CUSIP No. 21077F100
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13D
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Page
2 of 6 Pages
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1
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NAMES OF REPORTING PERSONS
Royal Gold, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨ (b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
Not applicable
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
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14
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TYPE OF REPORTING PERSON (see instructions)
CO
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CUSIP No. 21077F100
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13D
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Page
3 of 6 Pages
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Item 1.
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Security and Issuer .
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This Amendment No. 5 (the “Amendment No. 5”)
amends the statement on Schedule 13D filed with the SEC on April 16, 2018 (the “Original Schedule 13D”), as
amended by:
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·
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Amendment No. 1 filed on June 29, 2018
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·
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Amendment No. 2 filed on October 4, 2018
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·
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Amendment No. 3 filed on January 22, 2019
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·
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Amendment No. 4 filed on August 2, 2019
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This Amendment No. 5 is filed by the Reporting Person with respect
to the common stock (the “Common Stock”), $0.01 per share par value, of Contango ORE, Inc., a Delaware corporation
(the “Issuer”), with its principal executive offices at 3700 Buffalo Speedway, Suite 925, Houston, Texas 77098.
The Original Schedule 13D, as amended by the amendments listed above, is referred to herein as “Schedule 13D”.
Except as set forth below, all Items of Schedule 13D remain unchanged. Capitalized terms used herein without definition have the
meanings assigned to them in the Schedule 13D.
Item 2.
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Identity and Background.
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Item 2 of Schedule 13D is hereby amended as follows:
Schedule A to the Schedule 13D is amended and restated in its
entirety as set forth as Schedule A hereto and incorporated herein by reference are the names, business addresses, present principal
occupations or employments, and citizenship of each director and executive officer of Royal Gold, Inc.
Item 4.
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Purpose of Transaction.
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Item 4 of Schedule 13D is hereby replaced by the following:
Royal Alaska, LLC, a wholly-owned subsidiary of Royal
Gold, Inc. prior to the closing of the Transaction (as defined below), and CORE Alaska, LLC, a wholly-owned subsidiary of the Issuer, are the members of Peak Gold, LLC, a joint
venture for development of a mining project in Alaska (the “Joint Venture”). CORE Alaska, LLC holds a 60%
membership interest and Royal Alaska, LLC holds a 40% membership interest in the Joint Venture. Under the operating agreement
for the Joint Venture, Royal Alaska, LLC serves as the manager of the Joint Venture and manages, directs, and controls
operations of the Joint Venture.
On September 29, 2020, Royal Gold, Inc. entered into a definitive
purchase agreement (the “Purchase Agreement”) with Skip Sub, Inc., a Delaware corporation and wholly owned subsidiary
of Kinross Gold Corporation (“Kinross”), pursuant to which Kinross agreed to acquire all of the membership interests
of Royal Alaska, LLC for $49,153,840 and 809,744 shares of the Issuer’s common stock for $15 per share, or $12,146,160, from
Royal Gold, Inc. for aggregate cash consideration of $61,300,000 million (the “Transaction”). The Transaction
closed on September 30, 2020.
The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which
is attached as Exhibit 3 hereto and incorporated herein by reference.
Item 5.
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Interest in Securities of the Issuer.
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Items 5(a) and 5(b) of Schedule 13D are hereby replaced by the
following:
(a) – (b) As of the date hereof, the Reporting Person
holds zero shares of Common Stock of the Issuer.
CUSIP No. 21077F100
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13D
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Page
4 of 6 Pages
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As a result of the Transaction, as of September 30, 2020, the Reporting Person ceased to be a beneficial owner of more than five
percent (5%) of the outstanding Common Stock of the Issuer.
To Royal Gold, Inc.’s knowledge, no shares of the Common
Stock are beneficially owned by any of the persons listed on Schedule A to this Schedule 13D.
Item 5(c) of Schedule 13D is hereby replaced by the following:
The sole transaction in the Common Stock by the Reporting Person
during the past 60 days is set forth in Item 4 and is incorporated herein by reference.
Item 5(e) of Schedule 13D is hereby replaced by the following:
Following the closing of the Transaction as described in Item
4, the Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding Common Stock of the Issuer.
Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby replaced by the following:
Except as described in
Items 3, 4 and 5 and in the Purchase Agreement set forth as Exhibits 3 hereto incorporated herein by reference, the Stock Purchase
Agreement and Side Letter incorporated herein by reference and previously set forth as Exhibits 1 and 2 to Schedule 13D, Royal
Gold, Inc. does not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person named
in Item 2 and any person with respect to any securities of the Issuer, including but not limited to, any contract, arrangement,
understanding or relationship concerning the transfer or voting of any securities of the Issuer, finder’s fees, joint ventures,
loan or option arrangements, puts or calls, guaranties of profits, division of profits or loss or the giving or withholding of
proxies.
Item 7.
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Material to be Filed as Exhibits.
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Item 7 of Schedule 13D is hereby amended and supplemented by
adding the following at the end thereof:
CUSIP No. 21077F100
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13D
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Page
5 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 30, 2020
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ROYAL GOLD, INC.
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By:
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/s/
Randy Shefman
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Name:
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Randy Shefman
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Title:
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Vice President and General Counsel
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CUSIP No. 21077F100
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13D
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Page
6 of 6 Pages
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Schedule A
Set forth below
is a list of the directors and executive officers of Royal Gold, Inc., setting forth the business address and present principal
occupation or employment, and the name and address of any corporation or organization in which such employment is conducted, of
each person. To Royal Gold, Inc.’s knowledge, all directors and officers listed below are citizens of the United States,
unless otherwise indicated. Unless otherwise indicated below the business address of each person is c/o Royal Gold, Inc.,
1144 15th Street, Suite 2500, Denver, CO 80202.
Directors of Royal Gold, Inc.
Name
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Present Principal Occupation and Business Address of Such Organization
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William Hayes
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Retired mining executive
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William Heissenbuttel
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President and CEO of Royal Gold, Inc.
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Kevin McArthur
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Retired mining executive
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Jamie Sokalsky*
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Retired mining executive
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Christopher Thompson
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Retired mining executive
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Ronald Vance
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Retired mining executive
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Sybil Veenman*
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Retired mining executive
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Executive Officers of Royal Gold,
Inc.
Name
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Present Principal Employment
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William Heissenbuttel
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President and CEO, Royal Gold, Inc.
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Paul Libner
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CFO and Treasurer, Royal Gold, Inc.
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Dan Breeze*
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VP Corporate Development, RGLD Gold AG
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Mark Isto
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Executive VP and COO, Royal Gold Corporation
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Randy Shefman
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VP and General Counsel, Royal Gold, Inc.
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Margaret McCandless
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Assistant General Counsel, CCO and Secretary, Royal Gold, Inc.
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* Canadian citizen.