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):    September 22, 2021


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


Delaware 001-35770 27-3431051
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
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 1.01.
Entry into a Material Definitive Agreement.

On September 21, 2021, the Board of Directors of Contango ORE, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Rights Agreement dated as of September 23, 2020, 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 year to September 22, 2022.

The Rights Agreement is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The description of the Amendment herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.1.

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 9.01.
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description of Exhibit
   
4.1


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, Chief Financial Officer, Chief Accounting
 
Officer, Treasurer and Secretary



Dated: September 22, 2021

Exhibit 4.1

AMENDMENT NO. 1

TO

RIGHTS AGREEMENT
 
This Amendment No. 1 (this “Amendment”) to the Rights Agreement is made and entered into as of September 22, 2021, 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 September 23, 2020 (the “Rights Agreement”);
 
WHEREAS, pursuant to Section 28 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 28 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.            Amendment. Section 7(a) of the Rights Agreement is amended by deleting “September 22, 2021” where it appears and replacing it with “September 22, 2022.”

2.            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.
 
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 executed and/or 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 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).
 
5.            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 in the Rights Agreement as amended by this Amendment.

6.            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 28 of the Rights Agreement and the certification contained in this Section 6 shall constitute the certification required by Section 28 of the Rights Agreement.
 
[Signature page follows]
 



2
 
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
 
 
 
CONTANGO ORE, INC.
 
 
 
 
 
 
 
 
 
 
By:
/s/ Leah Gaines
 
Name
Leah Gaines
 
Title:
VP and CFO
 
 
 
     
     
  COMPUTERSHARE TRUST COMPANY, N.A.
     
     
     
 
By:
/s/ Kathy Heagerty
  Name:
Kathy Heagerty
  Title:
Manager, Client Management


Signature Page to
Amendment No. 1 to
Rights Agreement