On December 22, 2022, Contango Ore, Inc. closed the transaction. The company entered into a subscription agreements for a private placement to issued of 283,500 common shares at an issue price for $20 per share, for gross proceeds of $5,670,000 in the transaction with certain accredited investors. The company also issued warrants entitling each purchaser to purchase shares of common shares for $25 per share in a private placement to certain accredited investors pursuant to subscription agreements.

The subscription agreements include customary representations, warranties, and covenants by the Investors and the company. Pursuant to the warrants between the company and each Investor, the warrants will be exercisable, in full or in part, at any time until the second anniversary of their issuance, at an exercise price of $25 per share of common shares. The warrants will also provide for certain adjustments that may be made to the exercise price and the number of shares of common shares issuable upon exercise due to future corporate events or otherwise.

The net proceeds from the private placement totaled approximately $5,600,000. The securities sold in the private placement were issued in reliance on an exemption from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof. The transaction included participation from 11 investors pursuant to exemption provided under Regulation D.