This Amendment No. 5 (the “Amendment No. 5”) amends the statement on Schedule 13D filed with the SEC on April 16, 2018 (the “Original Schedule 13D”), as amended by:

This Amendment No. 5 is filed by the Reporting Person with respect to the common stock (the “Common Stock”), $0.01 per share par value, of Contango ORE, Inc., a Delaware corporation (the “Issuer”), with its principal executive offices at 3700 Buffalo Speedway, Suite 925, Houston, Texas 77098. The Original Schedule 13D, as amended by the amendments listed above, is referred to herein as “Schedule 13D”. Except as set forth below, all Items of Schedule 13D remain unchanged. Capitalized terms used herein without definition have the meanings assigned to them in the Schedule 13D.

Item 2 of Schedule 13D is hereby amended as follows:

Schedule A to the Schedule 13D is amended and restated in its entirety as set forth as Schedule A hereto and incorporated herein by reference are the names, business addresses, present principal occupations or employments, and citizenship of each director and executive officer of Royal Gold, Inc.

Item 4 of Schedule 13D is hereby replaced by the following:

Royal Alaska, LLC, a wholly-owned subsidiary of Royal Gold, Inc. prior to the closing of the Transaction (as defined below), and CORE Alaska, LLC, a wholly-owned subsidiary of the Issuer, are the members of Peak Gold, LLC, a joint venture for development of a mining project in Alaska (the “Joint Venture”). CORE Alaska, LLC holds a 60% membership interest and Royal Alaska, LLC holds a 40% membership interest in the Joint Venture. Under the operating agreement for the Joint Venture, Royal Alaska, LLC serves as the manager of the Joint Venture and manages, directs, and controls operations of the Joint Venture.

On September 29, 2020, Royal Gold, Inc. entered into a definitive purchase agreement (the “Purchase Agreement”) with Skip Sub, Inc., a Delaware corporation and wholly owned subsidiary of Kinross Gold Corporation (“Kinross”), pursuant to which Kinross agreed to acquire all of the membership interests of Royal Alaska, LLC for $49,153,840 and 809,744 shares of the Issuer’s common stock for $15 per share, or $12,146,160, from Royal Gold, Inc. for aggregate cash consideration of $61,300,000 million (the “Transaction”). The Transaction closed on September 30, 2020.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached as Exhibit 3 hereto and incorporated herein by reference.

Items 5(a) and 5(b) of Schedule 13D are hereby replaced by the following:

(a) – (b) As of the date hereof, the Reporting Person holds zero shares of Common Stock of the Issuer.

As a result of the Transaction, as of September 30, 2020, the Reporting Person ceased to be a beneficial owner of more than five percent (5%) of the outstanding Common Stock of the Issuer.

To Royal Gold, Inc.’s knowledge, no shares of the Common Stock are beneficially owned by any of the persons listed on Schedule A to this Schedule 13D.

Item 5(c) of Schedule 13D is hereby replaced by the following:

The sole transaction in the Common Stock by the Reporting Person during the past 60 days is set forth in Item 4 and is incorporated herein by reference.

Item 5(e) of Schedule 13D is hereby replaced by the following:

Following the closing of the Transaction as described in Item 4, the Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding Common Stock of the Issuer.

Item 6 is hereby replaced by the following:

Except as described in Items 3, 4 and 5 and in the Purchase Agreement set forth as Exhibits 3 hereto incorporated herein by reference, the Stock Purchase Agreement and Side Letter incorporated herein by reference and previously set forth as Exhibits 1 and 2 to Schedule 13D, Royal Gold, Inc. does not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person named in Item 2 and any person with respect to any securities of the Issuer, including but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or voting of any securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, division of profits or loss or the giving or withholding of proxies.

Item 7 of Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 30, 2020

Schedule A

Set forth below is a list of the directors and executive officers of Royal Gold, Inc., setting forth the business address and present principal occupation or employment, and the name and address of any corporation or organization in which such employment is conducted, of each person. To Royal Gold, Inc.’s knowledge, all directors and officers listed below are citizens of the United States, unless otherwise indicated. Unless otherwise indicated below the business address of each person is c/o Royal Gold, Inc., 1144 15^th Street, Suite 2500, Denver, CO 80202.

Directors of Royal Gold, Inc.

Executive Officers of Royal Gold, Inc.

* Canadian citizen.