Purposes of Committee

Purpose and Composition

The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Contango ORE, Inc. (the “Company”) is responsible for reviewing the performance of the Chairman and Chief Executive Officer of the Company and performing such other functions as may be deemed necessary or convenient in the efficient and lawful discharge of the foregoing.

Committee Membership

The Committee shall be comprised of a minimum of two independent members of the Board who are “non-employee” directors within the meaning of Rule 16b-3 of the Securities and Exchange Act of 1934 and “outside directors” as determined under Section 162(m) of the Code. The members of the Committee will be appointed by and serve at the discretion of the Board.

Committee Responsibilities

The operation of the Committee shall be subject to the Bylaws of the Company, as in effect from time to time, and Section 141 of the Delaware General Corporation Law. The Committee shall have the full power and authority to carry out the following responsibilities:

Meetings

The Committee will hold at least one regular meeting per year and additional meetings as the Committee deems appropriate. The Chairman and the Chief Executive Officer may attend any meeting of the Committee, except for portions of the meetings where his or her presence would be inappropriate, as determined by the Committee. Other officers of the Company may attend meetings at the invitation of the Compensation Committee. Minutes of each meeting of the Committee shall be kept and distributed to each member of the Committee. The Committee shall report to the Board from time to time, or whenever so requested by the Board.

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