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):    January 6, 2020


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

Transition of Brad Juneau from President and Chief Executive Officer to Executive Chairman

Effective as of January 6, 2020, Brad Juneau transitioned away from his role as President and Chief Executive Officer of Contango ORE, Inc., a Delaware corporation (the “Company”) and assumed the role of Executive Chairman of the Board of Directors of the Company (the “Board”).

Appointment of Rick Van Nieuwenhuyse as President, Chief Executive Officer and Director

Rick Van Nieuwenhuyse was appointed to serve as President and Chief Executive Officer of the Company effective January 6, 2020. Mr. Van Nieuwenhuyse will perform the functions of the Company’s principal executive officer.

Effective on January 6, 2020, the size of the Board was increased from four to five directors. Mr. Van Nieuwenhuyse was appointed to the Board to fill the vacancy created by the increase in the size of the Board.

Mr. Van Nieuwenhuyse, 64, previously served as President and Chief Executive Officer of Trilogy Metals Inc., starting in January 2012. Between May 1999 and January of 2012, he served as the President and Chief Executive Officer of NOVAGOLD RESOURCES INC. Mr. Van Nieuwenhuyse holds a Candidature degree in Science from the Université de Louvain, Belgium, and a Master of Science degree in geology from the University of Arizona. Mr. Van Nieuwenhuyse has more than 30 years of experience in the natural resource sector.

Mr. Van Nieuwenhuyse has no family relationships with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. Van Nieuwenhuyse is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.  Mr. Van Nieuwenhuyse has not been, and is not currently expected to be, appointed to any committees of the Board.

Pursuant to his Offer Letter, Mr. Van Nieuwenhuyse will receive a base salary of $350,000 per annum. On January 6, 2020, pursuant to an Incentive Stock Option Agreement, the Company granted to Mr. Van Nieuwenhuyse options to purchase 100,000 shares of common stock, par value $0.01 per share, of the Company, with an exercise price per share equal to the closing price on January 6, 2020, the day on which he began employment with the Company. On January 9, 2020, the Company issued 75,000 shares of restricted stock to Mr. Van Nieuwenhuyse pursuant to a Restricted Stock Award Agreement. The options and shares of restricted stock each 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.  Mr. Van Nieuwenhuyse will be entitled to receive short-term incentive plan and long-term incentive plan bonuses that will be paid in the form of a combination of cash, restricted stock and options, which will be set forth in plans and agreements to be adopted by the Board.  He will also receive one year of severance in the event that his employment is terminated other than for cause after the second anniversary of his employment with the Company.

The above summaries of the Offer Letter, Incentive Stock Option Agreement and Restricted Stock Award Agreement are qualified in their entirety by reference to the full text of the Offer Letter, Incentive Stock Option Agreement and Restricted Stock Award Agreement, which are filed as Exhibits 10.1, 10.2, and 10.3, respectively, and incorporated herein by reference.

Item 7.01.
Regulation FD Disclosure.

The Company issued a press release on January 6, 2020 announcing the appointment of Mr. Van Nieuwenhuyse as President and Chief Executive Officer of the Company. 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.

Cautionary Note Regarding Forward-Looking Statements

Many of the statements included or incorporated in this Current Report on Form 8-K and the furnished exhibit constitute “forward-looking statements.” In particular, they include statements relating to future actions, strategies, future operating and financial performance, and the Company’s future financial results. These forward-looking statements are based on current expectations and projections about future events. Readers are cautioned that forward-looking statements are not guarantees of future operating and financial performance or results and involve substantial risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of the Company may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, factors described from time to time in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein).

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: January 10, 2020

 
 Exhibit 10.1


December 31, 2019

Rick Van Nieuwenhuyse
958 Chena Pump Road
Fairbanks, AK 99709

Dear Rick:

I am pleased to make this offer to you on behalf of the Board of Directors of Contango Ore, Inc. (“Company”) for the position of President and Chief Executive Officer.  Please read the letter carefully, as it supersedes all of our prior discussions, understandings, and agreements regarding your employment by the Company.

As we have discussed, I would remain as Executive Chairman to support you in any way that helps maximize our shareholder value.  This is a full-time position.

Once you accept the position, you will be elected to the Board of Directors as a voting member while you are Chief Executive Officer, and would be expected to attend board meetings held at least once per quarter.  You would also report to the Board of Directors.

The beginning base salary for the position is $US350,000 annually and an initial grant of 75,000 shares of Restricted Stock (RS). Additionally, 100,000 stock options will be granted and will be priced at the closing price on the date of grant. Your employment with the Company will begin on January 6, 2020. All RS and options vest in two tranches, half at the end of the first year of employment and the other half at the end of the second year of employment and are conditioned on your employment through those dates.  These RSs and options would vest sooner and immediately upon the sale of the Company, or a Change of Control event during your employment.  A Short Term Incentive Plan (STIP) will provide for a payout equal to 100% of the base salary if the established goals are met, and 200% should these goals be exceeded as established in the STIP.  This would be paid in the form of 50% cash and 50% RS’s.  A Long Term Incentive Plan (LTIP) would be established that provides for a target payout of 150% of base salary to be paid in the form of 50% RSs and 50% options should LTIP goals be met. Additionally, should your employment with the Company be terminated after two years of employment other than for cause, you will receive one year’s salary as severance pay.

In order to be eligible to receive the STIP and LTIP payouts, you would need to be employed on the date of payment or grant.  In addition, the STIP and LTIP payouts would be subject to the vesting, forfeiture, termination, redemption, and other terms, conditions, and restrictions in the STIP and LTIP plan documents which would need to be adopted by the Company after your start date and subject to approval by the Company’s Board of Directors and any award agreements required by the Board of Directors.  To extent not set forth in the plan documents, factors such as conditions for STIP and LTIP payouts, the amount of payouts, payout targets, performance goals, performance assessments, and when payouts are paid, are at the sole discretion of the Board of Directors.  Your performance goals for 2020 are set forth in Exhibit A to this letter.  At or near the beginning of each calendar year during your employment after 2020, the Board would consult with you in good faith before establishing performance goals for the applicable year with the objective of adopting goals which are reasonably attainable.
Mr. Rick Van Nieuwenhuyse
December 30, 2019
Page 2


The Company would provide you with, or cause you to receive, employment benefits standard for your area in Alaska in terms of health insurance, vacation, and the like.  Such benefits will be governed by the applicable plan documents, insurance policies, or employment policies, and may be modified, suspended, or terminated by the Company or its affiliate in accordance with the terms of the applicable documents or policies.

We understand you have preexisting commitments, ownership in certain mining assets, and board seats in the mining industry.  We also understand that you have preexisting ownership in other mining projects, as well as board seats.  We would expect you to catalogue these activities in writing for the Board of Directors at the beginning of your employment so there is no misunderstanding regarding your ownership and time commitments.  Going forward, any new projects you source in the metals/mining space will need to be for the benefit of the Company, and the expectation is that you would work as a fiduciary to the Company at all times during your employment with the Company, as is standard for executive officers of public companies in the US metals and mining industry.

Your primary work location would be in Fairbanks at a location to be selected after you join, and the Company will reimburse you for reasonable travel, entertainment, or office expenses as is customary and as is supported by appropriate substantiating documentation.

Finally, thank you for your prompt execution of our notice-and-consent forms required for your pre-employment background check.  This offer is contingent upon satisfactory completion of that check.

Should these terms be acceptable to you, please execute below and return, I look forward to your acceptance.

/s/ Brad Juneau
 
/s/ Rick Van Nieuwenhuyse
 
Brad Juneau
 
Rick Van Nieuwenhuyse
 
Chairman
 
 
 
 
 
 
 
Date Executed: January 6, 2020
 
Date Executed: January 3, 2020
 
 
 
 
 
 
 
 
 

 
 Exhibit 10.2


CONTANGO ORE, INC.
INCENTIVE STOCK OPTION AGREEMENT
Name of Optionee:
Rick Van Nieuwenhuyse
 
 
Residence Address: 958 Chena Pump Road
 
Fairbanks, AK 99709
 
 
Number of Options Granted: 100,000
 
 
Date Option Granted:
January 6, 2020

THIS AGREEMENT is made as of the date set forth above between Contango ORE, Inc., a Delaware corporation (the “Company”), and the optionee named above (the “Optionee”).
RECITAL
The Board of Directors of the Company, or a duly appointed Compensation Committee thereof (either of which is referred to herein as the “Committee”), has determined that it is to the advantage and interest of the Company and its shareholders to grant the option provided for herein to the Optionee pursuant to the Company’s Amended and Restated 2010 Equity Compensation Plan, as amended (the “Plan”) as an inducement to remain in the service of the Company and as an incentive for increased effort during such service.  All initially capitalized terms used herein shall have the meaning ascribed thereto in the Plan, unless specifically defined herein.  In consideration of the mutual covenants herein contained, the parties hereto agree as follows:
1. Grant of Option
a.    Pursuant to and subject to the terms and conditions of the Plan, the Company grants to the Optionee the right and option (the “Option”) to purchase on the terms and conditions hereinafter set forth all or any part of an aggregate of 100,000 shares (the “Shares”) of the presently authorized and unissued common stock of the Company (the “Common Stock”) at the purchase price of $14.50 per share (closing Contango Ore, Inc. stock price on January 6, 2020).  The Option is intended to be an Incentive Stock Option.  It is agreed that the purchase price per share is not less than the greater of (a) the par value per share of the Common Stock or (b) 100% of the Fair Market Value of a share of Common Stock on the date of grant.  If the aggregate Fair Market Value of Common Stock with respect to which Incentive Stock Options granted to the Optionee (including all options qualifying as incentive stock options pursuant to Section 422 of the Code granted to the Optionee under any other plan of the Company) are exercisable for the first time by the Optionee during any calendar year exceeds $100,000 (determined as of the date the Incentive Stock Option is granted), this Option shall not be void but shall be deemed to be an Incentive Stock Option to the extent it does not exceed the $100,000 limit and shall be deemed a Nonqualified Stock Option to the extent it exceeds that limit.  The Committee shall determine, in accordance with the applicable provisions of the Code, which of the Optionee’s Incentive Stock Options will not constitute Incentive Stock Options because of such limitation and shall notify the Optionee of such determination as soon as practicable after such determination.
b.   Nothing contained herein shall be construed to limit or restrict the right of the Company to terminate the Optionee’s employment at any time, with or without cause, or to increase or decrease the Optionee’s compensation from the rate in existence at the time the Option is granted.
2.     Vesting and Forfeiture.
a.   The Option shall vest and be exercisable with respect to 50,000 Shares on January 6, 2021 and the remaining 50,000 Shares on January 6, 2022; provided that the Optionee remains continuously employed by the Company through such vesting date.  Notwithstanding the foregoing sentence, the Option shall sooner vest and be exercisable upon the occurrence of a Change of Control (as defined below), provided that the Optionee remains continuously employed by the Company as of the date of such event.
b.   In the event the Optionee’s employment with the Company is terminated for any reason other than Cause (as defined below), (i) any unvested portion of the Option shall be immediately and automatically forfeited, and (ii) any vested portion of the Option shall remain outstanding and exercisable in accordance with subpart c. below.  In the event the Optionee’s employment with the Company is terminated for Cause, the Option (whether vested or unvested) shall be immediately and automatically forfeited in full.
c.   The vested portion of the Option shall remain exercisable for three (3) months after the Optionee’s termination of employment with the Company, unless such termination of employment is due to the Optionee’s death or Disability (as defined below), in which case the vested portion of the Option shall remain exercisable for twelve (12) months after the Optionee’s termination of employment with the Company.  Notwithstanding the foregoing sentence, in no event may the Option be exercised after the Expiration Date.
d.   The following terms shall have the following meanings:
(i) “Cause” shall mean any act of dishonesty, fraud, embezzlement or theft committed in connection with the Optionee’s employment by the Company, as determined by the Committee in its sole and absolute discretion.
(ii) “Change of Control” shall mean (A) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all, of the assets of the Company and its subsidiaries to any other person or entity (other than an affiliate of the Company), (B) any person or entity, including a “group” as contemplated by Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding shares of the Company’s voting stock (based upon voting power), or (C) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Board of Directors, in each case the result of which is the termination of your employment due to the elimination of your position in connection with, and immediately after, the underlying transaction.  Notwithstanding the foregoing, a Change of Control shall not include a public offering of the Company’s common stock or a transaction with its sole purpose to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
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(iii) “Disability” shall mean a permanent and total disability within the meaning of Section 22(e)(3) of the Code.
3.        Exercise.  Subject to Section 2 above, the right to exercise the Option granted hereunder, to the extent unexercised, shall remain in effect until the Expiration Date.
4.        Method of Exercise.  To the extent that the right to purchase Shares has accrued hereunder, the Option may be exercised from time to time by written notice to the Company substantially in the form attached hereto as Exhibit A, together with payment in full, in cash or by certified or cashier’s check payable to the order of the Company, of the purchase price for the number of Shares being exercised.  If requested by the Committee, prior to the delivery of any Shares the Optionee, or any other person entitled to exercise the Option, shall supply the Committee with a representation that the Shares are not being acquired with a view to distribution and will be sold or otherwise disposed of only in accordance with applicable federal and state statutes, rules and regulations.  As soon after the notice of exercise as the Company is reasonably able to comply, the Company shall, without transfer or issue tax to the Optionee or any other person entitled to exercise the Option, deliver to the Optionee or any such other person, at the main office of the Company or such other place as shall be mutually acceptable, a certificate or certificates for the Shares being exercised.
In the Committee’s sole discretion, payment of the purchase price for the number of Shares to be delivered, but not of the amount of any withholding taxes, may be made in whole or in part (i) in cash, (ii) if permitted by the Committee, by delivering Shares of Common Stock owned by the Optionee and having a Fair Market Value on the date of exercise equal to the Exercise Price or by attestation to ownership of Shares of Common Stock having an aggregate Fair Market Value on the date of exercise equal to the Exercise Price, (iii) if permitted by the Committee, by tendering shares of Common Stock subject to the exercisable Option and having a Fair Market Value on the date of exercise equal to the Exercise Price, (iv) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, or (v) by such other method as the Committee may approve.  Shares of Common Stock used to exercise an Option shall have been held by the Optionee for the requisite period of time to avoid adverse accounting consequences to the Company with respect to the Option.  Payment for the Shares pursuant to the Option, and any required withholding taxes, must be received by the time specified by the Committee depending on the type of payment being made, but in all cases prior to the issuance of the Common Stock.
Notwithstanding the foregoing, the Company shall have the right to postpone the time of delivery of the Shares for such period as may be required for it with reasonable diligence to comply with any applicable listing requirements of any national securities exchange or any federal, state or local law.  The Optionee may exercise the Option for less than the total number of Shares for which the Option is exercisable, provided that a partial exercise may not be for less than one hundred (100) Shares, except during the final year of the Option, and shall not include any fractional shares.
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5.        Expiration of Option.  The Option shall terminate and expire upon the expiration of five (5) years from the date hereof (the “Expiration Date”).
6.        Adjustments.  The Committee shall have the full authority, in its sole discretion, to specify any rules, procedures, adjustments or matters with respect to the Plan or any Options issued under the Plan in connection with any reorganization, merger, reverse  merger, recapitalization, reclassification, stock split, reverse split, combination of shares, sale of all or substantially all of the assets of the Company, sale of the Company or other corporate event or transaction, including, without limitation, modifying any applicable vesting provisions, adjusting the amount of outstanding Options, and/or terminating the Plan.  The Committee shall not be obligated to take any action, but any determination by the Committee, and the extent thereof, shall be final, binding and conclusive.  No fractional shares of stock shall be issued under the Plan or in connection with any such adjustment.
7.        Non-Transferability.  The Option is not assignable or transferable by the Optionee, either voluntarily or by operation of law, otherwise than by will or by the laws of descent and distribution, and is exercisable, during the Optionee’s lifetime, only by the Optionee.
8.        Withholding Taxes. The Committee may, in its discretion, require the Optionee to pay to the Company at the time of the exercise of the Option or thereafter, the amount that the Committee deems necessary to satisfy the Company’s current or future obligation to withhold federal, state or local income or other taxes that the Optionee incurs by exercising the Option.  In accordance with any applicable administrative guidelines it establishes, the Committee may allow the Optionee to pay the amount of taxes required by law to be withheld from or with respect to the Option by (a) withholding shares of Common Stock from any issuance of Common Stock due as a result of the exercise of the Option, or (b) permitting the Optionee to deliver to the Company previously acquired shares of Common Stock, in each case having an aggregate Fair Market Value equal to the amount of such required withholding taxes.
9.        No Shareholder Rights.  The Optionee or other person entitled to exercise the Option shall have no rights or privileges as a shareholder with respect to any Shares subject hereto until the Optionee or such person has become the holder of record of such Shares, and no adjustment (except such adjustments as may be effected pursuant to the provisions of Section 6 hereof) shall be made for dividends or distributions of rights in respect of such Shares if the record date is prior to the date on which the Optionee or such person becomes the holder of record.
10.       Plan Controls.  The Option shall be subject to and governed by the provisions of the Plan (a copy of which is attached hereto as Exhibit B) which the Committee alone shall have the authority to interpret and construe.  In the event of any conflict between the provisions of this Agreement and the Plan, the Plan shall govern.  All determinations and interpretations thereof made by the Committee shall be conclusive and binding on all parties hereto and upon their successors and assigns.  All capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Plan.
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11.       Conditions to Issuance of Shares.  The Company’s obligation to issue Shares of its Common Stock upon exercise of the Option is expressly conditioned upon the completion by the Company of any registration or other qualification of such Shares under any state and/or federal law or rulings or regulations of any government regulatory body or the making of such investment representations or other representations and agreements by the Optionee or any person entitled to exercise the Option in order to comply with the requirements of any exemption from any such registration or other qualification of such Shares which the Committee shall, in its sole discretion, deem necessary or advisable.  Such required representations and agreements include representations and agreements that the Optionee, or any other person entitled to exercise the Option, (a) is not purchasing such Shares for distribution and (b) agrees to have placed upon the face and reverse of any certificates for such Shares a legend setting forth any representations and agreements which have been given to the Committee or a reference thereto and stating that, prior to making any sale or other disposition of any such Shares, the Optionee, or any other person entitled to exercise the Option, will give the Company notice of intention to sell or dispose of the Shares not less than five (5) days prior to such sale or disposition.
This Agreement is addressed to the Optionee in duplicate and shall not be effective until the Optionee executes the acceptance below and returns one copy to the Company, thereby acknowledging that he or she has read, approves of and agrees to all the terms and conditions of this Agreement and the Plan.
EFFECTIVE as of the 6th day of January, 2020.
  Contango ORE, Inc.  
     
     
       

By:
/s/ Leah Gaines  
    Leah Gaines  
    Chief Financial Officer  
       

     
ACCEPTED:

/s/ Rick Van Nieuwenhuyse                          
Rick Van Nieuwenhuyse
958 Chena Pump Road
Fairbanks, AK 99709

5
 
 Exhibit 10.3


CONTANGO ORE, INC.
RESTRICTED STOCK AWARD AGREEMENT
WHEREAS, this Restricted Stock Award Agreement (this “Agreement”) is made as of January 9, 2020 by and between Contango ORE, Inc., a Delaware corporation (the “Company”), and Rick Van Nieuwenhuyse (the “Participant”).  Unless otherwise defined herein, capitalized terms used in this Agreement shall have the same meaning ascribed to them in the Amended and Restated 2010 Equity Compensation Plan, as amended (the “Plan”).
WHEREAS, the Participant serves as an executive officer of the Company and the Participant’s continued service in such capacity is considered by the Company to be important for the Company’s continued growth and financial success; and
WHEREAS, the Board has determined it appropriate to award the Participant shares of the Company’s common stock under the Plan, in furtherance of the purposes of the Plan by providing the Participant with a meaningful incentive to remain as an executive officer and by securing other benefits for the Company; and
WHEREAS, the Company desires to confirm such stock award and to set forth the terms and conditions of such award, and the Participant desires to accept such award and agree to the terms and conditions thereof, as set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:
1. Stock Award.  The Company hereby awards and issues to the Participant Seventy-Five Thousand (75,000) shares of the Company’s common stock (the “Issued Shares”) under and pursuant to the Plan, effective as of January 9, 2020 (the “Grant Date”).  The following vesting provisions shall be in effect for the Issued Shares:
(i) The Issued Shares are unvested and subject to forfeiture pursuant to the terms of this Agreement (the “Restricted Stock”) and are hereby awarded to the Participant in consideration of the continued service the Participant is to render the Company over the vesting period set forth in Section 3 of this Agreement.  The Restricted Stock is subject to all of the applicable terms and conditions set forth in this Agreement and the Plan, including the transfer restrictions set forth in Section 4 and the escrow requirements of Section 5.
(ii) Upon the Participant ceasing to be an executive officer or employee of the Company for any reason (other than on account of death or Permanent Disability), any unvested Restricted Stock shall be automatically forfeited to the Company for no consideration and the Participant shall have no further rights with respect thereto.
2. Participant’s Rights.  Subject to the terms hereof, the Participant shall have all stockholder rights with respect to all of the Issued Shares subject to this Agreement, whether or not those shares are at the time held in escrow hereunder, including (without limitation) the right to vote those shares and to receive any cash dividends declared thereon.
3. Vesting Schedule.  The Restricted Stock shall vest 37,500 shares on January 6, 2021 and 37,500 shares on January 6, 2022; provided that the Participant remains in the continuous employment of the Company until such vesting date.  Notwithstanding the foregoing sentence, the Restricted Stock shall vest immediately upon the occurrence of either of the following: (i) the occurrence of a Change of Control (as defined below), or (ii) the date the Participant ceases to be an executive office or employee of the Company on account of death or Permanent Disability; provided that, in each instance, the Participant remains in the continuous employment of the Company until such vesting date or event.  The terms “Change of Control” and “Permanent Disability” shall mean:
(i) “Change of Control” shall mean (A) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all, of the assets of the Company and its subsidiaries to any other person or entity (other than an affiliate of the Company), (B) any person or entity, including a “group” as contemplated by Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding shares of the Company’s voting stock (based upon voting power), or (C) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Board of Directors, in each case the result of which is the termination of your employment due to the elimination of your position in connection with, and immediately after, the underlying transaction.  Notwithstanding the foregoing, a Change of Control shall not include a public offering of the Company’s common stock or a transaction with its sole purpose to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
(ii) The term “Permanent Disability” means permanent and total disability within the meaning of Section 22(e)(3) of the Internal Revenue Code.
4. Restriction on Transfer of Restricted Stock.  Except for the escrow described in Section 5 or the transfer of the shares of Restricted Stock to the Company or its assignees in accordance with the terms of this Agreement, none of the shares of Restricted Stock subject to this Agreement or any beneficial interest therein shall be transferred, encumbered or otherwise disposed of in any way until such shares vest and are thereby released from all forfeiture provisions in accordance with the provisions of this Agreement.
5. Restricted Stock Escrow.  As security for the faithful performance of the terms of this Agreement with respect to the Restricted Stock and to insure the availability of such Restricted Stock for delivery to the Company upon forfeiture pursuant to the vesting provisions set forth in Section 3, the Participant agrees to deliver to and deposit with the secretary of the Company, or such other person designated by the Company (the “Escrow Agent”), as Escrow Agent in this transaction, a stock assignment duly endorsed (with date and number of shares blank) in the form attached hereto as Exhibit A, together with the certificate or certificates evidencing the shares of Restricted Stock; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Joint Escrow Instructions of the Company and the Participant set forth in Exhibit B attached hereto, which instructions shall also be delivered to the Escrow Agent.  Subject to the provisions of this Agreement and the Joint Escrow Instructions, the Participant shall have all rights and privileges of a shareholder of the Company with respect to the Restricted Stock deposited in said escrow.
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6. Investor Representations.  Participant represents that he/she is acquiring the Issued Shares for his/her own account for investment and has no present intent to resell or distribute all or any portion of the Issued Shares. Participant agrees that the Issued Shares will be sold or otherwise disposed of only in accordance with applicable federal and state statutes, rules and regulations.
7. Legends.  The share certificate evidencing the Restricted Stock issued hereunder shall be endorsed with the following legend (in addition to any legend required under applicable state securities laws):
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND FORFEITURE PROVISIONS AS SET FORTH IN THAT CERTAIN RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE PARTICIPANT, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THESE SHARES SHALL BE VALID OR EFFECTIVE UNLESS MADE IN COMPLIANCE WITH ALL OF THE TERMS AND CONDITIONS OF SUCH AGREEMENT.
8. Adjustment.  All references to the number of Issued Shares in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend, recapitalization or other similar change in the outstanding shares of the Company’s outstanding common stock effected with the Company’s receipt of the consideration that may occur after the date of this Agreement as set forth in the Plan.  Any new, substituted or additional securities or other property (including cash paid on the shares of Restricted Stock other than as a regular cash dividend) which is distributed with respect to the Issued Shares pursuant to the Plan shall be immediately subject to the applicable transfer restrictions under Section 4 and the applicable escrow requirements under Section 5, but only to the extent the Issued Shares are at the time covered by such restrictions or escrow requirements.
9. Tax Consequences.  The Participant understands that under Section 83 of the Code, the fair market value of the shares of Restricted Stock on the date the forfeiture restrictions applicable to those shares lapse will be reportable as ordinary income at that time.  The Participant understands that the Participant may elect to be taxed at the time the shares of Restricted Stock are issued and thereby recognize ordinary income equal to the fair market value of those shares at the time of issuance, rather than when those shares of Restricted Stock subsequently vest and cease to be subject to forfeiture restrictions. Should the Participant decide to make such election, the Participant must file the requisite election form under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days after the issuance date of the Restricted Stock. The form for making this election is attached hereto as Exhibit D.  Participant understands that failure to make this filing within the thirty (30) day period will result in the recognition of ordinary income by the Participant as the forfeiture restrictions lapse.
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In the event that the Participant files, under Section 83(b) of the Code, an election to be taxed upon the issuance of the Restricted Stock and recognize ordinary income on the issuance date of the Restricted Stock, the Participant shall at the time of such filing notify the Company of the making of such election and furnish a copy of the notice to the Company.
THE PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON PARTICIPANT’S BEHALF.  PARTICIPANT IS RELYING SOLELY ON PARTICIPANT’S ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) ELECTION.
The Participant shall make arrangements satisfactory to the Company, or, in the absence of such arrangements, the Company or any Parent or Subsidiary may deduct from any payment to be made to Participant any amount necessary, to satisfy requirements of federal, state, local, or foreign tax law to withhold taxes or other amounts with respect to the issuance of the Restricted Stock or the expiration of the forfeiture provisions applicable to the Restricted Stock.
10. No Impairment of Rights.  Nothing contained in this Agreement shall be deemed to interfere with or otherwise restrict the rights of the Company or the Company’s stockholders to terminate the employment of the Participant or to remove the Participant from the Board at any time in accordance with the provisions of applicable law.
11. Indemnification.  The Participant agrees to hold harmless and indemnify the Company for any and all liabilities resulting to it through violation by the Participant of the warranties and representations made by the Participant in, or other provisions of, this Agreement.
12. Termination.  This Agreement, and the respective rights and obligations of the Participants hereto, shall terminate upon the earliest to occur of the following: (i) the expiration of ten (10) years from the date of this Agreement; or (ii) the agreement among the parties hereto to terminate the Agreement.
13. General Provisions.
(a) This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of Delaware.
(b) Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to the Participant at his address shown on the Company's records and to the Company at the address of its principal corporate offices (attention: President) or at such other address as such party may designate by ten (10) days' advance written notice to the other party hereto. Any notice to the Escrow Agent shall be sent to the Company’s address with a copy to the other party hereto.
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(c) The rights of the Company under this Agreement shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns.  The rights and obligations of the Participant under this Agreement may not be assigned; however, such rights and obligations shall inure to the benefit of, and be binding upon, the heirs, executors, administrators of the Participant’s estate.
(d) Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement.  The rights granted both parties hereunder are cumulative and shall not constitute a waiver of either party’s right to assert any other legal remedy available to it.
(e) The Participant agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement.
(f) The Issued Shares have been awarded to the Participant under the Plan, a copy of which, together with official prospectus for such Plan, has been previously provided to the Participant.  All of the terms, conditions, and other provisions of the Plan are hereby incorporated by reference into this Agreement.  If there is any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern.  The Participant hereby acknowledges such prior receipt of a copy of the Plan and the prospectus for the Plan and agrees to be bound by all the terms and provisions of this Agreement and the Plan (as presently in effect or hereafter amended), rules and regulations adopted from time to time thereunder, and by all decisions and determinations of the Board and the Committee made from time to time thereunder.
(g) Captions in this Agreement are for convenience of reference only and shall not be considered in the construction hereof.  Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.  Any requirement of time made hereinabove shall be of the essence of this Agreement.
(h) The Participant agrees to take any action the Company reasonably deems necessary in order to comply with federal and state laws, or the rules and regulations of the National Association of Securities Dealers, Inc. (the “NASD”) or any stock exchange or quotation system, or any other obligation of the Company or the Participant relating to the Issued Shares or this Agreement.
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(i) This Agreement shall be binding upon the heirs, executors, administrators, and successors of the parties.  This Agreement and the Plan constitute the entire agreement between the parties with respect to the Issued Shares, and supersede any prior agreements or documents with respect thereto.  No amendment, alteration, suspension, discontinuation, or termination of this Agreement, which may impose any additional obligation upon the Company or materially impair the rights of the Participant with respect to the Issued Shares, shall be valid unless in each instance such amendment, alteration, suspension, discontinuation, or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and by the Participant.

[Rest of page intentionally left blank.  Signature(s) to follow.]
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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first written above.

PARTICIPANT
 
 
/s/ Rick Van Nieuwenhuyse                          
Signature
75,000                                              
Number of Shares
Rick Van Nieuwenhuyse                              
 
 
 
CONTANGO ORE, INC.
 
 
By:      /s/ Leah Gaines                       
Name: Leah Gaines
Title:   Vice President and Chief Financial Officer
 

 
 Exhibit 99.1


Exhibit 99.1

Contango ORE, Inc. Strengthens Its Management Team with the Addition of Rick Van Nieuwenhuyse as President and CEO

HOUSTON--(BUSINESS WIRE)--January 6, 2020--Contango ORE, Inc. (“CORE” or the “Company”) (OTCQB: CTGO) announced today the addition of Rick Van Nieuwenhuyse as President and CEO to its executive management team. Brad Juneau will continue to be active in the company as Executive Chairman, working with Rick to grow the company and add value for shareholders into the future. Rick has had an extensive and successful career in the mining industry and has been directly involved in the discovery and subsequent advancement of two of Alaska’s largest gold and copper discoveries over the past 20 years – the 40 million ounce Donlin Gold project and the Arctic and Bornite polymetallic deposits. In 1998, he formed NovaGold and acquired the Donlin Gold project and subsequently led the team that made the gold discovery there. In 2011, NovaGold spun out its Upper Kobuk Minerals Projects located in the Ambler Mining District to shareholders as Trilogy Metals. Over the past eight years, Trilogy Metals has discovered over eight billion pounds of copper, three billion pounds of zinc and over one million ounces of gold equivalent. Under Rick’s leadership, both NovaGold and Trilogy are known for having formed strong partnerships with Alaska Native Corporations. Also, both projects are the result of successful partnerships with major mining companies that were brought in as development partners. The Donlin and Ambler projects are currently in the advanced stages of permitting and feasibility.

Brad Juneau, the Company’s Chairman, commented, “I have known Rick for several years, and followed his success with admiration. We are extremely pleased that he has agreed to join our company as President and CEO and are confident that his proven leadership will enable him to provide Contango with a level of expertise we simply have not previously enjoyed. His experience in leading early stage projects from the exploration stage through permitting and construction will be invaluable as we move our Peak Gold project forward. We feel that working with Rick will enable us to grow the Company at a pace that would not be possible without his experience, expertise, and guidance. Rick will work out of Fairbanks which is located close enough to our project to allow frequent field visits and provide real time information from the exploration process.”

Rick Van Nieuwenhuyse, the Company's newly appointed President and CEO, commented, “I am very pleased to join Contango Ore. The samples at the Peak Gold deposit with over four grams per tonne gold resources represents one of the highest grade potentially open-pitable gold deposits in the world. Unlike most gold deposits in Alaska, the Peak Gold project is located right along the Alaska Highway with grid power not far away. There is a lot of work to do to demonstrate a feasibility level reserve, but in mining grade is king and Peak has it. The project represents an excellent opportunity to develop Alaska’s next gold mine. I look forward to working with the Contango team to advance the Peak Gold deposit to a construction decision, as well as to explore the nearly 850,000 acre land package consisting primarily of private land, with neighboring state of Alaska claims. We have only just begun to explore this prolific belt of rocks.”

ABOUT PEAK GOLD

Peak Gold is a joint venture between Royal Alaska, LLC, a wholly-owned subsidiary of Royal Gold, Inc. and CORE Alaska, LLC, a wholly-owned subsidiary of CORE. Peak Gold holds a 675,000 acre lease with the Native Village of Tetlin and an additional 175,000 acres of State of Alaska mining claims, all located near Tok, Alaska, on which Peak Gold explores for minerals. CORE Alaska holds a 60% membership interest in Peak Gold and Royal Alaska holds a 40% membership interest in Peak Gold and is the manager of the joint venture.

ABOUT CORE

CORE is a Houston-based company that engages in the exploration in Alaska for gold and associated minerals through Peak Gold, LLC, its joint venture company with Royal Gold, Inc. 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, Chairman
(713) 877-1311

Rick Van Nieuwenhuyse, President and CEO
(778) 386-6227