Filed pursuant to Rule 424(b)(3)
Registration No. 333-251499
PROSPECTUS
CONTANGO OIL & GAS COMPANY
14,193,903 shares of common stock
The selling
stockholders named in this prospectus (the selling stockholders), should they choose to do so after the effectiveness of this registration, may offer up to 14,193,903 shares of common stock, par value $0.04 per share (the common
stock), of Contango Oil & Gas Company (the Company) issued to the selling stockholders pursuant to a private placement. All of these shares of common stock would be sold by the selling stockholders named in this
prospectus, or their respective transferees, pledgees, donees or successors-in-interest. This prospectus is being filed pursuant to that certain Registration Rights
Agreement, dated as of December 1, 2020 between the Company and certain of the selling stockholders (the Registration Rights Agreement). The selling stockholders will receive all proceeds from the sale of the shares of common stock
being offered in this prospectus. We will not receive any proceeds from the sale of shares by the selling stockholders. We are required to pay certain offering fees and expenses in connection with the registration of the selling stockholders
securities and to indemnify the selling stockholders against certain liabilities. For more information related to the selling stockholders, please read Selling Stockholders.
This prospectus describes the general manner in which these securities may be offered and sold. If necessary, the specific manner in which
these securities may be offered and sold will be described in one or more supplements to this prospectus. Any prospectus supplement may add, update or change information contained in this prospectus. You should carefully read this prospectus, and
any applicable prospectus supplement, as well as the documents incorporated by reference herein or therein before you invest in any of our securities.
There can be no assurances that the selling stockholders will sell any or all of the securities offered under this prospectus. The selling
stockholders may offer and sell our common stock to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. In addition, certain selling stockholders may offer and sell these securities
from time to time, together or separately. If the selling stockholders use underwriters, dealers or agents to sell such securities, we will name them and describe their compensation in a prospectus supplement. The price to the public of those
securities and the net proceeds the selling stockholders expect to receive from that sale will also be set forth in a prospectus supplement.
Our common stock is listed on the NYSE American (NYSE American) and trades under the symbol MCF. The last reported
sale price of our common stock on December 17, 2020, as reported by the NYSE American, was $2.14 per share.
See the
section entitled Risk Factors beginning on page 5 of this prospectus and any similar section contained in any applicable prospectus supplement to read about factors you should consider before buying our
securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of
this prospectus is December 29, 2020