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Contango ORE, Inc.

3700 Buffalo Speedway, Suite 925

Houston, Texas 77098

February 15, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F. Street, N.E.

Washington, D.C. 20549

			Attn:

			Messrs. George K. Schuler and Craig Arakawa

			Re:

			Contango ORE, Inc.

			Form 10-K for the Fiscal Year ended June 30, 2022

			Filed August 31, 2022

			File No. 001-35770

Dear Messrs. George K. Schuler and Craig Arakawa:

Set forth below are the responses of Contango ORE, Inc. (the “Company”), to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated February 1, 2023 regarding the above-referenced Form 10-K (the “2022 Form 10-K”). Attached as Exhibit A hereto is a form of Amendment No. 1 to the 2022 Form 10-K (the “Form Amendment”) that the Company will file subsequent to the Staff’s confirmation that there are no additional comments thereto. The changes to the Form Amendment are shown in bold and underline.

For your convenience, the Company has set forth below each Staff comment followed by the Company’s response. Capitalized terms used but not otherwise defined in this letter have the meanings ascribed to such terms in the 2022 Form 10-K.

Form 10-K

Overview, page 16

			1.

			Please modify your filing to state your material properties and disclose an explanation of the criteria you use to distinguish your material properties from your other exploration projects.

Response: The Company respectfully acknowledges the Staff’s comment and proposes to add disclosure stating its material property and the criteria it uses to distinguish its material properties from its other exploration projects, as reflected at pages A-8 and A-7, respectively, of the Form Amendment.

United States Securities and Exchange Commission

Division of Corporation Finance

February 15, 2023

Page 2

Peak Gold JV Property, page 18

			2.

			Please modify your filing and locate your material properties to within one-mile using an easily recognizable coordinate system as required by Item 1304(b)(1)(i) of Regulation S-K.

Response: The Company respectfully acknowledges the Staff’s comment and proposes to add a new map of its material property and the coordinates of its material and exploration properties, as reflected at pages A-13 and A-9, respectively, of the Form Amendment.

Exploration Overview, page 20

			3.

			We note your Peak Gold Joint Venture released a feasibility study in July 2022 and you reference reserve ounces and other economic metrics in this section based on that study. Please file the technical report summary that supports your reserve disclosure with the updated resources and economic metrics or remove this disclosure from your filing. See Item 1302(b)(2) of Regulation S-K.

Response: The Company respectfully acknowledges the Staff’s comment and proposes to remove the referenced disclosure, as reflected at page A-14 of the Form Amendment.

			4.

			We note you reported resource estimates when you filed the Technical Report Summary with your S-3 on October 26, 2021. Please revise your filing to include your current resource/reserve estimates based on this report or another updated report. See Item 1303(b)(3) of Regulation S-K. In addition, please state whether your NSR cut-off values are a marginal or breakeven NSR cut-off.

Response: The Company respectfully acknowledges the Staff’s comment and proposes to add a table containing its resource estimates, as well as disclosure of the NSR cut-off values, as reflected at pages A-10 through A-11 of the Form Amendment.

Location of and Access to the Lucky Shot Property, page 25

			5.

			Please modify your filing to provide a more precise location for all your exploration properties as required by Item 1303(b)(2)(ii)(A) of Regulation S-K.

Response: The Company respectfully acknowledges the Staff’s comment and proposes to add a more precise location of all of its exploration

properties, as reflected at pages A-11, A-19, A-20, A-21, A-23 and A-25 of the Form Amendment.

United States Securities and Exchange Commission

Division of Corporation Finance

February 15, 2023

Page 3

*    *    *    *    *

If you have any questions with respect to the foregoing, please do not hesitate to call me at (713) 877-1311.

			Very truly yours,

			/s/ Leah Gaines

			Leah Gaines

			Vice President and Chief Financial Officer

			cc:

			Tim Samson, Holland & Knight LLP

			Paul Monsour, Holland & Knight LLP

EXHIBIT A

Form 10-K Amendment

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

			☒

			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

			For the fiscal year ended June 30, 2022

OR

			☐

			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

			For the transition period from                      to

Commission file number 000-54136

CONTANGO ORE, INC.

(Exact name of registrant as specified in its charter)

			Delaware

			27-3431051

			(State or other jurisdiction of

			incorporation or organization)

			(IRS Employer

			Identification No.)

3700 BUFFALO SPEEDWAY, SUITE 925

Houston, Texas 77098

(Address of principal executive offices)

(713) 877-1311

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

			None.

			Securities registered

			pursuant to Section 12(g)

			of the Act:

			Common Stock, Par Value

			$0.01 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

			Large accelerated filer

			☐

			Accelerated filer

			☐

			Non-accelerated filer

			☒

			Smaller reporting company

			☒

			Emerging growth company

			☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐    No  ☒

As of December 31, 2021, the aggregate market value of the registrant’s common stock held by non-affiliates (based upon the closing sale price of such common stock as reported on the NYSE American) was $91,669,837.  As of August 31, 2022, there were 6,775,818 shares of the registrant’s common stock outstanding.

Documents Incorporated by Reference

None.

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EXPLANATORY NOTE

On August 31, 2022, Contango ORE, Inc., (the “Company”) filed its Annual Report on Form 10-K for the year ended June 30, 2022 (the “Original Filing”) with the Securities and Exchange Commission (the “SEC”). This Amendment No. 1 to the Original Filing (“Amendment No. 1”) is being filed to: (i) amend certain disclosures within Part I, Item 2. Properties of the Original Filing; (ii) revise the disclosure regarding our disclosure controls and procedures in Part II, Item 9A. Controls and Procedures of the Original Filing to reflect management’s conclusion that the Company’s disclosure controls and procedures were not effective at June 30, 2022 solely as a result of the updated disclosures responding to Item 601(b)(96) and subpart 1300 of Regulation S-K included in this Amendment No. 1; and (iii) file the Company’s 2020 Technical Report Summary (as defined below) as Exhibit 96.1 to this Amendment No. 1.

This Amendment No. 1 also updates, amends and supplements Part IV, Item 15. Exhibits and Financial Schedules of the Original Filing to include, among other items, the filing of new certifications of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) as Exhibits 31.1 and 31.2, as well as third-party consents for the 2020 Technical Report Summary in Exhibit 23.1.

Except as described above, this Amendment No. 1 does not amend, update or change any other information set forth in the Original Filing (including in the consolidated financial statements included therein) and does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and the Company’s other filings with the SEC. This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, Part I, Item 2. Properties, Part II, Item 9A. Controls and Procedures, Part IV, Item 15. Exhibits and Financial Schedules, a signature page and the exhibits filed herewith.

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Table of Contents

CONTANGO ORE, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED JUNE 30, 2022

TABLE OF CONTENTS

			Page

			Item 2.

			PROPERTIES

			7

			Item 9A.

			CONTROLS AND PROCEDURES

			29

			Item 15.

			EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

			30

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements made in this report may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, as amended. The words and phrases “should be”, “will be”, “believe”, “expect”, “anticipate”, “estimate”, “forecast”, “goal” and similar expressions identify forward-looking statements and express expectations about future events. These include such matters as:

			●

			The Company’s financial position;

			●

			Business strategy, including outsourcing;

			●

			Meeting Company forecasts and budgets;

			●

			Anticipated capital expenditures and the availability of future financing;

			●

			Prices of gold and associated minerals;

			●

			Timing and amount of future discoveries (if any) and production of natural resources from the Peak Gold JV Property and the Company’s other properties;

			●

			Operating costs and other expenses;

			●

			Cash flow and anticipated liquidity;

			●

			The Company’s ability to fund its business with current cash reserves based on currently planned activities;

			●

			Prospect development;

			●

			Operating and legal risks; and

			●

			New governmental laws and regulations.

Although the Company believes the expectations reflected in such forward-looking statements are reasonable, such expectations may not occur. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from future results expressed or implied by the forward-looking statements. These factors include among others:

			●

			Ability to raise capital to fund capital expenditures and repayment of indebtedness;

			●

			Ability to retain or maintain capital contributions to, and our relative ownership interest in the Peak Gold JV;

			●

			Ability to influence management of the Peak Gold JV;

			●

			Ability to realize the anticipated benefits of the Kinross Transactions;

			●

			Potential delays or changes in plans with respect to exploration or development projects or capital expenditures;

			●

			Operational constraints and delays;

			●

			Risks associated with exploring in the mining industry;

			●

			Timing and successful discovery of natural resources;

			●

			Availability of capital and the ability to repay indebtedness when due;

			●

			Declines and variations in the price of gold and associated minerals;

			●

			Price volatility for natural resources, including declines and variations in the price of gold and associated minerals;

			●

			Availability of operating equipment;

			●

			Operating hazards attendant to the mining industry;

			●

			Weather;

			●

			Ability to find and retain skilled personnel;

			●

			Restrictions on mining activities;

			●

			Legislation that may regulate mining activities;

			●

			Impact of new and potential legislative and regulatory changes on mining operations and safety standards;

			●

			Uncertainties of any estimates and projections relating to any future production, costs and expenses (including changes in the cost of fuel, power, materials, and supplies);

			●

			Timely and full receipt of sale proceeds from the sale of any of our mined products (if any);

			●

			Stock price and interest rate volatility;

			●

			Federal and state regulatory developments and approvals;

			●

			Availability and cost of material and equipment;

			●

			Actions or inactions of third parties;

			●

			Potential mechanical failure or under-performance of facilities and equipment;

			●

			Environmental and regulatory, health and safety risks;

			●

			Strength and financial resources of competitors;

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Table of Contents

			●

			Worldwide economic conditions;

			●

			Impact of pandemics, such as the worldwide COVID-19 outbreak, which could impact the Peak Gold JV’s and the Company’s exploration schedule and operating activities;

			●

			Expanded rigorous monitoring and testing requirements;

			●

			Ability to obtain insurance coverage on commercially reasonable terms;

			●

			Competition generally and the increasing competitive nature of the mining industry;

			●

			Risk related to title to properties; and

			●

			Ability to consummate strategic transactions.

You should not unduly rely on these forward-looking statements in this report, as they speak only as of the date of this report. Except as required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events. See the information under the heading “Risk Factors” in this Form 10-K for some of the important factors that could affect the Company’s financial performance or could cause actual results to differ materially from estimates contained in forward-looking statements.

A-6

Table of Contents

PART I

Item 2.    PROPERTIES

Overview

Information concerning the Company’s mining properties in this Form 10-K have been prepared in