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 18, 2014


       CONTANGO ORE, INC  
(Exact Name of Registrant Specified in Charter)
 
 
Delaware
 
001-35770
 
27-3431051
 
 
(State or Other
Jurisdiction of
Incorporation)
 
(Commission File
Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
     
 
3700 Buffalo Speedway,
Suite 925
  77098  
 
                Houston, Texas                
 
(Zip Code)      
 
 
(Address of Principal Executive Offices)
 
 
 

Registrant's telephone number, including area code:    (713) 877-1311

                             Not Applicable                            
(Former Name or Former Address, 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:

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

         o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 1.01          Entry into a Material Definitive Agreement.
 
On December 12, 2014, the Board of Directors of Contango ORE, Inc. (the “Company”) approved an amendment to the Company’s Rights Agreement dated as of December 20, 2012, between the Company and Computershare Trust Company, N.A., as Rights Agent (as amended, the “Rights Plan”).
 
The amendment extends the Rights Plan by an additional two years to December 19, 2016.
 
The following description of the terms of the amendment does not purport to be complete and is qualified in its entirety by reference to the amendment, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 3.03          Material Modifications to Rights of Security Holders.
 
The information set forth under “Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
 
Item 9.01          Financial Statements and Exhibits.

                           (d)            Exhibits

                           4.1            Amendment No. 3 to Rights Agreement, dated as of December 18, 2014
                                           between Contango ORE, Inc. and Computershare Trust Company, N.A.,
                                           as Rights Agent

 
 

 

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  
  Name: Leah Gaines  
  Title: Vice President and Chief Financial Officer
 
 
 
 
Dated: December 18, 2014

 
 

 
 
Exhibit Index
 
Exhibit    
     
     
 
4.1
Amendment No. 3 to Rights Agreement, dated as of December 18, 2014 between Contango ORE, Inc. and Computershare Trust Company, N.A., as Rights Agent
 
Exhibit 4.1

AMENDMENT NO. 3
 
TO
 
RIGHTS AGREEMENT
 

This Amendment No. 3 to Rights Agreement (this “ Amendment ”) is made and entered into as of December 18, 2014, by and between Contango ORE, Inc., a Delaware corporation (the “ Company ”) and Computershare Trust Company, N.A., as Rights Agent (the “ Rights Agent ”).

WHEREAS, the Company and the Rights Agent have entered into that certain Rights Agreement, dated as of December 20, 2012, as amended by that certain Amendment No. 1 to Rights Agreement, dated as of March 21, 2013, and as further amended by that certain Amendment No. 2 to Rights Agreement, dated as of September 29, 2014 (as amended, the “ Rights Agreement ”)

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may supplement or amend any provision of the Rights Agreement in any respect in accordance with the provisions of such section; and

WHEREAS, pursuant to the terms of the Rights Agreement and in accordance with Section 27 thereof, the Company has directed that the Rights Agreement be amended as set forth in this Amendment.
 
NOW THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereby agree to amend the Rights Agreement as follows:
 
1.   Amendments .  The Rights Agreement is hereby amended as follows:
 
(a)   Section 1 of the Rights Agreement by replacing “Tanana Gold, LLC” wherever it appears with “Peak Gold, LLC”:
 
(b)   Section 7(a) of the Rights Agreement by replacing the reference to “December 19, 2014” in clause (i) of Section 7(a) with “December 19, 2016.”
 
2.   No Further Amendments .  Except as expressly provided herein, the terms and conditions of the Rights Agreement shall continue in full force and effect.
 
3.   Counterparts .  This Amendment may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.  A signature to this Amendment transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
 
 
 

 
 
4.   Governing Law .   This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of law provisions thereof.
 

[Signature page follows.]

 
 

 
 
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
 
 
CONTANGO ORE, INC.
 
     
     
 
By:
/s/ John B. Juneau
 
   
Name: John B. Juneau
 
   
Title:   President and Chief Executive Officer
 
 
 
 

 
 
 
COMPUTERSHARE TRUST COMPANY, N.A.
 
     
 
By:
/s/ Dennis V. Moccia
 
   
Name: Dennis V. Moccia
 
   
Title: Manager, Contract Administration