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Response letter to the SEC

 Contango ORE, Inc.

 3700 Buffalo Speedway, Suite 960

 Houston, Texas 77098

 November 12, 2010

VIA FACSIMILE (703) 813-6982 AND EDGAR CORRESPONDENCE

 Securities and Exchange Commission

 Division of Corporation Finance, Mail Stop 3561

100 F Street, N.E.

 Washington, D.C. 20549-7010

 Attention: H. Roger Schwall

Re:
Contango ORE, Inc.

Form 10 filed September 29, 2010 (File No. 000-54136)

Responses to SEC Staff comments made by letter dated October 27, 2010

 Ladies and Gentlemen:

 Set forth below are the responses of Contango ORE, Inc.
(the “Company”), to the United States Securities and Exchange Commission Staff (“Staff”) comments made by letter dated October 27, 2010 (the “Comment Letter”), in connection with the
Company’s Form 10 (File No. 000-54136), initially filed on September 29, 2010 (as such may be amended or supplemented, the “Form 10”). Our responses are preceded by a reproduction of the corresponding Staff comments in
italics as set forth in the Comment Letter.

 Where indicated below, the Company has included changes to the disclosure in
Amendment No. 1 to Form 10 (“Amendment No. 1”), which the Company is filing contemporaneously with this response letter.

 For the convenience of the Staff’s review, copies of this letter and Amendment No. 1, marked to reflect changes against the initial filing of the Form 10, are being delivered to you.

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 all responsive disclosure in the marked version of the document.

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 Company Response:

 We will make appropriate corresponding changes to all disclosure to which a comment relates and will provide page references to all
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 shareholders of its parent company
Contango Oil and Gas Company is not a “sale” of the securities 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.

 Company Response:

The spin-off will be completed through a distribution of all of the outstanding shares of the Company’s common stock to holders of Contango common
stock. The Company’s common stock will be distributed by Contango to its stockholders on a pro rata basis without any consideration being paid by them. On the date of the spin-off, Contango will deliver the shares of the Company’s common
stock to a transfer agent for transfer and distribution to Contango’s stockholders of record as of the close of business on the record date. Upon the consummation of the spin-off, the Company will no longer be owned by Contango. The spin-off
will not occur until the Form 10 becomes effective and Contango has distributed the information contained in the Form 10 as part of an information statement in compliance with Staff Legal Bulletin No. 4 to all of its stockholders of record as
of the record date with respect to the spin-off (the “Contango Information Statement”).

 Under Delaware law and Contango’s
certificate of incorporation, stockholder approval of the spin-off is not required, and the approval of Contango’s stockholders will not be sought.

 Staff Legal Bulletin No. 4 Analysis

 The Commission has long held that a
dividend of securities generally does not constitute a “sale” within the meaning of Section 2(a)(3) of the Securities Act because such dividend does not constitute a disposition “for value” within the meaning of that
section. See Securities Act Release No. 929 (July 29, 1936). In Staff Legal Bulletin No. 4 dated September 16, 1997 (the “Staff Bulletin”), the Staff addresses concerns specific to spin-offs that would warrant
registration under the Securities Act despite this basic policy. The Staff Bulletin states “a subsidiary must register a spin-off of shares under the Securities Act if the spin-off is a “sale” of the securities by the parent.”
The policy aims for the adoption of the Staff Bulletin were to protect against disguised sales, inadequate public disclosure concerning issuers and anti-fraud violations. The Staff Bulletin sets out five conditions under which a spin-off does not
constitute a sale and no Securities Act registration is required.

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A.
General Test

 The Staff Bulletin states
that in a spin-off a subsidiary does not have to register its shares under the Securities Act if the following five conditions are met:

•

 the parent shareholders do not provide consideration for the spun-off shares;

•

 the spin-off is pro-rata to the parent shareholders;

•

 the parent provides adequate information about the spin-off and the subsidiary to its shareholders;

•

 the parent has a valid business purpose for the spin-off; and

•

 if the parent spins-off “restricted securities,” it has held those securities for at least two years.

We respectfully submit that the spin-off complies with the aforementioned requirements and does not violate the policy aims of the Staff Bulletin. As
detailed further below, the stockholders of Contango are not exchanging any consideration or other value for the Company common stock. The stockholders of Contango are not making any investment decision with respect to the distribution by Contango
to them of the Company common stock, nor do they currently have any decision-making power with respect to the Company common stock. All necessary information to be distributed to the stockholders of Contango is currently publicly disclosed, or will
be provided by Contango prior to the spin-off. Contango has valid business purposes for the spin-off and is not distributing restricted securities. Given the expressed concerns in the Staff Bulletin and the facts and circumstances of the spin-off,
the Company respectfully submits that the spin-off meets all of the preceding requirements of the Staff Bulletin, and that Contango therefore should be permitted to complete the spin-off without requiring registration under the Securities Act. A
detailed analysis of the applicability of the Staff Bulletin’s five conditions to the spin-off is set forth below.

B.
No Consideration for the Spun-Off Shares

 The purpose of the spin-off is to distribute the ownership of the Company’s common stock directly to the stockholders of Contango. The spin-off does not require stockholder approval and the
stockholders will receive a distribution, as a dividend, of one share of Company common stock for 10 shares of Contango common. The Commission has taken the position that a dividend of securities generally does not constitute a “sale”
within the meaning of Section 2(a)(3) of the Securities Act because such dividend does not constitute a disposition “for value” within the meaning of that section. See Securities Act Release No. 929 (July 29, 1936). The rationale
for this position is that the recipient of a dividend of securities neither gives value for, nor makes an independent investment decision about, such securities and, therefore, does not need the protection afforded by the Securities Act. In light of
the Commission’s position and its underlying rationale, we believe that the spin-off will involve neither an “offer” nor a “sale” of securities within the meaning of Section 2(a)(3) of the Securities Act because:
(i) neither Contango nor the Company will receive any value from Contango’s stockholders for the distribution of the Company’s common stock; (ii) Contango’s stockholders will receive the Company’s common stock as a
dividend without paying any consideration to the Company or to

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Contango; and (iii) Contango’s stockholders will not make an independent investment decision about the Company’s common stock. Accordingly, the Company believes that the
stockholders of Contango are not providing consideration for the Company’s common stock in the Spin-off, and that the first condition of the Staff Bulletin is met.

C.
Pro-rata to stockholders of Contango

 The distribution of the shares of the Company’s common stock will be effected on a pro rata basis, in proportion to each stockholder’s ownership interest in Contango. Consequently, the
stockholders of Contango will have the same proportionate ownership interest in the Company and in Contango both before and after the spin-off. Since all holders of Contango common stock will have the same proportionate ownership interest in the
Company and in Contango both before and after the spin-off, the second condition of the Staff Bulletin is met.

D.
Adequate Information

 As
the spin-off will not occur until after the effective date of the Form 10 registration statement, the Company will be subject to Exchange Act reporting requirements upon its completion. Contango will provide to its stockholders the Contango
Information Statement that reproduces the information contained in the Form 10, including the 10-1 ratio used by Contango to compute the number of shares of the Company’s common stock that will be distributed per share of Contango common stock,
the treatment for fractional shares and the expected tax consequences, if any, of the Spin-off. Therefore, there will be sufficient public information available after the spin-off to enable the stockholders and others to make informed investment
decisions about the Company’s common stock on a going-forward basis, and the third condition of the Staff Bulletin is met.

E.
Valid Business Purpose

Contango believes that properties being contributed to the Company represent an attractive, albeit speculative, investment opportunity,
but recognizes that as mining and oil and gas exploration are significantly different industries, certain of its stockholders may believe that such an investment was not consistent with their current investment objectives with respect to Contango,
which traditionally has operated solely as an oil and gas company. Contango believes that the spin-off will allow those stockholders who wish to participate in Contango’s speculative investment in the mineral claims to do so, while allowing
those investors who do not have an interest in this business to monetize their proportionate interest by selling the Company common stock they receive in the spin-off. In addition, the spin off will eliminate any need for Contango to continuously
subsidize the operations of the Company. Finally, the spin-off will allow the markets to fully value the Company as a stand alone mining company, and not have that valuation diluted by the Company being a consolidated subsidiary of Contango. The
Company and Contango therefore believe there are valid business purposes for the spin-off and we note that Contango management has more than adequately shown their ability to operate a public company. Therefore, the fourth condition of the Staff
Bulletin is met.

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F.
Holding Period for Restricted Securities

 The Staff Bulletin expressed the view that the distribution of “restricted securities” – that is, securities acquired from an issuer or affiliate of the issuer of the securities in a
private transaction (see Securities Act Rule 144(a)(3)) – would have to be registered unless the Company conducting the spin-off held the restricted securities for two years. (Two years was the Rule 144 holding period at the time the Staff
Bulletin was issued; presumably the period would be 12 months following the 2008 amendments to Rule 144.) The Staff Bulletin further made clear that shares issued in connection with the formation of a company were not restricted securities for
purposes of the Staff Bulletin:

 This two-year holding period position does not apply where the parent formed the subsidiary
being spun-off, rather than acquiring the business from a third-party.

 Since Contango formed the Company and contributed the leasehold
interests and mining claims held through Contango Mining to the Company, rather than purchasing the Company and its business from a third party, this final condition does not apply to the spin-off.

IV. Conclusion

The spin-off does not constitute a “sale” under the Securities Act. The spin-off will be effected for a valid business purpose
and on a pro rata basis to all holders of Contango common stock and does not involve restricted securities. The stockholders of Contango will provide no consideration for the dividend of the Company’s common stock. The Contango will provide
information to all its stockholders on the Company and the spin-off through the Contango Information Statement, which will be distributed to all of its stockholders prior to the spin-off. The Company believes that the spin-off meets the conditions
of the Staff Bulletin and the securities being distributed thereunder are not required to be registered under the Securities Act.

3.
Please file all material agreements with your next amendment.

 Company Response:

 The Company has filed all material agreements as Exhibits to
Amendment No. 1 to the Form 10.

 Cautionary Statement Regarding Forward-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.

 Company Response:

 The Company has removed the reference to the safe harbor provided by the Private Securities Litigation Reform Act of 1955 on page i of Amendment No. 1.

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 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 and liabilities of Contango Mining will be acquired as a result of the transaction.

 Company Response:

 The Company will acquire all the assets and liabilities of
Contango Mining. The Company has clarified its disclosures regarding its succession to the business of Contango Mining in Amendment No. 1. See page 1.

 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.

 Company Response:

The Company has amended its disclosures regarding the hours per week each employee expects to devote to its business in Amendment No. 1. See page 10.

7.
Please clarify here the relationship between you, JEX, and Avalon Development Corporation, including any affiliations. For instance, clarify which party locates
prospective mineral properties for acquisition, and how; as well as who conducts exploration work on acquired properties, and who would mine ore if any such exploratory drilling proved successful. In this regard, the only party with experience in
exploring for and evaluating gold and rare earth elements appears to be Avalon. As such, please discuss in more detail the experience of Avalon in the exploration for both gold and rare earth elements.

Company Response:

 The Company
has amended its disclosure relating to Avalon’s experience in the exploration for both gold and rare earth elements in response to the Staff’s comments. See page 2.

8.
You state that “the only competitive advantage 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 previous 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.