SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE

October 27, 2010

 Mr. Kenneth R. Peak Chairman of the Board, President, and Chief Executive Officer  Contango ORE, Inc.  3700 Buffalo Speedway, Suite 960 Houston, Texas 77098
 Re: Contango ORE, Inc.
Registration Statement on Form 10
Filed September 29, 2010 File No. 000-54136

Dear Mr. Peak:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 General

 1. To eliminate the need for us to issue repetitive comments, please make appropriate corresponding changes to all disclosure to  which a comment relates. If parallel
information appears at more than one place in the document, provide in your response
letter page references to a ll responsive disclosure  in the marked version of the document.

2. Please provide us with a detailed analysis as to why you believe the spin-off of Contango
ORE, Inc. shares of common stock to the sh areholders of its parent company Contango
Oil and Gas Company is not a “sale” of the s ecurities by the parent and does not need to
be registered under the Securities Act of 1933.  Refer to Staff Legal Bulletin No. 4,
available at http://www.sec.gov/interps/legal/slbcf4.txt .
 3. Please file all material agreemen ts with your next amendment.

Mr. Kenneth R. Peak
Contango ORE, Inc.
October 27, 2010 Page 2  Cautionary Statement Regarding Fo rward-Looking Statements, page ii

 4. Please remove the reference to the safe harbor provided by the Private Securities Litigation Reform Act of 1995.  As you are not  currently a reporting company, this safe
harbor is not applicable.
 Business, page 1

5. We note your disclosures stating that Contango Ore, Inc. “will  acquire properties held by
Contango Mining and succeed to the business of  Contango Mining.”  Please clarify your
disclosures to indicate whether all of the assets an d liabilities of Cont ango Mining will be
acquired as a result of the transaction.
 Our Business, page 1

 6. You disclose you initially only expect to have  three part time employees.  Please disclose
the percentage of these three employees’ time  or hours per week that they expect to
devote to your business.
 7. Please clarify here the relationship be tween you, JEX, and Avalon Development
Corporation, including any affiliations.  For instance, clarify which party locates prospective mineral properties for acqui sition, and how; as well as who conducts
exploration work on acquired pr operties, and who would mire ore if any such exploratory
drilling proved successful.  In this regard, th e only party with expe rience in exploring for
and evaluating gold and rare earth elements appears to be Avalon.  As such, please discuss in more detail the expe rience of Avalon in the exploration for both gold and rare
earth elements.
 8. You state that “the only competitive advantag e in a commodity-based business is to be
among the lowest cost producers.”  However, you do not discuss how you will achieve that advantage.  Given that you “do not have pr evious experience in the gold or rare earth
mineral industries,” explain to us why you believe that you will be able to be among the lowest cost producers.
 9. Given your lack of experience with gold or  rare earth deposits, discuss how Contango
originally chose to acquire these properties, from whom, and at what terms.
 Consulting Services provided by Aval on Development Corporation, page 6

 10. We note your reference to Avalon’s team of  engineers and geoscientists and other
professionals.  Please disclose the number of such employees, and also the number and
type of employees of JEX.  Please also disclose the percentage of time or hours per week that these respective companies or certain of  their employees expect to devote to your
business.

Mr. Kenneth R. Peak
Contango ORE, Inc.
October 27, 2010 Page 3  Rare Earth Minerals, page 4

 11. Provide us with the USGS surveys mentione d as well as any updated surveys conducted
by the USGS since the 1970s and 1980s.
 12. Define the term “PPM” in the table on page 6.
 Employees, page 9

 13. Please clarify the role of your three part time employees in light of your disclosed
reliance on independent contracts and c onsultants for most all services.
 Risk Factors, page 9

 The Properties in which we have an interest…, page 10

 14. Expand this risk factor to address the fact th at the probability of an individual prospect
ever having “reserves” is extremely remo te, in all probability the properties do not
contain any reserves, and any funds spent on exploration will probably be lost.
 The market for our common stock is limited, page 16

 15. We note your statement that your common stock is  or will be eligib le for trading on the
OTC Bulletin Board.  Tell us whether you have  applied yet for listi ng and, if so, the
status of your application.  If you have not, delete the reference to the OTCBB.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
17
 16. Please disclose your explorat ory drilling plan for your gold properties and your REE
properties for the next twelve months, for which you have allotted $2 million.  Provide more specifics on how those amounts will be allocated.  Currently you appear to account
only for $350,000 to be spent on the Tetlin Lease.
 17. We also note your statement in a risk fact or on page 11 that your  business plan will
require substantial capital expenditures and that to fund your pla nned explorations you
will soon be required to raise additional capital.  Please disclose these planned
explorations, and the amount of total capital such plans will require.
 Directors and Executive Officers, page 21

 18. Please describe the business experience of each o fficer and director for the last five years
in accordance with Item 401(e) of Regulati on S-K, including each person's principal
occupations and employment dur ing the past five years; th e name and principal business

Mr. Kenneth R. Peak
Contango ORE, Inc.
October 27, 2010 Page 4
of any corporation or other organization in which such occupations and employment were
carried on; and whether such corporation or or ganization is a parent, subsidiary or other
affiliate of the registrant.   In this regard, for instance, please clarify the years that Ms. Makalskaya worked as a director in the Transaction Services practice of
PricewaterhouseCoopers before her employ ment at Contango beginning June 2010, and
also clarify that Contango is the parent comp any of your business prio r to its spin-off.
 Executive Compensation, page 23

 2010 Equity Compensation Plan

 19. Please disclose here the awards  that you expect to grant to all executives effective on the
date of the distribution.  Pleas e also clarify if the benefici al ownership table on page 21
includes the amount of shares with respect to which such persons have the right to
acquire beneficial ownership as specified in  Exchange Act Rule 13d-3(d)(1), including
the equity awards that you expect to grant on the date of the distribution.

20. Please also file the Contango ORE, Inc. Equity Compensation Plan, if adopted.
 Financial Statements

Contango Ore, Inc.

Balance Sheet, page F-3
21. We note that you have only included an audite d balance sheet for C ontango Ore, Inc. as
of September 24, 2010.  Please provide narrativ e disclosure describing the reasons for
your exclusion of a statement of operation a nd cash flows for the period from inception to
the balance sheet date.  If the entity ha s had limited or no operating activity since
inception, please make this clear in your disclosure.
22. Please disclose the fiscal year  end of Contango Ore, Inc.
 Contango Mining Company

 Note 1 – Organization and Business, page F-10

23. We note your disclosures under this head ing indicating that as of June 30, 2010,
Contango Mining Company had a 50% interest in  the Tetlin properties; and under Note 5
on page F-11 that the remaining 50% interest  was purchased from JEX Exploration L.P.
on September 15, 2010.   Please ad dress the following points:

a. Please disclose whether your Statement of  Operations and Statement of Cash
Flows for the period from inception (O ctober 15, 2009) to June 30, 2010 include

Mr. Kenneth R. Peak
Contango ORE, Inc.
October 27, 2010 Page 5
100% of the costs pertaining to the prope rties in which Contango Mining held an
interest or only a portion of these costs based on its 50% interest and explain the
terms of any cost sharing arrangement.
 b. We expect you will need a pro forma Balance Sheet and pro forma Statement of Operations in your filing to show the an ticipated effects of  the reorganization,
including the business of Contango Mining, $3 million cash, and the recently acquired property interests, all to be cont ributed by the parent entity to Contango
Ore, Inc.  If you do not believe this pr esentation would be m eaningful or would
differ materially from the historical fina ncial statements, explain your rationale.

c. Please disclose the accounting policy th at you will apply when recording the
various contributions from Contango Oil & Gas Company.
 Engineering Comments

 General

24. Please insert a small-scale map showing th e location and access to each property, as
suggested in paragraph (b) (2) to Industry Guid e 7.    We believe that maps and drawings
having the following features  would be beneficial:

• A legend or explanation showing, by means of  pattern or symbol, every pattern or
symbol used on the map or drawing.
• A graphical bar scale or repres entations of scale, such as "one inch equals one mile,"
may be utilized if the original scale of the map has not been altered.
• A north arrow.
• An index map showing where the property is situated in relations hip to the state or
province or other geographical area in which it is located.
• A title of the map or drawing, and the date on which it was drawn.
• In the event interpretive data is submitted in conjunction wi th any map, the identity of
the geologist or engineer that prepared such data.

Any drawing should be simple enough or of suff iciently large scale to clearly show all
features on the drawing.
25. In an appropriate location of your filing, pl ease disclose the annual payments and fees
required to be paid for all leased, claimed, and owned land.
26. In your filing or as an exhibit to your filing, please disclose property identifiers, such as
claim names and identification numbers, for all land holdings.
 27. In an appropriate location of your filing, please disclose the information required under
Section (B) of Industry Guide 7, incl uding means of access to your property, a

Mr. Kenneth R. Peak
Contango ORE, Inc.  October 27, 2010 Page 6
description of the infrastructure on your prope rty, and the source of power and water that
can be utilized by your property.
 Capital Budget page 18

 28. In this section of your fili ng you disclose your capital spending for the next twelve
months will be $2 million for exploratory dr illing, yet on pages 4 & 5 of your filing you
refer to other types of mineral exploration techniques with respect to your properties.
Please advise or revise.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Craig Arakaw a at (202) 551-3650, or Karl Hiller, Accounting Branch
Chief, at (202) 551-3686 if you have any que stions regarding comments on the financial
statements and related matters.  You may contact John Coleman, Mining Engineer, at (202) 551-
3610 with questions about engineering comments.  Please contact Kevin Dougherty at (202) 551-
3271 or, in his absence, the undersigned at (202) 551-3734.            S i n c e r e l y ,
H. Roger Schwall Assistant Director
cc: Via Facsimile (213) 612-2501

 Vanessa Kwong, Esq.  Morgan, Lewis & Bockius LLP