Contango ORE, Inc. — Major Shareholding Notification 2024

Nov 15, 2024

SC 13G 1 sc13g.htm SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )

Contango ORE, Inc.

(Name of Issuer)

Common shares

(Title of Class of Securities)

21077F100

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP
No. 65340P106 — 1 | NAMES
OF REPORTING PERSONS Queen’s
Road Capital Investment Ltd. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐ | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman
Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5 | SOLE
VOTING POWER 722,219 |
| | 6 | SHARED
VOTING POWER 0 |
| | 7 | SOLE
DISPOSITIVE POWER 722,219 |
| | 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 722,219 | |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.55%* | |
| 12 | TYPE
OF REPORTING PERSON (See Instructions) FI | |

• See Item 4

** Based on 10,363,434 common shares of the issuer outstanding as of June 30, 2024.

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Item 1.

(a) Name of issuer:

Contango ORE, Inc.

(b) Address of issuer’s principal executive offices:

3700 Buffalo Speedway, Suite 960

Houston, Texas 77098

Item 2.

(a) Name of person filing:

Queen’s Road Capital Investment Ltd.

(b) Address of principal business office or, if none, residence:

Cheung Kong Centre

Suite 2006, 2 Queen’s Road Central

Hong Kong, Hong Kong

(c) Citizenship:

The reporting person is a Cayman Islands corporation

(d) Title of class of securities:

Common shares

(e) CUSIP No.:

21077F100

Item 3.

Not applicable.

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned: 722,219 common shares

(i) This number includes:

• 66,482 outstanding common shares, and

• 655,737 common shares that the reporting person has a right to acquire upon conversion of US$20 million principal amount of the issuer’s five-year, 9% unsecured convertible debentures (the “ Debentures ”). Rule 13d-3(d)(1) provides that securities are deemed to be beneficially owned if one has a right to acquire beneficial ownership of those securities within 60 days, including through the conversion of a security. The Debentures are convertible at a price of US$30.50 per common share, and thus the reporting person has the right to acquire 655,737 common shares upon conversion of the Debentures.

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(ii) This number does not include the common shares that will be issuable to the reporting person in the future in partial payment of interest on the Debentures. Interest is payable on the Debentures in quarterly installments in arrears on January 31, April 30, July 31 and October 31 of each year. A portion of the interest (equal to 2% per annum) will be payable in common shares issuable at a price equal to the 20-day volume weighted average trading price (the “VWAP”) of the common shares on the exchange on which the common shares are trading that has the greatest trading volume, ending three trading days preceding the date such interest payment is due.

(b) Percent of class: 6.55%

This percentage was calculated based on a total of 10,363,434 shares outstanding as of June 30, 2024.

(c) Number of shares as to which the reporting person has:

(i) Sole power to vote or to direct the vote:

722,219

(ii) Shared power to vote or to direct the vote:

0

(iii) Sole power to dispose or to direct the disposition of:

722,219

(iv) Shared power to dispose or to direct the disposition of:

0

Item 5. Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

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Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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: November 14, 2024

QUEEN’S ROAD CAPITAL INVESTMENT LTD.
By: /s/ Alex Granger
Alex Granger, President

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