CONTANGO ORE, INC. (OTCMKTS:CTGO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

Purchase Agreement

On October 23, 2017, Contango ORE, Inc. (the "Company") completed the issuance and sale of an aggregate of 553,672 shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") at a purchase price of $19.00 per share of Common Stock, in a private placement (the "Private Placement") to certain purchasers (the "Purchasers") to a Stock Purchase Agreement dated as of October 23, 2017 (the "Purchase Agreement"), by and among the Company and each Purchaser. The Private Placement resulted in approximately $10.5 million of gross proceeds and approximately $10.0 million of net proceeds. The Company will use the net proceeds from the Private Placement to fund its exploration and development program and for general corporate purposes. Petrie Partners Securities, LLC ("Petrie") acted as sole placement agent in connection with the Private Placement and received a placement agent fee equal to 6.50 percent (6.50%), which was reduced to 3.25 percent (3.25%) for existing stockholders and other Purchasers referred by those existing stockholders, or a total of $0.5 million in placement agent fees.

The shares sold in the Private Placement were issued in reliance on an exemption from registration under the Securities Act of 1933, as amended, to Section 4(2) thereof. The bases for the availability of this exemption include the facts that the issuance was a private transaction which did not involve a public offering and the shares were offered and sold to a limited number of purchasers.

A copy of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the Purchase Agreement in this Current Report on Form 8-K is a summary and is qualified in its entirety by reference to the complete text of the Purchase Agreement.

Registration Rights Agreement

to a Registration Rights Agreement dated as of October 23, 2017 (the "Registration Rights Agreement"), by and among the Company and the Purchasers, the Company agreed to file up to two demand registration statements with the Securities and Exchange Commission at any time after one year after the Private Placement but before three years after the Private Placement in order to register the resale of the shares of Common Stock. In addition, the Registration Rights Agreement granted certain piggyback rights to the Purchasers.

A copy of the Registration Rights Agreement is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the Registration Rights Agreement in this Current Report on Form 8-K is a summary and is qualified in its entirety by reference to the complete text of the Registration Rights Agreement.

Relationships

Brad Juneau, the Company's President and Chief Executive Officer, purchased 13,200 shares of Common Stock, or $250,800, in the Private Placement on the same terms and conditions as all other Purchasers.

Item 3.02.Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above under the heading "Purchase Agreement" regarding the issuance by the Company of 553,672 shares of Common Stock to the Purchasers as contemplated by the Purchase Agreement is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On October 24, 2017, the Company issued a press release relating to the transaction described in this Current Report on Form 8-K. A copy of the 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.

(d) Exhibits.

Contango ORE, Inc. Exhibit
EX-4.1 2 a51705572ex4_1.htm EXHIBIT 4.1 Exhibit 4.1 CONTANGO ORE,…
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About CONTANGO ORE, INC. (OTCMKTS:CTGO)

Contango ORE, Inc. is engaged in the participation in a joint venture to explore in the State of Alaska for gold ore and associated minerals. The Company’s primary focus is the exploration of a mineral lease with the Native Village of Tetlin whose governmental entity is the Tetlin Tribal Council (Tetlin Tribal Council) for the exploration of minerals near Tok, Alaska on over an estimated 675,000 acres (the Tetlin Lease). It has formed a joint venture, Peak Gold, LLC (the Joint Venture Company), to advance exploration of the Tetlin Property, which is prospective for gold and associated minerals. The Tetlin Property is located in the Tetlin Hills and Mentasta Mountains of eastern interior Alaska, over 300 kilometers southeast of the city of Fairbanks and approximately 20 kilometers southeast of Tok, Alaska. As of June 30, 2016, the Tetlin Lease and unpatented mining claims held by the Joint Venture Company included Tetlin-Tok, Eagle, Bush, West Fork, Triple Z and Tetlin-Village.