SecProbe.io

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 April 10, 2026

Michael Clark
Chief Financial Officer
Contango Silver & Gold Inc.
516 2nd Avenue, Suite 401
Fairbanks, Alaska 99701

 Re: Contango Silver & Gold Inc.
 Registration Statement on Form S-3
 Filed March 30, 2026
 File No. 333-294720
Dear Michael Clark:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Claudia Rios at 202-551-8770 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Paul Monsour, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 CORRESP

 April 10, 2026
 VIA EDGAR U.S. Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549 Attention: Claudia Rios

 Re:
 Contango Silver & Gold Inc.
 Registration Statement on Form S-3
 (File No. 333-294720) Request for Acceleration
 Dear Ms. Rios: Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Contango Silver & Gold Inc. (the “ Company ”) hereby requests that the effective date of the Company’s Registration Statement on
 Form S-3 (File No. 333-294720) be accelerated by the Securities and Exchange Commission to 4:30 p.m. Eastern time on April 14, 2026, or as
soon as practicable thereafter. Please contact Paul Monsour of Holland & Knight LLP, counsel to the Company, at (713) 653-8741 to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

 Very truly yours,

 /s/ Michael Clark

 Name: Michael Clark

 Title:  Chief Financial Officer and Secretary

 cc:
 Rick Van Nieuwenhuyse, Contango Silver & Gold Inc.
 Tim Samson, Holland & Knight LLP
 Paul Monsour, Holland & Knight LLP
 516 2nd Avenue, Suite
401, Fairbanks, AK 99701 Telephone 907-888-4273 •
 www.contangoore.com NYSE-A: CTGO

CORRESP
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CORRESP

 November 25, 2024

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Claudia Rios

Re:
 Contango ORE, Inc.

Registration Statement on Form S-3
(File No. 333-283285)

 Request for Acceleration

Dear Ms. Rios:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Contango ORE, Inc. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-283285) be accelerated by the Securities and Exchange Commission to 4:30 p.m. Eastern time on November 27, 2024, or as soon as practicable thereafter.

Please contact Paul Monsour of Holland & Knight LLP, counsel to the Company, at
(713) 653-8741 to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

Very truly yours,

 /s/ Michael Clark

Name: Michael Clark

Title: Chief Financial Officer and Secretary

cc:
 Rick Van Nieuwenhuyse, Contango ORE, Inc.

Tim Samson, Holland & Knight LLP

Paul Monsour, Holland & Knight LLP

516 2nd Avenue, Suite 401, Fairbanks, AK 99701

Telephone 907-888-4273 • www.contangoore.com

NYSE-A: CTGO

November 22, 2024
Michael Clark
Chief Financial Officer
Contango ORE, Inc.
516 2nd Avenue, Suite 401
Fairbanks, Alaska 99701
Re:Contango ORE, Inc.
Registration Statement on Form S-3
Filed November 15, 2024
File No. 333-283285
Dear Michael Clark:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Claudia Rios at 202-551-8770 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Paul Monsour, Esq.

CORRESP
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CORRESP

 September 17, 2024

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Cheryl Brown; Daniel
Morris

Re:
 Contango ORE, Inc.

Registration Statement on Form S-3
(File No. 333-280509)

 Request for Acceleration

Dear Ms. Brown and Mr. Morris:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Contango ORE, Inc. (the “Company”) hereby
requests that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-280509) be accelerated by the Securities and
Exchange Commission to 4:30 p.m. Eastern time on September 19, 2024, or as soon as practicable thereafter.

 Please contact
Paul Monsour of Holland & Knight LLP, counsel to the Company, at (713) 653-8741 to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

Very truly yours,

/s/ Michael Clark

Name:Michael Clark

Title:Chief Financial Officer and Secretary

cc:
 Rick Van Nieuwenhuyse, Contango ORE, Inc.

Tim Samson, Holland & Knight LLP

Paul Monsour, Holland & Knight LLP

516 2nd Avenue, Suite 401, Fairbanks, AK 99701

Telephone 907-888-4273 • www.contangoore.com

NYSE-A: CTGO

CORRESP
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CORRESP

 September 5, 2024

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-4628

 Attention: Cheryl Brown; Daniel
Morris

Re:
 Contango ORE, Inc.

Amendment No. 2 to Registration Statement on Form S-3

Filed August 20, 2024

 File No. 333-280509

 Dear Ms. Brown and Mr. Morris:

Set forth below is the response of Contango ORE, Inc. (the “Company”) to the comment letter received from the staff of
the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated September 3, 2024 with respect to the above-referenced Registration Statement
on Form S-3 filed with the Commission on June 26, 2024 (the “Registration Statement”), as amended by Amendment No. 1 filed with the Commission on July 11, 2024 and
Amendment No. 2 filed with the Commission on August 20, 2024 (“Amendment No. 2”).

The Company has filed this correspondence via EDGAR. For your convenience, our response is prefaced by the exact text of the Staff’s
comment in bold text. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 2 and all references to page numbers in such response is to page numbers in Amendment No. 2.

Amendment No. 2 to Registration Statement on Form S-3

General

1.
 We note that your supplemental letter response asserts that you “should be eligible for the
accommodation in General Instruction G” based on the filing date of Amendment No. 1 to Form S-3 on July 11, 2024. Please confirm your understanding that, for purposes of reliance on General
Instruction G to Form S-3, the original date of filing is based on the initial filing of the Form S-3 on June 26, 2024, and a post-effective amendment will be
required to subsequently disclose the unknown selling securityholder information.

 516 2nd Avenue, Suite
401, Fairbanks, AK 99701

 Telephone 907-888-4273 •
www.contangoore.com

 NYSE-A: CTGO

 U.S. Securities and Exchange Commission

September 5, 2024

 Page 2

 Response: The Company respectfully acknowledges the Staff’s comment and confirms its
understanding that, for purposes of reliance on General Instruction G to Form S-3, the original date of filing is based on the initial filing of the Form S-3 on
June 26, 2024, and a post-effective amendment will be required to subsequently disclose the unknown selling securityholder information.

* * * * *

 We hope the foregoing
answer is responsive to your comment. Please do not hesitate to contact me at (604) 671-4614 with any questions or comments regarding this correspondence.

Very truly yours,

 /s/ Michael Clark

Name: Michael Clark

Title: Chief Financial Officer and Secretary

cc:
 Rick Van Nieuwenhuyse, Contango ORE, Inc.

Tim Samson, Holland & Knight LLP

Paul Monsour, Holland & Knight LLP

September 3, 2024
Michael Clark
Chief Financial Officer
Contango ORE, Inc.
516 2nd Avenue, Suite 401
Fairbanks, AK 99701
Re:Contango ORE, Inc.
Amendment No. 2 to Registration Statement on Form S-3
Filed August 20, 2024
File No. 333-280509
Dear Michael Clark:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 18, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-3
General
1.We note that your supplemental letter response asserts that you "should be eligible for the
accommodation in General Instruction G" based on the filing date of Amendment No. 1 to
Form S-3 on July 11, 2024. Please confirm your understanding that, for purposes of
reliance on General Instruction G to Form S-3, the original date of filing is based on the
initial filing of the Form S-3 on June 26, 2024, and a post-effective amendment will be
required to subsequently disclose the unknown selling securityholder information.

September 3, 2024
Page 2
            Please contact Cheryl Brown at 202-551-3905 or Daniel Morris at 202-551-3314 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Paul Monsour

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CORRESP

 August 20, 2024

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-4628

 Attention: Cheryl Brown; Daniel
Morris

Re:
 Contango ORE, Inc.

Amendment No. 1 to Registration Statement on Form S-3

Filed July 11, 2024

 File No. 333-280509

 Dear Ms. Brown and Mr. Morris:

Set forth below is the response of Contango ORE, Inc. (the “Company”) to the comment letter received from the staff of
the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated July 18, 2024 with respect to the above-referenced Registration Statement on Form S-3 filed with the Commission on June 26, 2024 (the “Registration Statement”), as amended by Amendment No. 1 filed with the Commission on July 11, 2024
(“Amendment No. 1”).

 The Company has filed, via EDGAR, this correspondence and
Amendment No. 2 to the Registration Statement (“Amendment No. 2”). For your convenience, our response is prefaced by the exact text of the Staff’s comment in bold text. Unless
otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 2 and all references to page numbers in such response is to page numbers in Amendment No. 2.

Amendment No. 1 to Registration Statement on Form S-3

Selling Stockholders, page 17

1.
 Please revise this section to identify the selling stockholders or tell us why you believe you are not
required to do so. Refer to General Instruction G of Form S-3.

 Response: The Company
respectfully acknowledges the Staff’s comment and advises the Staff that, with respect to registered HighGold securityholders who held their shares directly with HighGold, it furnished in the Selling Stockholders section of Amendment No. 2
the information required by Item 507 of Regulation S-K or, as allowed by Telephone Interpretation No. I.59 in the Staff’s “Manual of Publicly Available Telephone Interpretations”, grouped
together the

 516 2nd Avenue, Suite
401, Fairbanks, AK 99701

 Telephone 907-888-4273 • www.contangoore.com

NYSE-A: CTGO

 U.S. Securities and Exchange Commission

August 20, 2024

 Page 2

remaining stockholders whose aggregate holding are less than 1% of the class. With respect to beneficial owner HighGold securityholders who held their shares indirectly through a bank or
broker-dealer, the Company, as permitted by General Instruction G of Form S-3, referred to such holders in a generic manner, in lieu of identifying them prior to effectiveness of the Registration
Statement, by identifying the initial transaction in which the securities were sold. Following effectiveness of the Registration Statement, for such stockholders for whom an exemption from the registration requirements of the Securities Act is not
available, the Company proposes to include in a prospectus supplement, a post-effective amendment to the Registration Statement, or in other filings with the Commission incorporated into the Registration Statement by reference the names of
previously unidentified selling stockholders and amounts of securities that they intend to sell.

 The Company notes that, by virtue of being eligible to
register primary offerings on Form S-3 pursuant to General Instruction I.B.1 and registering the subject securities offerings in the Registration Statement pursuant to General Instruction I.B.3, it is
eligible for the accommodation in General Instruction G of Form S-3, as permitted by Rule 430B(b) (i.e., the reference to beneficial owners of HighGold securityholders who held their shares indirectly
through a bank or broker-dealer in a generic manner, in lieu of identifying them prior to effectiveness of the Registration Statement).

 The Company
acknowledges that at the time the Registration Statement was originally filed on June 26, 2024 it did not satisfy the condition in General Instruction G that the offering of the securities being registered on behalf of the selling
securityholders have been completed, and that such securities have been issued and outstanding prior to the original date of filing the registration statement covering the resale of such securities. However, it was always the intent of the Company
to file an amendment to the Registration Statement containing the information necessary for such filing to be complete (e.g., the number of shares of common stock being registered, the details and final amounts of the HighGold Acquisition, etc.)
after the HighGold Acquisition closed and the relevant details were known. At the time the Company filed Amendment No. 1 on July 11, 2024, the HighGold Acquisition had closed and the shares of the Company’s common stock issued to
HighGold securityholders in reliance upon the registration exemption in Section 3(a)(10) of the Securities Act, which shares were issued and outstanding prior to such filing, had been completed. Because the condition in General Instruction G
referenced above was met at such point, the Company asserts that it should be eligible for the accommodation in General Instruction G referenced above.

The Company supplementally notes that its facts and circumstances are consistent with at least one other resale registration statement on Form S-3 that was declared effective by the Commission, despite not initially meeting the conditions (i.e., Rules 430B(b)(2)(i) and (ii)) for the accommodation in General Instruction G. See
Form S-3 (File No. 333-177535) of InnerWorkings, Inc. (CIK No. 1350381), initially filed on October 27, 2011, as amended on December 22, 2011
and January 13, 2012, which was declared effective on January 26, 2012, as well as its response letter to the Commission dated and filed on December 22, 2011.

 U.S. Securities and Exchange Commission

August 20, 2024

 Page 3

 * * * * *

We hope the foregoing answer is responsive to your comment. Please do not hesitate to contact me at (604)
671-4614 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Michael Clark

Name: Michael Clark

Title:  Chief Financial Officer and Secretary

cc:
 Rick Van Nieuwenhuyse, Contango ORE, Inc.

Tim Samson, Holland & Knight LLP

Paul Monsour, Holland & Knight LLP

July 18, 2024
Michael Clark
Chief Financial Officer
Contango ORE, Inc.
516 2nd Avenue, Suite 401
Fairbanks, AK 99701
Re:Contango ORE, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed July 11, 2024
File No. 333-280509
Dear Michael Clark:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-3
Selling Stockholders, page 17
1.Please revise this section to identify the selling stockholders or tell us why you believe
you are not required to do so. Refer to General Instruction G of Form S-3.
            Please contact Cheryl Brown at 202-551-3905 or Daniel Morris at 202-551-3314 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Paul Monsour

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  CORRESP

  July 11, 2024

  VIA EDGAR

  U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4628
Attention: Cheryl Brown; Daniel Morris

  Re:	Contango ORE, Inc.
Registration Statement Submitted on Form S-3
Filed June 26, 2024
File No. 333-280509

  Dear Ms. Brown and Mr. Morris:

  Set forth below are the responses of Contango ORE, Inc. (the “Company”) to the comment letter received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated July 8, 2024 with respect to the above-referenced Registration Statement on Form S-3 filed with the Commission on June 26, 2024 (the “Registration Statement”).

  The Company has filed, via EDGAR, this correspondence and Amendment No. 1 to the Registration Statement on Form S-3 (“Amendment No. 1”). For your convenience, our responses are prefaced by the exact text of the Staff’s comment in bold text. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 1 and all references to page numbers in such responses are to page numbers in Amendment No. 1.

  Registration Statement on Form S-3

  Incorporation by Reference, page 22

  1.Please revise to incorporate by reference your Current Report on Form 8-K filed on June 28, 2024 and, to the extent that updated disclosures are provided by subsequent Current Reports on Form 8-K prior to effectiveness of the registration statement, revise to specifically incorporate such Reports by reference.

  Response: The Company respectfully acknowledges the Staff’s comment and has revised the Current Reports incorporated by reference on page 22, as well as updated the disclosure on the cover page of the prospectus and pages 6-7 accordingly.

516 2nd Avenue, Suite 401, Fairbanks, AK  99701
Telephone 907-888-4273 ● www.contangoore.com
NYSE-A: CTGO

  U.S. Securities and Exchange Commission
July 11, 2024
Page 2

  General

  2.Please update your disclosure regarding the status of the acquisition, including stockholder approval. In addition, please confirm, if true, that the fairness hearing has been held and you have received court approval under 3(a)(10). Refer to Staff Legal Bulletin 3A available at www.sec.gov.

  Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that HighGold received a final order from the Supreme Court of British Columbia approving the Arrangement following a fairness hearing held on July 2, 2024. The Company respectfully advises the Staff that it has revised the disclosure on the cover page of the prospectus and page 17 accordingly.

  * * * * *

  We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me at (604) 671-4614 with any questions or comments regarding this correspondence.

  Very truly yours,

    /s/ Michael Clark

    Name:	Michael Clark

    Title:	Chief Financial Officer and Secretary

  cc:	Rick Van Nieuwenhuyse, Contango ORE, Inc.
Tim Samson, Holland & Knight LLP
Paul Monsour, Holland & Knight LLP

July 8, 2024
Michael Clark
Chief Financial Officer
Contango ORE, Inc.
516 2nd Avenue, Suite 401
Fairbanks, Alaska 99701
Re:Contango ORE, Inc.
Registration Statement on Form S-3
Filed June 26, 2024
File No. 333-280509
Dear Michael Clark:
            We have conducted a limited review of your registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
Incorporation by Reference, page 22
1.Please revise to incorporate by reference your Current Report on Form 8-K filed on June
28, 2024 and, to the extent that updated disclosures are provided by subsequent Current
Reports on Form 8-K prior to effectiveness of the registration statement, revise to
specifically incorporate such Reports by reference.
General
2.Please update your disclosure regarding the status of the acquisition,
including stockholder approval.  In addition, please confirm, if true, that the fairness
hearing has been held and you have received court approval under 3(a)(10).  Refer to Staff
Legal Bulletin 3A available at www.sec.gov.

July 8, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Cheryl Brown at 202-551-3905 or Daniel Morris at 202-551-3314 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Paul Monsour

United States securities and exchange commission logo
March 13, 2023
Leah Gaines
Vice President, CFO, and Treasurer
Contango ORE, Inc.
3700 Buffalo Speedway, Suite 925
Houston, Texas 77098
Re:Contango ORE, Inc.
Form 10-K for the Fiscal Year ended June 30, 2022
Filed August 31, 2022
File No. 001-35770
Dear Leah Gaines:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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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

			☐

A-1

Table of Contents

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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			●

			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.

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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

United States securities and exchange commission logo
February 1, 2023
Leah Gaines
Vice President, CFO, and Treasurer
Contango ORE, Inc.
3700 Buffalo Speedway, Suite 925
Houston, Texas 77098
Re:Contango ORE, Inc.
Form 10-K for the Fiscal Year ended June 30, 2022
Filed August 31, 2022
File No. 001-35770
Dear Leah Gaines:
            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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
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.
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.

 FirstName LastNameLeah Gaines
 Comapany NameContango ORE, Inc.
 February 1, 2023 Page 2
 FirstName LastName
Leah Gaines
Contango ORE, Inc.
February 1, 2023
Page 2
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.
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.
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact George K. Schuler at 202-551-3718 if you have questions regarding
the engineering comments or Craig Arakawa at at 202-551-3650 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

    Contango ORE, Inc.

    3700 Buffalo Speedway

    Suite 925

    Houston, Texas 77098

    (713) 877-1311

    November 15, 2021

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E., Mail Stop 4628

    Washington, D.C. 20549-4628

    Attention: Michael Purcell

    Re:            Contango ORE, Inc.  (the “Registrant”)

    Registration Statement on Form S-3, as amended

    File No. 333-260511

    Dear Mr. Purcell:

    Reference is made to the Registration Statement on Form S-3 (File No. 333-260511), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on October 26, 2021,
      as amended by Amendment No. 1 filed with the Commission on November 12, 2021 (as so amended, the “Registration Statement”). Pursuant to Rule 461 of the Securities Act of 1933, as amended, the Registrant respectfully requests that the effective
      date for the Registration Statement be accelerated to November 17, 2021 at 4:30 p.m., Eastern Time or as soon thereafter as practicable.

    Please contact Amy Curtis of Holland & Knight LLP, special counsel to the Registrant, by email at Amy.Curtis@hklaw.com or by phone at (214) 969-1763 if you have any questions or concerns
      regarding this matter.

              Sincerely,

            Contango ORE, Inc.

              /s/ Leah Gaines

            Name: Leah Gaines

            Title: Vice President, Chief Financial Officer,

            Chief Accounting Officer, Treasurer and

              Secretary

United States securities and exchange commission logo
November 1, 2021
Rick Van Nieuwenhuyse
President and Chief Executive Officer
Contango ORE, Inc.
3700 Buffalo Speedway, Suite 925
Houston, Texas 77098
Re:Contango ORE, Inc.
Registration Statement on Form S-3
Filed October, 26, 2021
File No. 333-260511
Dear Mr. Van Nieuwenhuyse:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Purcell, Law Clerk, at 202-551-5351 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Amy Curtis

Mail Stop: 3561
March 16 , 2017

Via E -Mail
Ms. Leah Gaines
Chief Financial  Officer
Contango Ore, Inc.
3700 B uffalo Speedway, Suite 925
Houston, Texas 77098

Re: Contango Ore, Inc.
 Form 10-K for the Fiscal Year Ended June 30, 2016
Filed August 25, 2016
File No. 001 -35770

Dear  Ms. Gaines :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

        Sincerely,

        /s/Craig Arakawa

Craig Arakawa
Branch Chief
Office of Beverages, Apparel, and
Mining

CORRESP
1
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	conta20170314_corresp.htm

Contango ORE, Inc.

3700 Buffalo Speedway, Suite 925

Houston, Texas 77098

Via EDGAR

March 14, 2017

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Craig Arakawa, Branch Chief

Re:      Contango ORE, Inc.

            Form 10-K for the Fiscal Year Ended June 30, 2016

            Filed August 25, 2016

            File No. 001-35770

Dear Ladies and Gentlemen:

This letter is our response to the letter, dated March 2, 2017 (the “Comment Letter”) from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) relating to Contango ORE, Inc.’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (the “10-K”).

Company Response

For your convenience, the text of the Staff’s comment is set forth in bold followed by our response. The heading and numbered response set out below correspond to the heading and numbered comment in the Staff’s Comment Letter.

Form 10-K for the Fiscal Year Ended June 30, 2016

Item 9A. Controls and Procedures, page 35

			1.

			Please amend your Form 10-K to include management’s report on internal control over financial reporting in accordance with Item 308(a) of Regulation S-K. In doing so, please also file updated certifications that refer to the Form 10-K/A.

In accordance with the Staff’s comment, we have filed Amendment No. 1 on Form 10-K/A to the 10-K to (i) state that the Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting; (ii) identify the framework used by the Company’s management to evaluate the effectiveness of internal control over financial reporting; and (iii) provide an assessment of the Company’s internal control over financial reporting as of June 30, 2016. In addition, we have filed updated certifications referring to the Form 10-K/A.

**************************

On behalf of the Company, I hereby acknowledge that:

			●

			the Company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

Should you have any additional questions or comments, please contact me at 713-960-1379.

Yours very truly,

CONTANGO ORE, INC.

/s/ Leah Gaines

Name:     Leah Gaines

Title:       Vice President and Chief Financial Officer

Mail Stop: 3561
March 2 , 2017

Via E -Mail
Ms. Leah Gaines
Chief Financial  Officer
Contango Ore, Inc.
3700 B uffalo Speedway, Suite 925
Houston, Texas 77098

Re: Contango Ore, Inc.
 Form 10-K for t he Fiscal Year Ended June 30, 2016
Filed August 25, 2016
File No. 001 -35770

Dear  Ms. Gaines :

We have reviewed your filing an d have the following comment .  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If  you do not believe our
comment applies  to your facts and circumstances,  please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.

Form 10 -K for the Fis cal Year Ended June 30, 2016

Item 9A. Controls and Procedures, page 35

1. Please amend your Form 10 -K to include management’s report on internal control over
financial reporting in accordance with Item 308(a) of Regulation S -K.  In doing so, please
also file updated certifications that refer to the Form 10 -K/A.

We remind you that the company and its mana gement are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Leah Gaines
Contango Ore, Inc.
March 2 , 2017
Page 2

You may contact Joanna Lam  at (202) 551 -3476 or Raj Rajan  at (202) 551 -3388 if you
have questions regarding comments on the financial statements and related matters.

        Sincerely,

        /s/Craig Arakawa

Craig Arakawa
Branch Chief
Office of Beverages, Apparel, and
Mining

February 26 , 2014

Via E -Mail
Mr. Brad Juneau
Contango Ore Inc.
3700 Buffalo Speedway, Suite 960
Houston, Texas 77098

Re: Contango Ore Inc.
 Form 10 -K for Fiscal Year Ended June 30, 2013
Filed September 11, 2013
File No. :  001 -35770

Dear Mr. Juneau :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the  Commission from taking
any action with respect to the company or 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
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

       /s/ John Reynolds

John Reynolds
Assistant Director

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CORRESP

 Contango ORE, Inc.

3700 Buffalo Speedway, Suite 925

Houston, Texas 77098

VIA EDGAR

February 4, 2014

 Mr. John Reynolds

Assistant Director

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-4628

Re:
Contango ORE, Inc.

Form
10-K for the Fiscal Year Ended June 30, 2013

Filed
September 11, 2013

File
No. 000-54136

 Dear Mr. Reynolds:

We respectfully submit this Amendment No. 1 to the previously filed Form 10-K for the fiscal year ended June 30, 2013 (the “Form
10-K/A”) and our response addressing the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) dated January 9, 2014 regarding the above-referenced filing. For your convenience, each
response below corresponds to the italicized comment that immediately precedes it, each of which has been reproduced from the Staff’s letter in the order presented.

We have also sent to your attention via overnight delivery one courtesy copy of the following: (i) this letter as filed via EDGAR; (ii) the
Form 10-K/A as filed via EDGAR; and (iii) a copy of the Form 10-K/A marked to show changes against the initial Form 10-K, as filed with the SEC on September 11, 2013 for your convenience. Disclosures incorporating requested information are
underlined and deletions have been marked through.

 Form 10-K for the Fiscal Year Ended June 30, 2013

2013 Environmental regulation, Page 14

1.
We note you are subject to permitting requirements of the Bureau of Land Management (BLM) and/or Forest Service in addition to State Environmental requirements. Please revise your filing and provide a short summary
of the permits and/or operational plans required to perform exploration and/or mining activities on your properties and discuss in greater detail the government and environmental regulations to which you are subject. Please fully discuss the
permitting, bonding, and reclamation requirements for each phase of your exploration work including the specific permits and associated fees. In your discussion, include the specific permits that your company has obtained or will obtain to perform
each phase of your exploration program. Describe the effect of existing or probable governmental regulations on your business. See Item 101(h) (4) (viii), (ix) and (xi) of Regulation S-K.

 Mr. John Reynolds

Securities and Exchange Commission

 February 4, 2014

 Page
 2
 of 5

 Response: In response to the Staff’s comment, we have revised the disclosure to
include a summary of the permits required to perform our operations and address the regulatory requirements to which we are subject and may become subject, to comply with Item 101(h)(4)(viii), (ix) and (xi) of Regulation S-K. We have
also described the permitting, bonding and reclamation requirements for each phase of our exploration work, including a summary of the permits we have obtained and any associated fees. Please see the Form 10-K/A.

Location and Access to Our Properties, page 23

2.
Please modify your filing and disclose the information required under paragraph (b) of Industry Guide 7 for all your material properties listed under this heading. For any properties identified that are not
material, please include a statement to that effect, clarifying your intentions. For each material property, include the following information:

•

The location and means of access to your property, including the modes of transportation utilized to and from the property.

•

Any conditions that must be met in order to obtain or retain title to the property, whether you have surface and/or mineral rights.

•

A brief description of the rock formations and mineralization of existing or potential economic significance on the property.

•

A description of any work completed on the property and its present condition.

•

The details as to modernization and physical condition of the plant and equipment, including subsurface improvements and equipment.

•

A description of equipment, infrastructure, and other facilities.

•

The current state of exploration of the property.

•

The total costs incurred to date and all planned future costs.

•

The source of power and water that can be utilized at the property.

•

If applicable, provide a clear statement that the property is without known reserves and the proposed program is exploratory in nature.

You may refer to Industry Guide 7, paragraphs (b) (1) through (5), for specific guidance pertaining to the foregoing, available on
our website at the following address:

 www.sec.gov/about/forms/industryguides.pdf

 Mr. John Reynolds

Securities and Exchange Commission

 February 4, 2014

 Page
 3
 of 5

 Response: In response to the Staff’s comments, we have revised our Form 10-K to
(a) clarify that only our Tetlin Lease is a material property, and (b) include the disclosures required by Industry Guide 7 in Item 2- Properties with respect to our Tetlin Lease. Please see the Form 10-K/A.

3.
We note an empty graphic box in your filing and believe this may have been a map. Please revise your filing and insert a small-scale map showing the location and access to each material property, as required by
Instruction 3(b) to Item 102 of Regulation S-K. Please note the EDGAR program now accepts Adobe PDF files and digital maps, so please include these maps in any amendments that are uploaded to EDGAR. It is relatively easy to include automatic
links at the appropriate locations within the document to GIF or JPEG files, which will allow figures and diagrams to appear in the right location when the document is viewed on the Internet. For more information, please consult the EDGAR manual,
and if additional assistance is required, please call Filer Support at (202) 551-3600 for Post-Acceptance Filing Issues or (202) 551-8900 for Pre-Acceptance Filing Issues. We believe the guidance in Instruction 3(b) of Rule 102 of
Regulation S-K would generally require maps and drawings to comply with the following features:

•

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 should be included. Additional representations of scale such as “one inch equals one mile” may be utilized provided the original scale of the map has not been altered.

•

A north arrow.

•

An index map showing where the property is situated in relationship to the state or province, etc., in which it was 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 with any map, the identity of the geologist or engineer that prepared such data.

Any drawing should be simple enough or of sufficiently large scale to clearly show all features on the drawing.

Response: In response to the Staff’s comments, we note that the map is visible in our existing Form 10-K on the public EDGAR website.
We have filed a new map showing only our material property which complies with Instruction 3(b) of Item 102 of Regulation S-K. Please see the Form 10-K/A and the enclosed courtesy copy.

 Mr. John Reynolds

Securities and Exchange Commission

 February 4, 2014

 Page
 4
 of 5

 General

4.
It appears you should also amend your filing and expand your disclosure concerning the exploration plans for the properties to address the following points.

•

Disclose a brief geological justification for each of the exploration projects written in non-technical language.

•

Give a breakdown of the exploration timetable and budget, including estimated amounts that will be required for each exploration activity, such as geophysics, geochemistry, surface sampling, drilling, etc. for
each prospect.

•

If there is a phased program planned, briefly outline all phases.

•

If there are no current detailed plans to conduct exploration on the property, disclose this prominently.

•

Disclose how the exploration program will be funded.

•

Identify who will be conducting any proposed exploration work, and discuss what their qualifications are.

Response: In response to the Staff’s comments, we have expanded our disclosure of our exploration plans to include a geological
justification of our 2013 exploration program, including the timetable and budget and source of funds. We do not have a phased program for the exploration of our Tetlin Property but will pursue exploration as the results of our existing efforts are
evaluated and as funds are available. We have disclosed the detailed plans for the 2013 summer exploration program which were funded by a private placement of approximately $14.8 million in March 2013. We have also identified the individuals
conducting the proposed exploration work and provided a brief discussion of their qualifications. Please see the Form 10-K/A.

5.
Detailed sampling provides the basis for the quality estimate or grade of your mineral discovery. Please revise your filing and provide a brief description of your sample collection in your amended filing along with
your sample preparation and the analytical procedures used to develop your analytical results. In addition, please disclose any Quality Assurance/Quality Control (QA/QC) protocols you have developed for your exploration program. These procedures
would serve to inform potential investors regarding your sample collection and preparation, assay controls, sample custody, assay precision and accuracy procedures and protocols.

 Mr. John Reynolds

Securities and Exchange Commission

 February 4, 2014

 Page
 5
 of 5

 Response: In response to the Staff’s comments, we have revised the Form 10-K to
describe our sample collection, preparation and analytical procedures. We have also included a description of our security and quality assurance/quality control (QA/QC) protocols in place for our exploration program. Please see the Form 10-K/A.

6.
We recommend that a brief description of the QA/QC protocols be provided to inform readers regarding sample preparation, controls, custody, assay precision and accuracy as it relates to your exploration plans. This
would apply to exploration and operational analytical procedures.

 Response: In response to the Staff’s comments,
we have also included a description of our quality assurance/quality control (QA/QC) protocols, including a summary of our sampling and analysis procedures in place for our exploration program.

We hereby acknowledge that (i) we are responsible for the adequacy and accuracy of the disclosure in the filing; (ii) 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 (iii) we may not assert staff comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

 Please feel free to contact me at (713) 877-1311 if you have any
questions about the foregoing or need any additional information.

 Sincerely,

CONTANGO ORE, INC.

 /s/ Brad Juneau

 Brad Juneau

 Chairman, President and Chief Executive Officer

CORRESP
1
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Correspondence

 Morgan, Lewis & Bockius LLP

300 South Grand Avenue, 22nd Floor

Los Angeles, California 90071

 January 23,
2014

 VIA EDGAR

 Mr. John Reynolds

Assistant Director

 Division of Corporation Finance

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-4628

Re:
Contango ORE, Inc.

Form 10-K for Fiscal Year Ended June 30, 2013

Filed September 11, 2013

File No. 001-35770

 Dear Mr. Reynolds:

We are writing to confirm our telephone conversation with Mr. George Schuler on January 23, 2014, during which we requested that Contango ORE, Inc.
be provided additional time to respond to your letter of January 9, 2014 to Mr. Brad Juneau regarding the above-referenced filings. In this regard, Contango ORE, Inc. has advised us that it will provide a response by February 7, 2014.
We appreciate the staff’s courtesy in this matter.

 Sincerely,

/s/ Richard A. Shortz

 Richard A. Shortz

January 9 , 201 4

Via E -Mail
Mr. Brad Juneau
Contango Ore Inc.
3700 Buffalo Speedway, Suite 960
Houston, Texas 77098

Re: Contango Ore Inc.
 Form 10-K for Fiscal Year Ended  June 30 , 201 3
Filed September 11,  2013
File No. :  001 -35770

Dear Mr. Juneau :

We have reviewed your filing an d 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 advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ending June 30, 2013 filed September 11, 2013

Environmental regulation, page 14

1. We note you are subject to permitting requirements of the Bureau of Land Management
(BLM) and/or Forest Service in addition to State Environmental requirements.  Please
revise your filing and provide a short summary of the permits and/or operational plans
required to perform exploration and/or mining activities on your properties and discuss in
greater detail the government and environmental regulations to which you are subject .
Please fully discuss the permitting, bonding, and reclamation requirements for  each phase
of your exploration work including the specific permits and associated fees.  In your
discussion, include the specific permits that your company has obtained or will obtain to
perform each phase of you exploration program.  Describe the effect of existing or
probable governmental regulations on your business. See Item 101(h) (4) (viii), (ix) and
(xi) of Regulation S -K.

Mr. Brad Juneau
Contango Ore Inc.
January 9 , 201 4
Page 2

Location and Access to Our Properties, page 23

2. Please modify your filing and disclose the information required under paragraph  (b) of
Industry Guide 7 for all your material properties listed under this heading.  For any
properties identified that are not material, please include a statement to that effect,
clarifying your intentions.  For each material property, include the follo wing information:

 The location and means of access to your property, including the modes of
transportation utilized to and from the property.

 Any conditions that must be met in order to obtain or retain title to the property,
whether you have surface and /or mineral rights.

 A brief description  of the rock formations and mineralization of existing or potential
economic significance on the property.

 A description of any work completed on the property  and its present condition.

 The details as to modernization and physical condition of the plant and equipment,
including subsurface improvements and equipment.

 A description of equipment, infrastructure, and other facilities.

 The current state of exploration of the property.

 The total costs incurre d to date and all planned future costs.

 The source of power and water that can be utilized at the property.

 If applicable, provide a clear statement that the property is without known reserves
and the proposed program is exploratory in nature.

You may r efer to Industry Guide 7, paragraphs (b) (1) through (5), for specific guidance
pertaining to the foregoing, available on our website at the following address :
www.sec.gov/about/forms/indust ryguides.pdf

3. We note an empty graphic box in you r filing and believe this may have been a map.
Please revise your filing and insert a small -scale map showing the location and access to
each material property, as required by Instruction 3(b) to Item 102 of Regulation S -K.
Please note the EDGAR program now accepts Adobe PDF files and digital maps, so
please include these maps in any amendments that are uploaded to EDGAR.  It is
relatively easy to include automatic links at the appropriate locations within the document
to GIF or JPEG files, which will allow figures and diagrams to appear in the right
location when the document is v iewed on the Internet.  For more information, please

Mr. Brad Juneau
Contango Ore Inc.
January 9 , 201 4
Page 3

 consult the EDGAR manual, and if additional assistance is required, please call Filer
Support at (202) 551 -3600 for Post -Acceptance Filing Issues or (202) 551 -8900 for Pre -
Acceptance Filing Issues. We be lieve the guidance in Instruction 3(b) of Rule 102 of
Regulation S -K would generally require maps and drawings to comply with the following
features :

 A legend or explanation showing, by means of pattern or symbol, every pattern or
symbol used on the map o r drawing.

 A graphical bar scale should be included.  Additional representations of scale such as
"one inch equals one mile" may be utilized provided the original scale of the map has
not been altered.

 A north arrow.

 An index map showing where the property is situated in relationship to the state or
province, etc., in which it was 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 with any map, the identity of
the geologist or engineer that prepared such data.

Any drawing should be simple enough or of sufficiently large scale to clearly show all
features on the drawing.

4. It appears you should also amend your filing and expand your disclosure concerning the
explorat ion plans for the properties to address the following points.

 Disclose a brief geological justification for each of the exploration projects written in
non-technical language.

 Give a breakdown of the exploration timetable and budget, including estimated
amounts that will be required for each exploration activity, such as geophysics,
geochemistry, surface sampling, drilling, etc. for each prospect.

 If there is a phased program planned, briefly outline all phases.

 If there are no current detailed plans to  conduct exploration on the property,  disclose
this prominently .

 Disclose how the exploration program will be funded.

 Identify who will be conducting any proposed exploration work, and discuss what
their qualifications are.

Mr. Brad Juneau
Contango Ore Inc.
January 9 , 201 4
Page 4

5. Detailed sampling provides  the basis for the quality estimate or grade of your mineral
discovery.  Please revise your filing and provide a brief description of your sample
collection in your amended filing along with your sample preparation and the analytical
procedures used to develo p your analytical results.  In addition, please disclose any
Quality Assurance/Quality Control (QA/QC) protocols you have developed for your
exploration program.  These procedures would serve to inform potential investors
regarding your sample collection a nd preparation, assay controls, sample custody, assay
precision and accuracy procedures and protocols.

6. We recommend that a brief description of the QA/QC protocols be provided to inform
readers regarding sample preparation, controls, custody, assay precis ion and accuracy as
it relates to your exploration plans.  This would apply to exploration and operational
analytical procedures.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the  filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accura cy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

You may contact George Schuler, Mining Engineer, at (202) 551 -3718 with questions
about the engineering comments.  Please contact me at (202) 551 -3795 with any other questions.

Sincerely,

        /s/ John Reynolds

John Reynolds
Assistant Director

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

November 29, 2010
 Mr. Kenneth R. Peak Chairman, Chief Executive Officer and President Contango ORE, Inc.  3700 Buffalo Speedway, Suite 960 Houston, Texas 77098
 Re: Contango ORE, Inc.
Amendment No. 2 to Registrati on Statement on Form 10
Filed November 26, 2010
File No. 000-54136

Dear Mr. Peak:
We have completed our review of your Form  10 and related filings and have no further
comments at this time.          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

CORRESP
1
filename1.htm

Correspondence

 Contango ORE, Inc.

3700 Buffalo Speedway, Suite 960

 Houston, Texas 77098

 November 26, 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.

 Amendment No. 1 to Form 10 filed November 12, 2010 (File No. 000-54136)

 Responses to SEC Staff comments made by letter dated November 24, 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 November 24, 2010 (the “Comment Letter”), in connection with the Company’s Amendment No. 1 to Form 10 (File No.
000-54136), filed on November 12, 2010 (Amendment No. 1). 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. 2 to Form 10 (“Amendment
No. 2”), 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. 2, marked to reflect changes against Amendment No. 1 to the Form 10, are being delivered to you.

 General

 1. We note your response to prior comment 3. Please explain why you have not
filed the Amended and Restated Conveyance of Overriding Royalty Interest.

 Company Response:

The Amended and Restated Conveyance of Overriding Royalty Interest is not a material agreement to the Company and, therefore, it was not included in the
Exhibit list and not filed as an Exhibit to Amendment No. 1. There are several overriding royalty interest conveyance documents to JEX providing for an aggregate of a 3% overriding royalty interest in the

 November 26, 2010

 Page 2

Properties which are being recorded in several different recording districts in the State of Alaska. References to specific conveyance documents and the definition has been deleted on page 1 of
Amendment No. 2.

 2. We note that as disclosed in the Mineral Lease filed as Exhibit 10.1 Juneau Exploration Company’s address is
listed as 3700 Buffalo Speedway, Suite 730, Houston, Texas 77098, which is the same address as Contango ORE as listed in the Contribution Agreement filed in Exhibit 10.4. Please disclose any affiliation between Contango Oil & Gas,
Contango Mining, Contango ORE, their executive officers and directors, and Juneau Exploration Company, Juneau Exploration, L.P., or their affiliates and their executive officers, directors, members and/or partners.

Company Response:

 The
Contribution Agreement contains a typographical error listing the Company’s address as 3700 Buffalo Speedway, Suite 730, Houston, Texas 77098. Contango ORE, Inc. is located in Suite 960. There is no affiliation between the officers, directors,
members and/or partners of Juneau Exploration, L.P and its affiliates and the officers, directors, members and/or partners of Contango Oil & Gas Company and its affiliates. We have corrected this typographical error in the Contribution
Agreement.

 Our Business, page 1

 3. In discussing your exploration strategy, please also provide the information included in your response to prior comment 8.

 Company Response:

 The Company has revised the disclosure regarding its exploration
strategy to include the information in its response to prior comment 8 in response to the Staff’s comments. See page 2 of Amendment No. 2.

 State of Alaska Exploration, page 4

 4. We note your response number 9. Indicate
the price at which JEX acquired the Tetlin Lease and, if different from the price at which it was sold to Contango, explain how the price to Contango was determined.

 Company Response:

 The Company believes that JEX had invested approximately
$1,000,000 in exploratory and related work on the Tetlin Lease when Contango Mining acquired a 50% interest in the Tetlin Lease. Under the terms of the Joint Exploration Agreement, Contango Mining was obligated to bear the next $2 million of
expenses incurred on further exploratory and related work, with JEX and Contango Mining sharing expenses equally thereafter. Terms and conditions, including price, of all agreements between JEX and Contango Oil & Gas Company and their
respective affiliates are determined by arm’s-length negotiation. See pages 4 and 5 of Amendment No. 2.

 November 26, 2010

 Page 3

 Rare Earth Minerals, page 5

 5. We note your response to prior comment 11. Please amend your registration statement to provide the descriptions of the surveys and the hyperlinks to their electronic availability as hosted by the
USGS.

 Company Response:

 The Company has revised the disclosure to include the descriptions of the surveys and the hyperlinks to their electronic availability. See page 6 of Amendment No. 2.

6. You disclose that the surveys indicated ‘strong” uranium deposits. Please clarify where within the NURE database Alaska quadrangles the
100,800 acres that you control and expect to begin exploratory work for REEs are located, and how you determined that their sediment and water samples evidenced “strong” uranium deposits.

Company Response:

 The Company
has revised the disclosure regarding the REE surveys to indicate the presence of “anomalous” uranium and not ‘strong uranium deposits.” See page 6 of Amendment No. 2. The Company has added the relevant quadrangles to the REE
mining claims identified in Item 3—“Properties” beginning on page 26 of Amendment No. 2.

 In connection with the
Company’s response to the Staff’s comments, the Company hereby acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of
the United States.

*        *        *

 If you have any questions regarding the responses set forth herein or require additional information, please
do not hesitate to contact me at (713) 960-1901 or Richard A. Shortz, Esq., of Morgan, Lewis & Bockius LLP, at (213) 612-2526.

 Sincerely,

 /s/ Kenneth R. Peak

 Kenneth R. Peak

 Chairman, Chief Executive Officer and President

cc:
Richard A. Shortz, Esq.

 Kevin Dougherty

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

November 24, 2010
 Mr. Sergio Castro Vice President, Chief Financ ial Officer and Secretary
Contango ORE, Inc.  3700 Buffalo Speedway, Suite 960 Houston, Texas 77098
 Re: Contango ORE, Inc.
Amendment No. 1 to Registrati on Statement on Form 10
Filed November 12, 2010
File No. 000-54136

Dear Mr. Castro:
We have reviewed your amended filing a nd response letter filed on November 12, 2010
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. We note your response to prior comment 3.  Please explain why you have not filed the
Amended and Restated Conveyance of  Overriding Royalty Interest.
 2. We note that as disclosed in the Mineral Lease filed as Exhibit 10.1 Juneau Exploration Company’s address is list ed as 3700 Buffalo Speedway, Suite 730, Houston, Texas
77098, which is the same address as Cont ango ORE as listed in the Contribution
Agreement filed in Exhibit 10.4.  Please disc lose any affiliation between Contango Oil &
Gas, Contango Mining, Contango ORE, their ex ecutive officers and directors, and Juneau
Exploration Company, Juneau E xploration, L.P., or their a ffiliates and their executive
officers, directors, memb ers and/or partners.

Mr. Sergio Castro
Contango ORE, Inc.
November 24, 2010 Page 2  Our Business, page 1

3. In discussing your exploration strategy, pleas e also provide the information included in
your response to prior comment 8.

State of Alaska Exploration, page 4
 4. We note your response number 9.  Indicate th e price at which JEX acquired the Tetlin
Lease and, if different from the price at wh ich it was sold to Contango, explain how the
price to Contango was determined.
 Rare Earth Minerals, page 5

 5. We note your response to prior comment 11.  Pl ease amend your registration statement to
provide the descriptions of the surveys and the hyperlinks to their electronic availability
as hosted by the USGS.
 6. You disclose that the surveys indicated “s trong” uranium deposits.  Please clarify where
within the NURE database Alaska quadrangles the 100,800 acres th at you control and
expect to begin exploratory work for REEs  are located, and how you determined that
their sediment and water samples evidenced “strong” uranium deposits.

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.

Mr. Sergio Castro
Contango ORE, Inc.  November 24, 2010 Page 3
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) 551-3740.            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

CORRESP
1
filename1.htm

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.

 November 12, 2010

  Page
 2

 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.

 November 12, 2010

  Page
 3

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

 November 12, 2010

  Page
 4

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.

 November 12, 2010

  Page
 5

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.

 November 12, 2010

  Page
 6

 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.

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