Amendment No.2 to the Credit and Guarantee Agreement, dated August15, 2023, by and among the Borrower, the Guarantors, each of the lenders party hereto from time to time, the administrative agent and the collateral agent

Exhibit 10.6

EXECUTION VERSION

AMENDMENT NO. 2 TO CREDIT AND GUARANTEE AGREEMENT, dated as of August 15, 2023 (this “Amendment”), among CORE ALASKA, LLC, a Delaware limited liability company (the “Borrower”), CONTANGO ORE, INC., a Delaware corporation (“Contango”), ALASKA GOLD TORRENT, LLC, an Alaska limited liability company (“AGT”) and CONTANGO MINERALS ALASKA, LLC, an Alaska limited liability company (“CMA”), together with Contango and AGT, the “Guarantors”) and ING CAPITAL LLC, in its capacity as administrative agent (the “Administrative Agent) (with the consent of the Required Lenders (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, the “Existing Credit Agreement” and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, pursuant to Section 6.14(a) (Fiscal Year; Accounting Changes) of the Credit Agreement, each Loan Party shall not permit the last day of its Fiscal Year to end on a day other than June 30;

WHEREAS, pursuant to Section 7.01(z) (Events of Default) of the Existing Credit Agreement, it shall constitute an Event of Default if the conditions precedent set out in Sections 3.02(h) and (i) (the “Relevant Conditions”) shall not have occurred on or prior to the date that is within ninety (90) days of the Closing Date;

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 Administrative Agent with the consent of the Required Lenders; and

WHEREAS, the Borrower hereby requests the Required Lenders to amend the Existing Credit Agreement to (i) subject to the approval of Borrower’s shareholders, amend the last day of the Fiscal Year of each Loan Party to December 31 (the “Fiscal Year Amendment”) and (ii) extend the period of time during which the Relevant Conditions shall be satisfied by a period of an additional twenty (20) days.

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

SECTION 1.    Certain Defined Terms. Unless otherwise defined herein, all capitalized terms used herein (including the recitals hereto) shall have the respective meanings defined in the Credit Agreement. The rules of interpretation contained in Section 1.02 (Terms Generally) of the Credit Agreement are hereby incorporated by reference herein mutatis mutandis as if fully set forth herein.

SECTION 2.    Amendment. With effect as of the Effective Date (as defined below), subject to the terms and conditions set forth herein, the Required Lenders hereby agree to amend the Credit Agreement as follows:

(a)    Subject to the approval of Borrower’s shareholders (“Shareholder Approval”), the definition of “Fiscal Year” in Section 1.01 (Defined Terms) of the Existing Credit Agreement shall be amended to delete the reference in such definition to “June 30” and replace such reference with “December 31”;

(b)    Each of Sections 3.02(h) (Conditions to All Borrowings), 3.02(i) (Conditions to All Borrowings), and 7.01(z) (Events of Default) of the Existing Credit Agreement shall be amended to delete each reference to “ninety (90)” and replace such reference with “one hundred ten (110)”; and

(c)    Subject to Shareholder Approval, Section 6.14(a) (Fiscal Year; Accounting Changes) of the Existing Credit Agreement shall be amended to delete the reference in such Section to “June 30” and replace such reference with “December 31”.

SECTION 3.    Representations and Warranties. Each of the Borrower and the Guarantors hereby represents and warrants on the date hereof and on the Effective Date (as defined below):

(a)    each Loan Party (i) has been duly incorporated or formed and is validly existing under the laws of its incorporation or formation, as applicable (ii) is duly qualified, registered or licensed in all jurisdictions where its ownership, lease or operation of its properties or the nature of its business makes such qualification, registration or licensing necessary or where failure to be in such standing or so qualified, registered or licensed would not reasonably be expected to have a Material Adverse Effect, (iii) has all requisite corporate capacity, power and authority to own, hold under license or lease its properties, and to carry on its business as now conducted and as proposed to be conducted in all material respects, and (iv) has all necessary organizational capacity to enter into, and carry out the transactions contemplated by, this Amendment and the other Loan Documents to which it is a party;

(b)    the execution, delivery and performance by each Loan Party of this Amendment and all necessary action, corporate or otherwise, has been taken to authorize the execution, delivery and performance by such Loan Party of this Amendment;

(c)    (i) each Loan Party has duly executed and delivered this Amendment and (ii) this Amendment will constitute a legal, valid and binding obligation of such Loan Party, enforceable against it in accordance with its terms, except to the extent that the enforceability thereof may be limited by (A) applicable bankruptcy, insolvency, moratorium, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and (B) the fact that the courts may deny the granting or enforcement of equitable remedies;

(d)    the execution, delivery and performance by each Loan Party of this Amendment, and the consummation of the transactions contemplated herein, do not and will not conflict with, result in any breach or violation of, or constitute a default under, (i) the terms, conditions or provisions of, the charter or Constituent Documents or bylaws of, partnership agreements or declaration relating thereto, such Loan Party, (ii) any law, regulation, judgment, decree or order binding on or applicable to such Loan Party (including Regulation X of the Board of Governors of the Federal Reserve System) or any order, writ, judgment, injunction, decree, determination or award applicable to or binding on or affecting such Loan Party or any of its properties, or (iii) any material agreement binding on or affecting such Loan Party, or (iv) other than as contemplated by the Loan Documents, result in, or require the creation or imposition of any Liens on any property or assets of any Loan Party;

(e)    no Governmental Authorization and no consent, notice or other similar action of, to, or by, or filing with, any Governmental Authority or any other third party is required for the due execution, delivery, recordation, filing or performance by any Loan Party of this Amendment, except for the authorizations, approvals, actions, notices and filings, which have been duly obtained, taken, given or made and are in full force and effect and are final and non-appealable; and

(f)    no Default of Event or Default has occurred and is continuing.

SECTION 4.    Conditions Precedent to the Effective Date. This Amendment shall become effective upon the date (the “Effective Date”) on which the following conditions have been met:

(a)    the Administrative Agent shall have received counterparts hereof duly executed and delivered by the Parties; and

(b)    each representation and warranty set forth in Section 3 (Representations and Warranties) above is true, correct and complete in all material respects.

SECTION 5.    Covenant. The Loan Parties shall promptly (and in any case within five (5) Business Days) notify the Administrative Agent and each Lender (i) upon obtaining the Shareholder Approval and (ii) of the date Fiscal Year Amendment is to take effect.

SECTION 6.    Loan Document; Ratification of Credit Agreement; Etc.

(a)    This Amendment shall be deemed a Loan Document under the Credit Agreement and the other Loan Documents.

(b)    The Credit Agreement is, and shall continue to be, in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the forgoing, the parties hereto hereby acknowledge and agree that: (i) notwithstanding the effectiveness of this Amendment, each Loan Document to which such party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, and (ii) the Loan Documents to which such Party is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Obligations.

(c)    The execution, delivery, and effectiveness of this Amendment shall not (i) operate as a waiver of any right, power, or remedy of any Secured Party under any of the Loan Documents, nor, except as expressly set forth herein, constitute a waiver of any provision of any of the Loan Documents, or (ii) prejudice any other right, power, or remedy that the Secured Parties now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents.

(d)    Notwithstanding anything contained herein, the consent specified in this Amendment (i) is limited as specified and related solely to the matters contemplated hereby in the manner and to the extent described herein, (ii) shall not be effective for any other purpose or transaction and (iii) does not constitute a basis for any subsequent amendment, modification, waiver or consent in respect of the terms and conditions of the Loan Documents.

(e)    The Loan Parties hereby confirm that each of the Collateral Documents to which such Loan Party is a party remains in full force and effect and is hereby ratified and confirmed and reaffirm the grants of security interest in each of the Collateral Documents to which such Loan Party is a party.

(f)    The Required Lenders party hereto hereby direct and instruct the Administrative Agent to execute and deliver this Amendment and to perform its obligations hereunder. The Administrative Agent and the Required Lenders hereby consent to an amendment to the Deposit Account Control Agreement dated as of May 17, 2023 by and among the Borrower, the Collateral Agent and Macquarie Bank Limited and the Security Agreement, in form and substance satisfactory to the Required Lenders.

SECTION 7.    Headings. The headings contained herein are for convenience of reference only and do not constitute part of this Amendment.

SECTION 8.    Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted pursuant to the Loan Documents.

SECTION 9.    Counterparts; Entire Agreement. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which, when executed and delivered, shall be effective for purposes of binding the parties hereto, but all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or other electronic transmission (i.e., a “pdf” or “tif”), including email, shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of like import shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be. This Amendment constitutes the entire agreement and understanding of the parties hereto relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, of the parties hereto relating to the subject matter hereof.

SECTION 10.    Incorporation by Reference. The provisions of Sections 10.07 (Severability), 10.09 (Governing Law; Jurisdiction; etc.) and 10.10 (Waiver of Jury Trial) of the Credit Agreement are hereby incorporated by reference, mutatis mutandis, and shall apply as if fully set forth herein.

[Signature page follows.]

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

CORE ALASKA, LLC,
as Borrower

By:
       /s/ Rick Van Nieuwenhuyse                  
Name:        Rick Van Nieuwenhuyse
Title:          President and Chief Executive Officer

CONTANGO ORE, INC.,
as Guarantor

By:
       /s/ Rick Van Nieuwenhuyse                  
Name:        Rick Van Nieuwenhuyse
Title:          President and Chief Executive Officer

ALASKA GOLD TORRENT, LLC,
as Guarantor

By:
       /s/ Rick Van Nieuwenhuyse                  
Name:        Rick Van Nieuwenhuyse
Title:          President and Chief Executive Officer

CONTANGO MINERALS ALASKA, LLC,
as Guarantor

By:
       /s/ Rick Van Nieuwenhuyse                  
Name:        Rick Van Nieuwenhuyse
Title:          President and Chief Executive Officer

ING CAPITAL LLC,
as Administrative Agent

By:
       /s/ Brian Gorski                                     
Name:        Brian Gorski 
Title:          Director

By:
       /s/ Remco Meeuwis                               
Name:        Remco Meeuwis 
Title:          Director