Exhibit 10.5

          

         

          

        
          EXECUTION COPY

        

         

          

        AMCI Acquisition Corp.

        975 Georges Station Road, Suite 900

        Greensburg, PA 15601

         

        October 12, 2020

         

      

      Orion Resource Partners (USA) LP

      1045 Avenue of the Americas

      New York, NY 100018

       

      
        	 	
                Re:

              	
                Amendment to Promissory Note

              


      

       

      Ladies and Gentlemen:

       

      Reference is hereby made to that certain Promissory Note, dated as of May 20, 2020 (the “Note”), by AMCI Acquisition Corp., a Delaware corporation (“Maker”), to the order of Orion
        Resource Partners (USA) LP, a Delaware limited partnership (“Payee”).

       

      For good and valuable consideration, the receipt and sufficient of which are hereby acknowledged, Maker and Payee hereby agree to amend the Note,
        effective as of the date first set forth above, as follows:

       

      	

            	1.	
              Section 1 of the Note is hereby amended to delete clause (ii) in the first sentence thereof and replacement it with the following “(ii) October 20, 2020 (provided, that in the event that
                Maker obtains the approval of its stockholders to extend the deadline by which it must consummate the Business Combination to February 22, 2021, the date set forth in this clause (ii) shall be extended to February 22, 2021) (such earlier
                date, the “Maturity Date”).

            


       

      
        Except as expressly amended hereby, the provisions of the Note remain in full force and effect, on the terms and subject to the conditions set forth
          therein.  This letter agreement does not constitute, directly or by implication, an amendment or waiver of any provision of the Note, or any other right, remedy, power or privilege of any party to the Note, except as expressly set forth herein. 
          The terms of this letter agreement shall be governed by and construed in a manner consistent with the provisions of the Note.

      

      
         

        {Remainder of page intentionally left blank; signature page follows}

         

      

      
        

        
          


        

      

      
        Please acknowledge your agreement and acceptance to the foregoing by signing below and returning it to the undersigned at your earliest
          convenience.

         

      

      	 	
              Very truly yours,

            
	 	 
	 	
              AMCI ACQUISITION CORP.

            
	 	 
	 	
              By:

            	
              /s/ William Hunter

            	 
	 	
              Name: William Hunter

            
	

            	
              Title: Chief Executive Officer

            


       

      Accepted and agreed, effective as of the date first set forth above:

       

      	
              ORION RESOURCE PARTNERS (USA) LP

            
	  
	
              By:

            	
              /s/ Dov Lader

            	 
	
              Name: Dov Lader

            
	
              Title: Deputy General Counsel

            


       

      
        {Signature Page to Orion Note Amendment}