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):    February 6, 2020

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

 Delaware
 001-35770
 27-3431051
(State or other jurisdiction of
(Commission
(I.R.S. Employer
incorporation or organization)
File Number)
Identification No.)
     
3700 Buffalo Speedway, Suite 925
Houston, Texas
  77098
(Address of principal executive offices)
 
(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.

On February 6, 2020, Contango ORE, Inc., a Delaware corporation (the “Company”), entered into amendments to the previously-disclosed Retention Agreements in place with Brad Juneau, its Executive Chairman, Leah Gaines, its Vice President and Chief Financial Officer and one other employee to extend the term of the change in control period during which such officer or employee will be entitled to receive a payment upon the occurrence of a change in control (as defined in the applicable Retention Agreement) from August 6, 2020 until August 6, 2025. The amendments were approved by the Compensation Committee of the Company’s Board of Directors.

 The foregoing summary of the amendments to the Retention Agreements does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of the form of amendment, a copy of which is being filed as Exhibit 10.1 and is incorporated herein by reference.


Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits.



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: February 10, 2020
 



Exhibit 10.1



AMENDMENT TO
RETENTION PAYMENT AGREEMENT


This Amendment to Retention Payment Agreement (the “Amendment”) is entered into as of February 6, 2020 by and between Contango ORE, Inc., a Delaware corporation (the “Company”), and ____________________ (the “Executive”).

WITNESSETH:

WHEREAS, the Company and the Executive previously entered into that certain Retention Payment Agreement effective as of February 6, 2020 (the “Agreement”);

WHEREAS, Section 10 of the Agreement allows the Agreement to be amended by an instrument in writing signed by the party against whom such amendment is sought to be enforced; and

WHEREAS, the Company and the Executive desire to amend the Agreement to extend the CIC Period;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:

1.            Section 1(a) of the Agreement is hereby amended and restated in its entirety to read as follows:

Upon the consummation of a Change in Control (the “CIC Date”) during the period from the Effective Date until August 6, 2025 (the “CIC Period”), the Company, or its successor, shall pay to the Executive a one-time cash bonus in a lump sum amount of [●] (the “Retention Payment”) within 30 days following the CIC Date; provided that either (i) the Executive remains continuously employed by, or in the service of, the Company from the Effective Date until the CIC Date, or (ii) the Executive’s employment or service with the Company is terminated by the Company without Cause within 60 days prior to the CIC Date.

2.            Except as otherwise specifically set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect.


[Signature Page Follows]


IN WITNESS WHEREOF, the Executive has executed the Amendment and the Company has caused this Amendment to be executed in its name and on its behalf by its duly authorized officer, to be effective as of the date set forth above.



EXECUTIVE:
   
   
  Signature: ________________________________________
   
  Name: ___________________________________________
   
  Date: ____________________________________________
   
   
   
  COMPANY:
   
   
 
By: /s/ Rick Van Nieuwenhuyse
   
 
Name: Rick Van Nieuwenhuyse
   
 
Its: President and CEO
   
 
Date: February 6, 2020