Exhibit 4.1

    

   

    

  
    AMENDMENT NO. 6

      

      TO

      

      RIGHTS AGREEMENT

     

    This Amendment No. 6 (this “Amendment”) to the
      Rights Agreement is made and entered into as of November 20, 2019, by and between Contango ORE, Inc., a Delaware corporation (the “Company”), and Computershare Trust
      Company, N.A., as Rights Agent (the “Rights Agent”).

     

    RECITALS:

     

    WHEREAS, the Company and the Rights Agent have entered into that certain Rights Agreement, dated as of December 20, 2012, as
      amended by that certain Amendment No. 1 to Rights Agreement, dated as of March 21, 2013, as further amended by that certain Amendment No. 2 to Rights Agreement, dated as of September 29, 2014, as further amended by that certain Amendment No. 3 to
      Rights Agreement, dated as of December 18, 2014, as further amended by that certain Amendment No. 4 to Rights Agreement, dated as of November 11, 2015, and as further amended by that certain Amendment No. 5 to the Rights Agreement, dated as of April
      22, 2018 (the “Rights Agreement”);

     

    WHEREAS, pursuant to Section 27 of the Rights
      Agreement, the Company may supplement or amend any provision of the Rights Agreement in any respect in accordance with the provisions of such section; and

     

    WHEREAS, pursuant to the terms of the Rights Agreement and in accordance with Section 27 thereof, the Company has directed that the Rights Agreement be amended as set forth in this Amendment;

     

    AGREEMENT:

     

    NOW, THEREFORE, in consideration of the Recitals, the mutual covenants and agreements contained in this Amendment, and other
      good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend the Rights Agreement as follows:

     

    1.            Sections.  Section references herein shall refer to the applicable Section in the Rights Agreement.

     

    2.            Amendment. Section 7(a) of the Rights Agreement is amended by deleting “December 19, 2019” where it appears and
        replacing it with “December 31, 2021.”

     

    
      
        


    

     

    

    3.            No Further Amendments.  Except as expressly provided in this
        Amendment, all of the terms, covenants, agreements and conditions of the Rights Agreement shall remain in full force and effect.

     

    4.            Counterparts.  This Amendment may be signed in counterparts, each of
        which shall be an original and all of which together shall constitute one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

     

    5.            Governing Law.  This Amendment shall be governed by and construed in
        accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

     

    6.            Entire Agreement.  The Rights Agreement as amended by this Amendment
        contains the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes and is in full substitution for any and all prior oral or written agreements and understandings between them related to such subject
        matter, and neither party hereto shall be liable or bound to the other party hereto in any manner with respect to such subject matter by any covenants or agreements except as specifically set forth herein.

     

    7.            Effective Date; Certification. Upon the execution and delivery of a
        counterpart hereof by each of the parties hereto this Amendment shall be deemed effective as of the date first written above (the “Amendment Effective Date”), as if
        executed on such date.  The officer of the Company executing this Amendment hereby certifies to the Rights Agent that each of the amendments to the Rights Agreement set forth in this Amendment is in compliance with the terms of Section 27 of the Rights Agreement and the certification contained in this Section 7
        shall constitute the certification required by Section 27 of the Rights Agreement.

     

    [Signature page follows]

     

     

    

    
      
        


    

     

    

    IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

     

    
      	
               

            	CONTANGO ORE, INC.
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	/s/ Leah Gaines
	
               

            	Name:

            	Leah Gaines
	
               

            	Title:

            	Vice President and Chief Financial Officer
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	COMPUTERSHARE TRUST COMPANY, N.A.
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
               

            	By:

            	/s/ Kathy Heagerty
	 	Name:

            	Kathy Heagerty
	 	Title:

            	Vice President & Manager


    

    

    

    

    

    

    

    

    

    [Amendment No. 6 to Rights Agreement]