| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Contango ORE, Inc. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
21077F100 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 21077F100 |
| 1 | Names of Reporting Persons Queen's Road Capital Investment Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 723,940.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) FI |
Comment for Type of Reporting Person:
Based on 12,226,238 common shares of the issuer outstanding as of December 31, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Contango ORE, Inc. | |
| (b) | Address of issuer's principal executive
offices: 3700 BUFFALO SPEEDWAY, STE 925, HOUSTON, TEXAS, 77098. | |
| Item 2. | ||
| (a) | Name of person filing: Queen's Road Capital Investment Ltd. | |
| (b) | Address or principal business office or, if
none, residence: Cheung Kong Centre
Suite 2006, 2 Queen's Road Central
Hong Kong, Hong, Kong | |
| (c) | Citizenship: The reporting person is a Cayman Islands corporation | |
| (d) | Title of class of securities: Common Shares | |
| (e) | CUSIP No.: 21077F100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 723,940 common shares
1. This number includes:
a. 68,203 outstanding common shares, and
b. 655,737 common shares that the reporting person has a right to acquire upon conversion of US$20 million principal amount of the issuer's five-year, 9% unsecured convertible debentures (the "Debentures"). Rule 13d-3(d)(1) provides that securities are deemed to be beneficially owned if one has a right to acquire beneficial ownership of those securities within 60 days, including through the conversion of a security. The Debentures are convertible at a price of US$30.50 per common share, and thus the reporting person has the right to acquire 655,737 common shares upon conversion of the Debentures.
2. This number does not include the common shares that will be issuable to the reporting person in the future in partial payment of interest on the Debentures. Interest is payable on the Debentures in quarterly installments in arrears on January 31, April 30, July 31 and October 31 of each year. A portion of the interest (equal to 2% per annum) will be payable in common shares issuable at a price equal to the 20-day volume weighted average trading price (the "VWAP") of the common shares on the exchange on which the common shares are trading that has the greatest trading volume, ending three trading days preceding the date such interest payment is due. | |
| (b) | Percent of class: 5.62%
This percentage was calculated based on a total of 12,226,238 shares outstanding as of December 31, 2024. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 723,940 | ||
| (ii) Shared power to vote or to direct the
vote: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 723,940 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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