Item 1.01
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Entry into Material Definitive Agreement.
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On November 27, 2020, Contango Oil & Gas Company (the Company, we, our) entered into an
purchase and sale agreement (the Purchase Agreement) with an undisclosed seller to acquire certain assets and liabilities located in the Big Horn Basin in Wyoming and Montana, Powder River Basin in Wyoming and Permian Basin in Texas and
New Mexico (the Properties), for aggregate consideration of approximately $58 million in cash, subject to adjustments for operations during the period between the effective date of August 1, 2020 and the closing date and other
customary purchase price adjustments (the Pending Acquisition). The Company expects the Pending Acquisition to close on December 31, 2020, subject to satisfaction of specified closing conditions. In connection with the execution of
the Purchase Agreement, the Company paid $5.8 million as a deposit for its obligations under the Purchase Agreement (the Deposit Amount), and a balance of $52.2 million remains payable upon closing of the Pending Acquisition,
subject to the adjustments discussed above. The Company intends to finance the purchase price with a combination of cash on hand, borrowings under its revolving credit facility and capital markets financing.
The Purchase Agreement contains customary representations, warranties and covenants for transactions of this type. There can be no assurance
that the Company will acquire the Properties on the terms described or at all. Even if the Company consummates the Pending Acquisition, it may not be able to achieve the expected benefits of the Pending Acquisition. There can be no assurance that
the Pending Acquisition will be beneficial to the Company. The Company may not be able to integrate the Properties without increases in costs, losses in revenues or other difficulties.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to such Purchase Agreement, a copy of which will
be filed with the Companys Annual Report on Form 10-K for the year ended December 31, 2020.
This Report shall not be deemed an offer to sell, or a solicitation of an offer to buy, any securities of the Company.
Item 7.01.
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Regulation FD Disclosure.
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On November 30, 2020, the Company issued a press release announcing the Pending Acquisition. 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 herein and in Exhibit 99.1 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.
Solely to the extent required, the information included in Item 7.01 of this Current Report on Form 8-K
is incorporated into this Item 8.01.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.