EXHIBIT 10.1
WAIVER NO. 2 AND AMENDMENT NO. 4 TO CREDIT AND GUARANTEE AGREEMENT AND AMENDMENT NO. 2 TO SECURITY AGREEMENT, dated as of January 31, 2024 (this “Agreement”), among CORE ALASKA, LLC, a Delaware limited liability company (the “Borrower”), CONTANGO ORE, INC., a Delaware corporation (“Contango”), ALASKA GOLD TORRENT, LLC, an Alaska limited liability company (“AGT”) and CONTANGO MINERALS ALASKA, LLC, an Alaska limited liability company (“CMA”), together with Contango and AGT, the “Guarantors”), ING CAPITAL LLC, in its capacity as administrative agent (the “Administrative Agent) (with the consent of the Required Lenders (as defined below in the Credit Agreement referred to below)) and MACQUARIE BANK LIMITED, in its capacity as collateral agent (the “Collateral Agent”).
RECITALS:
WHEREAS, the Borrower has entered into (i) that certain Credit and Guarantee Agreement, dated as of May 17, 2023, with the Administrative Agent, the Collateral Agent, the lenders (the “Lenders”) party thereto from time to time, the Guarantors, ING Capital LLC and Macquarie Bank Limited, as Mandated Lead Arrangers and ING Capital LLC, as Bookrunner (as amended pursuant to Amendment No. 1 dated as of July 17, 2023, Amendment No. 2 dated as of August 15, 2023 and Amendment No. 3 dated as of December 31, 2023, the “Existing Credit Agreement” and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) and (ii) that certain Security Agreement, dated as of May 17, 2023, by and among the Borrower, the Guarantors and the Collateral Agent (as amended by Amendment No. 1 dated as of September 13, 2023 (the “Existing Security Agreement”) and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”);
WHEREAS, on July 28, 2023, Contango created a new Subsidiary, Contango Mining Canada Inc. (“CMC”), which opened (i) a Canadian-dollar denominated account # 00041527538 with Bank of Montreal (“BMO”) on August 23, 2023 and (ii) a U.S. Dollar denominated account # 00044565360 with BMO on August 23, 2023 (collectively, the “BMO Accounts”);
WHEREAS, pursuant to (i) Section 6.17(b) (Partnerships, Formation of Subsidiaries, etc.) of the Credit Agreement, CMC was required to become a Guarantor, (ii) Section 4.01(p) (Subsidiaries) of the Credit Agreement, CMC was required to be included in Schedule 4.01(q) (Subsidiaries and Capitalization) to the Credit Agreement and (iii) Section 4.01(cc) (Accounts) of the Credit Agreement, the BMO Accounts were required to be included in Schedule 4.01(cc) (Existing Accounts) to the Credit Agreement, and, in each case, such requirements were not timely satisfied;
WHEREAS, the failure to meet such requirements resulted in various technical Events of Default (the “Defaults”);
WHEREAS, pursuant to (i) Section 10.02(b) (Amendments, etc.) of the Credit Agreement, no amendment or waiver of any provision of the Credit Agreement, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing executed by each Loan Party and the Administrative Agent with the consent of the Required Lenders and (ii) Section 6.1
AMERICAS/2024013442.2 Contango Ore – Waiver No. 2 and Amendment No. 4
to Credit and Guarantee Agreement and
Amendment No. 2 to Security Agreement
(Amendments and Waivers) of the Security Agreement, no amendment or modification to any provision of the Security Agreement shall be effective unless it is in writing and signed by the Collateral Agent and each Grantor; and
WHEREAS, the Borrower hereby requests the Required Lenders to (i) waive each Default and (ii) amend each of the Existing Credit Agreement and the Existing Security Agreement, in each case, to include each BMO Account.
NOW, THEREFORE, in consideration of the premises and agreements, and provisions herein contained, the parties hereto agree as follows:
““CMC” means Contango Mining Canada Inc., a corporation organized under the laws of British Columbia.”
Bank | Company | Account Number | Account Type |
Bank of Montreal | CMC | 00041527538 | Checking - CAD |
Bank of Montreal | CMC | 00044565360 | Checking - USD |
AMERICAS/2024013442.2 2 Contango Ore – Waiver No. 2 and Amendment No. 4
to Credit and Guarantee Agreement and
Amendment No. 2 to Security Agreement
“(g) “CMC” means Contango Mining Canada Inc., a corporation organized under the laws of British Columbia.”
Bank | Company | Account Number | Account Type |
Bank of Montreal | CMC | 00041527538 | Checking - CAD |
Bank of Montreal | CMC | 00044565360 | Checking - USD |
AMERICAS/2024013442.2 3 Contango Ore – Waiver No. 2 and Amendment No. 4
to Credit and Guarantee Agreement and
Amendment No. 2 to Security Agreement
AMERICAS/2024013442.2 4 Contango Ore – Waiver No. 2 and Amendment No. 4
to Credit and Guarantee Agreement and
Amendment No. 2 to Security Agreement
AMERICAS/2024013442.2 5 Contango Ore – Waiver No. 2 and Amendment No. 4
to Credit and Guarantee Agreement and
Amendment No. 2 to Security Agreement
[Signature page follows.]
AMERICAS/2024013442.2 6 Contango Ore – Waiver No. 2 and Amendment No. 4
to Credit and Guarantee Agreement and
Amendment No. 2 to Security Agreement
IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer(s) to execute and deliver this Agreement as of the date first written above.
CORE ALASKA, LLC,
as Borrower
By:
Name: Rick Van Nieuwenhuyse
Title: President and Chief Executive Officer
CONTANGO ORE, INC.,
as Guarantor
By:
Name: Rick Van Nieuwenhuyse
Title: President and Chief Executive Officer
ALASKA GOLD TORRENT, LLC,
as Guarantor
By:
Name: Rick Van Nieuwenhuyse
Title: President and Chief Executive Officer
CONTANGO MINERALS ALASKA, LLC,
as Guarantor
By:
Name: Rick Van Nieuwenhuyse
Title: President and Chief Executive Officer
[Signature Page]
Contango Ore – Waiver No. 2 and Amendment No. 4
to Credit and Guarantee Agreement and
Amendment No. 2 to Security Agreement
ING CAPITAL LLC,
as Administrative Agent
By:
Name:
Title:
By:
Name:
Title:
[Signature Page]
Contango Ore – Waiver No. 2 and Amendment No. 4
to Credit and Guarantee Agreement and
Amendment No. 2 to Security Agreement
MACQUARIE BANK LIMITED,
as Collateral Agent
By:
Name:
Title:
By:
Name:
Title:
Signed in Australia by its duly appointed attorneys under Power of Attorney dated 18 January 2023, ref#3322
[Signature Page]
Contango Ore – Waiver No. 2 and Amendment No. 4
to Credit and Guarantee Agreement and
Amendment No. 2 to Security Agreement