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”).
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”).
RECITALS:Credit and Guarantee Agreement • May 14th, 2024 • Contango ORE, Inc. • Gold and silver ores
WHEREAS, the Borrower has entered into (i) that certain Credit and Guarantee Agreement, dated as of May 17, 2023, with the Administrative Agent, the Collateral Agent, the lenders (the “Lenders”) party thereto from time to time, the Guarantors, ING Capital LLC and Macquarie Bank Limited, as Mandated Lead Arrangers and ING Capital LLC, as Bookrunner (as amended pursuant to Amendment No. 1 dated as of July 17, 2023, Amendment No. 2 dated as of August 15, 2023 and Amendment No. 3 dated as of December 31, 2023, the “Existing Credit Agreement” and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) and (ii) that certain Security Agreement, dated as of May 17, 2023, by and among the Borrower, the Guarantors and the Collateral Agent (as amended by Amendment No. 1 dated as of September 13, 2023 (the “Existing Security Agreement”) and as further amended, amended and restated, supplemented or otherwise modified from time to time,
