Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A    

    
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _____)

Filed by the Registrant     [x]     
     
Filed by a Party other than the Registrant     [  ]     
     
Check the appropriate box:

     
CONTANGO ORE, INC.

(Exact Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (check the appropriate box):

[x]           No fee required.

[  ]           Fee paid previously with preliminary materials.

[  ]           Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

CONTANGO ORE, INC.

3700 Buffalo Speedway, Suite 925

Houston, Texas 77098

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
 DECEMBER 11, 2020NOVEMBER 14, 2023

Dear Stockholder:

You are cordially invited to attend the 20202023 Annual Meeting of Stockholders of Contango ORE, Inc., which will be held virtually on Friday, December 11, 2020Tuesday, November 14, 2023 at 10:3011:00 a.m., Central Time.

Important Notice Regarding the Availability of Proxy Materials
For the Annual Meeting of Stockholders to be held on December 11, 2020November 14, 2023

Via Live Webcast at http:https://www.meetingcenter.io/274138189 (Password: CTGO2020)meetnow.global/MAAL4JH

In accordance with rules issued by the Securities and Exchange Commission, you may access the Notice of Annual Meeting of Stockholders, our 20202023 Proxy Statement and our Annual Report at http://www.contangoore.com

At the Annual Meeting you will be asked to vote on the following matters:

In light of the novel coronavirus (or COVID-19) outbreak, and for the health and well-being of our stockholders, employees and directors, thisThis year’s Annual Meeting will be conducted as a virtual meeting of stockholders, which will be held exclusively online via the Internet as a virtual web conference.

Stockholders who owned shares of Contango ORE, Inc.’s common stock, par value $0.01 per share, at the close of business on November 6, 2020September 28, 2023 are entitled to receive notice of and to attend and vote at the Annual Meeting via live webcast online at http:https://www.meetingcenter.io/274138189 (Password: CTGO2020)meetnow.global/MAAL4JH. Stockholders will need their 15-digit control number provided on their proxy card or voting instructions form to vote while attending the meeting online. Stockholders who attend the virtual meeting with their 15-digit control number will have the same rights and opportunities to participate as they would at an in-person meeting. If your voting instruction form does not include a 15-digit control number, you must contact your brokerage firm, bank, or other financial institution for instructions to access the Annual Meeting. If you do not have your 15-digit control number, you will still be able to attend the Annual Meeting as a “guest” and listen to the proceedings, but you will not be able to vote or otherwise.otherwise participate.

As a stockholder of Contango ORE, Inc., you have the right to vote on the proposals listed above. Please read the Proxy Statement carefully because it contains important information for you to consider when deciding how to vote. Your vote is important.

You have three options in submitting your vote prior to the Annual Meeting date:

(1)  You may sign and return the enclosed proxy card in the accompanying envelope;

(2)  You may vote over the Internet at the address shown on your proxy card; or

(3)  You may vote by telephone using the phone number shown on your proxy card.

Whether or not you plan to attend the Annual Meeting virtually, please date, sign and return the enclosed proxy card promptly or vote over the telephone or Internet.Internet. A postage-paid return envelope is enclosed for your convenience. If you decide to attend the Annual Meeting, you can revoke your proxy and vote virtually. If you have any questions, please contact us through our website at www.contangoore.com, call us at (713) 877-1311, or write us at 3700 Buffalo Speedway, Suite 925, Houston, Texas 77098.

By order of the Board of Directors,

/s/ Brad Juneau                                                 
Brad Juneau

Executive Chairman and Directorof the Board of Directors

Houston, Texas
November  9, 2020October 4, 2023

CONTANGO ORE, INC.

3700 Buffalo Speedway, Suite 925

Houston, Texas 77098

_____________________

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

December 11, 2020November 14, 2023

____________________

To our Stockholders:

The Board of Directors (the “Board”) of Contango ORE, Inc., a Delaware corporation (the “Company” or “CORE”), is furnishing you with this Proxy Statement in connection with its solicitation of your proxy, in the form enclosed, for use at the 20202023 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Friday, December 11, 2020Tuesday, November 14, 2023 at 10:3011:00 a.m., Central Time, forto vote on the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.following matters:

In light of the novel coronavirus (or COVID-19) outbreak, and for the health and well-being of our stockholders, employees and directors, this

This year’s Annual Meeting will be conducted as a virtual meeting of stockholders, which will be held exclusively online via the Internet as a virtual web conference. You will be able to attend the Annual Meeting online, vote your shares online during the Annual Meeting and submit your questions online during the Annual Meeting by visiting http:https://viewproxy.com/Contango/2020/vm.meetnow.global/MAAL4JH. There willwill not be a physical meeting location, and you will not be able to attend the Annual Meeting in person. We intend to return to an in-person annual meeting format in 2021. 

Important Notice Regarding the Availability of Proxy Materials
For the Annual Meeting of Stockholders to be held on December 11, 2020

Via Live Webcast at http://www.meetingcenter.io/274138189 (Password: CTGO2020)

In accordance with rules issued by the Securities and Exchange Commission, you may access the Notice of Annual Meeting of Stockholders, our 2020 Proxy Statement and our Annual Report at http://www.contangoore.com

At the Annual Meeting you will be asked to vote on the following matters:

Stockholders who owned shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at the close of business on November 6, 2020September 28, 2023 (the “Record Date”) are entitled to receive notice of and to attend and vote at the Annual Meeting via live webcast online at http: https://www.meetingcenter.io/274138189 (Password: CTGO2020). meetnow.global/MAAL4JH. Stockholders will need their 15-digit control number provided on their proxy card or voting instructions form to vote while attending the meeting online. Stockholders who attend the virtual meeting with their 15-digit control number will have the same rights and opportunities to participate as they would at an in-person meeting. If your voting instruction form does not include a 15-digit control number, you must contact your brokerage firm, bank, or other financial institution for instructions to access the Annual Meeting. If you do not have your 15-digit control number, you will still be able to attend the Annual Meeting as a “guest” and listen to the proceedings, but you will not be able to vote or otherwise.

As a stockholder of the Company, you have the right to vote on the proposals listed above. Please read the Proxy Statement carefully because it contains important information for you to consider when deciding how to vote. Your vote is important.

You have three options in submitting your vote prior to the Annual Meeting date:

(1)  You may sign and return the enclosed proxy card in the accompanying envelope;

(2)  You may vote over the Internet at the address shown on your proxy card; or

(3)  You may vote by telephone using the phone number shown on your proxy card.

We are distributing this Proxy Statement to you on or about November 11, 2020,October 10, 2023, together with the accompanying proxy card and the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2020,2023, as filed with the SEC on September 25, 202013, 2023 (the “Annual“2023 Annual Report”).

We cordially invite you to attend the Annual Meeting. Whether or not you plan to attend, please complete, date and sign the proxy card and return it promptly in the return envelope provided, or you may vote over the telephone or Internet by following the instructions on the proxy card or other enclosed proxy material.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS

The Annual Meeting.

If the proxy card is properly signed and returned to us, shares covered by the proxy card will be voted in accordance with the directions you specify on the card. The personpersons named as proxy on the proxy card isare Brad Juneau, the Company’s Chairman and Director, and Rick Van Nieuwenhuyse, the Company's President, Chief Executive ChairmanOfficer, and Director. Any stockholder who wishes to name a different person as his or her proxy may do so by crossing out Mr. Juneau’s nameand Mr. Van Nieuwenhuyse's names and inserting the name of another person to act as his or her proxy. In such a case, the stockholder would be required to sign the proxy card and deliver it to the person named as his or her proxy, and that person would be required to be present and vote at the Annual Meeting. Any proxy card so marked should not be mailed to the Company.

If you return a signed proxy card without having specified any choices, Mr. Juneau, or Mr. Van Nieuwenhuyse, each named as proxy, will vote the shares represented at the Annual Meeting and any adjournment thereof as follows:in accordance with the Board's recommendations below.

Our executive officers and directors who own shares of Common Stock have advised us that they intend to vote their shares in favor of the proposals presented in this Proxy Statement. As of the close of business on the Record Date, 5,994,6679,393,922 shares of Common Stock were issued and outstanding, approximately 22.2%18.0% of which were owned and entitled to be voted by CORE’s executive officers and directors.

PROPOSAL 1
ELECTION OF DIRECTORS

At the Annual Meeting, we will present the nominees named below and recommend that they be elected to serve as directors until the next annual stockholders meeting or until their successors are duly elected and qualified. Each nominee has consented to being named in this Proxy Statement and to serve if elected.

Your proxy will be voted for the election of the fourfive nominees named below unless you give instructions to the contrary. Your proxy cannot be voted for a greater number of persons than the number of nominees named.

Nominees

Presented below is a description of certain biographical information, occupations and business experience for the past five years of each person nominated to become a director. Five directors are to be elected at the Annual Meeting. All nominees are current directors standing for reelection to the Board. If any nominee should become unavailable for election, your proxy may be voted for a substitute nominee selected by the Board, or the Board’s size may be reduced accordingly. The BoardBoard is unaware of any circumstances likely to render any nominee unavailable. Directors of the Company hold office until the next annual stockholders meeting, until successors are elected and qualified or until their earlier resignation or removal.  Each nominee other than Mr. Van Nieuwenhuyse and Mr. Juneau is an independent director.

On September 15, 2010, the Company’s Board established a Nominating Committee to recommend nominees for director to the Board and to insureensure that such nominees possess the director qualifications set forth in the Company’s Corporate Governance Guidelines.Guidelines, a copy of which is available on the Company's website at www.contangoore.com. Additionally, the Nominating Committee reviews the qualifications of existing Board members before they are nominated for re-election to the Board. Once nominees are selected, the Board determines which nominees are presented to the Company’s stockholders for final approval.  Each nominee below has been recommended by the Nominating Committee.

The Board will also consider nominees recommended by stockholders. The Company’s Bylaws contain provisions that address the process by which a stockholder may nominate an individual to stand for election to the Board at our Annual Meeting of Stockholders. The procedures include a requirement that notices regarding a person’s nomination be received in writing from the stockholder and by the Company’s Secretary not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting. Moreover, the notice must include such nominee’s written consent to be named in the Company’s Proxy Statement and to serve if elected. Supporting information should include (a) the name and address of the candidate and the proposing stockholder, (b) a comprehensive biography of the candidate and an explanation of why the candidate is qualified to serve as a director taking into account the criteria identified in our Corporate Governance Guidelines and (c) proof of ownership, the class and number of shares, and the length of time that the shares of our common stock have been beneficially owned by each of the candidate and the proposing stockholder. Minimum qualifications include extensive business experience, a solid understanding of financial statements and a reputation for integrity.  Each nominee below has been recommended byFor additional information, see the Nominating Committee.section entitled “Submission of Stockholder Proposals and Director Nominations” below.

Brad Juneau. Mr. Juneau is co-founder of the Company and has served as a director of the Company since August 2012.  He served as President and Chief Executive Officer and a director of the Company from August 2012 afterwhen the Company’s co-founder, Mr. Kenneth R. Peak, received a medical leave of absence, until January 5, 2020 when he was succeeded by Mr. Van Nieuwenhuyse.  Mr. Juneau has served as Chairman of the Board since April 2013, and was appointed as Executive Chairman of the Board effective January 6, 2020. Mr. Juneau served as Executive Chairman until our 2021 Annual Meeting, when his title changed to Chairman.  Mr. Juneau is the sole manager of the general partner of Juneau Exploration, L.P. (“JEX”), a company involved in the exploration and production of oil and natural gas. JEX has entered into a number of agreements and arrangements with the Company, which are described under “Certain Relationships and Related Transactions”. Prior to forming JEX, Mr. Juneau served as senior vice president of exploration for Zilkha Energy Company from 1987 to 1998. Prior to joining Zilkha Energy Company, Mr. Juneau served as staff petroleum engineer with Texas International Company for three years, where his principal responsibilities included reservoir engineering, as well as acquisitions and evaluations. Prior to that, he was a production engineer with Enserch Corporation in Oklahoma City. Mr. Juneau previously served as a director of Contango Oil & Gas Company from April 2012 to March 2014.  Mr. Juneau is currently a director of Talos Energy and PetroQuest Energy.  Mr. Juneau holds a Bachelor of Science degree in Petroleum Engineering from Louisiana State University.  Mr. Juneau, as the Company’s co-founder, has substantial history and familiarity with the Company, and significant technical knowledge.

Rick Van Nieuwenhuyse.  Mr. Van Nieuwenhuyse was appointed to serve as President, Chief Executive Officer, and director of the Company effective January 6, 2020. He previously served as President and Chief Executive Officer of Trilogy Metals Inc. from January 2012 until December 2019. Between May 1999 and January of 2012, he served as the President and Chief Executive Officer of NOVAGOLD, Inc, a company that he founded. He served as the Vice President of Exploration for Placer Dome from 1990 to 1997.  Mr. Van Nieuwenhuyse holds a Candidature degree in Science from Université de Louvain, Belgium and a Master of Science degree in Geology from the University of Arizona. Mr. Van Nieuwenhuyse currently serves on the board of directors of Alexco Resource Corp.American Copper Development Corporation and Valhalla Metals Inc. He served on the board of directors of Alexco Resource Corp. from 2006 to 2022 and Sandfire Resources America, Inc. (formerly, Tintina Resources Inc.) from 2008 until 2016. Mr. Van Nieuwenhuyse has over forty years of experience in the minerals mining industry and brings significant industry and technical knowledge to the Company.

Joseph S. Compofelice.Compofelice. Mr. Compofelice has been a director of the Company since its inception.  Since January 2014, Mr. Compofelice has been an operating partner of White Deer Energy, an energy focused private equity fund. Mr. Compofelice is the Chairman since November 2014 and Chief Executive Officer since January 2016 of Stuart Pressure Control, an oilfield services company, controlled by White Deer Energy.  Mr. Compofelice is thecurrently serves as Chairman and Chief Executive OfficeCEO of Axios Industrial GroupServices, LLC an industrial servicea portfolio company controlled byof White Deer Energy.  Deer.  Mr. Compofelice has served as Managing Director of Houston Capital Advisors, a boutique financial advisory, mergers and acquisitions investment service sincefrom January 2004.2004 to December 2013. Mr. Compofelice also served as Chairman of the Board of Directors of Trico Marine Service, a provider of marine support vessels serving the international natural gas and oil industry, from 2004 to 2010 and as its Chief Executive Officer from 2007 to 2010. Mr. Compofelice served aswas President and Chief Executive Officer of Aquilex Services Corp., a service and equipment provider to the power generation industry, from October 2001 to October 2003. From February 1998 to October 2000, he served aswas Chairman and Chief Executive Officer of CompX International Inc., a provider of components to the office furniture, computer and transportation industries. From March 1994 to May 1998 he was Chief Financial Officer of NL Industries, a chemical producer, Titanium Metals Corporation, a metal producer and Tremont Corp. Mr. Compofelice received his Bachelor of Science degree atfrom California State University at Los Angeles and his MasterMasters of Business Administration atfrom Pepperdine University.  Mr. Compofelice has extensive leadership and financial experience.

Joseph G. Greenberg.Curtis J. Freeman.  Mr. GreenbergFreeman has been a director of the Company since its inception.2022.  Mr. Freeman is a U.S. Certified Professional Geologist and a licensed geologist in the State of Alaska as well as a member of several professional organizations. Since forming Avalon Development (“Avalon”) in 1985, Mr. Freeman and his crews have conducted mineral exploration throughout Alaska as well as in the Yukon, the western United States, Central America, South America, New Zealand and Africa. He has over thirty yearsconsulted for numerous major and junior mining companies and he and his team of diversified experienceprofessionals have been credited with a number of gold, copper, silver, nickel, platinum group, and rare metal discoveries in domestic oilAlaska and gas exploration and production.  Mr. Greenberg is founder and Chief Executive Officer of Alta Resources, LLC, oneother parts of the nation’s largest private producersworld. Mr. Freeman was Project Manager for the Manh Choh Project from its acquisition by the Company’s predecessor in 2008 through 2019. Mr. Freeman and his team were responsible for the discovery of natural gas.the Manh Choh Project deposits as well as identification of other known mineral prospects in the area. Mr. Greenberg receivedFreeman is a BachelorFounding Director of Science degree in Geology and Geophysics from Yale University in 1983,Canadian TSXV-listed Tectonic Metals Inc., and a MasterFounding Director and President of Valhalla Metals Inc. and Anglo Alaska Gold Corp., both private Alaska-domiciled companies involved in Geological Sciences from the University of Texas at Austin in 1986VMS and gold exploration, respectively. Mr. Greenberg is a Board member and Chairman Emeritus for YES Prep Public Schools, a system of high performing charter schools serving more than 15,000 low income students in Houston.  Mr. GreenbergFreeman also serves on the EntrepreneurshipTechnical Advisory Board for Yale SchoolBoards of Management.Canadian publicly-listed Metallic Minerals, Group Ten Metals and Granite Creek Copper. Mr. Freeman earned his Bachelor's degree in Geology in 1978 from the College of Wooster, Ohio and his Master’s Degrees in Economic Geology in 1980 from University of Alaska – Fairbanks.

Richard A. Shortz.  Mr. Shortz has been a director of the Company since 2016.  Mr. Shortz is President and Chief Executive Officer of Pavia Capital, LLP, a family office investment company.  Mr. Shortz served as a Partner of Morgan, Lewis & Bockius LLP, an international law firm (“Morgan Lewis”) from 1995 through September 2016 and as a Partner with Jones Day Reavis & Pogue LLP, another international law firm, from 1983 through 1994.  He previously was an executive of Tosco Corporation, an independent oil and gas company, from 1973 through 1983 where he became Senior Vice President, General Counsel and Secretary.  While a Partner at Morgan Lewis, Mr. Shortz served as Chairman of the firm’s Energy Group and a member of its Board.  Mr. Shortz received a Bachelor of Science degree in Accounting from Indiana University in 1967 and a Juris Doctor degree from Harvard Law School in 1970.  Mr. Shortz has extensive experience in corporate finance, mergers and acquisitions and corporate governance, regularly advising both public and private energy companies.

All directors and nominees for director of the Company are United States citizens. There are no family relationships between any of our directors or executive officers.

CORPORATE GOVERNANCE

We believe that good corporate governance is important to assure that the Company is managed for the long termlong-term benefit of its stockholders. The Board and management of the Company are committed to good business practices, transparency in financial reporting and the highest level of corporate governance and ethics. The Board has specifically reviewed the provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes Oxley Act”), the rules of the Securities and Exchange Commission (“SEC”) and applicable listing standards and rules to maintain its standards of good corporate governance.

The Board has reaffirmed existing policies and initiated actions adopting policies consistent with new rules and listing standards. In particular, we have:

Independence. Althoughthe Company is not subject to the New York Stock Exchange (“NYSE”) listing requirements, theThe Company evaluates the independence of its directors using the NYSE American listing standards.  After reviewing the qualifications of our current directors and nominees, and any relationships they may have with the Company that might affect their independence, the Board has determined that each director and nominee, other than Mr. Van Nieuwenhuyse and Mr. Juneau, is “independent” as that concept is defined by the listing standards of the NYSE American and the applicable rules of the SEC. Mr. Van Nieuwenhuyse is an executive officer and Mr. Juneau are executive officersis the former Executive Chairman (now Chairman) of the Company and, therefore, the Board has concluded that they are not independent directors.

Corporate Authority & Responsibility. All corporate authority resides in the Board, as the representative of the stockholders. Authority is delegated to management by the Board in order to implement the Company’s mission pursuant to Delaware law and our bylaws.Bylaws. Such delegated authority includes the authorization of spending limits and the authority to hire executives and terminate their services. The independent members of the Board and the Compensation Committee retain responsibility for selection, evaluation and the determination of compensation of the chief executive officer of the Company, oversight of the succession plan, approval of the annual budget, assurance of adequate systems, procedures and controls, and all matters of corporate governance. Members of the Board are kept informed of the Company’s business through discussions with Messrs. Juneau and Van Nieuwenhuyse and with key members of senior management, by reviewing materials provided to them and by participating in Board and committee meetings. Each Board member other than Mr. Van Nieuwenhuyse and Mr. Juneau is independent. Additionally, the Board provides advice and counsel to senior management.

Compensation of Directors. As of June 30, 2023, tNonehe independent directors receive cash compensation of $37,500 per quarter. Mr. Brad Juneau, the Chairman of the independent directors have receivedBoard, receives cash compensation since the founding of the Company.$58,750 per quarter.  During the fiscal year ended June 30, 2020,2023, Mr. Compofelice, Mr. Shortz, and Mr. Freeman each outside director of the Company received 30,00010,000 shares of restricted Common Stock that vest in January 2022.2025.  There were no other payments for meetings attended or service as chair of a committee.   Compensation of directors is determined by Mr. Van Nieuwenhuyse, Mr. Juneau, and the independent directors. Directors who are also executives of the Company do not receive compensation for serving as a director or as a member of a committee of the Board. All directors are reimbursed for reasonable out-of-pocket expenses incurred in connection with serving as a member of the Board.

Director Compensation Table. The following table sets forth the compensation paid by the Company to non-employee directors for the fiscal year ended June 30, 2020:2023:

Board Size. We believe smaller to mid-size boards are more cohesive, work better together and tend to be more effective monitors than larger boards. Our Bylaws currently provide for at least three and not more than seven directors.

Annual Election of Directors. In order to create greater alignment between the Board’s and our stockholders’ interests and to promote greater accountability to the stockholders, directors are elected annually.

Meetings. Our Board has meetings, as necessary. During the fiscal year ended June 30, 2020,2023, the Board held eighteeneleven meetings. During the fiscal year ended June 30, 2020,2023, the Board passed resolutions by unanimous written consent on twofive occasions. All of our Board members attended 100% of all Board and applicable committee meetings and the Company’s 20192022 annual meeting. We encourage our Board to attend our annual meeting of stockholders.

Committee Structure. It is the general policy of the Company that the Board as a whole will consider all major decisions. The committee structure of the Board includes the Audit Committee, the Compensation Committee, and the Nominating Committee. The Board may form other committees as it determines appropriate. A copy of the charter for each committee is available to any stockholder who requests a copy by delivering written notice to Contango ORE, Inc., 3700 Buffalo Speedway, Suite 925, Houston, Texas 77098. The charter for each committee is also available on our website at www.contangoore.com.

Audit Committee. The Audit Committee was established by the Board for the purpose of overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company. The Audit Committee recommends the appointment of independent public accountants to conduct audits of our financial statements, reviews with the accountants our quarterly and annual financial statements and the plan and results of the auditing engagement, approves other professional services provided by the accountants and evaluates the independence of the accountants. The Audit Committee also reviews the scope and adequacy of our system of internal controls and procedures over financial reporting and oversees compliance with our Code of Ethics. Members of the Audit Committee are Messrs. Compofelice (Committee Chairman), Greenberg,Freeman, and Shortz.  Each member of the Audit Committee is independent, as independence for audit committee members is defined in the listing standards of the NYSE American and the applicable rules of the SEC. The Audit Committee met formally four times during the fiscal year ended June 30, 2020.2023. The Board has determined that Mr. Compofelice is an “audit committee financial expert” as defined by the rules of the SEC.

Compensation Committee. The Compensation Committee was created by the Board for the purpose of administering the Contango ORE, Inc. 2010 Equity Compensation Plan (the “2010 Plan”) and the compensation for the Chief Executive Officer. Additionally, the Compensation Committee determines which executive officers and other executives may receive stock options, stock units, restricted stock awards, stock appreciation rights and other stock based awards and the amounts of such stock based awards. Members of the Compensation Committee are Messrs. Shortz (Committee Chairman), Compofelice, and Greenberg.Freeman.  Each member of the Compensation Committee is an “independent director” as defined in the applicable listing standards of the NYSE American and in the applicable rules of the SEC.  For a description of the Compensation Committee’s processes and procedures, see the section entitled “Compensation Discussion and Analysis” below.  The Compensation Committee met formally fourthree times during the fiscal year ended June 30, 2020.2023.

Nominating Committee. The Nominating Committee was created by the Board for the purpose of overseeing the identification, evaluation and selection of qualified candidates for appointment or election to the Board. The Nominating Committee identifies individuals qualified to become Board members and recommends to the Board nominees for election as directors of the Company, taking into account that the Board as a whole shall have competency in industry knowledge, accounting and finance, and business judgment. While the Company does not have a formal diversity policy, the Nominating Committee seeks members from diverse backgrounds so that the Board consists of members with a broad spectrum of experience and expertise and with a reputation for integrity. Directors should have experience in positions with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated, and be selected based upon contributions that they can make to the Company. The Nominating Committee shall give the same consideration to candidates for director nominees recommended by Company stockholders as those candidates recommended by others. Members of the Nominating Committee are Messrs. GreenbergShortz (Committee Chairman), Compofelice, and Shortz.Freeman. Each member of the Nominating Committee is independent as independence for nominating committee members is defined in the applicable listing standards of the NYSE American and the applicable rules of the SEC. The Nominating Committee met formally oncetwo times during the fiscal year ended June 30, 2020.2023.

Insider Trading and Policy on Hedging or Pledging of Stock.  Our insider trading policy contains stringent restrictions on transactions in Company stock by executive officers, directors and employees of the Company. All trades by employees and directors are prohibited during a quarterly blackout period based on the timing of the release of the Company’s quarterly or annual financial results, as well as during any special blackout period imposed by the Company in connection with certain Company events. Further, employees of the Company are prohibited from directly or indirectly (1) trading in options, warrants, puts, calls, forward contracts or similar instruments on Company securities; (2) engaging in limit order sales that extend beyond a single trading day (other than through a permitted trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); or (3) engaging in short sales or “sales against the box” of the Company’s securities, which are legally prohibited for insiders of the Company in all events.

Board Leadership Structure. The Board has the responsibility for selecting the appropriate leadership structure for the Company. Following the appointment ofThe Board appointed Rick Van Nieuwenhuyse as the President and Chief Executive Officer of the Company, effective January 6, 2020 the Board appointedCompany.  Mr. Juneau to serveserves as Executive Chairman of the Board.Chairman.  The Board believes that the separation of the Executive Chairman and the Chief Executive Officer functions in this structure is appropriate for oversight purposes on behalf of its investors, because it clarifies the individual roles of the Executive Chairman and Chief Executive Officer and enhances accountability. In addition, the Board believes that this structure is appropriate for the Company because Mr. Juneau is a co-founder of the Company and, through JEX, initially acquired the property leased from the Village of Tetlin, which is the primary asset of Peak Gold, LLC (the “Joint Venture Company”“Peak Gold JV”), which in turn is the primary asset of the Company.  In addition, Mr. Juneau has unique experience to lead the Board, having previously served as President and Chief Executive Officer of the Company. 

Risk Oversight. We administer our risk oversight function through our Audit Committee and our Compensation Committee as well as through our Board as a whole. Our Audit Committee is empowered to appoint and oversee our independent registered public accounting firm, monitor the integrity of our financial reporting processes and systems of internal controls and provide an avenue of communication among our independent auditors, management, our internal auditing department and our Board. Our Compensation Committee is responsible for overseeing the management of risks related to our compensation arrangements.

More information about the Company’s corporate governance practices and procedures is available on the Company’s website at www.contangoore.com.

Required Vote

The affirmative vote of holders of a plurality of the votes cast at the Annual Meeting is required for the election of each director. BrokersThe Company believes that brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, the Company anticipates that your broker will deliver a broker non-vote on this proposal. Abstentions and broker non-votes will not have any effect on the outcome of this proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE FIVE NOMINEES AS A DIRECTOR OF THE COMPANY, TO SERVE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS OR UNTIL HIS OR HER SUCCESSOR IS DULY ELECTED AND QUALIFIED.

PROPOSAL 2
APPROVAL OF THE 2023 OMNIBUS INCENTIVE PLAN

Contango ORE, Inc. 2023 Omnibus Incentive Plan

Background

Subject to stockholder approval, the Board adopted the Contango ORE, Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”) on September 22, 2023, upon the recommendation of the Compensation Committee. The Company believes that the 2023 Plan includes certain updates and current market best-practices that are not included in the Contango ORE, Inc. 2010 Plan. If stockholders do not approve the 2023 Plan, it will not be implemented and the Company will continue to grant awards under the 2010 Plan until its expiration. The Board is recommending that stockholders approve the 2023 Plan so the Company will be able to make the types of awards desirable to meet the Company’s compensatory needs going forward. The purpose of the 2023 Plan is to enable the Company to offer eligible employees, consultants and non-employee directors equity-based incentive awards to attract and retain such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders.

The 2023 Plan is intended to replace the 2010 Plan with respect to any new grants by the Company. If stockholders approve the 2023 Plan, no further grants will be made under the 2010 Plan following the date the 2023 Plan is approved by the Company’s stockholders. See “Effective Date” below. All outstanding awards under the 2010 Plan will continue in accordance with the 2010 Plan and any award agreement executed in connection with such outstanding awards.

Stockholder approval of the 2023 Plan is also necessary to ensure that the 2023 Plan meets the requirements under section 422 of the Internal Revenue Code for issuing incentive stock options and the NYSE approval requirements for equity compensation plans.

Historical Equity Granting Practices

Some stockholders view the burn rate as a useful measure to compare the rates at which peer companies have granted equity. The more equity that a company grants in relation to the total number of its shares of common stock outstanding, the higher that company’s burn rate will be. Over the past three years, our average burn rate has been 1.9% for FY 2023, 2.4% for FY 2022, and 3.3% for FY 2021.

As of the Record date, 536,862 shares were subject to awards outstanding under the 2010 Plan,  100,000 of which were subject to options or SARs, and 462,567 shares were available for awards under the 2010 Plan. We expect to continue making equity awards consistent with our practices over the past three years, and to maintain an average annual burn rate over the next three years in line with our average for the 2021-2023 period. On that basis, we expect that the shares currently remaining available for awards under the 2010 Plan plus an additional 193,500 shares of common stock will likely be sufficient to continue making awards for the next three to five years.

Shares available for grant under the 2023 Plan would consist of 193,500 shares of common stock plus (i) any shares remaining available for grant under the 2010 Plan (462,567 shares as of the Record Date), (ii) unexercised shares subject to appreciation awards (i.e. stock options or other stock-based awards based on the appreciation in value of a share of the Company’s common stock) granted under the 2010 Plan that expire, terminate, or are canceled for any reason without having been exercised in full, and (iii) shares subject to awards that are not appreciation awards granted under the 2010 Plan that are forfeited for any reason.

Based on 9,393,922 shares outstanding as of the Record Date, if all 193,500 new shares under the 2023 Plan, all 536,862 shares subject to outstanding awards under the 2010 Plan, and all 462,567 shares available for future awards under the 2010 Plan are ultimately issued, the stockholder dilution would be 11.75%. The 193,500 new shares added by the 2023 Plan represent only an additional 1.72% of dilution above what is already subject to the 2010 Plan. The Board believes that this level of potential dilution is reasonable for a company of our size in our industry while still giving the Company the ability to retain and motivate key employees and service providers. Expectations regarding future share usage under the 2023 Plan are naturally based on a number of assumptions regarding factors such as future growth in the population of eligible participants, the rate of future compensation increases, the rate at which shares are returned to the 2023 Plan through forfeitures, cancellations and the like, the level at which performance-based awards pay out, and our future stock price performance. While the Compensation Committee believes that the assumptions utilized are reasonable, future share usage will differ from current expectations to the extent that actual events differ from the assumptions utilized.

Summary of the 2023 Plan

The following is a summary of the material terms of the 2023 Plan. This summary does not purport to be a complete description of all provisions of the 2023 Plan and is qualified in its entirety by reference to the complete text of the 2023 Plan, a copy of which is attached as Exhibit A to this Proxy Statement. Any capitalized terms which are used in this summary description but not defined here or elsewhere in this prospectus have the meanings assigned to them in the 2023 Plan.

Corporate Governance Provisions

The 2023 Plan contains several provisions intended to make awards under the 2023 Plan comply with established principles of good corporate governance. These provisions include:

Administration

The 2023 Plan will be administered by our compensation committee, or such other committee designated by our board of directors to administer the plan, which we refer to herein as the Administrator. The Administrator will have broad authority, subject to the provisions of the 2023 Plan, to administer and interpret the 2023 Plan and awards granted thereunder. All decisions and actions of the Administrator will be final.

Eligibility

Awards under the 2023 Plan may be made to consultants, non-employee directors, and eligible employees of the Company or any of its subsidiaries. As of the Record Date, there were approximately ten employees and four non-employee directors eligible to participate in the 2023 Plan.

Award Types, Stock Subject to 2023 Plan

Stock options (both incentive stock options and non-qualified stock options), stock appreciation rights (SARs), restricted stock, restricted stock units (RSUs), and other stock-based awards are available for grant under the 2023 Plan. The maximum number of shares of Company common stock that may be issued in connection with awards made under the 2023 Plan is 193,500 shares plus (i) any shares remaining available for grant under the 2010 Plan (462,567 shares as of the Record date), (ii) unexercised shares subject to appreciation awards (i.e. stock options or other stock-based awards based on the appreciation in value of a share of the Company’s common stock) granted under the 2010 Plan that expire, terminate, or are canceled for any reason without having been exercised in full, and (iii) shares subject to awards that are not appreciation awards granted under the 2010 Plan that are forfeited for any reason.

Limits on Non-Employee Director Compensation

Under the 2023 Plan, the aggregate dollar value of all equity-based compensation granted to our non-employee directors for services in such capacity shall not exceed $400,000 during any fiscal year.

Minimum Vesting Period

Awards granted under the 2023 Plan are required to have a one year minimum vesting period, provided that the Administrator may provide for earlier vesting on a change of control, retirement, death, or disability, and provided that up to 5% of the total shares reserved for awards under the 2023 Plan may be exempt from the minimum vesting period.

Adjustments

The number and kind of shares authorized for grant under the 2023 Plan, the number of shares subject to an award, and the exercise price of awards shall be adjusted by the Compensation Committee as the committee determines, in good faith, to be necessary or advisable to prevent substantial dilution or enlargement of the rights of participants under the 2023 Plan in the event of any change in the capital structure or business of the Company by reason of any stock split, reverse stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, consolidation, spin-off, split-off, reorganization, or other extraordinary or unusual event affecting the outstanding common stock of the Company.

Types of Awards

Stock Options.  All stock options granted under the 2023 Plan will be evidenced by a written agreement with the participant, which provides, among other things, whether the option is intended to be an incentive stock option or a non-qualified stock option, the number of shares subject to the option, the exercise price, exercisability (or vesting), the term of the option, which may not generally exceed ten years, and other terms and conditions. Subject to the express provisions of the 2023 Plan, options generally may be exercised over such period, in installments or otherwise, as the Administrator may determine. The exercise price for any stock option granted may not generally be less than the fair market value of the common stock subject to that option on the grant date. The exercise price may be paid in cash or such other method as determined by the Administrator, including the delivery of previously owned shares or withholding of shares deliverable upon exercise. Other than in connection with a change in our capitalization, we will not, without stockholder approval, reduce the exercise price of a previously awarded option, and at any time when the exercise price of a previously awarded option is above the fair market value of a share of common stock, we will not, without stockholder approval, cancel and re-grant or exchange such option for cash or a new award with a lower (or no) exercise price.

Stock Appreciation Rights or SARs.  SARs may be granted alone or in conjunction with all or part of a stock option. Upon exercising a SAR, the participant is entitled to receive the amount by which the fair market value of the common stock at the time of exercise exceeds the exercise price of the SAR. This amount is payable in common stock, cash, or a combination thereof, at the Administrator’s discretion and as set forth in the award agreement.

Restricted Stock and RSUs.  Awards of restricted stock consist of shares of stock that are transferred to the participant subject to restrictions that may result in forfeiture if specified conditions are not satisfied. RSUs result in the transfer of shares of cash or stock to the participant only after specified conditions are satisfied. The Administrator will determine the restrictions and conditions applicable to each award of restricted stock or RSUs, which may include performance vesting conditions.

Other Stock-Based Awards. Other stock-based awards are Awards denominated in or payable in, valued in whole or in part by reference to, or otherwise based on or related to, the value of stock.

Transferability

Awards generally may not be sold, transferred for value, pledged, assigned or otherwise alienated or hypothecated by a participant other than by will or the laws of descent and distribution, and each option or SAR may be exercisable only by the participant during his or her lifetime.

Effect of a Change of Control

In the event of a change of control, except as otherwise provided by the Compensation Committee in an award agreement, all options, SARs, and restricted stock and RSUs with time-based vesting will accelerate and vest, and all restricted stock and RSUs with performance-based vesting will accelerate and vest at the mid-point between target and maximum performance level. The Compensation Committee may also, in its sole discretion: (i) cancel awards (whether or not vested) and pay the holders, in cash, the value of the awards based on the price per share to be received by stockholders in connection with the change of control.

For the purposes of the foregoing, a “change in control” generally means the occurrence of one of the following events: (i) the acquisition (including through purchase, reorganization, merger or consolidation) by a person or entity of 50% or more of the voting power of the securities entitled to vote to elect our Board; (ii) an election of individuals to our Board that causes a majority of the Board to have been members of the Board for less than two years, unless the individuals elected are approved by a vote of at least two-thirds of the directors then in office; (iii) the sale or other disposition of more than 50% of the consolidated assets of the Company; or (iv) a liquidation or dissolution of the Company.

Term

Assuming that the 2023 Plan is approved by the stockholders at the Annual Meeting, awards under the 2023 Plan may not be made after November 14, 2033, but awards granted prior to such date may extend beyond that date.

Amendment and Termination

Our board of directors has the right to amend, alter, suspend or terminate the 2023 Plan at any time, provided certain enumerated material amendments may not be made without stockholder approval. No amendment or alteration to the 2023 Plan or an award or award agreement will be made that would materially impair the rights of the holder, without such holder’s consent.

U.S. Federal Income Tax Considerations

The following is a summary of the principal United States federal income tax consequences to the Company and to participants subject to U.S. taxation with respect to awards granted under the 2023 Plan. This summary is not intended to be exhaustive and does not discuss the income tax laws of any city, state or foreign jurisdiction in which a participant may reside. Participants are advised to consult with their own tax advisors with respect to the tax consequences inherent in the ownership and/or exercise of the awards, and the ownership and disposition of any underlying securities.

Non-QualifiedStock Options. A participant who is granted a nonqualified stock option under the 2023 Plan will not recognize any income for federal income tax purposes on the grant of the option. Generally, on the exercise of the option, the participant will recognize taxable ordinary income equal to the excess of the fair market value of the shares on the exercise date over the option price for the shares. Upon disposition of the shares purchased pursuant to the stock option, the participant will recognize long-term or short-term capital gain or loss, as the case may be, equal to the difference between the amount realized on such disposition and the basis for such shares, which basis includes the amount paid for the shares and the amount previously recognized by the participant as ordinary income. If the common stock received upon exercise of an option is restricted stock, the rules regarding restricted stock will apply.

Incentive Stock Options. A participant who is granted an incentive stock option, or ISO, will not recognize any taxable income for federal income tax purposes either on the grant or exercise of the ISO. The aggregate fair market value of common stock (determined at the grant date) with respect to which ISOs can be exercisable for the first time during any calendar year cannot exceed $100,000. Any excess will be treated as a non-qualified stock option. If the participant disposes of the shares purchased pursuant to the ISO more than two years after the date of grant and more than one year after the issuance of the shares to the participant (the required statutory “holding period”), (a) the participant will recognize long-term capital gain or loss, as the case may be, equal to the difference between the selling price and the option price; and (b) the Company will not be entitled to a deduction with respect to the shares of stock so issued. If the holding period requirements are not met, any gain realized upon disposition will be taxed as ordinary income to the extent of the excess of the lesser of (i) the excess of the fair market value of the shares at the time of exercise over the option price, and (ii) the gain on the sale. Also in that case, the Company will be entitled to a deduction in the year of disposition in an amount equal to the ordinary income recognized by the participant. Any additional gain will be taxed as short-term or long-term capital gain depending upon the holding period for the stock. A sale for less than the option price results in a capital loss. The excess of the fair market value of the shares on the date of exercise over the option price is, however, includable in the option holder’s income for alternative minimum tax purposes.

Effective Date

The 2023 Plan will become effective on the day it is approved by the Company’s stockholders (the “Effective Date”). Assuming that the 2023 Plan is approved by the stockholders at the Annual Meeting, the Effective Date of the 2023 Plan will be November 14, 2023.

New Plan Benefits

Future grants under the 2023 Plan will be made at the discretion of the 2023 Plan administrator and, accordingly, are not yet determinable. In addition, benefits under the 2023 Plan will depend on a number of factors, including the fair market value of our common stock on future dates and the exercise decisions made by participants. Consequently, at this time, it is not possible to determine the future benefits that might be received by participants receiving discretionary grants under the 2023 Plan.

Required Vote

The affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote is required for approval of our 2023 Omnibus Incentive Plan. Abstentions will have the same effect as votes “AGAINST” this proposal. Broker non-votes will have no effect on the outcome of this proposal. Unless otherwise instructed, the persons named as proxies will vote “FOR” this proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE 2023 OMNIBUS INCENTIVEPLAN.

PROPOSAL 23
RATIFICATION OF THE SELECTION OF OUR AUDITORS

The BoardAudit Committee has appointed Moss Adams LLP (“Moss Adams”), independent public accountants, for the examination of the accounts and audit of our financial statements for the fiscal year ending June 30, 2021.2024. At the Annual Meeting, the Board will present a proposal to the stockholders to approve and ratify the engagement of Moss Adams. The Board expects that representatives of Moss Adams will be present and will have the opportunity to make a statement, if they desire, and to respond to appropriate questions. The Audit Committee will consider the failure to ratify its selection of Moss Adams as independent public accountants as a direction to select other auditors for the fiscal year ending June 30, 2022.2025.

During the Company’s two most recent fiscal years ended June 30, 20202023 and 2019,2022, and through the date hereof, there were (i) no disagreements with Moss Adams on any matter of GAAP or practices, financial statement disclosures, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Moss Adams would have caused Moss Adams to make reference to the subject matter of the disagreements in connection with its reports, and (ii) no events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K.

During the Company’s two most recent fiscal years ended June 30, 20202023 and 2019,2022, and through the date hereof, neither the Company, nor anyone on its behalf, has consulted Moss Adams with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report was provided to the Company nor oral advice was provided to the Company that Moss Adams concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Fees

Aggregate fees for professional services rendered to us by Moss Adams, the Company’s independent public accountants, for the fiscal years ended June 30, 20202023 and 2019,2022, were:

The Audit Fees for the years ended June 30, 20202023 and 20192022 were for professional services rendered in connection with the audit of the Company’s consolidated financial statements for the years ended June 30, 20202023 and 2019,2022, issuance of consents, quarterly reviews and assistance with and review of documents filed with the SEC.

There are no other fees for services rendered to us by Moss Adams. Moss Adams did not provide to us any financial information systems design or implementation services during fiscal years ended June 30, 20202023 or June 30, 2019.2022.

Audit Committee Pre-Approval Policies and Procedures

All of the 20202023 audit services provided by Moss Adams were approved by the Audit Committee.

The Audit Committee has established pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures, the Audit Committee selects and appoints outside auditors, considers the independence and effectiveness of the outside auditors, approves the fees and other compensation to be paid to the outside auditors and is responsible for oversight of the outside auditors and reviews any revisions to the estimates of audit and non-audit fees initially approved. The Audit Committee’s procedures prohibit the independent auditor from providing any non-audit services unless the service is permitted under applicable law and is pre-approved by the Audit Committee. The Audit Committee receives the written disclosures required by generally accepted auditing standards. The Audit Committee annually requires the outside auditors to provide the Audit Committee with a written statement delineating all relationships between the outside auditors and the Company. The Audit Committee actively engages in a dialogue with the outside auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the outside auditors. The Audit Committee recommends that the Board of Directors take appropriate action in response to the outside auditors’ report to satisfy itself of the outside auditors’ independence. The scope of services and fees are required to be compatible with the maintenance of the accounting firm’s independence, including compliance with SEC rules and regulations.

Required Vote

The affirmative vote of holders of a majority of the shares of our Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required to approve this proposal. BrokersThe Company believes that brokers have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, the Company anticipates that your broker will be permitted to vote your shares in its discretion on this proposal. As a result, we do not expect any broker non-votes in connection with this proposal.  Abstentions will have the same practical effect as a vote against this proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE

SELECTION OF MOSS ADAMS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS.

PROPOSAL 3

APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

On October 9, 2020, the Board approved and declared advisable an amendment to Article IV of our Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of Common Stock from 30,000,000 to 45,000,000 shares. The amendment would not change the number of authorized shares of preferred stock or the par value per share of any stock. The text of the proposed amendment is set forth below, and included in Appendix A.

Purpose and Effects of the Proposed Amendment

We are currently authorized pursuant to our Certificate of Incorporation to issue up to 30,000,000 shares of Common Stock. As of November 6, 2020, there were 5,994,667 shares of Common Stock issued and outstanding, resulting in 24,005,333 shares of authorized and unissued shares of Common Stock available for issuance. The purpose of our proposed increase in the authorized shares of Common Stock is to provide our Board with flexibility to accomplish a range of corporate purposes, including financings, corporate mergers and acquisitions, issuances under equity compensation plans, and other general corporate uses. If the authorization of an increase in the available capital stock is not approved, there may be delay and expense related to the need to obtain future approval of stockholders to increase authorized shares and this delay could impair our ability to address our corporate needs.

We have no immediate plans to issue any capital stock in financings, corporate mergers and acquisitions, or other corporate transactions. In the ordinary course of business, we issue Common Stock under our Equity Plan and under our Short Term Incentive Plan to officers, directors, and employees.

Potential Adverse Effects

Stockholders do not have preemptive rights and thus stockholders would not have any preferential rights to purchase new shares when issued.

The increase in authorized shares will not affect the rights of current stockholders, but future issuances of Common Stock may have a dilutive effect on the Company’s earnings per share and book value per share and will have a dilutive effect on the voting power of current stockholders.

In addition, the availability of additional shares of Common Stock for issuance could, under certain circumstances, discourage or make more difficult any efforts to obtain control of the Company. The Board is not aware of any attempt, or contemplated attempt, to acquire control of the Company, nor is this proposal being presented with the intent that it be used to prevent or discourage any acquisition attempt. However, nothing would prevent the Board from taking any such actions that it deems to be consistent with its fiduciary duties.

Text of the Amendment

We propose to amend the second sentence of Article IV of the Certificate of Incorporation to read in its entirety as follows:

“The number of shares of Common Stock authorized to be issued is forty-five million (45,000,000), par value $0.01 per share, and the number of shares of Preferred Stock authorized to be issued is fifteen million (15,000,000), par value $0.01 per share; the total number of shares of stock which the Corporation is authorized to issue is sixty million (60,000,000).”

As a result, the only changes that would be made to Article IV of the Certificate of Incorporation, as currently in effect, would be to increase the number of authorized shares of Common Stock from 30,000,000 to 45,000,000 and to reflect a corresponding increase in the aggregate number of shares of capital stock of all classes that may be issued from 45,000,000 to 60,000,000. The full text of the proposed amendment to the Certificate of Incorporation to effect Proposal 3 is included in Appendix A to this Proxy Statement.

Effectiveness of the Amendment

If Proposal 3 is approved and adopted by the requisite vote, the proposed amendment to Article IV of the Certificate of Incorporation will become effective upon the filing of a Certificate of Amendment to the Certificate of Incorporation setting forth the proposed amendment with the Delaware Secretary of State.

Required Vote

The affirmative vote of holders of a majority of the shares of our Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote is required to approve this proposal. Brokers have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker will be permitted to vote your shares in its discretion on this proposal. As a result, we do not expect any broker non-votes in connection with this proposal. Abstentions will have the same practical effect as a vote against this proposal. 

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR”

THE APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.

PROPOSAL 4

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Introduction

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires that we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement and to express their views on such compensation. We welcome the opportunity to give our stockholders an opportunity to vote on executive compensation at the Annual Meeting. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers and our philosophy, policies and practices as described in this Proxy Statement. We currently conduct annual advisory votes on executive compensation, and we expect to conduct the next advisory vote on executive compensation at our 20202024 annual meeting of stockholders (the “2024 Annual Meeting of Stockholders.Meeting”).

We recognize that executive compensation is an important matter for our stockholders. Stockholders are encouraged to read the “Executive Compensation” section of this Proxy Statement, which discusses in detail how our compensation policies and procedures implement our compensation philosophy.

Text of the Resolution to be Adopted

As a matter of good corporate governance and in accordance with Section 14A of the Securities Exchange Act, of 1934, the Board is asking stockholders to vote “FOR” the following resolution:

“RESOLVED, that the stockholders of Contango ORE, Inc. (the “Company”) approve, on a non-binding, advisory basis, the compensation of the named executive officers, as disclosed in the Executive Compensation section, the 2020 Summary Compensation Table and the other related tables and disclosure in the Company’sCompany’s Proxy Statement for the 20202023 Annual Meeting of the Stockholders of the Company.”

As an advisory vote, this proposal is not binding on the Board or the Compensation Committee. Although the vote is non-binding, the Board and the Compensation Committee value the opinions of our stockholders, and will carefully consider the outcome of the vote in its ongoing evaluation of the Company’sCompany’s executive compensation program and when making future compensation decisions for executive officers. In particular, to the extent there is any significant vote against the compensation of our named executive officers as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

Required Vote

The affirmative vote of holders of a majority of the shares of our Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required to approve this proposal. BrokersThe Company believes that brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, the Company anticipates your broker will deliver a broker non-vote on this proposal. Broker non-votes will not have any effect on the outcome of this proposal. Abstentions will have the same practical effect as a vote against this proposal.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR”“FOR”

THE APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

PROPOSAL 5

ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

The Company is seeking a vote, on a non-binding, advisory basis, regarding the frequency of the advisory vote on the compensation of the Company’s named executive officers as disclosed pursuant to the executive compensation disclosure rules of the SEC. By voting on this proposal, stockholders may indicate whether they would prefer that we conduct future advisory votes on executive compensation once every one (annually), two or three years. Stockholders also may, if they wish, abstain from casting a vote on this proposal.

At our 2013 Annual Meeting of Stockholders, our stockholders voted for an annual advisory vote on executive compensation. We have held an advisory vote on executive compensation for each of the past six years accordingly. In light of this result and other factors, our Board has determined that an annual advisory vote on executive compensation will allow our stockholders to provide timely, direct input on our executive compensation philosophy, policies and practices as disclosed in our proxy statement each year.  Our Board believes that an annual vote is therefore consistent with our efforts to engage in an ongoing dialogue with our stockholders on corporate governance matters and our executive compensation philosophy, policies, and practices.

We recognize that our stockholders may have different views as to the best approach and we look forward to hearing from them as to their preference on the frequency of an advisory vote on executive compensation.

This vote is advisory, which means that it is not binding on the Company, our Board or the Compensation Committee. However, our Board and the Compensation Committee value the opinions of our stockholders and will take into account the outcome of the vote when considering the frequency of future advisory votes on executive compensation. Our Board may decide that it is in the best interest of our stockholders and the Company to hold an advisory vote on executive compensation on a different frequency than the frequency receiving the most votes cast by our stockholders.

Our next advisory vote on the frequency of the advisory vote on executive compensation will occur at our 2026 Annual Meeting of Stockholders.

Required Vote

The choice – one year, two years, or three years – that receives the greatest number of the votes cast at the Annual Meeting will reflect our stockholders’ preference regarding frequency of a stockholder advisory vote on executive compensation. Brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker will deliver a broker non-vote on this proposal. Abstentions and broker non-votes will not have any effect on the outcome of this proposal.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR AN ANNUAL, “ONE YEAR,” ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

PROPOSAL 65

APPROVAL TO GRANT DISCRETIONARY AUTHORITY

TO CHAIRMAN OF THE ANNUAL MEETING TO ADJOURN THE ANNUAL

MEETING IF NECESSARY TO SOLICIT ADDITIONAL PROXIES

Although it is not expected, the Annual Meeting may be adjourned for the purpose of soliciting additional proxies. Any such adjournment of the Annual Meeting may be made without notice, other than by the announcement made at the Annual Meeting, by approval of the affirmative vote of the holders of a majority of shares entitled to vote on this proposal at the Annual Meeting, present in person or represented by proxy and entitled to vote at the meeting, whether or not a quorum exists. We are soliciting proxies to grant discretionary authority to the chairman of the Annual Meeting to adjourn the Annual Meeting, if necessary, for the purpose of soliciting additional proxies in favor of any of the Proposals 1 through 5.4. Upon approval of this proposal, the chairperson will have the discretion to decide whether or not to use the authority granted to such person pursuant to this Proposal 65 to adjourn the Annual Meeting. Any adjournment of the Annual Meeting for the purpose of soliciting additional proxies will allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Annual Meeting as adjourned or postponed.

Required Vote

The affirmative vote of holders of a majority of shares entitled to vote on this proposal at the Annual Meeting present in person or represented by proxy at the meeting and entitled to vote is required to approve this proposal. Brokers have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker will be permitted to vote your shares in its discretion on this proposal. As a result, we do not expect any broker non-votes in connection with this proposal. Abstentions will have the same practical effect as a vote against this proposal.

THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR”

THE APPROVAL TO GRANT DISCRETIONARY AUTHORITY

TO CHAIRMAN OF THE ANNUAL MEETING TO ADJOURN THE ANNUAL

MEETING IF NECESSARY TO SOLICIT ADDITIONAL PROXIES.

OTHER INFORMATION

Executive Officers

The following sets forth the names, ages and positions of our executive officers together with certain biographical information as of the date of this filing:

Brad Juneau. For biographical information, see “Proposal 1 - Election of Directors - Nominees.”

Rick Van Nieuwenhuyse. For biographical information, see “Proposal 1 - Election of Directors - Nominees.”

Leah Gaines. Ms. Gaines was appointed as the Company’s Vice President, Chief Financial Officer, Chief Accounting Officer, Treasurer and Secretary on October 1, 2013. Ms. Gaines has also served as Vice President and Chief Financial Officer of JEX since October 2010. Prior to joining JEX, she served as the Controller for Beryl Oil and Gas, LP and Beryl Resources LP from July 2007 to December 2009. From April 2006 to July 2007, Ms. Gaines held the position of Financial Reporting Manager at SPN Resources, a division of Superior Energy Services. From 2003 to 2006, Ms. Gaines worked as a Senior Financial Reporting Accountant at Hilcorp Energy Company. Ms. Gaines was a Principal Accountant at El Paso Corporation in its Power Asset division from 2001 to 2003. Prior to that, Ms. Gaines worked at Deloitte and Touche, LLP for three years as a Senior Auditor. Ms. Gaines graduated Magna Cum Laude from Angelo State University with a Bachelor of Business Administration in Accounting and is a Certified Public Accountant with over twenty years of experience.

Mike Clark. Mr. Clark was appointed to serve as Executive Vice President - Finance of the Company effective July 11, 2023.  He previously served as Chief Financial Officer of Alexco Resource Corp., from December 2014 until its acquisition by Hecla Mining Company in September 2022. Mr. Clark has spent over 18 years in the mining sector, all of it in executive management roles. Mr. Clark is a Chartered Professional Accountant and holds a Bachelor of Technology in Accounting degree from the British Columbia Institute of Technology.

Our executive officers are elected annually by the Board and serve until their successors are duly elected and qualified or until their earlier resignation or removal. All executive officers of the Company are United States citizens.citizens, with the exception of Mike Clark, who is a Canadian citizen. There are no family relationships between any of our directors or executive officers.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section of the Proxy Statement describes and analyzes our executive compensation philosophy and program in the context of the compensation paid during the last fiscal year to our named part-time executive officers.

Overview of 2020 2023fiscal year Performance and Compensation.We are engaged in the exploration in the State of Alaska for gold, oresilver, and associated minerals. Followingcopper in the establishmentState of our Joint Venture Company with an affiliate of RoyalAlaska.  The Company’s largest asset, through its wholly-owned subsidiary, CORE Alaska, LLC (“CORE Alaska”), is a 30.0% membership interest in Peak Gold, Inc. (“Royal Gold”LLC (the “Peak Gold JV”) in January 2015, the Joint Venture Company continued the drilling program initiated by the Company at, which leases approximately 675,000 acres from the Tetlin gold project in Alaska. The Joint Venture Company has expendedTribal Council and approximately $47.1 million through June 30, 202013,000 acres of State of Alaska mining claims (the “Peak Gold JV Property”) for exploration and development, including in connection with the Tetlin gold projectPeak Gold JV's plan to delineatemine ore from the Main and expand upon the original Peak zone discovery by the Company. The work program has included expansion ofNorth Manh Choh deposits within the Peak zone andGold JV Property (the “Manh Choh Project”), which the discovery and expansion ofCompany previously referred to as the North Peak zone and several other gold, silver, and copper prospects.  Through June 30, 2020, Royal“Peak Gold had contributed $37.0 million to the Joint Venture Company and earned a 40.0% economic interest in the Joint Venture Company.  On September 30, 2020, in a series of related transactions, Kinross Gold Corporation, a corporation formed under the laws of Ontario, Canada (“Kinross”), through its wholly owned subsidiary, acquired all of the interest in the Joint Venture Company held by Royal Gold, and an additional 30% of theProject”. The other 70.0% membership interest in the Joint VenturePeak Gold JV is owned by KG Mining (Alaska), Inc. (“KG Mining”), an indirect wholly-owned subsidiary of Kinross Gold Corporation (“Kinross”). Kinross believes that production is expected to commence at Manh Choh in the second half of 2024, with a mine plan that consists of two small, open pits that will be mined concurrently over 4.5 years. On May 26, 2023, the Company heldcompleted a Technical Report Summary (“TRS”), prepared in accordance with subpart 1300 of Regulation S-K (“S-K 1300”), on the Manh Choh Project. The Manh Choh TRS summarizes the results of a preliminary economic assessment of the Peak Gold JV Property (a “Feasibility Study”) and subsequent Feasibility Study economic update prepared by KG Mining. The mineral resource estimate set forth in the TRS represents an update as of December 31, 2022 to the April 2021 Manh Choh TRS. During fiscal year ended June 30, 2023, the Company contributed $21.1 million to the Peak Gold JV for expenditures at the Manh Choh mine. The Manh Choh mine celebrated the commencement of mining operations with a ground-breaking ceremony on August 29, 2023. Construction to date remains on schedule and on budget with production anticipated by the Company. second half of 2024.

The Company through its wholly ownedraised net proceeds of $18.9 million from the issuance of shares and the exercise of warrants; and subsequent to year end, on July 26, 2023, the Company closed an underwritten public offering for gross proceeds of $30.4 million.

The Company’s wholly-owned subsidiary, currently holdsContango Minerals Alaska, LLC (“Contango Minerals”), owns a 30%100% interest in the Joint Venturemineral rights to approximately 145,280 acres of State of Alaska mining claims located north and northwest of the Peak Gold JV Property.  On August 24, 2021, the Company completed the purchase of 100% of the outstanding membership interests (the “Interests”) of Alaska Gold Torrent, LLC, an Alaska limited liability company (“AGT”), from CRH Funding II PTE. LTD, a Singapore private limited corporation (“CRH”).  AGT leases the mineral rights to approximately 8,600 acres of State of Alaska and patented mining claims for exploration from Alaska Hard Rock, Inc., which includes three former producing gold mines located on patented claims in the Willow Mining District about 75 miles north of Anchorage, Alaska (“Lucky Shot”, the “Lucky Shot Property”, or the “Lucky Shot Project”).  The Company is currently in the process of executing an exploration and development program at the Lucky Shot Property. On June 12, 2023, the Company completed a TRS, prepared in accordance with Kinross holdingS-K 1300, on the Lucky Shot Project. The Lucky Shot TRS summarizes mineral resource estimates held by Contango at the Lucky Shot Project as of May 26, 2023. During fiscal year ended June 30, 2023, the Company completed an exploration program at the Lucky Shot Project, drilling 29 exploration holes on the property, with all 29 holes intersecting the Lucky Shot vein structure. Subsequent to year end, in August 2023, the Company commenced on a 70%surface drilling program on the Coleman segment of the Lucky Shot vein.

In December 2022 and January 2023, the Company issued and sold an aggregate of 401,000 shares of the Company’s common stock, for $20.00 per share, and warrants entitling each purchaser to purchase shares of common stock for $25.00 per share (the “December 2022 and January 2023 Warrants”) in a private placement to certain accredited investors for net proceeds of $7.9 million. In May 2023, the Company offered the holders of the December 2022 and January 2023 Warrants the opportunity to exercise those warrants at the reduced exercise price of $22.00 and receive shares of the Company’s common stock by paying the reduced exercise price in cash and surrendering the original warrants on or before May 9, 2023. A total of 313,000 December 2022 and January 2023 Warrants were exercised resulting in total cash proceeds to the Company of $6.9 million and the issuance of 313,000 shares of Company common stock upon such exercise. As a result of the exercise, the Company issued new warrants to purchase 313,000 shares of Company common stock at $30.00 per share to the exercising holders of the December 2022 and January 2023 Warrants.

On May 17, 2023, the Company entered into a credit and guarantee agreement (the “Credit Agreement”), by and among CORE Alaska as the borrower, each of the Company, AGT, and Contango Minerals, as guarantors, each of the lenders party thereto from time to time, ING Capital LLC (“ING”), as administrative agent for the lenders, and Macquarie Bank Limited (“Macquarie”), as collateral agent for the secured parties. The Credit Agreement provides for a senior secured loan facility (the “Facility”) of up to US$70 million, of which $65 million is committed in the form of a term loan facility and $5 million is uncommitted in the form of a liquidity facility. The Company drew $10 million on the term loan facility at the initial closing.

On June 8, 2023, the Company entered into a Controlled Equity OfferingSM Sales Agreement with Cantor Fitzgerald & Co., pursuant to which the Company may offer and sell from time to time up to $40,000,000 of shares of the Company’s common stock through the Agent (the “ATM Offering”).  Sales of the common stock, pursuant to the Sales Agreement, may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the New York Stock Exchange or on any other existing trading market for the Company’s common stock. As of June 30, 2023 the Company had sold a total of 158,461 shares of common stock through the ATM Offering for net proceeds of approximately $4.1 million.

On July 24, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC and Freedom Capital Markets (collectively, the “Underwriters”), relating to an underwritten public offering of 1,600,000 shares (the “Underwritten Shares”) of the Company’s common stock. The offering price of the Underwritten Shares was $19.00 per share, and the Underwriters agreed to purchase the Underwritten Shares from the Company pursuant to the Underwriting Agreement at a price of $17.77 per share, which included a 6.5% Underwriters discount.  The gross proceeds were $30.4 million and the net proceeds were $28.3 million after deducting underwriting discounts and commissions and offering expenses.

On August 2, 2023, CORE Alaska, pursuant to separate ISDA Master Agreements entered into with ING Capital Markets LLC and Macquarie, in accordance with its obligations under the Credit Agreement, entered into a series of hedging agreements with ING and Macquarie for the sale of an aggregate of 124,600 ounces of gold at a weighted average price of $2,025 per ounce. The hedge agreements have delivery obligations beginning in July 2024 and ending in December 2026, and represent approximately 45% of the Company’s interest in the Joint Venture Company and serving asprojected production from the manager and operatorManh Choh mine over the current anticipated life of the Joint Venture Company.mine.

Philosophy. The Company is an exploration stage organization without any source of revenue.  As of June 30, 2023, tThehe Company has onehad eleven full-time employee,employees.  Rick Van Nieuwenhuyse, its President and Chief Executive Officer who is responsible for the management of the Company.   The Company currently has three part-time executives who are employees of JEX. The Company has not historically paid cash salaries or other benefits to these part-time executives. The Audit Committee, the Compensation Committee and the Board in October 2016 adopted and approved a new management and compensation system effective October 1, 2016. The Company entered into a Management Services Agreement with JEX, which is owned by Brad Juneau currently serves as the Company’s Chairman.  Leah Gaines is the Vice President, Chief Financial Officer, Chief Accounting Officer, Treasurer and his affiliates. On November 20, 2019, the Company entered into an Amended and Restated Management Services Agreement (the “A&R MSA”), with JEX, which amends and restates the Management Services Agreement between the Company and JEX dated as of October 1, 2016. Pursuant to the A&R MSA, JEX will continue, subject to the direction of the Board of Directors, to manage the general and administrative affairsSecretary of the Company and its interest in Joint Venture Company. The services provided toMike Clark is the Company by JEX include corporate finance, accounting, budget, reporting, risk management, operations and stockholder relation functions of the Company. Pursuant to the A&R MSA, the Company will pay to JEX a monthly fee of $47,000, which includes an allocation of approximately $6,900 for office space and equipment. JEX will also be reimbursed for its reasonable and necessary costs and expenses of third parties incurredExecutive Vice President-Finance; together they are responsible for the Company.   No part of the fee payable to JEX pursuant to the A&R MSA is allocated for compensation of our Executive Chairman, Brad Juneau, who is compensated separately as determined by the independent directors of the Company.  In addition, executives of JEX maybe granted restricted stock, stock options or other forms of compensation by the independent directorsfinancial and accounting affairs of the Company.  The amountCompany also uses the services of timeindependent consultants and expertise requiredcontractors to effectively manageperform various professional services, including land acquisition, legal, environmental and administertax services. In addition, the businessPeak Gold JV utilizes the services of consultants and affairs of the Company will continueindependent contractors to be monitored by the board of directors of the Company for necessary adjustments or modifications depending upon the amount of time requiredperform geological, exploration and drilling operation services and independent third-party engineering firms to be spent on the business and affairs of the Company by the executives and the progress of the Joint Venture Company in its exploratory programs in Alaska.evaluate any mineral resources identified.

Objectives. We compete with a variety of companies and organizations to hire and retain individual talent. As a result, the primary goal of our compensation program is to help us attract, motivate and retain the best people possible. We implement this philosophy by:

We use executive compensation to align our executive officers’ goals with our mission, business strategy, values and culture.

Market Compensation Data. The Company has selected a list of peer companies (the “Peer Group”), all of which are very small companies in the mining industry. These companies share relevant business risk and financial factors such as revenue, market capital, net income, and total assets. Companies similar in size but in unrelated industries are not included because the Company typically does not hire executives from such companies, nor would the Company be likely to lose executives to such companies:

Components of Senior Executive Compensation“Say-on-Pay” Vote Results.Historically, the primary element of annual compensation for executives of the Company has been the granting of equity awards in the form of restricted stock and stock options. Effective January 6, 2020, Rick Van Nieuwenhuyse was appointed to serve as the Company’s President and Chief Executive Officer, with an initial base salary of $350,000 per year. The Company has three part-time executives and has not historically paid cash salaries or other benefits to such part-time executives. Compensation for each executive is designed to align the executive’s incentives with the long-term interests of the Company’s stockholders. The Company predominantly grants equity awards to create incentives for future performance. Executives receive equity awards to align their interests with our stockholders’ interests and for working toward the long-term success of the Company.  

Equity Awards. The Company has implemented an equity compensation program for its executive officers (and other persons) that provides an incentive for such officers to achieve the Company’s business objectives. The Company’s equity compensation program includes two forms of long-term incentives: restricted stock and stock options. Award size and frequency are based on each executive’s demonstrated level of performance and Company performance over time. All awards are made by the Compensation Committee. At our 20192022 annual meeting of stockholders, we presented stockholders with a vote to approve, on a non-binding, advisory basis (a “say-on-pay” vote), the compensation paid to our named executive officers as disclosed in the “Executive Compensation” section of our proxy statement. The vast majority of the votes cast on the proposal voted in favor of the proposal. We believe this strongly affirms stockholders’ support of our approach to executive compensation, and we did not make any material changes to our program solely due to the advisory vote received. The Compensation Committee reviews award levels from time to time but at least annually. In making individual awards, the Compensation Committee considers industry practices, the performance of each executive, the performance of the Company, the value of the executive’s previous awards and the Company’s views on executive retention and succession. On September 18, 2015,

Components of Senior Executive Compensation. Historically, the primary element of annual compensation for executives of the Company granted tohad been the granting of equity awards in the form of restricted stock and stock options. As of June 30, 2023, Mr. JuneauVan Nieuwenhuyse and Ms. Gaines 45,000had base salaries of $425,000 and 20,000 shares of restricted Common Stock, respectfully. Mr. Juneau's shares vested over two years, beginning$290,000, respectively.   Compensation for each executive is designed to align the executive’s incentives with one-third vesting on the date of grant. One-third of Ms. Gaines's shares vested on the date of grant, one-third vested on the anniversary datelong-term interests of the grant, and one-third vested in January 2019. On August 24, 2016, the Company granted 80,000 and 10,000 shares of restricted Common Stock to Mr. Juneau and Ms. Gaines, respectfully. Mr. Juneau's shares vested over two years, beginning with one third vesting on the date of grant. Ms. Gaines's shares were set to vest in January 2019.  On November 14, 2017, the Company granted 50,000 and 15,000 shares of restricted Common Stock to Mr. Juneau and Ms. Gaines, respectfully. Mr. Juneau's and Ms. Gaines's shares vested in January 2020.  On November 12, 2018, the Company granted 50,000 and 15,000 shares of restricted Common Stock to Mr. Juneau and Ms. Gaines, respectfully. Mr. Juneau's and Ms. Gaines's shares will vest in January 2021.  In December 2018, the Company cancelled 21,666 shares of unvested restricted stock held by Ms. Gaines that were set to vest on January 1, 2019.Company’s stockholders. The Company also granted 27,083 restricted shares of common stockpredominantly grants equity awards to Ms. Gaines in December 2018.  In November 2019create incentives for future performance. Executives receive equity awards to align their interests with our stockholders’ interests and for working toward the Company granted 60,000 and 5,000 shares of restricted stock to Mr. Juneau and Ms. Gaines, respectfully.  Mr. Juneau and Ms. Gaines's shares will vest in January 2022.  In January 2020, Mr. Van Nieuwenhuyse was granted 75,000 restricted shares and 100,000 options.  Mr. Van Nieuwenhuyse's restricted shares and his options vest one-half in January 2021 and one-half in January 2022.

Aslong-term success of the Record Date, the Company had 6,094,667 fully diluted shares.Company.  

Equity Awards. The Company has implemented an equity compensation program for its executive officers (and other persons) that provides an incentive for such officers to achieve the Company’s long-term business objectives. The Company’s equity compensation program includes two forms of long-term incentives: restricted stock and stock options. Award size and frequency are based on each executive’s demonstrated level of performance and Company performance over time. All awards are made by the Compensation Committee.

Equity Award Mechanics. On September 15, 2010, the Board adopted the Contango ORE Inc. 2010 Equity Compensation Plan, which was amended and restated at the 2017 Annual Meeting by the Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan (the “Amended Equity Plan”), and amended at the 2019 Annual Meeting by the First Amendment to the Contango ORE, Inc. Amended Equity Plan (as amended, the “Equity Plan”). Awards under the Equity Plan typically fall into two categories: annual awards and new hire and promotion awards. New hire and promotion awards are made on the date of hire or promotion, and annual awards are made annually in connection with the end of the fiscal year. From time to time, the Board may make grants at other times in connection with executive retention.

All stock option awards have a per share exercise price equal to the closing price of our Common Stock on the grant date. Stock option awards and restricted stock awards vest upon the passage of time. The Board has not granted, nor does it intend in the future to grant, equity awards in anticipation of the release of material nonpublic information. Similarly, the Company has not timed, nor does it intend in the future to time, the release of material nonpublic information based upon equity award grant dates.

Short-Term Incentive Awards.In addition, the Compensation Committee adopted a Short Term Incentive Plan (the “STIP”) effective as of June 10, 2020, for the benefit of Mr. Van Nieuwenhuyse.Nieuwenhuyse which is paid in a combination of cash and equity. Pursuant to the terms of the STIP, the Compensation Committee will establish performance goals each year and evaluate the extent to which, if any, Mr. Van Nieuwenhuyse meets such goals. The STIP provides for a payout equal to 25% of Mr. Van Nieuwenhuyse’s annual base salary if the minimum performance target established by the Compensation Committee is met, 100% of his annual base salary if all performance goals are met, and up to 200% of his annual base salary if the maximum performance target is met. Amounts due under the STIP will be payable 50% in cash and 50% in the form of restricted stock granted under the Equity Plan, vesting in two equal annual installments on the first and second anniversaries of the grant date, and subject to the terms of the Equity Plan. In addition, in the event of a Change of Control (as defined in the Equity Plan) during the term of the STIP, the Compensation Committee, in its sole and absolute discretion, may make a payment to Mr. Van Nieuwenhuyse in an amount up to 200% of his annual base salary, payable in cash, shares of common stock of the Company under the Equity Plan or a combination of both, as determined by the Compensation Committee, not later than 30 days following such Change of Control.

The Company sponsors a 401(k) plan in which all employees are eligible to participate.  Under the plan, the Company currently matches 100% of  an employee's contributions up to 10% of gross wages, subject to IRS limitations.

Deferred Compensation and Retirement Plans. The Other than our 401(k) plan, the Company does not have a deferred compensation program, pension benefits, a retirement plan, or any sorttype of post-retirement healthcare plan.

Perquisites and Other Benefits. The Company does not have any perquisites or employee benefit plans, such ashas medical, dental, group life and disability insurance.insurance which are available to employees on the same basis.

Employment and Severance Agreements. We have no employment or severance agreement with any executive officer. In February 2019, theThe Company has entered into Retention Agreementsretention agreements with its thenChairman and former Chief Executive Officer, Brad Juneau, and its President and Chief FinancialExecutive Officer, Leah Gaines, and one other employeeRick Van Nieuwenhuyse, providing for payments in an aggregate amount of $1,500,000 upon the occurrence of certain conditions. The Retention Agreements are triggered upon a change of control (as defined in the applicable Retention Agreement)retention agreement, as emended), provided that the recipient is employed by, or in the service of, the Company when the change of control occurs. On February 6, 2020, the Company entered into amendments to the Retention Agreements to extend the term of the change of control period from August 6, 2020 until August 6, 2025. Mr. Juneau and Ms. GainesMr. Van Nieuwenhuyse will receive a payment of $1,000,000 and $250,000,$350,000, respectively, upon a change of control that takes place prior to August 6, 2025.

On June 10, 2020,August 4, 2023, the Company entered into a Retention Payment Agreementan agreement with Rick Van Nieuwenhuyse,Leah Gaines, Vice President, Chief Financial Officer, Chief Accounting Officer, Treasurer and Secretary, that replaces her previous retention agreement. Pursuant to her new retention agreement, Ms. Gaines will remain in her positions with the Company (including as the Company’s Presidentprincipal financial officer and Chief Executive Officer, providingprincipal accounting officer) until the earlier of (i)  December 31, 2023 or (ii) a date determined by the Company (such earlier date, the “Separation Date”). Ms. Gaines will receive a separation payment of $290,000 within ten business days following the Separation Date, all unvested restricted shares will vest in full, and reimbursement for COBRA premiums for a payment12 month period.

Effective July 11, 2023, Michael Clark was appointed to serve as Executive Vice President, Finance of the Company. Mr. Clark will perform certain of the functions of the Company’s principal financial officer. Pursuant to his Employment Agreement, Mr. Clark will receive a base salary of $300,000 per annum. Beginning with fiscal year 2024, Mr. Clark will be entitled to receive short-term incentive plan and long-term incentive plan bonuses and awards that will be paid in an amountthe form of $350,000 upona combination of cash, restricted stock and options, which will be set forth in plans and agreements adopted, or to be adopted, by the occurrenceBoard. He will also receive 12 months of certain conditions. The Retention Paymenthis regular base salary, all bonus amounts paid in the 12 months preceding the termination, and reimbursement for continued group health insurance coverage for 12 months following the termination or the date he becomes eligible for alternative coverage through subsequent employment as severance benefits in the event that his employment with the Company is terminated by the Company other than for just cause or he resigns due to a material, uncured breach of the Employment Agreement by the Company. He is triggered uponalso entitled to enhanced severance benefits if he terminates his employment within 30 days following a change of control (as defined in the Retention Payment Agreement) which occurs on(18 months of base salary and bonus amounts or prior to August 6, 2025, provided that Mr. Van Nieuwenhuyse is employed by the Company when24 months of base salary and bonus amounts if the change of control occurs. We believe thatis after July 1, 2025). Any payment of severance benefits to him under the retention of key executivesEmployment Agreement is essentialconditioned on his timely agreement to, and non-revocation of, a full and final release of legal claims in our and our stockholders’ best interests.favor of the Company.

Compensation Risk Management. The Compensation Committee considers, in establishing and reviewing our executive compensation program, whether the program encourages unnecessary or excessive risk taking and has concluded that it does not. Effective January 6, 2020,As of June 30, 2023, Mr. Van Nieuwenhuyse receives anand Ms. Gaines receive annual salarysalaries of  $350,000. None of our other officers has received cash compensation since the founding of the Company.$425,000 and $290,000, respectively.  The Compensation Committee believes that our compensation program appropriately balances risk and the desire to focus executives on specific goals important to the Company’s success, and that it does not encourage unnecessary or excessive risk taking. In addition, the Compensation Committee believes that our compensation program provides an appropriate balance between the goals of increasing the price of our Common Stock and avoiding risks that could threaten our growth and stability.

Other Compensation Arrangements. Mr. Juneau was appointed the President and Chief Executive Officer of the Company in August 2012 and in April 2013, Mr. Juneau was elected Chairman of our Board. He served in this role until January 2020, when he became the Company's Executive Chairman, and Mr. Van Nieuwenhuyse became the President and Chief Executive Officer.  Mr. Juneau is the sole manager of the general partner of JEX which has entered into a number of agreements and arrangements with the Company, including the Management Services Agreement. These agreements and arrangements are described under “Certain Relationships and Related Transactions” and have been approved by the Audit Committee of the Company.

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table sets forth certain information concerning compensation of the principal executive officer (“PEO”), and up to two of the most highly compensated executive officers (other than the PEO) who earned at least $100,000 for the fiscal year ended June 30, 20202023 (collectively, the “Named Executive Officers”).  Effective January 6, 2020, Rick Van Nieuwenhuyse was appointed to serve as President and Chief Executive Officer of the Company, replacing Brad Juneau. Mr. Van Nieuwenhuyse performs the functions of the Company’s PEO effective January 6, 2020. Mr. Juneau performed the functions of the Company’s PEO through January 5, 2020, and continues to be active in the Company as Executive Chairman.

The Summary Compensation Table should be read in conjunction with the preceding “Compensation Discussion and Analysis,” which provides detailed information regarding our compensation philosophy and objectives.

Grants of Plan-Based Awards Table

The following table sets forth certain information concerning each grant of an award made to the Named Executive Officers during the fiscal year ended June 30, 2020.