Item 1.01. Entry into a Material Definitive Agreement.

Amendment No. 6 to Rights Agreement

On November 20, 2019, Contango ORE, Inc., a Delaware corporation (the "Company") and Computershare Trust Company, N.A., as Rights Agent (the "Rights Agent"), entered into an Amendment No. 6 (the "Amendment") to the Company's Rights Agreement, dated as of December 20, 2012, by and between the Company and the Rights Agent (as amended to date, the "Rights Agreement"). The Amendment amends the Rights Agreement to extend the term of the Rights Agreement for approximately two years until December 31, 2021.

Amended and Restated Management Services Agreement

On November 20, 2019, the Company entered into an Amended and Restated Management Services Agreement (the "A&R MSA"), with Juneau Exploration, L.P., a Texas limited partnership ("JEX"), which amends and restates the Management Services Agreement between the Company and JEX dated as of October 1, 2016. Pursuant to the A&R MSA, JEX will continue, subject to the direction of the board of directors of the Company, to manage the business and affairs of the Company and its interest in Peak Gold, LLC (the "Joint Venture Company"), a joint venture company in which the Company currently holds a 60% interest. The services provided to the Company by JEX include corporate finance, accounting, budget, reporting, risk management, operations and stockholder relation functions of the Company. Pursuant to the A&R MSA, the Company will pay to JEX a monthly fee of $47,000, which includes an allocation of approximately $6,900 for office space and equipment. JEX will also be reimbursed for its reasonable and necessary costs and expenses of third parties incurred for the Company. In addition, executives of JEX may be granted restricted stock, stock options or other forms of compensation by the independent directors of the Company. The amount of time and expertise required to effectively manage and administer the business and affairs of the Company will continue to be monitored by the board of directors of the Company for necessary adjustments or modifications depending upon the amount of time required to be spent on the business and affairs of the Company by the executives and the progress of the Joint Venture Company in its exploratory programs in Alaska.

Relationships

Brad Juneau, the Company's Chairman, President and Chief Executive Officer, is the sole manager of JEX. No part of the fee payable to JEX pursuant to the A&R MSA is allocated for compensation of Brad Juneau who is compensated separately as determined by the independent directors of the Company.

The foregoing descriptions of the Amendment and the A&R MSA do not purport to be complete, and are qualified in their entirety by reference to the full text of the Amendment and the A&R MSA, which are attached as Exhibits 4.1 and 10.1 hereto, respectively.

Item 3.03. Material Modification to Rights of Security Holders.

The information provided in Item 1.01 hereto relating to the Amendment 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         Amendment No. 6 to Rights Agreement, dated as of November 20, 2019,
            between Contango ORE, Inc. and Computershare Trust Company, N.A., as
            Rights Agent.
  10.1        Amended and Restated Master Services Agreement, dated as of
            November 20, 2019, between Contango ORE, Inc. and Juneau Exploration,
            L.P.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses