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):     April 22, 2018


CONTANGO ORE, INC.
(Exact name of Registrant as specified in its charter)

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

 
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.

             On April 22, 2018, Contango ORE, Inc. (the “Company”) and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), entered into an Amendment No. 5 (the “Amendment”) to the Company’s Rights Agreement, dated as of December 20, 2012, by and between the Company and the Rights Agent (as amended to date, the “Rights Agreement”).  The Amendment, among other things, amends the Rights Agreement to (i) extend the term of the Rights Agreement for one year until December 19, 2019; and (ii) decrease the stock ownership threshold at which the rights become exercisable from twenty-three percent (23%) to fifteen percent (15%), the original percentage when the Rights Agreement was adopted in 2012.  The Amendment also provides for certain other conforming and technical amendments to the terms and provisions of the Rights Agreement.

The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 4.1 hereto.

Item 3.03.
Material Modification to Rights of Security Holders.

The information provided in Item 1.01 hereto is incorporated by reference into this Item 3.03.

Item 7.01.
Regulation FD Disclosure.

The Company issued a press release on April 23, 2018 that reported entry into the Amendment and the filing of a Schedule 13D by Royal Gold, Inc. A copy of this 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
 





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 and Chief Financial Officer  
       

 
Dated: April 25, 2018
Exhibit 4.1
AMENDMENT NO. 5

TO

RIGHTS AGREEMENT
 
This Amendment No. 5 (this “ Amendment ”) to Rights Agreement is made and entered into as of April 22, 2018, by and between Contango ORE, Inc., a Delaware corporation (the “ Company ”), and Computershare Trust Company, N.A., as Rights Agent (the “ Rights Agent ”).
 
RECITALS:
 
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, as further amended by that certain Amendment No. 2 to Rights Agreement, dated as of September 29, 2014, as further amended by that certain Amendment No. 3 to Rights Agreement, dated as of December 18, 2014, and as further amended by that certain Amendment No. 4 to Rights Agreement, dated as of November 11, 2015 (as amended to date, 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;
 
AGREEMENT:
 
NOW, THEREFORE, in consideration of the Recitals, the mutual covenants and agreements contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend the Rights Agreement as follows:
 
1.                    Sections.   Section and Exhibit references herein shall refer to the applicable Section and Exhibit in the Rights Agreement.
 
2.                   Amendments.
 
(a)              Section 1(a) of the Rights Agreement shall be deleted in its entirety and replaced with the following:
(a)              “Acquiring Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding, but shall not include (i) the Company, or (ii) any employee benefit plan of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan. Notwithstanding the foregoing, no Person shall become an “Acquiring Person” as the result of an acquisition of shares of Common Stock by the Company, which by reducing the then number of shares of Common Stock outstanding, increases the proportional number of shares of Common Stock beneficially owned by such Person to fifteen percent (15%) or more of the shares of Common Stock of the Company then outstanding; provided , however , that if a Person shall become the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchase by the Company, become the Beneficial Owner of any additional shares of Common Stock of the Company, then such Person shall be deemed to be an “Acquiring Person” as of the date of such additional purchase. Notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an “Acquiring Person,” as defined pursuant to the foregoing provisions of this paragraph, has become such inadvertently, and such Person divests as promptly as practicable a sufficient number of shares of Common Stock so that such Person would no longer be an “Acquiring Person,” then such Person shall not be deemed to be an “Acquiring Person” for any purposes of this Agreement.  Notwithstanding anything in this Section 1(a) to the contrary, if, as of the adoption of this Amendment on the Amendment Effective Date (defined below), any Person is the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock of the Company then outstanding, such Person shall not be deemed to be or to become an “Acquiring Person” unless and until such time as such Person shall, after the adoption of this Amendment, become the Beneficial Owner of any additional shares of Common Stock of the Company (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock or pursuant to a split or subdivision of the outstanding Common Stock), unless, upon becoming the Beneficial Owner of such additional shares of Common Stock of the Company, such Person is not then the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock of the Company then outstanding.
 
(b)              Section 1(f) of the Rights Agreement is hereby amended by removing the following sentence at the end of such Section 1(f) in its entirety:
 
“Notwithstanding anything in this Section 1(f) to the contrary, the RG Group shall not be deemed to be a Beneficial Owner of, or to beneficially own, any securities solely by virtue of or as a result of any Exempted Transaction.”
 
(c)              Section 1(l) of the Rights Agreement shall be deleted in its entirety and replaced with the following:
 
(l)              “Distribution Date” shall have the meaning set forth in Section 3 hereof.
 
(d)              Section 1(gg) of the Rights Agreement shall be deleted in its entirety and replaced with the following:
 
(gg)              “Stock Acquisition Date” shall mean the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.
 
(e)              Section 1(ll) of the Rights Agreements shall be deleted in its entirety and replaced with the following:
 
(ll)              “Triggering Event” shall mean any Section 11(a)(ii) Event or any Section 13 Event.
 
(f)              Sections 1(mm), 1(nn ) , 1(oo) and 1(pp) of the Rights Agreement shall be deleted in their entirety.
 
(g)              Section 3(a) of the Rights Agreement is amended by deleting “twenty-three percent (23%)” where it appears and replacing it with “fifteen percent (15%).”
 
(h)              Section 23(a) of the Rights Agreement is amended by deleting “twenty-three percent (23%)” where it appears and replacing it with “fifteen percent (15%).”
 
(i)              Exhibit C to the Rights Agreement is amended by deleting “twenty-three percent (23%)” where it appears and replacing it with “fifteen percent (15%).”
 
(j)              Section 7(a) of the Rights Agreement is amended by deleting “December 19, 2018” where it appears and replacing it with “December 19, 2019.”
 
(k)              Section 20 of the Rights Agreement is amended by inserting the follow subsection at the end of Section 20 :
 
 
 “(l)              The provisions of Section 18 and this Section 20 shall survive the expiration of the Rights and the termination of this Agreement and the resignation, replacement or removal of the Rights Agent.”
 
3.              No Further Amendments .  Except as expressly provided in this Amendment, all of the terms, covenants, agreements and conditions of the Rights Agreement shall remain in full force and effect.
 
4.              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.
 
5.              Governing Law.   This Amendment shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
 
6.              Entire Agreement.  The Rights Agreement as amended by this Amendment contains the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes and is in full substitution for any and all prior oral or written agreements and understandings between them related to such subject matter, and neither party hereto shall be liable or bound to the other party hereto in any manner with respect to such subject matter by any covenants or agreements except as specifically set forth herein.
 
7.              Effective Date; Certification. Upon the execution and delivery of a counterpart hereof by each of the parties hereto this Amendment shall be deemed effective as of the date first written above (the “Amendment Effective Date”), as if executed on such date.  The officer of the Company executing this Amendment hereby certifies to the Rights Agent that each of the amendments to the Rights Agreement set forth in this Amendment is in compliance with the terms of Section 27 of the Rights Agreement and the certification contained in this Section 7 shall constitute the certification required by Section 27 of the Rights Agreement.
 
[ Signature page follows ]
 
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
 
CONTANGO ORE, INC.


By:              /s/ Brad Juneau                                           
Name:        Brad Juneau
Title:           President


COMPUTERSHARE TRUST COMPANY, N.A.



By:               /s/ Kathleen A Heagerty                           
Name:        Kathleen A Heagerty
Title:         Vice President & Manager                                                                                     

Exhibit 99.1

Contango ORE, Inc. Responds to 13D Filing

HOUSTON--(BUSINESS WIRE)--April 23, 2018--Contango ORE, Inc. (“CORE” or the “Company”) (OTCQB: CTGO) received notice of a Schedule 13D filing by Royal Gold, Inc. (“Royal Gold”), which was made with the Securities and Exchange Commission on April 16, 2018 to reflect Royal Gold’s acquisition of more than 13% of the Company’s outstanding common stock at a price of $26 per share. Royal Gold is the parent company of Royal Alaska LLC, CORE’s joint venture partner in Peak Gold, LLC.

The Board has reviewed the Schedule 13D and has engaged advisors to assist it in determining the strategic direction of the Company and its alternatives. The Company has and will continue to evaluate and assess opportunities to further increase stockholder value. In order to permit sufficient time to evaluate opportunities, the Company amended its Rights Agreement to, among other things, extend the Rights Plan until December 19, 2019 and reset the beneficial ownership trigger thereunder to 15%, the original percentage when the Rights Agreement was adopted in 2012. Stockholders wishing to purchase in excess of 15% of the Company’s stock should contact the Company.

ABOUT CORE

CORE is a Houston-based company that engages in the exploration in Alaska for gold and associated minerals through Peak Gold, LLC, CORE’s joint venture company with Royal Alaska, LLC, a wholly owned subsidiary of Royal Gold. 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 “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; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; the interpretation of exploration results and the estimation of mineral resources; the loss of key employees or consultants; health, safety and environmental risks and risks related to weather and other natural disasters); uncertainties as to the availability and cost of financing; inability to realize expected value from acquisitions; inability of our management team to execute its plans to meet its goals; and the possibility that government policies may change or governmental approvals may be delayed or withheld, including the inability to obtain any mining permits. Additional information on these and other factors which could affect CORE’s exploration program or financial results are included in CORE’s other reports on file with the Securities and Exchange Commission. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from the projections in the forward-looking statements. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. CORE does not assume any obligation to update forward-looking statements should circumstances or management’s estimates or opinions change.

CONTACT:
Contango ORE, Inc.
Brad Juneau, 713-877-1311
www.contangoore.com