UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):    September 30, 2020


CONTANGO ORE, INC.
(Exact name of Registrant as specified in its charter)

Delaware
001-35770
27-3431051
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
     
     
     
3700 Buffalo Speedway, Suite 925 Houston, Texas   77098
(Address of principal executive offices)   (Zip Code)

Registrant’s Telephone Number, including area code:  (713) 877-1311

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, Par Value $0.01 per share
CTGO
OTCQB
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01.
Regulation FD Disclosure.

On September 30, 2020, Contango ORE, Inc., a Delaware corporation (the “Company”), issued a press release announcing the execution of agreements for a series of transactions (the “Transactions”), whereby, among other things, the Company, through its wholly-owned subsidiary, CORE Alaska, LLC,  agreed to sell thirty percent (30%) of the membership interests in Peak Gold, LLC (the “Joint Venture Company”) to a wholly-owned subsidiary of Kinross Gold Corporation (“Kinross”), and Kinross, following the purchase of forty percent (40%) of the membership interests in the Joint Venture Company in a separate transaction, will become the Company’s new partner in the Joint Venture Company. The Transactions result in the Company retaining thirty percent (30%) of the Joint Venture Company, with Kinross owning seventy percent (70%) of, and operating and managing, the Joint Venture Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.  The information included in this Item 7.01 and in Exhibit 99.1 attached hereto 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, except as explicitly set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

Many of the statements included or incorporated in this Current Report on Form 8-K and the furnished exhibit constitute “forward-looking statements.”  In particular, they include statements relating to future actions, strategies, future operating and financial performance, the Company’s future financial results, ability to realize the anticipated benefits of the Transactions described in the furnished Exhibit 99.1, disruption from the Transactions described in the furnished Exhibit 99.1, and transition of the Joint Venture Company’s management to Kinross, including as it relates to maintenance of business and operational relationships, potential delays or changes in plans with respect to exploration or development projects or capital expenditures.  These forward-looking statements are based on current expectations and projections about future events.  Readers are cautioned that forward-looking statements are not guarantees of future operating and financial performance or results and involve substantial risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of the Company may differ materially from those expressed or implied by such forward-looking statements.  Such risks and uncertainties include, but are not limited to, factors described from time to time in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein).

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description of Exhibit
   


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
CONTANGO ORE, INC.
 
 
 
 
By:
/s/ Leah Gaines
 
Leah Gaines
 
Vice President, Chief Financial Officer, Chief Accounting
Officer, Treasurer and Secretary


Dated: September 30, 2020
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