AMENDMENT NO. 11 AND WAIVER NO. 8 TO CREDIT AND GUARANTEE AGREEMENT, dated as of February 17, 2025 (this “Agreement”), among CORE ALASKA, LLC, a Delaware limited liability company (the “Borrower”), CONTANGO ORE, INC., a Delaware corporation (“Contango”), CONTANGO LUCKY SHOT ALASKA, LLC (f/k/a/ ALASKA GOLD TORRENT, LLC), an Alaska limited liability company (“CLSA”), CONTANGO MINERALS ALASKA, LLC, an Alaska limited liability company (“CMA”) and CONTANGO MINING CANADA, INC., a British Columbia corporation (“CMC” and together with Contango, CLSA and CMA, the “Guarantors”) and ING CAPITAL LLC, in its capacity as administrative agent (the “Administrative Agent”) (with the consent of each Lender (as defined below in the Credit Agreement referred to below)).

RECITALS:

WHEREAS, the Borrower has entered into that certain Credit and Guarantee Agreement, dated as of May 17, 2023, with the Administrative Agent, the Collateral Agent, the lenders (the “Lenders”) party thereto from time to time, the Guarantors, ING Capital LLC and Macquarie Bank Limited, as Mandated Lead Arrangers and ING Capital LLC, as Bookrunner (as amended pursuant to Amendment No. 1 dated as of July 17, 2023, Amendment No. 2 dated as of August 15, 2023 Amendment No. 3 dated as of December 31, 2023, Amendment No. 4 dated as of January 31, 2024, Amendment No. 5 dated as of February 16, 2024, Amendment No. 6 dated as of April 30, 2024, Amendment No. 7 dated as of June 28, 2024, Amendment No. 8 dated as of July 30, 2024, Amendment No. 9 dated as of September 30, 2024 and Amendment No. 10 dated as of October 31, 2024, the “Existing Credit Agreement”, and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Borrower hereby requests the Lenders to (a) amend the Existing Credit Agreement as further set forth in Section 2 (Amendments) herein and (b) provide certain waivers to the Credit Agreement as further set forth in Section 3 (Waivers) herein; and

WHEREAS, pursuant to Section 10.02(b) (Amendments, etc.) of the Credit Agreement, no amendment or waiver of any provision of the Credit Agreement, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing executed by each Loan Party and the Required Lenders (or each Lender, as the case may be), and acknowledged by the Administrative Agent, or by each Loan Party and the Administrative Agent with the consent of the Required Lenders (or each Lender, as the case may be); and

NOW, THEREFORE, in consideration of the premises and agreements, and provisions herein contained, the parties hereto agree as follows:

[Signature page follows.]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer(s) to execute and deliver this Agreement as of the date first written above.

CORE ALASKA, LLC,
as Borrower

By:

Name: Rick Van Nieuwenhuyse
Title: President and Chief Executive Officer

CONTANGO ORE, INC.,
as Guarantor

By:

Name: Rick Van Nieuwenhuyse
Title: President and Chief Executive Officer

CONTANGO LUCKY SHOT ALASKA, LLC,
as Guarantor

By:

Name: Rick Van Nieuwenhuyse
Title: President and Chief Executive Officer

CONTANGO MINERALS ALASKA, LLC,
as Guarantor

By:

Name: Rick Van Nieuwenhuyse
Title: President and Chief Executive Officer

CONTANGO MINING CANADA INC.,
as Guarantor

By:

Name: Rick Van Nieuwenhuyse
Title: Chief Executive Officer

ING CAPITAL LLC,
as Administrative Agent

By:

Name:
Title:

By:

Name:
Title:

EXHIBIT A-1

Amendments to Existing Credit Agreement

Section 1.01 Defined Terms.

“Accounts” means, collectively, the Proceeds Account, the Debt Service Reserve Account, each Metals Account and the accounts set forth on Schedule 4.01(cc), which Accounts shall be subject to a first priority Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“Amendment Agreement Effective Date” means February 17, 2025.

“Applicable Margin” means, (a) up to and including the Project Completion Date, 6.00% per annum and (b) thereafter, 5.00% per annum.

“Debt Service Reserve Account” means the U.S. Dollar denominated account of the Borrower # 11180205 opened with the Account Bank.

“DSR Required Balance” means (a) on or prior October 31, 2024, $5,000,000 and (b) thereafter, all principal and interest in respect of Loans required to be paid by the Borrower under the Loan Documents scheduled to be due during any three (3) month period commencing from (and excluding) any Payment Date up to (but including) the immediately succeeding Payment Date and occurring on or before the Maturity Date, as set forth in the then current Base Case Financial Model as confirmed by the Administrative Agent (acting at the direction of the Required Lenders).

“Excess Cash” means, as of any date of determination, the lowest amount of any Cash and Cash Equivalents in excess of ten million U.S. Dollars ($10,000,000) on deposit or projected to be on deposit in the Proceeds Account in accordance with the then-current Base Case Financial Model from such date until the Maturity Date and calculated on a pro forma basis pursuant to such Base Case Financial Model at a gold price level for unhedged production in an amount equal to the lesser of (i) the Gold Market Price, or (ii) two thousand six hundred U.S. Dollars ($2,600) per troy ounce of gold.

“Historic Debt Service Coverage Ratio” means, as of any date of determination, the ratio of (a) the sum of (i) the aggregate amount of Available Cash Flow during the applicable Historic DSCR Measurement Periods and (ii) the amount of Cash and Cash Equivalents on deposit in the Proceeds Account on the last day of the immediately preceding Historic DSCR Measurement Period, to (b) the aggregate of all principal, interest, fees, expenses and other amounts in respect of Loans required to be paid by the Borrower under the Loan Documents during the applicable Historic DSCR Measurement Period immediately preceding such Calculation Date.

“Loan Life Coverage Ratio” means, as of any date, the ratio of (a) the sum of (i) the net present value of the projected Available Cash Flow (as reflected in the then current Base Case Financial Model) until the Maturity Date, discounted by the Discount Rate and (ii) the amount of Cash and Cash Equivalents on deposit in the Proceeds Account on the day immediately preceding such Payment Date to (b) the principal amount of the outstanding Loans on the date of

calculation less the amounts then standing to the credit of the Debt Service Reserve Account. In calculating the Loan Life Coverage Ratio it shall be assumed that all payment and all transfers among the Proceeds Account and the Debt Service Reserve Account due to be made are in fact made.

“Maturity Date” means December 31, 2026June 30, 2027.

“Minimum Liquidity Level” means, as of any date of determination and calculated on a pro forma basis pursuant to the Base Case Financial Model at a gold price level for unhedged production in an amount equal to the lesser of (i) the Gold Market Price, or (ii) two thousand six hundred U.S. Dollars ($2,600) per troy ounce of gold, such Base Case Financial Model shall show, on each Calculation Date from such date of determination until the Maturity Date, an amount on deposit in the Proceeds Account equal to at least five million U.S. Dollars ($5,000,000).

“Permitted Investments” means (a) interest-bearing overnight deposits accepted or guaranteed by a commercial bank with a rating of at least A3 from Moody’s or A- from S&P or Fitch, (b) interest-bearing time deposits with, in the case of the Proceeds Account and the Debt Service Reserve Account, the Account Bank, and in the case of other Accounts of the Loan Parties, the bank where such accounts are maintained, (c) after the Project Completion Date, Investments of cash contributions of equity to Contango in an amount for each Fiscal Year not to exceed the sum of, without duplication, (i) cash contributions of equity to Contango required to be made to fund the Borrower’s share of the anticipated Operating Costs of the Project Company based on the then-current Program and Budget for such Fiscal Year plus (ii) Corporate Costs based on the then-current Corporate Budget for such Fiscal Year plus (iii) $2,000,000 annually; (d) Investments by the Borrower in the Project Company, (e) subject to the limitations set forth in this Agreement, Investment by the Loan Parties in other Loan Parties (except for Investment in Contango) or (f) otherwise approved by Required Lenders.

“Project Completion Longstop Date” means July 31, 2025 or such later date as may be agreed to between the Borrower and all Lendersthe one-year anniversary of the Amendment Agreement Effective Date.

“Project Life Coverage Ratio” means as of any date, the ratio of (a) the net present value of the projected Available Cash Flow (as reflected in the then current Base Case Financial Model) until the end of the then-existing Mine Plan, discounted by the Discount Rate to (b) the principal amount of the outstanding Loans less the amounts then standing to the credit of the Debt Service Reserve Account.

“Projected Debt Service Coverage Ratio” means, as of any date of determination, the ratio calculated as of each Payment Date of (a) the sum of (i) the aggregate of projected Available Cash Flow (as reflected in the then current Base Case Financial Model) for each successive three (3) calendar-month period ending on such Payment Date until the Maturity Date and (ii) the amount of Cash and Cash Equivalents on deposit in the Proceeds Account on the day immediately preceding such Payment Date, and (b) the aggregate of all principal, interest, fees, expenses and other amounts in respect of Loans for each such successive three (3) calendar-month period ending on such Payment Date until the Maturity Date.

Section 2.06 Repayment of Loans.

Section 5.21 Required Hedge Agreements. The Borrower shall:

(a) no later than the date of the second Borrowing, enter into and maintain at all times thereafter the Hedge Agreements with the Lenders or Affiliates of the Lenders in respect of 124,60086,739 ounces of gold in form and substance satisfactory to the Lenders

(acting reasonably) and reflecting the terms set forth on Schedule 6.15 until the Maturity Date; and

(b) in connection with any payments for the account of Hedge Providers under the Permitted Hedge Agreements from Excess Cash as may be required pursuant to Section 5.20(c)(ix)(y), terminate scheduled deliveries under the Required Hedge Agreements in inverse order of scheduled delivery date such that the resulting termination, liquidation and other payments under such Required Hedge Agreements equals the amount of such required payments to the Hedge Providers pursuant to such Section 5.20(c)(ix)(y).

Section 5.22 Financial Covenants. The Borrower shall ensure that:

(a) from and after the first Calculation Date occurring after the Commercial Operation Date, the Historic Debt Service Coverage Ratio for each Historic DSCR Measurement Period is no less than 1.302.00:1;

(b) the Projected Debt Service Coverage Ratio for each Calculation Date until the Maturity Date is not less than 1.302.00:1;

(c) from and after the Calculation Date occurring on December 31, 2025, the Loan Life Coverage Ratio for each Calculation Date until the Maturity Date is no less than 1.40:1;

(d) the Project Life Coverage Ratio for each Calculation Date until the Project Termination Date is no less than 1.70:1; and

(e) the Reserve Tail Ratio for each Calculation Date until the Maturity Date is no less than 25%; and

(f) from and after the Calculation Date occurring on September 30, 2025, it is in compliance with the Minimum Liquidity Level on each Calculation Date until the Maturity Date.

EXHIBIT A-2

Amendments to Existing Credit Agreement

“(b) the excess, if any, of (i) Corporate Costs paid or projected to be paid during such period less (ii) any funds raised by Contango through the issuance of Equity Interests and designated and available for use to pay Corporate Costs in accordance with the Corporate Budget; less

“(d) The amount of Cash and Cash Equivalents on deposit in the Debt Service ReserveProceeds Account is at least equal to the DSR Required Balanceten million U.S. Dollars ($10,000,000);”

“(k) The Borrower is in compliance with the Minimum Liquidity Level;”

“(c) Withdrawals and Transfers from the Proceeds Account. The Borrower shall, with the prior written consent of each Lender, request the Collateral Agent to instruct the Account Bank to transfer amounts from the Proceeds Account, to the extent available therein, pursuant to a written direction

delivered to the Lenders not later than five (5) Business Days prior to each Payment Date, certifying that the withdrawals and transfers requested therein are in compliance with the Corporate Budget and the Base Case Financial Model (unless otherwise specified by the Collateral Agent, attaching copies of invoices or other documentation reasonably acceptable to the Collateral Agent in respect of such transfers), to make the following payments in the following order of priority (it being agreed that, absent a request from the Borrower, the Collateral Agent (for and on behalf of the Secured Parties) shall have the right, but not the obligation to deliver an instruction to the Account Bank to make the transfers contemplated in priorities first through tenth, the “Cash Flow Waterfall”):

(i) first, to fund the Project Company’s capital calls that are then due and payable;

(ii) second, (pro rata, to the extent there are insufficient funds) (A) to each Agent, to pay any and all fees, costs, expenses and indemnification payments constituting Obligations and all other amounts that are then due and payable to any Agent under and in accordance with the Loan Documents and then (B) to each Lender and each Hedge Provider, to pay any and all fees, costs, expenses and indemnification payments constituting Obligations and all other amounts that are then due and payable to such Lender and Hedge Provider under and in accordance with the Loan Documents;

(iii) third, (pro rata, to the extent there are insufficient funds) on each Payment Date (i) to the Administrative Agent, for account of the Lenders, any and all interest and fees constituting Obligations that are then due and payable and (ii) to the Hedge Providers, the ordinary course settlement amounts payable by the Borrower during such period pursuant to the Permitted Hedge Agreements;

(iv) fourth, (pro rata, to the extent there are insufficient funds) on each Payment Date (i) to the Administrative Agent, for the account of the Lenders, an aggregate principal amount of the Loans equal to the amount set forth on Schedule 2.06 for such Payment Date and (ii) to the Hedge Providers, the termination, liquidation and other payments under the Permitted Hedge Agreement;

(v) fifth, on each Payment Date, subject to the Satisfaction of the Minimum Liquidity Level in accordance with Section 5.22(f), to pay Corporate Costs (other than those referred to in clauses (a)(v) and (b) of the definition thereof) and Capital Expenditures (or withdraw and transfer to one or more of the accounts set forth on Schedule 4.01(cc) for further payment of such Corporate Costs and Capital Expenditure), in each case, in accordance with the then current Base Case Financial Model;

(vi) sixth, to transfer an amount equal to (x) the Deferred Amount, or (y) the amount of the outstanding Liquidity Buffer Loans, to the Administrative Agent, for the account of the Lenders, to prepay the Loans;

(vii) seventh, on each Payment Date (starting with the first Payment Date immediately after the Reserve Account Funding Start Date), to the Debt Service Reserve Account, the amount necessary to maintain the DSR Required Balance[Reserved];

(viii) eighth, on each date that is ten (10) Business Days after each Payment Date, pay interest of Convertible Debentures due and payable and make other payments of Permitted Debt described in clauses (d) through (i) of the definition thereof that are then due and payable and are included in the then-current Corporate Budget;

(ix) ninth, on each Payment Date commencing with the first Payment Date immediately after the Amendment Agreement Effective Date and subject to the satisfaction of the Minimum Liquidity Level in accordance with Section 5.22(f), to transfer (A) until all aggregate principal Loan amounts scheduled to be due and payable and all termination, liquidation or other payments in respect of deliveries scheduled to be made under the Required Hedge Agreements, in each case, on a Payment Date occurring in 2027 have been repaid or paid (as the case may be) in full, an amount equal to 35% of amounts remaining on the Proceeds Accountany Excess Cash as of such Payment Date and (B) thereafter until the Maturity Date, an amount equal to thirty-five percent (35%) of any Excess Cash as of such Payment Date, in each case, after the application of funds provided in clauses first through eighth, to the Administrative Agent, on a pro rata basis (which shall be calculated based on the sum of the aggregate principal amount of Loans outstanding and the mark to market value of each Required Hedge Agreement as of such Payment Date) for application in inverse order of maturity or scheduled delivery date, as applicable, (x) for the account of the Lenders, to prepay the Loans and (y) for the account of the Hedge Providers, to pay any termination, liquidation and other payments under the Permitted Hedge Agreement terminated pursuant to Section 5.21(b); and

(x) tenth, the balance, if any, subject to the satisfaction of the Restricted Payment Conditions, to make Restricted Payments.”; and

“(x) reduce the amount of, or change the order of application of Net Cash Proceeds or other amounts required to be applied to prepay the Loans (including reducing or removing the percentage set forth in Section 5.20(c)(ix) and the amount set

forth in the definition of “Excess Cash”), without the written consent of each Lender directly and adversely affected thereby;”.

EXHIBIT B

Amended Schedule 2.06 (Loan Amortization Schedule)

SCHEDULE 2.06

Loan Amortization Schedule

EXHIBIT C

Amended Schedule 4.01(cc) (Existing Accounts)

SCHEDULE 4.01(cc)

Existing Accounts

EXHIBIT D

Amended Schedule 6.15 (Hedging Parameters)

SCHEDULE 6.15

Hedging Parameters

Required Hedge Agreements

The Borrower shall execute mandatory Hedge Agreements covering gold price exposure, as set out in the table below and in accordance with the Base Case Financial Model.

The Required Hedge Agreements will be entered into with each Lender or an Affiliate of a Lender pro rata to the respective Lender’s share of the Commitments.

Discretionary hedging

In addition to the Required Hedge Agreements, the Borrower may also execute discretionary Hedge Agreements related to its exposures to gold or silver prices, interest rates, diesel prices and/or foreign exchange currency (each, a “Discretionary Hedge”), subject to the limitations set forth in this Schedule.

(Counterparty) A Discretionary Hedge may only be entered into with a Lender or an Affiliate of a Lender.

(Hedge Limits – Metals) The Borrower shall not enter into Discretionary Hedges hedging more than 75% of gold and not more than 75% of silver in any calendar quarter (with reference to the Base Case Financial Model).

(Hedge Limits – Diesel, FX and Interest Rates) The Borrower shall not enter into Discretionary Hedges hedging more than 100% of diesel, foreign exchange or interest rate exposure in the next calendar quarter (with reference to the Base Case Financial Model) and not more than 70% of diesel, foreign exchange or interest rate exposure in any subsequent calendar quarter.

(Documentation) Each Discretionary Hedge must comply with this Schedule and shall:

(Reporting) The Borrower shall report the terms of Required Hedges and Discretionary Hedges which the Borrower has entered into to the Administrative Agent for monitoring purposes within two Business Days following the Trade Date of any Required Hedge or Discretionary Hedge. In addition, the Borrower shall report within two Business Days to the Administrative Agent the terms of each Required Hedge or Discretionary Hedge that is early terminated or lapses.

EXHIBIT E

Amended Exhibit G (Form of Borrower Project Completion Date Certificate)

Exhibit G
Form of Borrower Project Completion Date Certificate

To: ING Capital LLC,

as Administrative Agent

1133 Avenue of the Americas

New York, NY, 10036

USA
Attention: Remko van de Water; Karel Martinus Odink; ING Capital Loan Agency New York

Email: [email protected]; [email protected]; [email protected]

From: CORE Alaska, LLC, as Borrower

[●], 20[●]

Reference is made to the Credit and Guarantee Agreement, dated as of May 17, 2023, by and among CORE Alaska, LLC, a Delaware limited liability company (the “Borrower”), each of Contango Ore, Inc., a Delaware corporation, Alaska Gold Torrent, LLC, an Alaska limited liability company, and Contango Minerals Alaska, LLC, an Alaska limited liability company, as Guarantors (the “Guarantors”), each of the Lenders (as defined in the Credit Agreement) party thereto from time to time, ING Capital LLC, as administrative agent for the Lenders (in such capacity and together with its successors and assigns in such capacity, the “Administrative Agent”) and Macquarie Bank Limited, as collateral agent for the Secured Parties (as defined in the Credit Agreement) (in such capacity and together with its successors and assigns in such capacity, the “Collateral Agent”) (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

I, the undersigned, do hereby certify that I am a Responsible Officer of the Borrower, and hereby certify on behalf of the Borrower solely in my capacity as a Responsible Officer, and not in my individual capacity that, as of the date hereof:

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first set forth above.

CORE ALASKA, LLC

By:________________________

Name:

Title: