10.

Stock-Based Compensation

September

15,

2010,

the Company’s Board of Directors (the “Board”) adopted the Contango ORE, Inc. Equity Compensation Plan (the

“2010

Plan”).

November 14, 2017,

the Stockholders of the Company approved and adopted the Contango ORE, Inc. Amended and Restated

2010

Equity Compensation Plan (the “Amended Equity Plan”). The amendments to the

2010

Plan included (a) increasing the number of shares of common stock that the Company

may

issue under the plan by

500,000

shares; (b) extending the term of the plan until

September 15, 2027;

and (c) allowing the Company to withhold shares to satisfy the Company

’s tax withholding obligations with respect to grants paid in Company Stock.

November 13, 2019,

the Stockholders of the Company approved and adopted the First Amendment (the “Amendment”) to the Contango ORE, Inc. Amended and Restated

2010

Equity Compensation Plan (as amended, the “Equity Plan”) which increases the number of shares of common stock that the Company

may

issue under the Equity Plan by

500,000

shares.

Under the Equity Plan, the Board

may

issue up to

2,000,000

shares of common stock and options to officers, directors, employees or consultants of the Company. Awards made under the Equity Plan are subject to such restrictions, terms and conditions, including forfeitures, if any, as

may

be determined by the Board. As of

March 31, 2020,

there were

534,666

shares of unvested restricted common stock outstanding and

100,000

options to purchase shares of common stock outstanding issued under the Equity Plan. Stock-based compensation expense for the

three

and

nine

months ended

March 31, 2020 and 2019

was

$862,125

and

$2,485,448

Stock-based compensation expense for the

three

and

nine

months ended March

31,

2019

was

$724,970

and

$2,255,937,

respectively.

The amount of compensation expense recognized does

not

reflect cash compensation actually received by the individuals during the current period, but rather represents the amount of expense recognized by the Company in accordance with GAAP. All restricted stock grants are expensed over the applicable vesting period based on the fair value at the date the stock is granted. The grant date fair value

may

differ from the fair value on the date the individual’s restricted stock actually vests.

Restricted Stock.

November 2017,

the Company granted

155,000

restricted shares of common stock to its executives and non-executive directors. All

155,000

shares of restricted stock vested on January

2020.

November 2018,

the Company granted

155,000

restricted shares of common stock to its executives and non-executive directors. The restricted stock granted vests in

January 2021.

As of

March 31, 2020,

there were

155,000

shares of such restricted stock that remained unvested.

December 2018,

the Company cancelled

117,332

shares of unvested restricted stock held by

two

of its executives and the non-executive directors that were set to vest on

January 1, 2019.

The Company also granted

146,666

restricted shares of common stock to

two

of its executives and non-executive directors. The restricted shares cancellation and the subsequent new grants were accounted for as modification to the original restricted stock grants. The incremental fair value will be recognized over the vesting period. The impact of the modification to the current quarter was immaterial. All of the restricted stock granted in

December 2018

vest in

January 2021.

As of

March 31, 2020,

there were

146,666

shares of such restricted stock that remained unvested.

November 2019,

the Company granted

158,000

restricted shares of common stock to its executives and non-executive directors. The restricted stock granted vests in

January 2022.

As of

March 31, 2020,

there were

158,000

shares of such restricted stock that remained unvested.

In connection with the appointment of Rick Van Nieuwenhuyse as the President and Chief Executive Officer of the Company, on

January 9, 2020,

the Company issued

75,000

shares of restricted stock to Mr. Van Nieuwenhuyse. The shares of restricted stock will vest in

two

equal installments, half on the

first

anniversary of Mr. Van Nieuwenhuyse’s employment with the Company and half on the

second

anniversary of his employment with the Company, subject to acceleration upon a change of control of the Company.

As of

March 31, 2020

, the total compensation cost related to unvested awards

not

yet recognized was

$4,064,923.

The remaining costs will be recognized over the remaining vesting period of the awards. Neither Brad Juneau,

the Company’s former Chairman, President and Chief Executive Officer and current Executive Chairman, nor any of the Company’s non-executive directors have ever been paid a salary or cash compensation by the Company.

Stock options.

In connection with the appointment of Rick Van Nieuwenhuyse as the President and Chief Executive Officer of the Company, on

January 6, 2020,

the Company granted to Mr. Van Nieuwenhuyse options to purchase

100,000

shares of common stock of the Company, with an exercise price of

$14.50

per share, which is equal to the closing price on

January 6, 2020,

the day on which he began employment with the Company. The options will vest in

two

equal installments, half on the

first

anniversary of Mr. Van Nieuwenhuyse’s employment with the Company and half on the

second

anniversary of his employment with the Company, subject to acceleration upon a change of control of the Company.

There were

stock option exercises during the

three

nine

months ended

March 31, 2020

. There were also

stock option exercises during the three months ended March 31, 2019.

During the

nine

months ended

March

31,

2019,

the Company's current and former executives, directors, and consultants cashless exercised

35,625

stock options resulting in the issuance of

19,513

shares of common stock to the exercising parties and

proceeds to the Compa

ny. The Company applies the fair value method to account for stock option expense. Under this method, cash flows from the exercise of stock options resulting from tax benefits in excess of recognized cumulative compensation cost (excess

tax benefits) are classified as financing cash flows. See Note

– Summary of Significant Accounting Policies. All employee stock option grants are expensed over the stock option’s vesting period based on the fair value at the date the options are granted. The fair value of each option is estimated as of the date of grant using the Black-Scholes options-pricing model.

As of

March

31,

2020,

the stock options had a weighted-average remaining life of

4.8

years. The total compensation cost related to nonvested options

not

yet recognized as of

March 31, 2020

was

$655,839.

A summary of the status of stock options granted under the Equity Plan as of

March

31,

2020

and changes during the

nine

months then ended, is presented in the table below:

		Nine Months Ended
		March 31, 2020
		Shares Under Options		Weighted Average Exercise Price
Outstanding as of June 30, 2019		—
Granted (1)		100,000	$	14.50
Exercised		—
Forfeited		—
Outstanding at the end of the period		100,000
Aggregate intrinsic value	$	—
Exercisable, end of the period		—
Aggregate intrinsic value	$	—
Available for grant, end of period
Weighted average fair value per share of options granted during the period	$	7.42

(

) The fair value of each option is estimated as of the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions: (i) risk-free interest rate of

1.56%;

(ii) expected life of

3.3

years; (iii) expected volatility of

74%;

and (iv) expected dividend yield of

0%.

The weighted average fair value per share for the options granted is

$7.42