Controlled Equity OfferingSM Sales AgreementSales Agreement • June 9th, 2023 • Contango ORE, Inc. • Gold and silver ores • New York
Contango ORE, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
RIGHTS AGREEMENT dated as of September 23, 2020 between CONTANGO ORE, INC., as the Company, and COMPUTERSHARE TRUST COMPANY, N.A., as Rights AgentRights Agreement • September 24th, 2020 • Contango ORE, Inc. • Gold and silver ores • New York
RIGHTS AGREEMENT, dated as of September 23, 2020, (this “Agreement”), by and between Contango ORE, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).
1,600,000 SHARES OF COMMON STOCK CONTANGO ORE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2023 • Contango ORE, Inc. • Gold and silver ores • New York
The undersigned, Contango ORE, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Contango ORE, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC and Freedom Capital Markets are acting as representatives to the several Underwriters (the “Representatives” and if there are no Underwriters other than the Representatives, references to multiple Underwriters shall be disregarded and the term Representatives as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. Maxim Group LLC and Freedom Capital Markets are acting as joint-book running
CONTANGO ORE, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2023 • Contango ORE, Inc. • Gold and silver ores • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of January 19, 2023 is by and among Contango ORE, Inc., a Delaware corporation (together with any successor entity, herein referred to as the “Company”), and the several undersigned purchasers (collectively, the “Purchasers”) that have each executed a Subscription Agreement (as defined below) pursuant to which the Company has accepted subscriptions for the Shares (as defined below) as of the date hereof.
RETENTION PAYMENT AGREEMENTRetention Payment Agreement • June 12th, 2020 • Contango ORE, Inc. • Gold and silver ores • Texas
This Retention Payment Agreement (the “Agreement”) is entered into as of June 10, 2020 (the “Effective Date”) by and between Contango ORE, Inc., a Delaware corporation (the “Company”), and Rick Van Nieuwenhuyse (the “Executive”).
SECOND AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • December 17th, 2020 • Contango ORE, Inc. • Gold and silver ores • Texas
This Second Amended and Restated Management Services Agreement (this “Agreement”) dated as of December 11, 2020, and effective as of December 1, 2020 (the “Effective Date”), is entered into by and between Contango ORE, Inc., a Delaware corporation (“CORE”) and Juneau Exploration, L.P., a Texas limited partnership (“JEX”). CORE and JEX may be referred to herein collectively as the “Parties” or individually as a “Party”.
SUBSCRIPTION AGREEMENT CONTANGO ORE, INC.Subscription Agreement • December 23rd, 2022 • Contango ORE, Inc. • Gold and silver ores
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of the date on the signature page hereto, by and between Contango ORE, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Purchaser”).
Dated effective as of October 1, 2020Limited Liability Company Agreement • October 6th, 2020 • Contango ORE, Inc. • Gold and silver ores • Delaware
STOCK PURCHASE AGREEMENT dated as of June 17, 2021 among CONTANGO ORE, INC. and THE PURCHASER(S) NAMED HEREINStock Purchase Agreement • June 21st, 2021 • Contango ORE, Inc. • Gold and silver ores • Delaware
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of June 17, 2021, by and between Contango ORE, Inc., a Delaware corporation (the “Issuer”), and the person(s) listed on Schedule 1 attached to this Agreement (each a “Purchaser” and, if more than one, collectively the “Purchasers”).
CONTRIBUTION AGREEMENT DATED AS OF NOVEMBER 1, 2010 BY AND BETWEEN CONTANGO OIL & GAS COMPANY AND CONTANGO ORE, INC.Contribution Agreement • November 26th, 2010 • Contango ORE, Inc. • Gold and silver ores • Delaware
This Contribution Agreement (“Agreement”) is entered into as of November 1, 2010 to be effective on the date immediately before the distribution of shares of the Company’s common stock to the stockholders of Contango (the “Effective Date”), by and between Contango Oil & Gas Company, a Delaware corporation (“Contango”), and Contango ORE, Inc., a Delaware corporation (“Company”). Contango and Company are hereinafter sometimes referred to collectively as the “Parties” and individually as a “Party.”
CHAIRMAN AGREEMENTChairman Agreement • November 26th, 2010 • Contango ORE, Inc. • Gold and silver ores • Texas
THIS CHAIRMAN AGREEMENT (“Agreement”) is entered into between Contango ORE, Inc., a Delaware corporation (the “Company”), and Kenneth R. Peak (“Mr. Peak”) as of November 1, 2010, to be effective on the date immediately before the distribution of shares of the Company’s common stock to the stockholders of Contango Oil & Gas Company (the “Effective Date”).
AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • November 26th, 2010 • Contango ORE, Inc. • Gold and silver ores • Alaska
THIS AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) dated as of November 1, 2010 to be effective on the date of distribution of shares of the Client’s common stock to the stockholders of Contango Oil & Gas Company (the “Effective Date”) is entered into by and between CONTANGO ORE, INC., a Delaware corporation (“Client”) and AVALON DEVELOPMENT CORPORATION, an Alaska corporation (“Consultant”). Each of Client and Consultant is sometimes referred to herein individually as a “Party” and collectively, as the “Parties.”
AMENDMENT NO. 7 TO RIGHTS AGREEMENTRights Agreement • September 24th, 2020 • Contango ORE, Inc. • Gold and silver ores • Delaware
This Amendment No. 7 (this “Amendment”) to the Rights Agreement is made and entered into as of September 23, 2020, by and between Contango ORE, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”).
ContractCredit and Guarantee Agreement • November 14th, 2024 • Contango ORE, Inc. • Gold and silver ores
AMENDMENT NO. 9 TO CREDIT AND GUARANTEE AGREEMENT, dated as of September 30, 2024 (this “Amendment”), among CORE ALASKA, LLC, a Delaware limited liability company (the “Borrower”), CONTANGO ORE, INC., a Delaware corporation (“Contango”), CONTANGO LUCKY SHOT ALASKA, LLC (f/k/a ALASKA GOLD TORRENT, LLC), an Alaska limited liability company (“CLSA”), CONTANGO MINERALS ALASKA, LLC, an Alaska limited liability company (“CMA”) and CONTANGO MINING CANADA, INC., a British Columbia corporation (“CMC” and together with Contango, CLSA and CMA, the “Guarantors”) and ING CAPITAL LLC, in its capacity as administrative agent (the “Administrative Agent) (with the consent of the Required Lenders (as defined below in the Credit Agreement referred to below)).
MINERAL LEASEMineral Lease • November 26th, 2010 • Contango ORE, Inc. • Gold and silver ores • Alaska
THIS MINERAL LEASE is made effective the 15th day of July, 2008 (“Effective Date”) and entered into as of the Effective Date by and between the NATIVE VILLAGE OF TETLIN also known as the TETLIN VILLAGE COUNCIL (“Tetlin”), an Alaska Native Tribe federally recognized and eligible to receive services from the United States Bureau of Indian Affairs, whose address is P.O. Box 797 Tok, AK 99780, and JUNEAU EXPLORATION COMPANY, d/b/a JUNEAU MINING COMPANY, a Texas corporation authorized to do business in Alaska and having its principal place of business at 3700 Buffalo Speedway Ste. 730, Houston, Texas (77098) (“Juneau”).
THIS INVESTOR RIGHTS AGREEMENT made the [•] day of April, 2022.Investor Rights Agreement • April 13th, 2022 • Contango ORE, Inc. • Gold and silver ores • New York
WHEREAS, the Company has entered into an investment agreement dated April 9, 2022 with the Investor (the “Investment Agreement”) pursuant to which the Investor agreed to purchase, and the Company agreed to sell to the Investor the Debentures (as defined herein);
EMPLOYMENT AGREEMENTEmployment Agreement • July 17th, 2023 • Contango ORE, Inc. • Gold and silver ores • British Columbia
CONTANGO ORE, INC., a company incorporated pursuant to the laws of Delaware, USA and having its registered office at 3700 Buffalo Speedway, Ste 925, Houston, TX 77098
CONTANGO ORE, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2016 • Contango ORE, Inc. • Gold and silver ores • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of November 15, 2016 is by and among Contango ORE, Inc., a company duly incorporated and existing under the laws of Delaware (together with any successor entity, herein referred to as the “Company”), and the purchasers set forth on the signature page below (collectively, the “Purchasers”).
AMENDMENT NO. 3 TO RIGHTS AGREEMENTRights Agreement • May 14th, 2024 • Contango ORE, Inc. • Gold and silver ores • Delaware
This Amendment No. 3 (this “Amendment”) to the Rights Agreement (as defined below) is made and entered into as of September 13, 2023, by and between Contango ORE, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”).
ContractCredit and Guarantee Agreement • November 14th, 2023 • Contango ORE, Inc. • Gold and silver ores
AMENDMENT NO. 1 TO CREDIT AND GUARANTEE AGREEMENT, dated as of July 17, 2023 (this “Amendment”), among CORE ALASKA, LLC, a Delaware limited liability company (the “Borrower”), CONTANGO ORE, INC., a Delaware corporation (“Contango”), ALASKA GOLD TORRENT, LLC, an Alaska limited liability company (“AGT”) and CONTANGO MINERALS ALASKA, LLC, an Alaska limited liability company (“CMA”), together with Contango and AGT, the “Guarantors”) and ING CAPITAL LLC, in its capacity as administrative agent (the “Administrative Agent) (with the consent of the Required Lenders (as defined below in the Credit Agreement referred to below).
LIMITED LIABILITY COMPANY AGREEMENT BETWEEN CORE ALASKA, LLC AND ROYAL ALASKA, LLC FOR PEAK GOLD, LLC DATED: JANUARY 8, 2015Limited Liability Company Agreement • January 9th, 2015 • Contango ORE, Inc. • Gold and silver ores • Delaware
This Limited Liability Company Agreement of Peak Gold, LLC (this “Agreement”) is made as of January 8, 2015 (the “Effective Date”) between Core Alaska, LLC, a Delaware limited liability company (“CORE”), and Royal Alaska, LLC, a Delaware limited liability company (“Royal”).
ContractCredit and Guarantee Agreement • August 13th, 2024 • Contango ORE, Inc. • Gold and silver ores
WAIVER NO. 5, CONSENT NO. 1 AND AMENDMENT NO. 6 TO CREDIT AND GUARANTEE AGREEMENT, dated as of April 30, 2024 (this “Agreement”), among CORE ALASKA, LLC, a Delaware limited liability company (the “Borrower”), CONTANGO ORE, INC., a Delaware corporation (“Contango”), CONTANGO LUCKY SHOT ALASKA, LLC (f/k/a ALASKA GOLD TORRENT, LLC), an Alaska limited liability company (“CLSA”), CONTANGO MINERALS ALASKA, LLC, an Alaska limited liability company (“CMA”) and CONTANGO MINING CANADA, INC., a British Columbia corporation (“CMC” and together with Contango, CLSA and CMA, the “Guarantors”) and ING CAPITAL LLC, in its capacity as administrative agent (the “Administrative Agent) (with the consent of the Required Lenders (as defined below in the Credit Agreement referred to below)).
CONSULTING AGREEMENTConsulting Agreement • September 19th, 2011 • Contango ORE, Inc. • Gold and silver ores • Alaska
THIS AGREEMENT is made and entered into as of October 15, 2010, by and between CONTANGO ORE, INC. (“CORE”) and MR. DONALD ADAMS (“Consultant”).
INVESTMENT AGREEMENTInvestment Agreement • April 13th, 2022 • Contango ORE, Inc. • Gold and silver ores • New York
The Corporation accepts the subscription on the terms and conditions of this Agreement, including the attached “Terms and Conditions of Investment”.
CREDIT AND GUARANTEE AGREEMENT dated as of May 17, 2023 by and among CORE ALASKA, LLC, as Borrower, CONTANGO ORE, INC., ALASKA GOLD TORRENT, LLC and CONTANGO MINERALS ALASKA, LLC, as Guarantors, ING CAPITAL LLC, as Administrative Agent MACQUARIE BANK...Credit and Guarantee Agreement • May 19th, 2023 • Contango ORE, Inc. • Gold and silver ores • New York
CREDIT AND GUARANTEE AGREEMENT, dated as of May 17, 2023, by and among CORE ALASKA, LLC, a Delaware limited liability company (the “Borrower”), each of CONTANGO ORE, INC., a Delaware corporation (“Contango”), ALASKA GOLD TORRENT, LLC, an Alaska limited liability company (“AGT”), and CONTANGO MINERALS ALASKA, LLC, an Alaska limited liability company (“CMA” and, together with Contango and AGT, the “Guarantors”), each of the Lenders (as defined below) party hereto from time to time, ING CAPITAL LLC, as administrative agent for the Lenders (in such capacity and together with its successors and assigns in such capacity, the “Administrative Agent”) and MACQUARIE BANK LIMITED, as collateral agent for the Secured Parties (as defined below) (in such capacity and together with its successors and assigns in such capacity, the “Collateral Agent”). Capitalized terms used herein have the meanings set forth for such terms in Section 1.01 below.
TETLIN STABILITY AGREEMENTTetlin Stability Agreement • February 6th, 2015 • Contango ORE, Inc. • Gold and silver ores • Alaska
This Stability Agreement (this “Agreement”) is entered into between Contango ORE, Inc., a Delaware corporation (the “Company”) and the Native Village of Tetlin, a federally recognized Indian tribe, organized pursuant to the Indian Reorganization Act, 25 U.S.C. § 476, under a Constitution and By-Laws approved on May 15, 1939, and ratified on March 20, 1940 (the “Tetlin Constitution”) a/k/a the Tribe of Tetlin, Tetlin Tribal Council and Tetlin Village Council (“Tetlin”).
AMENDMENT NO. 2 TO MINERAL LEASEMineral Lease • September 19th, 2011 • Contango ORE, Inc. • Gold and silver ores
THIS AMENDMENT No. 2 to MINERAL LEASE (“Amendment No. 2”) is made effective the 1st day of June, 2011 (“Effective Date”) and entered into as of the Effective Date by and between the TETLIN VILLAGE COUNCIL, a/k/a TETLIN TRIBAL COUNCIL (“Tetlin”), an Alaska Native Village corporation organized pursuant to the Alaska Native Claims Settlement Act, 43 U.S.C. §§1601 – 1629 (“ANCSA”), whose address is P.O. Box 797 Tok, AK 99789, and CONTANGO ORE, INC., a Delaware corporation, as successor-in-interest by assignment of JUNEAU EXPLORATION, LP, d/b/a JUNEAU MINING COMPANY (“Juneau”), and authorized to do business in Alaska and having its principal place of business at 3700 Buffalo Speedway, Suite 960, Houston, TX 99078 (“CORE”).
OPTION TO PURCHASE STATE MINING CLAIMSOption to Purchase State Mining Claims • October 6th, 2020 • Contango ORE, Inc. • Gold and silver ores • Alaska
AMENDMENT NO. 5 TO CREDIT AND GUARANTEE AGREEMENT, AMENDMENT NO. 3 TO SECURITY AGREEMENT AND JOINDER AGREEMENTCredit and Guarantee Agreement • May 14th, 2024 • Contango ORE, Inc. • Gold and silver ores
This AMENDMENT NO. 5 TO CREDIT AND GUARANTEE AGREEMENT, AMENDMENT NO. 3 TO SECURITY AGREEMENT AND JOINDER AGREEMENT, dated as of February __, 2024 (this “Agreement”), among CORE ALASKA, LLC, a Delaware limited liability company (the “Borrower”), CONTANGO ORE, INC., a Delaware corporation (“Contango”), CONTANGO LUCKY SHOT ALASKA, LLC (f/k/a/ ALASKA GOLD TORRENT, LLC), an Alaska limited liability company (“CLSA”), CONTANGO MINERALS ALASKA, LLC, an Alaska limited liability company (“CMA”) and CONTANGO MINING CANADA INC., a British Columbia corporation (“CMC”, and together with Contango, CLSA and CMA, the “Guarantors”), ING CAPITAL LLC, in its capacity as administrative agent (the “Administrative Agent”) (with the consent of the Required Lenders (as defined below in the Credit Agreement referred to below)) and MACQUARIE BANK LIMITED, in its capacity as collateral agent (the “Collateral Agent”).
AMENDMENT NO. 4 TO RIGHTS AGREEMENTRights Agreement • November 12th, 2015 • Contango ORE, Inc. • Gold and silver ores • Delaware
This Amendment No. 4 (this “Amendment”) to the Rights Agreement, made and entered into as of December 20, 2012 (the “Rights Agreement”), by and between Contango ORE, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agent”), is made and entered into as of November 11, 2015, by and between the Company and the Rights Agent.
CONTANGO ORE, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2022 • Contango ORE, Inc. • Gold and silver ores • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of December 23, 2022 is by and among Contango ORE, Inc., a Delaware corporation (together with any successor entity, herein referred to as the “Company”), and the several undersigned purchasers (collectively, the “Purchasers”) that have each executed a Subscription Agreement (as defined below) pursuant to which the Company has accepted subscriptions for the Shares (as defined below) as of the date hereof.
MASTER AGREEMENT by and between CONTANGO ORE, INC. and ROYAL GOLD, INC. dated as of September 29, 2014Master Agreement • October 2nd, 2014 • Contango ORE, Inc. • Gold and silver ores • Delaware
This Master Agreement (this “Agreement”), is entered into as of September 29, 2014, by and between CONTANGO ORE, INC., a Delaware corporation (the “Company”) and ROYAL GOLD, INC. a Delaware corporation (“Royal Gold”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 7.01 hereof.
SUBSCRIPTION AGREEMENT CONTANGO ORE, INC.Subscription Agreement • January 19th, 2023 • Contango ORE, Inc. • Gold and silver ores • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of the date on the signature page hereto, by and between Contango ORE, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Purchaser”).
CONTANGO ORE, INC. AND CONTANGO MINING CANADA INC. AND HIGHGOLD MINING INC.Arrangement Agreement • May 6th, 2024 • Contango ORE, Inc. • Gold and silver ores • British Columbia
NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:
August 4, 2023Retention Agreement • August 4th, 2023 • Contango ORE, Inc. • Gold and silver ores
This letter agreement and release (this “Agreement”) confirms the understanding and agreement between you and Contango ORE, Inc. (the “Company”) regarding your employment, your retention and separation from employment, and payments and benefits due upon such retention and separation. The Company’s subsidiaries and affiliates (and other Releasees besides them as defined below) are intended to be third-party beneficiaries of this Agreement and therefore may enforce this Agreement to the same extent as the Company. This Agreement is intended to supersede and replace that certain Retention Payment Agreement dated February 6, 2019 by and between the Company and you (as amended, the “Retention Agreement”), which shall be terminated and of no further force and effect upon your execution of this Agreement.
