Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.



Retention Agreement

On June 10, 2020, Contango ORE, Inc., a Delaware corporation (the "Company"), entered into a Retention Payment Agreement (the "Retention Agreement") with Rick Van Nieuwenhuyse, the Company's President and Chief Executive Officer, providing for a payment in an amount of $350,000 upon the occurrence of certain conditions. The Retention Agreement is triggered upon a change of control (as defined in the Retention Agreement) which occurs on or prior to August 6, 2025, provided that Mr. Van Nieuwenhuyse is employed by the Company when the change of control occurs.

The foregoing summary of the Retention Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of the Retention Agreement, a copy of which is being filed as Exhibit 10.1 and is incorporated herein by reference.

Short Term Incentive Plan

In accordance with Mr. Van Nieuwenhuyse's previously disclosed Offer Letter, dated January 6, 2020, the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") adopted a Short Term Incentive Plan (the "STIP"), effective as of June 10, 2020, for the benefit of Mr. Van Nieuwenhuyse. Pursuant to the terms of the STIP, the Compensation Committee will establish performance goals each year and evaluate the extent to which, if any, Mr. Van Nieuwenhuyse meets such goals. The STIP provides for a payout equal to 25% of Mr. Van Nieuwenhuyse's annual base salary if the minimum performance target established by the Compensation Committee is met, 100% of his annual base salary if all performance goals are met, and up to 200% of his annual base salary if the maximum performance target is met. Amounts due under the STIP will be payable 50% in cash and 50% in the form of restricted stock granted under the Contango ORE, Inc. Amended and Restated 2010 Equity Incentive Plan (as amended, the "Plan"), vesting in two equal annual installments on the first and second anniversaries of the grant date, and subject to the terms of the Plan.

The foregoing summary of the STIP does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of the STIP, a copy of which is being filed as Exhibit 10.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

Exhibit No.                          Description of Exhibit

  10.1        Retention Payment Agreement, dated June 10, 2020, between Contango
            ORE, Inc. and Rick Van Nieuwenhuyse.
  10.2        Contango ORE, Inc. Short Term Incentive Plan for the benefit of Rick
            Van Nieuwenhuyse, dated June 10, 2020.

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