (as defined below) as of the date hereof.

The parties hereby agree as follows:

Certain Definitions. Capitalized terms used in this Agreement without definition shall have their respective meanings set forth in the Subscription Agreement. As used in this Agreement, the following capitalized terms shall have the following meanings:

“Affiliate”: Of any specified person, means any other person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified person. For purposes of this definition, “control” of a person means the power, direct or indirect, to direct or cause the direction of the management and policies of such person, whether by contract or otherwise.

“Agreement”: This Registration Rights Agreement, as amended from time to time.

“Amendment Effectiveness Deadline Date”: As defined in Section 4(b)(i) hereof.

“Blue Sky Application”: As defined in Section 6(a)(i) hereof.

“Business Day”: A day, other than a Saturday or Sunday, that in the City of New York, is not a day on which banking institutions are authorized or required by law, regulation or executive order to close.

“Closing Date”: The date of the issuance of the Shares pursuant to the Subscription Agreements.

“Common Stock”: The common stock of the Company, par value $0.01.

“CommonStockEquivalents”: Any and all shares of Common Stock and any other securities of the Company convertible into, or exchangeable or exercisable for, Common Stock, and options, warrants or other rights to acquire Common Stock.

“Company”: As defined in the preamble hereto.

“Demand Notice”: As defined in Section 2(a) hereof.

“Demand Registration”: As defined in Section 2(a) hereof.

“Effectiveness Period”: As defined in Section 2(b) hereof.

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“Exchange Act”: Securities Exchange Act of 1934, as amended.

“Excluded Securities”: Any Common Stock Equivalents issued in connection with: (i) a grant of Common Stock Equivalents to any existing or prospective consultants, employees, officers or directors pursuant to any stock option, employee stock purchase or similar equity-based plans or other compensation agreement; (ii) the conversion or exchange of any securities of the Company outstanding on the date hereof, or the exercise of any options, warrants or other rights to acquire such shares; (iii) any acquisition by the Company or any direct or indirect subsidiary of the Company (including by way of merger, consolidation or other business combination) of the stock, assets, properties or business of any person that is not an affiliate of the Company in an arms-length transaction; (iv) any merger, consolidation or other business combination involving the Company; (v) any public offering of shares of the Company to be sold pursuant to a registration statement on Form S-3 or other public securities filing, or any transaction or series of related transactions involving a change of control; (vi) a stock split, stock dividend or any similar recapitalization; or (vii) any stock of the Company to be issued pursuant to a corporate reorganization, without an economic impact to the stockholders, of one or more of the Company, its affiliates and subsidiaries duly approved by the Company’s Board of Directors.

“Holder”: A Person who owns, beneficially or otherwise, Registrable Securities.

“Indemnified Holder”: As defined in Section 6(a) hereof.

“Indemnified Party”: As defined in Section 6(c) hereof.

“Indemnifying Party”: As defined in Section 6(c) hereof.

“Majority of Holders”: Holders holding over 50% of the Registrable Securities outstanding.

“Notice and Questionnaire”: A written notice executed by the respective Holder and delivered to the Company containing substantially the information called for by the Selling Securityholder Notice and Questionnaire attached as Annex A hereto.

“Notice Holder”: On any date, any Holder of Registrable Securities that has delivered a completed Notice and Questionnaire to the Company on or prior to such date.

“Person”: An individual, partnership, limited liability company, corporation, company, unincorporated organization, trust, joint venture, a government or agency or political subdivision thereof or any other legally recognized entity.

“ProRataShare”: As to each Purchaser, the number of shares offered in any Subsequent Private Equity Financing, multiplied by a fraction equal to (i) the total number of Common Stock Equivalents then held by such Purchaser divided by (ii) the total number of Common Stock Equivalents then outstanding.

“Prospectus”: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such prospectus.

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“Purchasers”: As defined in the preamble hereto.

“Registrable Securities”: The Shares; provided, however, that Registrable Securities shall not include: (i) any Shares that have been registered under the Securities Act and disposed of pursuant to an effective Registration Statement or otherwise transferred to a Person who is not entitled to the registration and other rights hereunder; (ii) any Shares that have been sold or transferred by the Holder thereof pursuant to Rule 144 (or any similar provision then in force under the Securities Act) and the transferee thereof does not receive “restricted securities” as defined in Rule 144; (iii) any Shares that are available for resale under Rule 144 without restriction; and (iv) any Shares that cease to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise).

“Registration Statement”: A registration statement required to be filed hereunder pursuant to Section 2(b), including the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre-and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.

“SEC”: Securities and Exchange Commission.

“Securities Act”: Securities Act of 1933, as amended.

“Shares”: (a) the shares of Common Stock purchased from the Company by the Holders as of the date hereof pursuant to each Subscription Agreement, (b) any shares of Common Stock issued to a Holder in connection with the exercise of any warrant to purchase shares of Common Stock and (c) and any other equity interests of the Company or equity interests in any successor of the Company issued in respect of such Shares by reason of or in connection with any stock dividend, stock split, combination, reorganization, recapitalization, conversion to another type of entity or similar event involving a change in the capital structure of the Company.

“Shelf Registration Statement” means a Registration Statement filed with the SEC on Form S-1 or Form S-3 (or any successor form or other appropriate form under the Securities Act) for an offering to be made on a continuous or delayed basis pursuant to Rule 415 promulgated by the SEC pursuant to the Securities Act (or any similar rule that may be adopted by the SEC) covering the resale of the Registrable Securities, as applicable.

“Subscription Agreements”: means, collectively, each Subscription Agreement executed by each Purchaser for the purchase of the Shares.

 “Suspension Notice”: As defined in Section 4(e) hereof.

“Suspension Period”: As defined in Section 4(e) hereof.

“Transfer Agent”: Computershare Trust Company, N.A.

Unless the context otherwise requires, the singular includes the plural, and words in the plural include the singular.

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Demand Registration.

(a)          At any time after six (6) months after the Closing Date, but before three (3) years after the Closing Date, the Purchasers who then constitute a Majority of Holders shall have the right, by written notice delivered to the Company (such notice, a “Demand Notice”), to require the Company to register (the “Demand Registration”) under the Securities Act not less than 50% and up to 100% of the Registrable Securities; provided, however, that the aggregate offering price of the Demand Registration shall not be less than five million dollars ($5,000,000.00). The Demand Notice must set forth the number of Registrable Securities that Holders delivering the Demand Notice intend to include in such Demand Registration and the intended methods of disposition thereof. The number of Demand Registrations pursuant to this Section 2(a) shall not exceed one (1) that is declared effective.

(b)          The Company shall file each Shelf Registration Statement prepared in connection with a Demand Registration within sixty (60) days of the date on which the Company received the Demand Notice and shall use its commercially reasonable efforts to cause the same to be declared effective by the SEC within one hundred eighty (180) days of the date on which the Company received the Demand Notice and prepare and file with the SEC a Prospectus that will be available for resales by the Holders of Registrable Securities. The Company shall use its best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Shelf Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the affected Holders (the “Effectiveness Period”).

(c)          Notwithstanding the foregoing provisions of this Section 2,

(i)          the Company shall not be obliged to effect a Demand Registration with respect to any Registrable Securities pursuant to this Section 2 if a Registration Statement covering all of such requested Registrable Securities shall have become and remains effective under the Securities Act;

(ii)          the Company shall not be obligated to file a Demand Registration for a shelf registration on any registration statement other than a Form S-3, except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith;

(iii)          if the Company has issued and sold to the public, pursuant to a registration statement filed under the Securities Act, any of its securities within three (3) months prior to the date of its receipt of a Demand Notice pursuant to this Section 2 and the Company’s investment banker has advised the Company in writing that the registration of the Registrable Securities would adversely affect the market for the Company’s securities covered by such Shelf Registration Statement, the Company shall have the right to delay the requested registration of the Registrable Securities for such period as the investment banker may so advise, but no more than ninety (90) days after the date on which such Demand Notice was made; provided, however, that the Company may not utilize this right more than twice in any twelve (12) month period; and

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(iv)          the Company shall be entitled to postpone for a reasonable period of time but in no event more than ninety (90) days the filing of any Registration Statement required to be prepared and filed by it pursuant to this Section 2 if, at the time it receives a Demand Notice pursuant to this Section 2, the Company determines, in its reasonable judgment, that an event giving rise to a Suspension Period has occurred; provided, however, that the Company may not utilize this right more than twice in any twelve (12) month period.

Piggyback Registration.

(a)          If the Company determines at any time after six (6) months after the Closing Date to register any of its securities and file a registration statement thereto under the Securities Act, whether or not for sale for its own account (other than a registration statement on Form S-4, Form S-8 or any successor or similar form(s), or a registration on any registration form that does not permit the sale of the Registrable Securities), the Company shall:

(i)          promptly (but in no event less than ten (10) Business Days prior to the anticipated filing date) give to each Holder a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and

(ii)          If Holders of at least one million dollars ($1,000,000.00) of Registrable Securities so request, include in such registration (and any related qualification under blue sky laws or other compliance), and, subject to this Section 3 in any underwriting involved therein, all the Registrable Securities specified in a written request or requests from one or more Holders (provided that such Holder has indicated within twenty (20) Business Days after receipt of the written notice from the Company described in clause (i) above that such Holder desires to sell its Registrable Securities in the manner of distribution proposed by the Company).

(b)          If the managing underwriter or underwriters for a registration pursuant to Section 3(a) advises the Company and the Holders in writing that in its opinion the dollar amount or number of Registrable Securities that the Holder or Holders desire to sell taken together with all other shares of Common Stock or other securities which the Company desires to sell exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering, then the managing underwriter may exclude from such registration (i) first, other securities requested to be included in such registration, if any, (ii) second, Registrable Securities that the Holders requested to be included in such registration, pro rata among the Holders on the basis of the number of Registrable Securities so requested to be included therein and (iii) third, the securities the Company proposes to register for sale.

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(c)          The Company may in its sole discretion postpone or terminate the registration subject to this Section 3.

Registration Procedures.

(a)          Each Holder delivering the Demand Notice or requesting to be included in a piggy-back registration shall deliver a Notice and Questionnaire to the Company at least eight (8) Business Days prior to any intended distribution of Registrable Securities under the Registration Statement and shall be named as a selling securityholder in the Registration Statement and/or a related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law.

(b)          Each Holder that provides a completed Notice and Questionnaire to the Company pursuant to this Agreement agrees that, if such Holder wishes to sell Registrable Securities pursuant to a Registration Statement and related Prospectus, it will do so only in accordance with this Section 4(b) and Section 4(d). From and after the date the Registration Statement is declared effective and the Prospectus contemplated by Section 2(b) is prepared and filed with the SEC, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered to it, and in any event upon the later of (x) ten (10) Business Days after such date (but no earlier than ten (10) Business Days after effectiveness) or (y) ten (10) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect, within five (5) Business Days of such delivery date:

(i)          if required by applicable law, file with the SEC a post-effective amendment to the Registration Statement or prepare and, if required by applicable law, file a Prospectus or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law and, if the Company files a post-effective amendment to the Registration Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is one hundred twenty (120) days after the date such post-effective amendment is required by this clause to be filed;

(ii)          provide such Holder copies of any documents filed pursuant to Section 4(b)(i); and

(iii)          notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post- effective amendment filed pursuant to Section 4(b)(i);

provided, that if such Notice and Questionnaire is delivered during a Suspension Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period in accordance with Section 4(d). Notwithstanding anything contained herein to the contrary, during any period during which the Company is not entitled to file a Prospectus or a supplement to a Prospectus (related to an automatic shelf registration statement) naming new selling securityholders, the Amendment Effectiveness Deadline Date shall be extended by up to five (5) Business Days from the expiration of a Suspension Period if such Suspension Period shall be in effect on the Amendment Effectiveness Deadline Date.

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(c)          In connection with the Registration Statement, the Company shall comply with all the provisions of Section 4(d) hereof and shall use its commercially reasonable efforts to effect such registration in accordance with the terms hereof to permit the sale of the Registrable Securities.

(d)          In connection with the Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Registrable Securities, the Company shall:

(i)          Subject to any notice by the Company in accordance with this Section 4(d) of the existence of any fact or event of the kind described in Section 4(d)(iii)(1), use its commercially reasonable efforts to keep the Registration Statement continuously effective during the Effectiveness Period; upon the occurrence of any event that would cause the Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective or usable for resale of Registrable Securities during the Effectiveness Period, the Company shall file promptly an appropriate amendment to the Registration Statement, a supplement to or amendment of the Prospectus or a report filed with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its commercially reasonable efforts to cause any such amendment to be declared effective and the Registration Statement and the related Prospectus to become usable for their intended purposes as soon as practicable thereafter.

(ii)          (A) Prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, as may be necessary to keep the Registration Statement effective during the Effectiveness Period; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply in all material respects with the applicable provisions of Rule 424 under the Securities Act in a timely manner; and comply in all material respects with the applicable provisions of Rule 424 under the Securities Act in a timely manner; and comply in all material respects with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement during the Effectiveness Period in accordance with the intended method or methods of distribution by the selling Holders thereof set forth in the Registration Statement or supplement to the Prospectus; and (B) furnish to each Holder (1) as far as in advance as reasonably practicable before filing the Prospectus or any supplement or amendment thereto, copies of reasonably complete drafts of all such documents proposed to be filed, and provide each such Holder the opportunity to object to any information pertaining to such Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Holder with respect to such information prior to filing the Prospectus or supplement or amendment thereto, and (2) such number of copies of the Prospectus and any supplements and amendments thereto as such Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Prospectus.

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(iii)          Advise any selling Holder that has provided in writing to the Company a telephone or facsimile number, email address, and address for notice, promptly and, if requested by such selling Holder, to confirm such advice in writing (which notice pursuant to clauses (2) through (4) below shall be accompanied by an instruction to suspend the use of the Prospectus until the Company shall have remedied the basis for such suspension):

(1)          when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has become effective,

(2)          of any request by the SEC for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto,

(3)          of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or

(4)          of the existence of any fact or the happening of any event, during the Effectiveness Period, that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading.

(iv)          Before any public offering of Registrable Securities, use its commercially reasonable efforts to cooperate with the selling Holders and their counsel in connection with the registration and qualification of the Registrable Securities under the securities or blue sky laws of such jurisdictions in the United States as the selling Holders may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required (A) to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in any jurisdiction where it is not now so subject, other than service of process for suits arising out of any offering pursuant to the Registration Statement, or (B) to subject itself to general or unlimited service of process or to taxation in any such jurisdiction if it is not now so subject.

(v)          Use its best efforts to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if one is issued, use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible moment;

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(vi)          Unless any Registrable Securities shall be in book-entry form only, if requested by the selling Holders, cooperate with such Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends (unless required by applicable securities laws); and use commercially reasonable efforts to have such Registrable Securities in such denominations and registered in such names as the Holders may request at least two (2) Business Days before any sale of Registrable Securities.

(vii)          Subject to Section 4(e) hereof, if any fact or event contemplated by Section 4(d)(iii)(2) through (4) hereof shall exist or have occurred, use its commercially reasonable efforts to as promptly as practicable prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Registrable Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

(viii)          Otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and all reporting requirements under the rules and regulations of the Exchange Act.

(ix)          Provide to each Holder upon written request each document filed with the SEC pursuant to the requirements of Section 13 and Section 15 of the Exchange Act after the effective date of the Registration Statement, unless such document is available through the SEC’s EDGAR system.

(x)          Make generally available to its security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act as soon as practicable after the effective date of the Registration Statement and in any event no later than forty-five (45) days after the end of a twelve (12) month period (or ninety (90) days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement.

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(e)          Notwithstanding Section 4(d)(i) hereof, the Company may suspend the effectiveness of the Registration Statement (each such period, a “Suspension Period”) if (i) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Registration Statement, (ii) the Company has experienced some other material event required to be disclosed in the Registration Statement, the disclosure of which at such time, in the good faith judgment of the Company’s board of directors, based upon the advice of counsel, would materially adversely affect the Company, (iii) in the reasonable opinion of the Company’s independent auditors or the counsel for the Company, audited annual, unaudited interim and pro forma financial statements are required to be included in the Prospectus pursuant to the rules and regulations of the SEC and have not been so included, (iv) the SEC issues a stop order in respect of the Registration Statement or otherwise prohibits the use of the Prospectus; or (v) if the managing underwriter or underwriters for a registration request such a suspension (provided that, in the case of this clause (v) only, all directors, officers and holders of more than 5% of the Company’s Common Stock agree to the same suspension). Upon such suspension, the Company shall give notice to the Holders that the availability of the Registration Statement is suspended and, upon actual receipt of any such notice, each Holder agrees not to sell any Registrable Securities pursuant to the Registration Statement until such Holder’s receipt of copies of the supplemented or amended Prospectus provided for in Section 4(d)(i) hereof. The Suspension Period shall not exceed an aggregate of one hundred eighty (180) days in any 360-day period. The Company shall not be required to specify in the written notice to the Holders the nature of the event giving rise to the Suspension Period, and, except as required by law, such Holders and their Affiliates shall not make any public disclosure regarding, and shall treat as confidential, any Suspension Period or Suspension Notice. The Company shall promptly notify the Holders when any Suspension Period with respect to the Registration Statement has been lifted. The period referred to in Section 2(b) during which the Registration Statement must be kept effective shall be extended for an additional number of Business Days equal to the number of Business Days during which the right to sell Registrable Securities under this Agreement was suspended pursuant to this Section 4(e).

(f)          Each Holder agrees by acquisition of a Registrable Security that, upon receipt of any notice (a “Suspension Notice”) from the Company of the existence of any fact of the kind described in Sections 4(d)(iii)(2) through (4) or 4(e) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until:

(i)          such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 4(d)(vi) hereof; or

(ii)          such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus.

If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities that was current at the time of receipt of such Suspension Notice.

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(g)          Each Holder agrees by acquisition of a Registrable Security, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement, or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a properly completed and signed Notice and Questionnaire (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. The Company may require each Notice Holder of Registrable Securities to be sold pursuant to the Registration Statement to furnish to the Company such information regarding the Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably require for inclusion in such Registration Statement. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made not misleading. The Company may exclude from such Registration Statement the Registrable Securities of any Holder that unreasonably fails to furnish such information within five Business Days after receiving such request. The Company shall not include in any registration statement any information regarding, relating to, or referring to any Holder without the approval of such Holder in writing (not to be unreasonably withheld).

Registration Expenses.

All expenses incident to the Company’s performance of or compliance with this Agreement shall be borne by the Company regardless of whether a Registration Statement becomes effective, including, without limitation:

(a)          all registration and filing fees and expenses (except for any stock transfer taxes);

(b)          all fees and expenses of compliance with federal securities and state blue sky or securities laws;

(c)          all expenses of printing (including printing of Prospectuses and, if applicable, certificates for the Registrable Securities) and the Company’s expenses for messenger and delivery services and telephone;

(d)          all fees and disbursements of counsel to the Company;

(e)          all application and filing fees in connection with listing (or authorizing for quotation) the Registrable Securities on the OTC Bulletin Board or a national securities exchange pursuant to the requirements hereof;

(f)          all fees and disbursements of independent certified public accountants of the Company; and

(g)          the cost of one (1) special counsel to represent all Notice Holders collectively in connection with such Registration Statement.

The Company shall bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal, accounting or other duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company. Except as set forth in Section 5(g), but otherwise notwithstanding anything to contrary herein, in no event shall the Company be responsible for any broker or similar commissions of any Holder or any legal or accounting fees incurred by any Holder.

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Indemnification And Contribution.

(a)          In the event of the offer and sale of Registrable Securities under the Securities Act pursuant to this Agreement, the Company agrees to indemnify and hold harmless each Holder of Registrable Securities, its directors, officers, and employees, and agents and each Person, if any, who controls any such Holder within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Holder”), against any loss, claim, damage, liability or expense, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to resales of the Registrable Securities), to which such Indemnified Holder may become subject, insofar as any such loss, claim, damage, liability or action arises out of, or is based upon:

(i)          any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement as originally filed or in any amendment thereof, in any Prospectus, or in any amendment or supplement thereto, or (B) any blue sky application or other document or any amendment or supplement thereto prepared or executed by the Company (or based upon written information furnished by or on behalf of the Company expressly for use in such blue sky application or other document or amendment or supplement) filed in any jurisdiction specifically for the purpose of qualifying any or all of the Registrable Securities under the securities law of any state or other jurisdiction (such application or document being hereinafter called a “Blue Sky Application”);

(ii)          the omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein not misleading; or

(iii)          any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law.

and agrees to reimburse each Indemnified Holder promptly upon demand for any legal or other expenses reasonably incurred by such Indemnified Holder in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company (or based upon written information furnished by or on behalf of the Company) relating to a Holder by or on behalf of such Holder (or its related Indemnified Holder) specifically for use therein.

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(b)          Each Holder, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees, Affiliates and agents and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to resales of the Registrable Securities), to which the Company may become subject, insofar as any such loss, claim, damage, liability or action arises out of, or is based upon:

(i)          any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement as originally filed or in any amendment thereof, in any Prospectus, or in any amendment or supplement thereto, or (B) any Blue Sky Application; or

(ii)          the omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein not misleading,

but only with respect to any material misstatements or omissions in the written information relating to such Holder furnished to the Company by or on behalf of such Holder that has been specifically included in a Registration Statement or Prospectus.

(c)          Promptly after receipt by an indemnified party (the “Indemnified Party”) under this Section 6 of notice of any claim or the commencement of any action, the Indemnified Party shall, if a claim in respect thereof is to be made against the indemnifying party (the “Indemnifying Party”) under this Section 6, notify the Indemnifying Party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the Indemnifying Party (i) shall not relieve the Indemnifying Party from any liability which it may have under paragraphs (a) or (b) of this Section 6 unless and to the extent the Indemnifying Party did not otherwise learn of such action and such failure results in the forfeiture by the Indemnifying Party of substantial rights and defenses, and (ii) shall not, in any event, relieve it from any liability which it may have to an Indemnified Party other than under paragraphs (a) or (b) of this Section 6. If any such claim or action shall be brought against an Indemnified Party, and it shall notify the Indemnifying Party thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified Indemnifying Party, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party under this Section 7 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Holders seeking indemnification under this Section 6 shall have the right to employ a single counsel to represent jointly the Holders and their officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Holders against the Company under this Section 6 if the Holders seeking indemnification shall have been advised by legal counsel that there may be one or more legal defenses available to such Holders and their respective officers, employees and controlling persons that are different from or additional to those available to the Company, and in that event, the fees and expenses of such counsel employed by the Holders shall be paid by the Company.

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(d)          The Indemnifying Party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by Section 6(c) hereof, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than thirty (30) days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any Indemnified Party is a party, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such action, suit or proceeding.

(e)          If the indemnification provided for in this Section 6 shall for any reason be unavailable or insufficient to hold harmless an Indemnified Party under Section 6(a) or 6(b) in respect of any loss, claim, damage or liability (or action in respect thereof) referred to therein, each Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute to the aggregate amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability (including legal or other expenses reasonably incurred in connection with investigating or defending any loss, claim, liability, damage or action in respect thereof):

(i)          in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Holder on the other in connection with the statements or omissions or alleged statements or alleged omissions that resulted in such loss, claim, damage or liability (or action in respect thereof), or

(ii)          if the allocation provided by Section 6(e)(i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative fault referred to in Section 6(e)(i) but also the relative benefits received by the Company from the offering and sale of the Registrable Securities on the one hand and a Holder with respect to the sale by such Holder of the Registrable Securities on the other, as well as any other relevant equitable considerations.

The relative benefits received by the Company on the one hand and a Holder on the other with respect to such offering and such sale shall be deemed to be in the same proportion as the net proceeds from the offering of the Registrable Securities purchased pursuant to the Stock Purchase Agreement entered into by such Holder (before deducting expenses) received by the Company, on the one hand, bear to the total proceeds received by such Holder with respect to its sale of Registrable Securities on the other. The relative fault of the parties shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or written information furnished to the Company by or on behalf of the Holders specifically for use in a registration statement on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each Holder agree that it would not be just and equitable if the amount of contribution pursuant to this Section 6(e) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the first sentence of this subparagraph (e).

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The amount paid or payable by an Indemnified Party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 6 shall be deemed to include, for purposes of this Section 6, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending or preparing to defend any such action or claim.

No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute as provided in this Section 7(e) are several and not joint.

(f)          The provisions of this Section 6 shall remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or any of the officers, directors or controlling persons referred to in this Section 6, and will survive the sale by a Holder of Registrable Securities.

Rule 144A and Rule 144. The Company agrees with each Holder, for so long as any Registrable Securities remain outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Registrable Securities in connection with any sale thereof and any prospective purchaser of such Registrable Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Registrable Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Registrable Securities pursuant to Rule 144.

Miscellaneous.

(a)          Remedies. Each Party to this Agreement acknowledges and agrees that any failure by such Party to comply with its obligations hereunder may result in material irreparable injury to the other Parties for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely, and that, in the event of any such failure, in addition to being entitled to exercise all rights provided to it herein or in the Stock Purchase Agreement or granted by law, including recovery of liquidated or other damages, any other Party may obtain such relief as may be required to specifically enforce the failing Party’s obligations hereunder. Each Party further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

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(b)          Amendments and Waivers. This Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given, unless the Company has obtained the written consent of a Majority of Holders; provided, however, that with respect to any matter that directly or indirectly adversely affects the rights of a Holder or Holders in a manner different than a manner in which it affects the rights of other Holders (other than as a result of the Holders holding different amounts of Registrable Securities), the Company shall obtain the written consent of such adversely affected Holders. Notwithstanding the foregoing (except the foregoing proviso), a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose securities are being sold pursuant to a Registration Statement and does not directly or indirectly adversely affect the rights of other Holders, may be given by a Majority of Holders, determined on the basis of Registrable Securities being sold rather than registered under such Registration Statement.

(c)         Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first class mail (registered or certified, return receipt requested), facsimile transmission, or air courier guaranteeing overnight delivery:

(i)          if to a Holder, at the address set forth on the records of the Transfer Agent; and

(ii)          if to the Company, initially at its address set forth in the Subscription Agreement,

with a copy (which shall not constitute notice) to:

Holland & Knight LLP

811 Main Street, Suite 2500

Houston, TX 77002

Attention: Timothy T. Samson

Email: Tim.Samson@hklaw.com

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

Any party hereto may change the address for receipt of communications by giving written notice to the others.

(d)          Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties.  Except as provided in this Section 8(d) this Agreement, and any rights or obligations of the Holders hereunder, may not be assigned without the prior written consent of the Company; provided,however, that the rights of a Holder to demand registration under Section 2 may be assigned to an Affiliate of such Holder upon (i) advance written notice furnished to the Company stating the of the name and address of such transferee or assignee and the Registrable Securities with respect to which such registration rights are being assigned and (ii) such transferee or assignee agrees in writing to be bound by and subject to all of the terms and conditions set forth in this Agreement.

(e)          Counterparts. This Agreement may be executed and delivered in any number of counterparts, including by electronic transmission, and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

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(f)          Jurisdiction. The Company agrees that any suit, action or proceeding against the Company brought by any Holder, the directors, officers, employees, Affiliates and agents of any Holder, or by any person who controls any Holder, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court in the State of New York, and waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in such courts, and irrevocably submits to the non- exclusive jurisdiction of such courts in any suit, action or proceeding. To the extent that the Company may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Holder, the directors, officers, employees, Affiliates and agents of any Holder, or by any Person who controls any Holder, in any court of competent jurisdiction.

(g)          Common Stock Held by the Company. Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(h)          Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i)          Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York.

(j)        Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

(k)        Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Registrable Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

(l)          Notification of Transfer Agent. As promptly as practicable after a Prospectus or supplement thereto for resale of the Registrable Securities is ordered effective by the SEC, the Company shall deliver to the transfer agent for such Common Stock (with copies to the Holder whose Common Stock is included in such Prospectus or supplement thereto) confirmation that such Prospectus or supplement thereto has been declared effective by the SEC.

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

COMPANY

CONTANGO ORE, INC.

By:                                                                                                  

Name: Rick Van Nieuwenhuyse

Title: CEO

[Signature Page to Registration Rights Agreement]

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Annex ACONTANGO ORE, INC.

FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

The undersigned beneficial holder of securities of Contango ORE, Inc. (the “Company”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of December 23, 2022 (the “Registration Rights Agreement”), between the Company and the Purchasers named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Registration Rights Agreement.

Each beneficial holder of Registrable Securities (each a “beneficial owner”), is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a Selling Securityholder (defined below) in the related prospectus, deliver a prospectus to purchasers of Registrable Securities and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions as described below). Beneficial owners that do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as Selling Securityholder s in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Registration Statement.

Certain legal consequences arise from being named as a Selling Securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a Selling Securityholder in the Registration Statement and the related prospectus.

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NOTICE

The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby gives notice to the Company of its intention to sell or otherwise dispose of Registrable Securities beneficially owned by it and listed below in Item 3 (unless otherwise specified under such Item 3) pursuant to the Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire, understands that it, he or she will be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.

Pursuant to the Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Company’s directors and officers and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from and against certain losses arising in connection with statements concerning the undersigned made, with the approval of the undersigned, not to be unreasonably withheld, in the Company’s Registration Statement or the related prospectus in reliance upon the information provided in this Notice and Questionnaire.

If the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item 3 below after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Registration Rights Agreement, and the Company will require such transferee(s) to execute a questionnaire and such other documentation to ensure compliance with applicable law and regulations.

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QUESTIONNAIRE

Please respond to every item, even if your response is “none.” If you need more space for any response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the following questions.

If you have any questions about the contents of this Questionnaire or as to who should complete this Questionnaire, please contact Ms. Leah Gaines of the Company at telephone number:

(713) 294-8380

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

1. Your Identity and Background as the Beneficial Owner of the Registrable Securities.

(a)          Your full legal name:

(b)          Your business address (including street address) (or residence if no business address), telephone number, facsimile number and email:

Address:

Telephone No.:

Email:

Fax No.:

(c)          Are you a broker-dealer registered pursuant to Section 15 of the Exchange Act?

☐ Yes.

☐ No.

(d) If your response to Item 1(c) above is no, are you an “affiliate” of a broker-dealer registered pursuant to Section 15 of the Exchange Act?

☐ Yes.

☐ No.

For the purposes of this Item 1(d), an “affiliate” of a registered broker-dealer includes any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such broker-dealer, and does not include any individuals employed by such broker-dealer or its affiliates.

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(e) Full legal name of person through which you hold the Registrable Securities — (i.e., name of your broker or the DTC participant, if applicable, through which your Registrable Securities are held):

Name of Broker:

DTC No.

Contact Person.:

Telephone No.:

Email:

2. Your Relationship with the Company.

(a) Have you or any of your affiliates, officers, directors or principal equity holders (owners of 5% or more of the equity securities of the undersigned) held any position or office or have you had any other material relationship with the Company (or its predecessors or affiliates) within the past three years?

☐ Yes.

☐ No.

(b)          If your response to Item 2(a) above is yes, please state the nature and duration of your relationship with the Company:

3. Your Interest in the Registrable Securities.

(a)          State the type and amount of Registrable Securities beneficially owned by you:

State the CUSIP No(s). of such Registrable Securities beneficially owned by you:

(b) Other than as set forth in your response to Item 3(a) above, do you beneficially own any other securities of the Company?

☐ Yes.

☐ No.

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(c) If your answer to Item 3(b) above is yes, state the type, the aggregate amount and CUSIP No. of such other securities of the Company beneficially owned by you:

Type:

Aggregate amount

CUSIP NO.

(d) Did you acquire the securities listed in Item 3(a) above in the ordinary course of business?

☐ Yes.

☐ No.

(e) At the time of your purchase of the securities listed in Item 3(a) above, did you have any agreements or understandings, direct or indirect, with any person to distribute the securities?

☐ Yes.

☐ No.

If your response to Item 3(e) above is yes, please describe such agreements or understandings:

4. Nature of your Beneficial Ownership.

(a) Check if the beneficial owner set forth in your response to Item 1(a) is any of the below:

(i) A reporting company under the Exchange Act. *

(ii) A majority owned subsidiary of a reporting company under the Exchange Act.

(iii) A registered investment fund under the Investment Act of 1940.

(b) If the beneficial owner of the Registrable Securities set forth in your response to Item 1(a) above is a limited partnership, state the names of the general partners of such limited partnership:

(i)          With respect to each general partner listed in Item 4(b) above who is not a natural person and is not publicly-held, name each shareholder (or holder of partnership interests, if applicable) of such general partner. If any of these named shareholders are not natural persons or publicly-held entities, please provide the same information. This process should be repeated until you reach natural persons or a publicly-held entity.

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(c) Name your controlling shareholder(s) (the “Controlling Entity”). If the Controlling Entity is not a natural person and is not a publicly-held entity, name each shareholder of such Controlling Entity. If any of these named shareholders are not natural persons or publicly-held entities, please provide the same information. This process should be repeated until you reach natural persons or a publicly-held entity.

(i) (A) Full legal name of Controlling Entity(ies) or natural person(s) who have sole or shared voting or dispositive power over the Registrable Securities:

(B) Business address (including street address) (or residence if no business address), telephone number, facsimile number and email address of such person(s):

Address:

Telephone No.:

Fax No.:

Email:

(C) Name of shareholders:

(ii) (A) Full legal name of Controlling Entity(ies):

(B) Business address (including street address) (or residence if no business address), telephone number, facsimile number and email address of such person(s):

Address:

Telephone No.:

Fax No.:

Email:

 (iii) Name of shareholders:

A-6

5. Short Positions

(A) Do you have an existing short position in the equity securities of the Company?

☐ Yes.

☐ No.

(B) If the answer to (A) is “Yes,” please describe the equity securities involved and the size of the short position.

(C) If the answer to (A) is “Yes” and the short position was created prior to the registration of the Registrable Securities, the short position may not be closed out with any Registrable Securities you own.

6. Plan of Distribution.

Except as set forth below, the undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item 3 pursuant to the Registration Statement only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters, broker-dealers or agents, the Selling Securityholder will be responsible for underwriting discounts or commissions or agents’ commissions in accordance with the Registration Rights Agreement. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, or (iii) in transactions other than on such exchanges or services or in the over-the-counter market. The Selling Securityholder may pledge or grant a security interest in some or all of the Registrable Securities owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Registrable Securities from time to time pursuant to the prospectus. The Selling Securityholder also may transfer and donate the Registrable Securities in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the Selling Securityholder for purposes of the prospectus.

State any exceptions here:

A-7

Note: In no event will such method(s) of distribution take the form of an underwritten offering of the Registrable Securities without the prior written agreement of the Company.

The undersigned acknowledges its, his or her obligation to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither it, he, she nor any person acting on its, his or her behalf will engage in any transaction in violation of such provisions.

The undersigned beneficial owner and Selling Securityholder hereby acknowledges its, his or her obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons as set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify the undersigned beneficial owner and Selling Securityholder against certain liabilities.

In accordance with the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective.

All notices to the beneficial owner hereunder and pursuant to the Registration Rights Agreement shall be made in writing to the undersigned at the address set forth in Item 1(b) of this Notice and Questionnaire.

By signing below, the undersigned acknowledges that it, he or she is the beneficial owner of the Registrable Securities set forth herein, consents to the disclosure of the information contained in this Notice and Questionnaire and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

Once this Notice and Questionnaire is executed by the undersigned beneficial owner and received by the Company, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives and assigns of the Company and the undersigned beneficial owner. This Notice and Questionnaire shall be governed in all respects by the laws of the State of New York, without giving effect to rules governing the conflict of laws.

A-8

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:	FOR INDIVIDUALS*
	[Signature of Selling Securityholder]
	[Print full name of Selling Securityholder]
	FOR ENTITIES
	[Print full name of selling stockholder]
	By:
		Name:Title:
	[Print full name and title of authorized agent [and attach evidence of authority to act as such]]

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICEAND QUESTIONNAIRE TO CONTANGO ORE, INC. AS FOLLOWS:

Contango ORE, Inc.

3700 Buffalo Speedway, Suite 925

Houston, Texas 77098

Attention: Leah Gaines

Facsimile: 713-621-7329Email: leah.gaines@contangoore.com

A-9

EX-10.1

Exhibit 10.1

SUBSCRIPTION AGREEMENT

CONTANGO ORE, INC.

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of the date on the signature page hereto, by and between Contango ORE, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Purchaser”).

WHEREAS, the Company’s common stock, par value $0.01 per share (the “Common Stock”) is listed on the NYSE American under the ticker symbol “CTGO”;

WHEREAS, Purchaser desires to subscribe for and purchase from the Company (i) the number of shares of Common Stock set forth on the signature page hereto (the “Shares”) and (ii) a warrant, in the form attached hereto as Exhibit A (the “Warrant”), entitling the Purchaser to purchase shares of Common Stock (the “Warrant Shares”, and together with the Shares and the Warrant, the “Securities”) for the aggregate purchase price set forth on the signature page hereto (the “Purchase Price”), which payment will be directed to the Company, and the Company desires to issue and sell to Purchaser the Shares and the Warrant in consideration of the payment of the Purchase Price by Purchaser to the Company;

WHEREAS, certain other purchasers (the “Other Purchasers”) have entered into separate subscription agreements with the Company;

WHEREAS, the Purchaser, along with the Other Purchasers and upon acceptance by the Company of the subscription set forth herein, will enter into the Registration Rights Agreement in the form attached hereto as Exhibit B (the “Registration Rights Agreement”) in connection with the closing of the transactions contemplated by this Subscription Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties agree as follows:

1.         Acceptance of Subscription.  It is understood and agreed that the Company shall have the right to accept or reject this subscription, in whole or in part, and that the same shall be deemed to be so accepted only when it is signed by the Company.  Once accepted, this subscription shall be irrevocable by the Company.

2.         Representations, Warranties and Covenants of Purchaser.  Purchaser hereby represents and warrants to and covenants with the Company as follows:

(a)            Economic Loss and Sophistication.  Purchaser is able to bear the economic risks of this investment, and consequently, without limiting the generality of the foregoing, Purchaser is able to hold the Shares for an indefinite period of time and has a sufficient net worth to sustain a loss of all or a portion of its investment in the Shares in the event such loss should occur.  Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the risks and merits of this investment.

(b)            Investment Intent.  Purchaser understands and acknowledges that the sale of the Securities is being made in reliance on Section 4(a)(2) and Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), or under other applicable exemptions from registration thereunder.  Purchaser is acquiring the Securities for its own account, for investment and not with view to the distribution, resale, subdivision, or fractionalization thereof, and Purchaser has no present plans to enter into any contract, undertaking, agreement, or arrangement for any such distribution, resale, subdivision, or fractionalization.

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(c)            Non-Registered Securities.  Purchaser understands that (i) the Securities (A) have not been registered under the Securities Act or any state securities laws, (B) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of the Securities Act, and (C) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings, and (ii) Purchaser must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered or exempted under the Securities Act and applicable state securities laws.  Purchaser represents that it is knowledgeable with respect to Rule 144 of the Securities and Exchange Commission promulgated under the Securities Act.

(d)            Information.  Purchaser acknowledges and agrees that: (i) the Company has provided or made available to Purchaser (through EDGAR, the Company’s website or otherwise) (A) the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2022, including the risk factors set forth therein, (B) the Company’s Definitive Proxy Statement on Schedule 14A filed on October 4, 2022, (C) the Company’s filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), filed on or prior to the date of this Subscription Agreement, (D) all press releases or investor presentations issued by the Company on or prior to the date of this Subscription Agreement that are included in a filing by the Company on Form 8-K or clearly posted on the Company’s website, (E) the Private Placement Memorandum dated December 8, 2022 (the “Private Placement Memorandum”) regarding the Securities and the Company, as amended or supplemented on or prior to the date hereof, and (F) this Subscription Agreement and any other written materials furnished or made available to Purchaser by or on behalf of the Company and related to the purchase of the Shares, on or prior to the date hereof ((A) through (F), collectively, the “Offering Materials”); (ii) Purchaser has read carefully and understands the information supplied by the Company with respect to a prospective investment in the Securities, including as set forth in the Offering Materials; (iii) Purchaser has consulted and obtained the advice of its own attorneys, accountants, tax consultants and investment advisers with respect to the investment in the Shares contemplated hereby and its suitability for Purchaser; (iv) Purchaser has had the opportunity to obtain any additional information necessary to verify the accuracy of the information contained in such documents and to evaluate the merits and income tax consequences of the investment; and (v) Purchaser has been given the opportunity to meet with representatives of the Company and to have said representatives answer any questions regarding the terms and conditions of this particular investment, and all such questions have been answered to its full satisfaction.  Purchaser understands that actual results may not correspond to the assumptions set forth in the Offering Materials regarding the Company.  Purchaser will carefully review any supplements to the Offering Materials upon receipt thereof.  In considering an investment in the Securities and in delivering this Subscription Agreement, Purchaser hereby acknowledges, represents, and warrants that it has relied solely upon the Offering Materials and independent investigations made by Purchaser and its representatives.  Purchaser is not relying upon any representations made by, or other information (whether oral or written) furnished by or on behalf of, the Company or any officer, employee, agent or affiliate of any thereof, other than as set forth in the Offering Materials.  Purchaser has carefully considered and has, to the extent it believes such discussion necessary, discussed with its representatives the suitability of an investment in the Securities in light of its particular tax and financial situation, and Purchaser and its representatives have determined that the Securities being subscribed for by Purchaser hereunder is a suitable investment for it.  Purchaser is not subscribing pursuant hereto for the Securities as a result of, or pursuant to: (1) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media (including any internet site whose information about the Company is not password protected) or broadcast over television or radio; or (2) any seminar or meeting whose attendees, including Purchaser, had been invited as a result of, or pursuant to, any general solicitation or advertising.

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(e)            Existing Relationship.  Purchaser became aware of this offering of the Securities solely and directly from the Company as a result of a pre-exiting, substantial relationship with the Company, and the Securities were offered to Purchaser solely by direct contact between Purchaser and Company. Purchaser did not become aware of this offering of the Securities, nor were the Securities offered to Purchaser, by any other means. Purchaser acknowledges that the Company has not acted as its financial advisor or fiduciary. Purchaser acknowledges that the Company represents and warrants that the Securities (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any other federal, state or foreign securities laws.

(f)            State & Foreign Securities Laws; Other Relevant Laws.  Purchaser represents that it meets any additional or different suitability standards imposed by the securities and other laws of the jurisdiction of Purchaser’s principal place of business, residence or domicile applicable to or required in connection with an investment in the Securities.

(g)            Purchaser Awareness.  Purchaser has examined the Offering Materials and such other information as it has deemed necessary to evaluate independently and to understand the merits and risks of an investment in the Securities.  Purchaser is aware and understands that Purchaser is not entitled to cancel, terminate or revoke this Subscription Agreement or any of the powers conferred herein.

(h)            High Degree of Risk.  Purchaser has been advised and understands that the purchase of the Securities involves a high degree of risk and uncertainty.  Purchaser has read and understands the risk factors under the heading “Risk Factors” set forth in the Private Placement Memorandum and the other Offering Materials.

(i)            Due Formation; Good Standing; Authorization.  If not a natural person, (i) Purchaser has been duly formed and is validly existing and in good standing under the laws of the jurisdiction governing its formation, (ii) Purchaser is qualified, and has all requisite power and authority under its organizational documents and applicable laws to execute and deliver this Subscription Agreement and to perform its obligations hereunder, and (iii) the person signing this Subscription Agreement on behalf of Purchaser has been duly authorized by it to do so.  If Purchaser is a natural person, Purchaser is qualified and has all requisite legal capacity to acquire and hold the Securities and to execute and deliver this Subscription Agreement and to perform its obligations hereunder.

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(j)            Investment Company Act.  Purchaser understands and acknowledges that the Company is not registered as, and does not have any obligation or intention to register as, an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).  Purchaser, if it is a private investment company or a non-U.S. investment company exempt from registration under the Investment Company Act pursuant to Section 3(c)(1) or 3(c)(7) thereunder, is not structured or operated for the purpose or as a means of circumventing the provisions of the Investment Company Act.

(k)            Investor Status.  Purchaser is an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring the Securities only for its own account and not for the account of others, or if Purchaser is subscribing for the Securities as a fiduciary or agent for one or more investor accounts, each owner of such account is an accredited investor and Purchaser has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Securities with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A following the signature page hereto). Purchaser is not an entity formed for the specific purpose of acquiring the Securities.

(l)            ERISA.  Except as otherwise specifically disclosed by Purchaser to the Company, Purchaser is not a Benefit Plan Investor (as defined below).  If Purchaser is a Benefit Plan Investor, the purchase and holding of the Shares by Purchaser will not result in a prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), for which an exemption is not available.  If Purchaser is a Benefit Plan Investor, it acknowledges that Purchaser has evaluated for itself the merits of an investment in the Company, and it has not solicited and has not received from the Company, its affiliates, or any director, officer, partner, member, manager, employee or agent of the Company or such affiliate, any evaluation or other investment advice on any basis in respect of the advisability of a subscription for the Securities in light of the plan’s assets, cash needs, investment policies or strategy, overall portfolio composition or plan for diversification of assets and it is not relying and has not relied on the Company, any of its affiliates, or any director, officer, partner, member, manager, employee or agent of the Company or any such affiliate, for any such advice.  If Purchaser is a Benefit Plan Investor, the trustee or other plan fiduciary directing the investment (i) in making the proposed investment, is aware of and has taken into consideration the diversification requirements of Section 404(a)(1)(C) of ERISA and (ii) has concluded that the proposed investment in the Company is permissible under the documents governing the plan and the fiduciary, is prudent and is consistent with other applicable fiduciary responsibilities under ERISA.  If Purchaser is an individual retirement account or an employee benefit plan not subject to Title I of ERISA, such as a governmental or church plan, the owner of the individual retirement account or other fiduciary directing the investment of the plan has concluded that the proposed investment in the Company is permissible under the documents and applicable law governing the account or the plan and the fiduciary, is prudent and is consistent with its other fiduciary responsibilities, if any.  For purposes hereof, a “Benefit Plan Investor” is (A) an employee benefit plan subject to Part 4 of Subtitle B of Title I of ERISA, (B) any plan to which Section 4975 of the Code applies, or (C) an entity whose underlying assets include plan assets (within the meaning of Section 3(42) of ERISA) by reason of a plan’s investment in the entity.

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(m)            Section 13 and Section 16 Compliance.  Purchaser understands and acknowledges that ownership of the Securities in certain amounts may subject Purchaser to reporting and other informational requirements imposed by Section 13 and Section 16 of the Exchange Act.  In addition, without limiting the generality of the foregoing, Section 16(b) of the Exchange Act imposes liability on company “insiders” for realizing short-swing profits relating to the Company’s securities.  Purchaser is responsible for any and all filing requirements under Section 13 and Section 16 of the Exchange Act.  The Company cannot advise the Purchaser regarding, nor is the Company responsible for, any Purchaser filing requirements under Section 13 and Section 16 of the Exchange Act.  Purchaser is urged to seek the advice of counsel with respect to the application of Section 13 and Section 16 of the Exchange Act to such Purchaser’s particular situation as well as any other consequences arising under U.S. federal or state securities laws or under the laws of any foreign jurisdiction.

(n)            Truth and Accuracy.  Purchaser understands and acknowledges that the Securities are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws, and that the Company is relying in part upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth in this Subscription Agreement in (i) concluding that the issuance and sale of the Securities is a “private offering” and, as such, is exempt from the registration requirements of the Securities Act, and (ii) determining the applicability of such exemptions and the suitability of such Purchaser to purchase the Securities.

(o)            Compliance with Other Instruments and Laws; Valid and Binding Obligation; No Authorization Required.  The execution and delivery of, and performance of the terms and obligations of, this Subscription Agreement will not cause Purchaser to violate any judgment, order, decree, law, ordinance, rule, regulation, statute, agreement, charter, organizational document or indenture to which Purchaser or Purchaser’s property is subject.  Assuming due authorization, execution and delivery of this Subscription Agreement by the Company, this Subscription Agreement is a valid and legally binding obligation of Purchaser, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, reorganization, moratorium or other similar laws relating to the enforcement of creditors’ rights generally and by general principles of equity.  No authorization, consent or approval is required to be obtained by Purchaser from any governmental authority or agency or other official body in any relevant jurisdiction in connection with the execution or delivery of this Subscription Agreement by Purchaser or the performance by Purchaser of its obligations under this Subscription Agreement.

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(p)            Anti-Terrorism Representations.  Neither Purchaser, nor any of its beneficial owners, appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury or in the Annex to United States Executive Order 13224 – Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, nor are they otherwise a prohibited party under the laws of the United States.  Purchaser further represents that the monies used to fund the investment in the Shares are not derived from, invested for the benefit of, or related in any way to, the governments of, or persons within, any country under a U.S. embargo enforced by the Office of Foreign Assets Control.

(q)            Anti-Money Laundering Representations.

(i)            Purchaser does not know or have any reason to suspect that (A) the monies used to fund Purchaser’s investment in the Securities have been or will be derived from or related to any illegal activities, including but not limited to, money laundering activities, or (B) the proceeds from Purchaser’s investment in the Securities will be used to finance any illegal or illegitimate activities.  Purchaser (1) has conducted thorough due diligence with respect to all of its beneficial owners, (2) has established the identities of all beneficial owners and the source of each of the beneficial owner’s funds and (3) will retain evidence of any such identities, any such source of funds and any such due diligence.  Purchaser understands and agrees that, notwithstanding anything to the contrary contained in any document, if, following Purchaser’s subscription for the Securities, the Company reasonably believes that any aspect of a transaction with Purchaser (whether by virtue of Purchaser holding the Securities or otherwise) will be in contravention of United States federal, state, international or other laws or regulations, including anti-money laundering laws, the Company may be obligated to “freeze the account” of Purchaser, including prohibiting any distributions with respect to the Securities.  In addition, in any such event, Purchaser may be forced to withdraw from the Company or may otherwise be subject to the remedies required by law, and, to the fullest extent permitted by applicable law, Purchaser shall have no claim against any person for any form of damages as a result of any of the actions described in this paragraph.

(ii)            Purchaser agrees to execute instruments, provide information, or perform any other acts as may reasonably be requested by the Company or an authorized representative of the Company, for the purpose of: (A) carrying out due diligence as may be required by applicable law to establish and verify Purchaser’s identity and source of funds, as well as those of any of Purchaser’s beneficial owner(s) and of any of Purchaser’s investors, partners, members, managers, directors, officers, beneficiaries or grantors and beneficial owner(s) of such investors, partners, members, managers, directors, officers, beneficiaries or grantors, as applicable; (B) maintaining records of such identities and sources of funds, or verifications or certifications as to the same; and (C) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering statutes, regulations or conventions applicable to the Company (including the use of “truth technologies” such as World-Check, to verify any such information).

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(iii)            None of Purchaser, any person controlling or controlled by Purchaser, any person having a beneficial interest in Purchaser or any person for whom Purchaser is acting as agent or nominee in connection with the Securities is: (A) a senior official in the executive, legislative, administrative, military or judicial branches of a non-U.S. government (whether elected or not), a senior official of a major non-U.S. political party, or a senior executive of a non-U.S. government owned corporation (“SFPF”); (B) an immediate family member of any SFPF; (C) a person who is widely or publicly known (or should be known by Purchaser) to maintain a close personal relationship with any SFPF; or (D) a person that has been formed by or for the benefit of any SFPF.

(iv)            In the event that Purchaser is a non-U.S. banking institution (a “Non-U.S. Bank”) or receives deposits from, makes payments to or conducts transactions relating to, a Non-U.S. Bank in connection with Purchaser’s investment in the Company, such Non-U.S. Bank: (A) has a fixed address, other than an electronic address or a post office box, in a country in which it is authorized to conduct banking activities; (B) employs one or more individuals on a full-time basis; (C) maintains operating records related to its banking activities; (D) is subject to inspection by the banking authority that licensed it to conduct banking activities; and (E) does not provide banking services to any other Non-U.S. Bank that does not have a physical presence in any country and that is not a registered affiliate.

(v)            Purchaser agrees that the representations and warranties set forth in this Section 2(q) shall be deemed repeated and reaffirmed by Purchaser as of each date that Purchaser is required to make a contribution of capital to, or to receive a distribution from, the Company.

(r)            As of the date of this Subscription Agreement, the Purchaser and its affiliates do not have, to the Purchaser’s knowledge, and during the 30 day period prior to the date of this Subscription Agreement the Purchaser and its affiliates, to Purchaser’s knowledge, have not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the Common Stock.

(s)            Brokers and Dealers.  The Purchaser has not dealt with any broker or finder in connection with the transactions contemplated by this Subscription Agreement, and has not incurred, and shall not incur, directly or indirectly, any liability for any brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the transactions contemplated by this Subscription Agreement.  The Purchaser agrees that it will indemnify and hold harmless the Company and each Indemnified Person (as defined below) from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by the Purchaser in connection with the purchase of the Securities or the consummation of the transactions contemplated by this Subscription Agreement.

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(t)            Counsel to the Company Does Not Represent Purchaser.  Purchaser understands and acknowledges that Holland & Knight LLP represents only the Company, and not Purchaser, in connection with the issuance and sale of the Securities.

(u)            No Filing Required.  It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Subscription Agreement that any document be filed, recorded or enrolled by Purchaser with any governmental department or other authority in any relevant jurisdiction.

(v)            Effect and Time of Representations.  The foregoing representations, warranties, covenants and agreements, together with all other representations, warranties, covenants and agreements made or given by Purchaser to the Company in any other written statement or document delivered in connection with the transactions contemplated hereby, shall be true and correct in all respects on and as of the date the Company accepts this subscription as if made on and as of such date and shall survive such date.  In addition, Purchaser agrees to notify the Company promptly of any change in any representation, warranty, covenant or agreement relating to Purchaser set forth herein and to provide the Company with such further information as the Company may reasonably require.

3.        Restrictions on Transfer.

(a)            Resale Restrictions.  Purchaser understands that the offer and sale of the Securities to such Purchaser have not been registered under the Securities Act or under any state securities laws.  Purchaser agrees not to offer, sell or otherwise transfer the Securities, or any interest in the Securities, unless (i) the offer and sale is registered under the Securities Act, (ii) the Securities may be sold in accordance with the applicable requirements and limitations of Rule 144 under the Securities Act and any applicable state securities laws and, if the Company reasonably requests, such Purchaser delivers to the Company an opinion of counsel to such effect, or (iii) such Purchaser delivers to the Company an opinion of counsel reasonably satisfactory to the Company that the offer and sale is otherwise exempt from Securities Act registration.

(b)            Common Stock Restrictive Legend.  Purchaser understands and agrees that a legend in substantially the following form will be placed on the certificates of the Securities:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND WERE OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT.

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(c)            Illiquid Investment.  Purchaser acknowledges that it, he or she must bear the economic risk of its investment in the Securities for an indefinite period of time, until such time as the Securities are registered or an exemption from registration is available.

4.        Closing.

(a)            The closing of the sale and purchase of the Securities (the “Closing”) under this Subscription Agreement shall take place on such date and at such place as shall be selected by the Company in its sole discretion.

(b)             Purchaser acknowledges receipt of the Registration Rights Agreement and, upon the Closing, hereby specifically accepts, adopts and agrees to be bound by each provision thereof and agrees that its signature page to this Subscription Agreement shall constitute its counterpart signature page to the Registration Rights Agreement.

5.        Indemnification.  Purchaser acknowledges that it understands the meaning and legal consequences of the representations, warranties and covenants set forth in Section 2 hereof and that the Company has relied and will rely upon such representations, warranties and covenants, and Purchaser hereby agrees to indemnify and hold harmless the Company and its respective affiliates, partners, directors, officers, members, managers, controlling persons, agents and employees (each, an “Indemnified Person”), from and against any and all loss, damage or liability, joint or several, and any action in respect thereof, to which any such person may become subject due to or arising out of a breach of any such representation, warranty, agreement or covenant.  The reimbursement and indemnity obligations of Purchaser under this paragraph shall be in addition to any liability which Purchaser may otherwise have, and shall be binding upon and inure to the benefit of any successors, assigns, heirs, estates, executors, administrators and personal representatives of the Indemnified Persons.  To the extent any Indemnified Person is not a party to this Subscription Agreement and is therefore unable to directly enforce the indemnity provisions of this Section 5, it is agreed that the Company shall be entitled and is hereby authorized (but is not obliged) to enforce the provisions of this Section 5 on behalf of each Indemnified Person.

6.        Survival.  All representations, warranties and covenants contained in this Subscription Agreement and the indemnification contained in Section 5 hereof, shall survive the execution, delivery and acceptance of this Subscription Agreement.

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7.        Governing Law; Waiver of Trial By Jury.  THIS SUBSCRIPTION AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.  This Subscription Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Subscription Agreement or the negotiation, execution or performance of this Subscription Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection herewith), will be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflicts of laws.  Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of Delaware, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any such action.  The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute.  Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  EACH OF THE PARTIES TO THIS SUBSCRIPTION AGREEMENT HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING UNDER THIS SUBSCRIPTION AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS SUBSCRIPTION AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.  EACH OF THE PARTIES TO THIS SUBSCRIPTION AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS SUBSCRIPTION AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS SUBSCRIPTION AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

8.        Attorneys’ Fees.  In any action or proceeding brought to enforce any provision of this Subscription Agreement, or where any provision hereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorneys’ fees (including any fees incurred in any appeal) in addition to its costs and expenses and any other available remedy.

9.        Assignment.  Purchaser agrees that it will not transfer or assign this Subscription Agreement or its rights and obligations hereunder.

10.      Binding Effect.  Except as otherwise provided herein, this Subscription Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns.

11.      Entire Agreement.  This Subscription Agreement, together with all attachments, schedules and exhibits thereto, supersede any oral or written agreements or understandings heretofore made, and contain the entire agreement of the parties, and there are no representations, warranties, covenants, or other agreements except as stated or referred to herein or therein.

12.      Amendment.  This Subscription Agreement may be modified or amended only with the written consent of the Company and Purchaser.

13.      Counterparts.  This Subscription Agreement may be executed in one or more separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

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14.      Gender; Headings; “Including”.  Pronouns in neuter gender shall be construed to include any other gender unless the context clearly otherwise requires.  Headings appearing at the beginning of any section are for convenience only and shall not constitute part of such section and shall be disregarded in construing the language contained in such section.  The word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions.

15.      Severability.  Should any portion or provision of this Subscription Agreement be declared illegal, invalid or unenforceable in any jurisdiction, then such portion or provision shall be deemed to be severable from this Subscription Agreement to the extent practicable while preserving the economic intention of the parties and, in any event, such illegality, invalidity or unenforceability shall not affect the remainder hereof.

16.      Further Assurances.  Purchaser will promptly furnish to the Company such additional information that the Company may hereafter reasonably require in order to determine or verify the information provided herein or which the Company reasonably believes will enable the Company to comply with all applicable anti-money laundering statutes, rules, regulations and policies, including any policies applicable to an investment held or proposed to be held by the Company.

17.      PDF Signature Pages.  This Subscription Agreement may be validly executed and delivered by PDF format through electronic mail and such document shall be considered authentic and binding.

[SIGNATURE PAGES FOLLOW]

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PURCHASER SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement for the purchase of the Shares and the Warrant. This page constitutes the signature page for each of (i) the Subscription Agreement for the purchase of the Shares in the amount set forth below, (ii) the Warrant Agreement, entitling the Purchaser to purchase shares of Common Stock in the amount set forth below and (iii) the Registration Rights Agreement. Upon acceptance by the Company, the undersigned shall be obligated to purchase the Shares and the Warrant at $20.00 per Share in cash and remit payment thereof to the Company as set forth below.

Dated:	December 23, 2022	(1)
	Insert Date	Name of Purchaser
		By:	(2)
$		Signature of Authorized Person
	Insert amount of shares of Common Stock to be purchased at $20.00 per share of Common Stock. Such amount shall also constitute the amount of Warrant Stock under the Warrant Agreement.		(3)
		Name
			(4)
		TItle

Type or print legibly:  the name of the Purchaser on line (1) above; the name of the individual signing on behalf of the Purchaser on line (3) above; and the title of the person signing on behalf of the Purchaser on line (4) above.  The person signing on behalf of the Purchaser should place his or her signature on line (2) above.

Address:

Contact Name:

Telephone No.:

Email Address:

Purchaser Signature Page to Subscription Agreement

COMPANY SIGNATURE PAGE

Not To Be Completed By Purchaser

Subscription for ____________ shares of Common Stock at $20.00 per share and a Warrant entitling the Purchaser to purchase ______________ shares accepted as of December 23, 2022. This page constitutes the signature page for each of (i) the Subscription Agreement for the purchase of the Shares in the amount set forth above by the Purchaser and (ii) the Warrant Agreement, entitling the Purchaser to purchase shares of Common Stock in the amount set forth above.

CONTANGO ORE, INC.

By:

Name:

Title:

Company Signature Page to Subscription Agreement

Schedule A

Eligibility Representations of Purchaser

This Annex A should be completed and signed by Purchaser and constitutes a part of the Subscription Agreement.

A. ACCREDITED INVESTOR STATUS (Please check the box, if applicable)

☐ Purchaser is an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) and has marked and initialed the appropriate box below indicating the provision under which it qualifies as an “accredited investor.”

B. AFFILIATE STATUS

(Please check the applicable box)

PURCHASER:

☐ is:

☐ is not:

an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company.

Purchaser has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to Purchaser and under which Purchaser accordingly qualifies as an “accredited investor.”

☐ (1) Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

☐ (2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

Schedule A to Subscription Agreement

☐ (3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

☐ (4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

☐ (5) Any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000;

(i) For purposes of calculating net worth under this paragraph (5):

(A) The person's primary residence shall not be included as an asset;

(B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

(C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

☐ (6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

☐ (7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in § 230.506(b)(2)(ii) of the Securities Act;

☐ (8) Any entity in which all of the equity owners are accredited investors;

☐ (9) Any entity, of a type not listed in paragraph (1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

Schedule A to Subscription Agreement

☐ (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (10), the Commission will consider, among others, the following attributes:

(i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution;

(ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing;

(iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and

(iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable;

☐ (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;

☐ (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1):

(i) With assets under management in excess of $5,000,000,

(ii) That is not formed for the specific purpose of acquiring the securities offered, and

(iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; or

☐ (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a)(12)(iii).

Schedule A to Subscription Agreement

Exhibit A

Form of Warrant Agreement

Exhibit A to Subscription Agreement

Exhibit B

Form of Registration Rights Agreement

Exhibit B to Subscription Agreement

EX-10.2

Exhibit 10.2

WARRANTto Purchase Common Stock ofContango ORE, Inc.a Delaware corporation(the “Company”)

As of December 23, 2022

THE WARRANT EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED UNLESS (i) THE OFFER AND SALE IS REGISTERED UNDER THE SECURITIES ACT, OR (ii) THE OFFER AND SALE IS EXEMPT FROM SECURITIES ACT REGISTRATION. IN ADDITION, THE WARRANT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY THE HOLDER EXCEPT TO AN AFFILIATE OF THE HOLDER; PROVIDED, HOWEVER, THAT THAT SUCH TRANSFEREE MUST HAVE THE QUALIFICATIONS NECESSARY TO BE AN INITIAL PURCHASER OF THE WARRANT.

The undersigned (“Holder”), or registered assigns, is entitled to purchase from the Company at any time following the date of this Warrant until 5 p.m., Central Standard Time, on the second (2nd) anniversary of the date of this Warrant (the “Expiration Date”), the number of shares set forth on the signature page hereto of Warrant Stock (as defined below), in whole or in part, at a per share of Warrant Stock purchase price at any date equal to the Purchase Price (as defined below), all on the terms and conditions herein below provided.

This Warrant is issued pursuant to a Subscription Agreement dated as of the date of this Warrant between the Holder and the Company (the “Agreement”).

Section 1.          Certain Definitions. In addition to the terms defined below and elsewhere in this Warrant, capitalized terms that are not otherwise defined herein shall have the meanings given to such terms in the Agreement.

“Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company after the Closing Date other than shares of Common Stock issued pursuant to options to purchase Common Stock issued pursuant to the Company’s Amended and Restated 2010 Equity Compensation Plan, including those options issued to date.

“Affiliate” shall mean any other person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified persons. For purposes of this definition, control of a person means the power, direct or indirect, to direct or cause the direction of the management and policies of such person whether by contract or otherwise.

“Aggregate Purchase Price” shall have the meaning given in Section 2 below.

“Board of Directors” shall mean the duly appointed board of directors of the Company.

“Business Day” shall mean a day, other than a Saturday, Sunday or legal holiday on which commercial banks are authorized or obligated by law or executive order to close in the State of Texas.

“Closing Date” shall mean the date of this Warrant.

“Commission” shall mean the Securities and Exchange Commission.

“Common Stock” shall mean the Company’s authorized common stock, $.01 par value per share, as constituted on the date of original issuance of this Warrant, and any stock into which such common stock may thereafter be changed.

“Convertible Securities” shall mean evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for Additional Shares of Common Stock, either immediately or upon the arrival of a specified date or the happening of a specified event.

“Current Market Price” shall mean, as of any particular date: (a) the volume weighted average of the closing sales prices of the Common Stock for such day on all domestic securities exchanges on which the Common Stock may at the time be listed; (b) if there have been no sales of the Common Stock on any such exchange on any such day, the average of the highest bid and lowest asked prices for the Common Stock on all such exchanges at the end of such day; (c) if on any such day the Common Stock is not listed on a domestic securities exchange, the closing sales price of the Common Stock as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association for such day; or (d) if there have been no sales of the Common Stock on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for the Common Stock quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day immediately prior to the day as of which “Current Market Price” is being determined; provided, that if the Common Stock is listed on any domestic securities exchange, the term “Business Day” as used in this sentence means Business Days on which such exchange is open for trading. If at any time the Common Stock is not listed on any domestic securities exchange or quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the “Current Market Price” of the Common Stock shall be the fair market value as determined by the Board of Directors using its good faith judgment. The Board of Directors’ determination shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

“Eligible Stock Units” shall have the meaning in Section 2 below.

“Person” shall mean any individual, corporation, partnership, association, joint stock company, trust or trustee thereof, estate or executor thereof, unincorporated organization or joint venture, court or governmental unit or any agency or subdivision thereof, or any other legally recognizable entity.

“Purchase Price” shall mean $25.00 per Stock Unit.

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“Securities Act” shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“Stock Unit” shall mean one share of Common Stock, as such Common Stock was constituted on the date of original issue of this Warrant and thereafter shall mean such number of shares (including any fractional shares) of Common Stock as shall result from the adjustments specified in Section 4 of this Warrant.

“Warrant” shall mean this Warrant, evidencing rights to purchase shares of Common Stock, and all Warrants issued upon transfer, division or combination of, or in substitution for, this Warrant. All Warrants shall at all times be identical as to terms and conditions and date, except as to the Common Stock for which they may be exercised.

“Warrant Stock” shall mean the shares of Common Stock purchasable by the Holder upon the exercise hereof.

Section 2.       Exercise of Warrant. The Holder of this Warrant may, at any time following the date of this Warrant but not later than the Expiration Date, exercise this Warrant in whole or in part for the number of shares of Stock Units which such Holder is then entitled to purchase hereunder (the “Eligible Stock Units”). In order to exercise this Warrant, in whole or in part, the Holder hereof shall deliver to the Company at its office maintained for such purpose pursuant to Section 18: (i) a written notice of such Holder’s election to exercise this Warrant, (ii) this Warrant, and (iii) the total purchase price for the shares of Eligible Stock Units being purchased upon such exercise by delivery in cash, by wire transfer or certified or official bank check of immediately available funds in an amount equal to the product of the Purchase Price multiplied by the number of Eligible Stock Units being purchased upon such exercise (the “Aggregate Purchase Price”). Such notice shall be in the form of the Subscription attached as Exhibit A hereto. Upon receipt thereof, the Company shall, as promptly as practicable and in any event within ten (10) Business Days thereafter, cause to be executed and delivered to such Holder a certificate or certificates representing the aggregate number of fully paid and nonassessable shares of Warrant Stock issuable upon such exercise. In the event the Holder of this Warrant elects to exercise this Warrant with respect to less than all of the Eligible Stock Units, the Company shall also return to the Holder this Warrant marked to show the remaining Stock Units eligible to be exercised.

The stock certificate or certificates for Warrant Stock so delivered shall be endorsed with the following legend and shall be in such denominations as may be specified in said notice and shall be registered in the name of such Holder or such other name or names as shall be designated in said notice:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED UNLESS (i) THE OFFER AND SALE IS REGISTERED UNDER THE SECURITIES ACT, OR (ii) THE OFFER AND SALE IS EXEMPT FROM SECURITIES ACT REGISTRATION.

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Such certificate or certificates shall be deemed to have been issued and such Holder or any other Person so designated to be named therein shall be deemed to have become a Holder of record of such shares evidenced by such certificate, including to the extent permitted by law and the Company’s certificate of incorporation and bylaws, the right to vote such shares or to consent or to receive notice as a stockholder, as of the time said notice is received by the Company as aforesaid.

Except as otherwise provided in Section 8 hereof, the Company shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issue and delivery of stock certificates under this Section 2, except that, in case such stock certificates shall be registered in a name or names other than the name of the Holder of this Warrant, funds sufficient to pay all stock transfer taxes which shall be payable upon the issuance of such stock certificate or certificates shall be paid by the Holder hereof at the time of delivering the notice of exercise mentioned above.

All shares of Warrant Stock issuable upon the exercise of this Warrant shall be validly issued, fully paid and nonassessable, and free from all liens and other encumbrances thereon.

No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. If the exercise of this Warrant results in a required issuance of a fraction of a share, an amount equal to such fraction multiplied by the Current Market Price per share of Common Stock on the day of delivery of notice of exercise to the Company shall be paid to the Holder of this Warrant in cash by the Company.

Section 3.        Transfer, Division and Combination. This Warrant may not be sold, transferred or otherwise disposed of by the Holder except to an Affiliate of the Holder; provided, however, that that the transferee must have the qualifications necessary to be an initial purchaser of the Warrant (“Transfer Restriction”). Subject to the Transfer Restriction and Section 10, this Warrant and all rights hereunder may be transferred, in whole or in part, on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the office of the Company maintained for such purpose pursuant to Section 18, together with a written assignment of this Warrant duly executed by the Holder hereof or its agent or attorney and payment of funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. Such assignment shall be substantially in the form of the Assignment attached as Exhibit B hereto. Upon such surrender and payment the Company shall, subject to this Transfer Restriction and Section 10, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be cancelled. This Warrant, if properly assigned in compliance with this Section 3 and Section 10, may be exercised by an assignee for the purchase of shares of Warrant Stock without having a new Warrant issued.

This Warrant may, subject to the Transfer Restriction and Section 10, be divided or combined with other Warrants upon presentation at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder hereof or its agent or attorney. Subject to compliance with the preceding paragraph and with the Transfer Restriction and Section 10, as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

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The Company shall pay all expenses, taxes (other than income taxes, if any, of the transferee) and other charges incurred by the Company in the performance of its obligations in connection with the preparation, issue and delivery of Warrants under this Section 3.

The Company agrees to maintain at its aforesaid office books for the registration and transfer of the Warrants.

Section 4.         Adjustment of Stock Unit. The number of shares of Common Stock comprising a Stock Unit shall be subject to adjustment from time to time as set forth in this Section 4 with respect to any fact or event described herein occurring after the date hereof. The Company will not create any class of Common Stock which carries any rights to dividends or assets differing in any respect from the rights of the Common Stock on the date hereof. Anything contained in this Section 4 notwithstanding, any adjustment made pursuant to any provision of this Section 4 shall be made without duplication of an adjustment otherwise required by and made pursuant to another provision of this Section 4 on account of the same facts or events.

A            Stock Dividends, Subdivisions and Combinations. In case at any time or from time to time following the Closing Date, the Company shall:

(1)            subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock,

or

(2)            combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the number of shares of Common Stock comprising a Stock Unit immediately after the happening of any event described in clauses (1) and (2) above shall be adjusted so as to consist of the number of shares of Common Stock which a record holder of the number of shares of Common Stock constituting a Stock Unit immediately prior to the happening of such event would own or be entitled to receive after the happening of an event described in clauses (1) and (2) above.

B            Certain Other Dividends and Distributions. In case at any time or from time to time following the Closing Date the Company shall make any dividend or other distribution of:

(1)            cash (other than a cash distribution made as a dividend and payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company, to the extent, but only to the extent, that the aggregate of all such dividends paid or declared after the date hereof, does not exceed the consolidated net income of the Company and its consolidated subsidiaries earned subsequent to the date hereof determined in accordance with generally accepted accounting principles), or

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(2)            any evidence of its indebtedness (other than Convertible Securities), or any other property (other than cash and other than Convertible Securities or Additional Shares of Common Stock), then the number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to that number determined by multiplying the number of shares of Common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction (i) the numerator of which shall be the Current Market Price per share of Common Stock at the date of dividend or distribution, and (ii) the denominator of which shall be such Current Market Price per share of Common Stock minus the portion applicable to one share of Common Stock of any such cash so distributed and of the fair value of any and all such evidences of indebtedness so distributed. Such fair value shall be determined in good faith by the Board of Directors.

C            Merger, Consolidation or Disposition of Assets. In case the Company shall merge or consolidate into another corporation, or shall sell, transfer or otherwise dispose of all or substantially all of its property, assets or business to another corporation and pursuant to the terms of such merger, consolidation or disposition, shares of common stock of the successor or acquiring corporation are to be received by or distributed to the holders of Common Stock, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, Stock Units each comprising the number of shares of common stock of the successor or acquiring corporation receivable upon or as a result of such merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock comprising a Stock Unit immediately prior to such event. If, pursuant to the terms of such merger, consolidation or disposition of assets, any cash, shares of stock or other securities or property (including warrants, options or other subscription or purchase rights) are to be received by or distributed to the holders of Common Stock in addition to common stock of the successor or acquiring corporation, there shall be an adjustment in the number of shares of Common Stock thereafter comprising a Stock Unit to that number determined by multiplying the number of shares of Common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction (i) the numerator of which shall be the Current Market Price per share of Common Stock at the date of such merger, consolidation or disposition, and (ii) the denominator of which shall be such Current Market Price per share of Common Stock minus the portion applicable to one share of Common Stock of any cash so distributed and of the fair value of any and all such shares of stock, securities or other property. Such fair value shall be determined in good faith by the Board of Directors. In case of any such merger, consolidation or disposition of assets, the successor or acquiring corporation shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all of the obligations and liabilities hereunder, subject to such modification as shall be necessary to provide for adjustments of Stock Units which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 4. The foregoing provisions of this Subsection shall similarly apply to successive mergers, consolidations or dispositions of assets.

Section 5.         Notice to Warrant Holders.

A            Notice of Adjustment of Stock Unit. Whenever the number of shares of Common Stock comprising a Stock Unit shall be adjusted pursuant to Section 4, the Company shall forthwith obtain a certificate signed by an officer of the Company, setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated and specifying the number of shares of Common Stock comprising a Stock Unit and, if such adjustment was made pursuant to Section 4.C, describing the number and kind of any other shares of stock comprising a Stock Unit after giving effect to such adjustment or change. The Company shall promptly, and in any case within 10 days after the making of such adjustment, cause a signed copy of such certificate to be delivered to the Holder. The Company shall keep at its office or agency, maintained for the purpose pursuant to Section 18, copies of all such certificates and cause the same to be available for inspection at said office during normal business hours by the Holder.

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B            Notice of Certain Corporate Action. In case the Company shall (a) pay any dividend payable in cash or in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock, or (b) issue any Additional Shares of Common Stock for a consideration per share less than the Current Market Price of per share of Common Stock, or (c) effect any reclassification of its Common Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Common Stock), or (d) effect any capital reorganization, or (e) effect any consolidation, merger or sale, change to the Company’s charter or bylaws, transfer or other disposition of all or substantially all of its property, assets or business, or (f) effect the liquidation, dissolution or winding up of the Company, then in each such case, the Company shall promptly give to each Holder of a Warrant, in accordance with Section 18, a notice of such action, which shall specify the date on which any such action was taken, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock and Warrants.

Section 6.          Reservation and Authorization of Common Stock. The Company shall at all times reserve and keep available for issue upon the exercise of Warrants such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants.

Section 7.          Stock and Warrant Transfer Books. The Company will not at any time, except (i) upon dissolution, liquidation or winding up, or (ii) for purposes of declaring and paying a dividend or matters related to voting by shareholders of the Company, close its stock transfer books or Warrant transfer books so as to result in preventing or delaying the exercise or transfer of any Warrant.

Section 8.          Transfer Taxes. The Company will pay any and all transfer taxes that may be payable in respect of the issuance or delivery of shares of Common Stock on exercise of this Warrant. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which this Warrant is registered, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company the amount of any such tax, or has established, to the satisfaction of the Company, that such tax has been paid.

Section 9.            No Voting Rights. This Warrant shall not entitle the Holder hereof to any voting rights, or to any rights as a stockholder of the Company.

Section 10.          Restrictions on Transferability. The Warrants and the Warrant Stock shall be transferable only upon compliance with the conditions specified in this Warrant and in compliance with the provisions of the Securities Act and applicable state securities laws in respect of the transfer of any Warrant or any such Common Stock.

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Section 11.          Limitation of Liability. No provision hereof, in the absence of affirmative action by the Holder hereof to purchase shares of Common Stock, shall give rise to any liability of such Holder for the purchase price or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

Section 12.          Agreement. Nothing in this Warrant shall limit or reduce the rights and benefits of the Holder under the Agreement.

Section 13.          Representations and Warranties. Holder makes to the Company, as of the date hereof, the same representations and warranties that it made in Section 2 of the Agreement, mutatis mutandis, so that they apply appropriately to this Warrant.

Section 14.          Loss, Destruction of Warrant Certificates. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Warrant Stock.

Section 15.           Furnish Information. The Company agrees that it shall deliver to the Holder promptly after their becoming available copies of all financial statements, reports and proxy statements which the Company shall have sent to its stockholders generally.

Section 16.           Amendments. The terms of this Warrant may be amended, and the observance of any term therein may be waived, only with the written agreement of the Company and the Holder.

Section 17.          Office of the Company. So long as any of the Warrants remains outstanding, the Company shall maintain an office where the Warrants may be presented for exercise, transfer, division or combination as in this Warrant provided. Such office shall be at 3700 Buffalo Speedway, Suite 960, Houston, Texas 77098 unless and until the Company shall designate and maintain some other office for such purposes and give written notice thereof to the Holder.

Section 18.           Notices Generally. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally or by electronic transmission or mailed (first class postage prepaid) to the parties at the following addresses:

If to Company, to:

Contango ORE, Inc.
3700 Buffalo Speedway, Suite 925
Houston, Texas 77098
Attention: Leah Gaines, Vice President, Chief Financial Officer, Chief Accounting Officer, Treasurer and Secretary
Email: Leah.Gaines@contangoore.com

Phone: 713.294.8380

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If to Holder, to the addresses set forth on the Holder signature page hereto.

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section 18, be deemed given upon delivery, (ii) if delivered by electronic transmission to the email address as provided in this Section, be deemed given upon receipt, and (iii) if delivered by mail in the manner described above to the address as provided in this Section 18, be deemed given upon receipt (in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this Section 18). Any party from time to time may change its address, email address or other information for the purpose of notices to that party by giving notice in accordance with this Section 18 specifying such change to the other party hereto.

Section 19.             Termination. This Warrant will terminate as of the Expiration Date.

Section 20.             Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE.

[Signature Pages Follow]

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EXHIBIT A

SUBSCRIPTION FORM
(to be executed only upon exercise of Warrant)

The undersigned registered owner of this Warrant irrevocably exercises this Warrant for and purchases_________shares of Warrant Stock of Contango ORE, Inc., a Delaware corporation, purchasable with this Warrant, the undersigned herewith makes a cash payment in accordance with Section 2(a) of the Warrant and requests that certificates for the shares of Common Stock hereby purchased and issued in the name of and delivered to the undersigned whose name and address is below.

In the event that the holder has elected a cash exercise with respect to some or all of the shares of Warrant Stock to be issued pursuant hereto, the undersigned shall pay the Aggregate Purchase Price in the sum of $________________ to the Company in accordance with the terms of the Warrant.

Dated:

_______________________________

(Signature of Registered Owner)

________________________________

(Street Address)

_________________________________

(City) (State) (Zip Code)

Exhibit A to Warrant Agreement

EXHIBIT B

ASSIGNMENT FORM

FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the assignee named below all of the rights of the undersigned under this Warrant, with respect to the number of shares of Warrant Stock set forth below:

Name and Address of Assignee:

No. of shares of Warrant Stock:

and does hereby irrevocably constitute and appoint the Company attorney to make sure transfer on the books of Contango ORE, Inc., a Delaware corporation, maintained for the purpose, with full power of substitution in the premises.

Dated:

Signature:

Witness:

NOTICE: The signature to the assignment must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatever.

Exhibit B to Warrant Agreement

EX-99.1

Exhibit 99.1

Contango ORE, Inc. Announces Private Placement of Common Stock and Year-End Update

HOUSTON--(BUSINESS WIRE)--December 23, 2022--Contango ORE, Inc. (“CORE” or the “Company”) (NYSE American: CTGO) announced today the issuance and sale of an aggregate of 283,500 shares for $20.00 per share (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and warrants (the “Warrants”) entitling each purchaser to purchase shares of Common Stock for $25.00 per share (the “Warrant Shares” and together with the Common Stock and the Warrants, the “Securities”), in a private placement (the “Private Placement”) pursuant to Subscription Agreements, (the “Subscription Agreements”) dated as of December 23, 2022 between the Company and certain accredited investors (the “Purchasers”). The Subscription Agreements include customary representations, warranties, and covenants by the Purchasers and the Company.

Net proceeds totaled approximately $5.6 million. The Company will use the net proceeds from the Private Placement to fund its exploration and development program and for general corporate purposes. The Securities sold were not registered under the Securities Act of 1933, as amended, but the Common Stock issued in the offering and the shares of Common Stock issued upon exercise of the Warrants are subject to a Registration Rights Agreement allowing the shares to be registered by the holders at a future date. Petrie Partners Securities, LLC acted as sole placement agent on a portion of the transaction.

Rick Van Nieuwenhuyse, the Company’s President and Chief Executive Officer, said, “This equity capital raise will allow us to continue to advance our 30% interest in the Peak Gold, LLC joint venture (PGJV) while we arrange debt financing to fund the remaining balance of funds necessary to place the Manh Choh project into production. Kinross, the manager, operator and 70% owner of the PGJV has communicated at our last joint venture meeting that the project remains on schedule and on budget. The Camp facilities located in Tok, Alaska are nearing completion and construction work will continue through the winter months on the development of the Manh Choh project site to ensure that the project remains on schedule for first gold production in the second half of 2024. I am also happy to report that the project is approaching 50% contracted/committed and is trending on budget – meaning that work is being completed and major contracts are under negotiation for the contract mining and completed as to the contract ore hauling segments of the project which collectively make up over 50% of project development and operating costs. Since Contango discovered this high-quality ore deposit in 2011, we have worked closely with the Tetlin Tribal Council and now most recently with Kinross to place the project into production. We are excited to see this project come to fruition. Despite the difficult market conditions and current inflationary environment, we are getting it done. Based on a feasibility study completed by Kinross¹, the Manh Choh project is expected to produce approximately 225,000 ounces of GEO/year (67,500 for CTGO’s 30% interest). The Company expects to complete a SK 1300 compliant technical report once a final Toll Milling Agreement between the Company and Kinross Fort Knox is signed.

Meanwhile, after completing 29 exploration drill holes, we have ceased exploration drilling activities on our Lucky Shot project in preparation for the winter months. All 29 holes intersected the Lucky Shot vein structure. We engaged a third-party structural geologist from Oriented Targeted Solutions Inc. to complete a structural analysis of the vein structure based on underground mapping and drill core logging. We expect to receive all assays for this year’s exploration effort by the end of January and then complete a SK1300 Resource Estimate Technical report by the end of calendar Q1 2023. We look forward to continuing to update our shareholders and investors on our progress at both our Manh Choh and Lucky Shot projects. Management believes that 2023 will be pivotal year for the company with mining activities commencing at Manh Choh and an initial resource estimate at Lucky Shot.”

¹ Based on Kinross Gold Corporation “Q2 Corporate Update” presentation dated July 27, 2022; Initial capex reflects the feasibility study completed by Kinross in 2022; The optimization for the mineral reserve estimate assumed a $1,300 per ounce gold price. The $182 million capital expenditure estimate reflects remaining funds to be expended between 2022 and 2024. There will be additional capital required at Fort Knox to accommodate the processing of Manh Choh ore, which will be reflected in a Toll Milling charge to PGJV. “All-in sustaining cost (AISC) per equivalent ounce sold” is a non-GAAP ratio. See Appendix for disclaimers regarding reconciliation. “GEO” refers to Gold Equivalent Ounces.

ABOUT CORE

CORE is a company that engages in the exploration in Alaska for gold and associated minerals through a 30% interest in PGJV, which leases approximately 675,000 acres for exploration and development, and through Contango Minerals Alaska, LLC, its wholly owned subsidiary, which leases approximately 137,000 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 PGJV; ability to realize the anticipated benefits of the recent transactions with an affiliate of Kinross; disruption from the transactions and transition of PGJV’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 PGJV; 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	Dec. 23, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 23, 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