MCF / Contango Oil & Gas Company - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

MCF / Contango Oil & Gas Company / Karlin Asset Management, Inc. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Contango Oil & Gas Company (Name of Issuer) Common Stock, $0.04 Par Value (Title of Class of Securities) 21075N204 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-16317 CONTANGO OIL & GAS COMPANY (N/K/A IE L MERGER SUB LLC) (Exact nam

MCF / Contango Oil & Gas Company / Independence Energy LLC - SC 13D/A Activist Investment

SC 13D/A 1 d258363dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Contango Oil & Gas Company (Name of Issuer) Common Stock, Par Value of $0.04 Per Share (Title of Class of Securities) 21075N204 (CUSIP Number) Brandi Kendall Chief Financial Officer Independence Energy LLC 600 Travis Street, Suit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: Form S-8 Registration Statement No. No. 333-248866 Form S-8 Registration Statement No. 333-56868 POST-EFFECTIVE AMENDMENT NO. 2 TO: Form S-8 Re

As filed with the Securities and Exchange Commission on December 10, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: Form S-8 Registration Statement No. No. 333-248866 Form S-8 Registration Statement No. 333-56868 POST-EFFECTIVE AMENDMENT NO. 2 TO: Form S-8 Re

S-8 POS 1 d215904ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on December 10, 2021 Registration No. 333-248866 Registration No. 333-170236 Registration No. 333-189302 Registration No. 333-229336 Registration No. 333-56868 Registration No. 333-84223 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: Form S-8 Registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: Form S-8 Registration Statement No. No. 333-248866 Form S-8 Registration Statement No. 333-56868 POST-EFFECTIVE AMENDMENT NO. 2 TO: Form S-8 Re

S-8 POS 1 d215904ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on December 10, 2021 Registration No. 333-248866 Registration No. 333-170236 Registration No. 333-189302 Registration No. 333-229336 Registration No. 333-56868 Registration No. 333-84223 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: Form S-8 Registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: Form S-8 Registration Statement No. No. 333-248866 Form S-8 Registration Statement No. 333-56868 POST-EFFECTIVE AMENDMENT NO. 2 TO: Form S-8 Re

As filed with the Securities and Exchange Commission on December 10, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: Form S-8 Registration Statement No. No. 333-248866 Form S-8 Registration Statement No. 333-56868 POST-EFFECTIVE AMENDMENT NO. 2 TO: Form S-8 Re

As filed with the Securities and Exchange Commission on December 10, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: Form S-8 Registration Statement No. No. 333-248866 Form S-8 Registration Statement No. 333-56868 POST-EFFECTIVE AMENDMENT NO. 2 TO: Form S-8 Re

As filed with the Securities and Exchange Commission on December 10, 2021 Registration No.

As filed with the Securities and Exchange Commission on December 8, 2021

As filed with the Securities and Exchange Commission on December 8, 2021 Registration No.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 20, 2021, pursuant to the provisions of Rule 12d2-2 (a).

As filed with the Securities and Exchange Commission on December 8, 2021

As filed with the Securities and Exchange Commission on December 8, 2021 Registration No.

MCF / Contango Oil & Gas Company / GOFF JOHN C - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No.

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), and the rules and regulations thereunder, each party agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act of any rule or regulation thereunder (including any amendment, restatement, supplement and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing and/or incorporation by reference of this agreement as an exhibit thereto.

As filed with the Securities and Exchange Commission on December 8, 2021

As filed with the Securities and Exchange Commission on December 8, 2021 Registration No.

As filed with the Securities and Exchange Commission on December 8, 2021

POS AM 1 d247414dposam.htm POS AM As filed with the Securities and Exchange Commission on December 8, 2021 Registration No. 333-235934 Registration No. 333-238209 Registration No. 333-239091 Registration No. 333-250931 Registration No. 333-251499 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: Form S-3 Registration Statement No. 333-235934

As filed with the Securities and Exchange Commission on December 8, 2021

As filed with the Securities and Exchange Commission on December 8, 2021 Registration No.

Certificate of Formation of IE L Merger Sub LLC, dated June 3, 2021.

Exhibit 3.1 CERTIFICATE OF FORMATION OF IE L MERGER SUB LLC This Certificate of Formation, dated June 3, 2021, has been duly executed and is filed pursuant to Sections 18-201 and 18-204 of the Delaware Limited Liability Company Act (the ?Act?) to form a limited liability company (the ?Company?) under the Act. 1. Name. The name of the Company is: IE L Merger Sub LLC 2. Registered Office; Registered

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 7, 2021 CONTANGO OIL & GAS COMPANY (N/K/A L MERGER SUB LLC) (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 6, 2021 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 26, 2021 CONTANGO OIL & G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 26, 2021 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 26, 2021 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

Contango Oil & Gas Company

Contango Oil & Gas Company (Commission File No. 001-16317) Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: Contango Oil & Gas Company Commission File No.: 001-16317 The following communication was made available by management of Contango Oil & Gas Company (?Contango?) in an email newsletter to employees of Contango on November 19, 2021. Contango Team, We have col

Filed by IE PubCo Inc.

Filed by IE PubCo Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Contango Oil & Gas Company (File No. 001-16317) The following communication was made available by management of Contango Oil & Gas Company (?Contango?) in an email newsletter to employees of Contango

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 10-Q ? ? ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended September 30, 2021 OR ? ? ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to Commission fil

Contango oil & gas COMPANY

EXHIBIT 99.1 Contango oil & gas COMPANY NEWS RELEASE Contango Announces Third Quarter 2021 Financial Results and Capital Program Update ? November 15, 2021 ? FORT WORTH, TEXAS ? Contango Oil & Gas Company (NYSE American: MCF) (?Contango? or the ?Company?) announced today its financial results for the third quarter ended September 30, 2021. ? Third Quarter 2021 Highlights and Recent Developments ?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 15, 2021 CONTANGO OIL &

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 15, 2021 CONTANGO OIL & GAS COMPANY (Exact name of registrant as specified in its charter) ? ? ? ? ? ? ? Texas 001-16317 95-4079863 (State or other jurisdiction of incorp

Contango oil & gas COMPANY

EXHIBIT 99.1 Contango oil & gas COMPANY NEWS RELEASE Contango Announces Third Quarter 2021 Financial Results and Capital Program Update ? November 15, 2021 ? FORT WORTH, TEXAS ? Contango Oil & Gas Company (NYSE American: MCF) (?Contango? or the ?Company?) announced today its financial results for the third quarter ended September 30, 2021. ? Third Quarter 2021 Highlights and Recent Developments ?

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 15, 2021 CONTANGO OIL & GAS COMPANY (Exact name of registrant as specified in its charter) ? ? ? ? ? ? ? Texas 001-16317 95-4079863 (State or other jurisdiction of incorp

Contango Sets Special Meeting Date to Approve Business Combination with Independence Energy, to be Renamed Crescent Energy Company

Exhibit 99.1 Contango Sets Special Meeting Date to Approve Business Combination with Independence Energy, to be Renamed Crescent Energy Company November 3, 2021 ? Contango Oil & Gas Company (NYSE American: MCF) (?Contango?) today announced that it has set December 6, 2021 as the meeting date for the special meeting of its shareholders (the ?Special Meeting?) to approve its proposed business combin

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 3, 2021 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 3, 2021 CONTANGO OIL & GA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 3, 2021 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

Contango Sets Special Meeting Date to Approve Business Combination with Independence Energy, to be Renamed Crescent Energy Company

Exhibit 99.1 Contango Sets Special Meeting Date to Approve Business Combination with Independence Energy, to be Renamed Crescent Energy Company November 3, 2021 ? Contango Oil & Gas Company (NYSE American: MCF) (?Contango?) today announced that it has set December 6, 2021 as the meeting date for the special meeting of its shareholders (the ?Special Meeting?) to approve its proposed business combin

Filed by IE PubCo Inc.

Filed by IE PubCo Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Contango Oil & Gas Company (File No. 001-16317) Contango Sets Special Meeting Date to Approve Business Combination with Independence Energy, to be Renamed Crescent Energy Company November 3, 2021 ? C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 28, 2021 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 28, 2021 CONTANGO OIL & GA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 28, 2021 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 31, 2021 CONTANGO OIL & GAS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 31, 2021 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

CONTANGO COMPLETES ACQUISITION OF WIND RIVER BASIN ASSETS

Exhibit 99.1 CONTANGO COMPLETES ACQUISITION OF WIND RIVER BASIN ASSETS FORT WORTH, Texas, August 31, 2021 (GLOBE NEWSWIRE) ? Contango Oil & Gas Company (NYSE American: MCF) (?Contango? or the ?Company?) today announced the successful completion of its previously announced acquisition of low decline, conventional gas assets in the Wind River Basin of Wyoming from ConocoPhillips. Highlights ? Assets

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 31, 2021 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

111 E. 5th Street | Suite 300 | Fort Worth, Texas 76102 Office: 817.529.0059 | Fax: 713.236.4424

PRIVILEGED AND CONFIDENTIAL August 13, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, DC 20549 Attention: Sandra Wall Brad Skinner Re: Contango Oil & Gas Company Form 10-K for the Fiscal Year Ended December 31, 2020, Filed March 10, 2021 (File No. 001-16317) Ladies and Gentlemen: On behalf of C

Contango Oil & Gas Company

Contango Oil & Gas Company (Commission File No. 001-16317) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Contango Oil & Gas Company Commission File No.: 001-16317 The following is the transcript from a conference call conducted by Contango Oil & Gas Company (?Contango?) reg

Filed by IE PubCo Inc.

Filed by IE PubCo Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Contango Oil & Gas Company (File No. 001-16317) + Q2 2021 Update August 2021 ++ Q2 2021 Update August 2021 + Disclaimer This presentation relates to a proposed business combination transaction (the “

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 11, 2021 CONTANGO OIL & GAS COMPANY (Exact name of registrant as specified in its charter) ? ? ? ? ? ? ? Texas 001-16317 95-4079863 (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 10-Q ? ? ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended June 30, 2021 OR ? ? ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to Commission file num

Contango oil & gas COMPANY

EXHIBIT 99.1 Contango oil & gas COMPANY NEWS RELEASE Contango Announces Second Quarter 2021 Financial Results and Capital Program Update ? August 11, 2021 ? FORT WORTH, TEXAS ? Contango Oil & Gas Company (NYSE American: MCF) (?Contango? or the ?Company?) announced today its financial results for the second quarter ended June 30, 2021. ? Second Quarter 2021 Highlights and Recent Developments ? ? Pr

+ Q2 2021 Update August 2021 + + Disclaimer 2 This presentation relates to a proposed business combination transaction (the “Transaction”) between Independence Energy LLC (the “Company”) and Contango Oil & Gas (“Contango”) and contains “forward-looki

Exhibit 99.2 + Q2 2021 Update August 2021 + + Disclaimer 2 This presentation relates to a proposed business combination transaction (the ?Transaction?) between Independence Energy LLC (the ?Company?) and Contango Oil & Gas (?Contango?) and contains ?forward-looking statements? within the meaning of Section 27A of the Securities Act of 1933, as amended (the ?Securities Act?), and Section 21E of the

Fiscal Year

PRIVILEGED AND CONFIDENTIAL August 5, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, DC 20549 Attention: Sandra Wall Brad Skinner Re: Contango Oil & Gas Company Form 10-K for the Fiscal Year Ended December 31, 2020, Filed March 10, 2021 (File No. 001-16317) Ladies and Gentlemen: On behalf of Co

IE PubCo Inc. Files Registration Statement in connection with Proposed Business Combination of Independence Energy and Contango Oil & Gas

Filed by IE PubCo Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Contango Oil & Gas Company (File No. 001-16317) IE PubCo Inc. Files Registration Statement in connection with Proposed Business Combination of Independence Energy and Contango Oil & Gas July 29, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 7, 2021 CONTANGO OIL & GAS CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 7, 2021 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 7, 2021 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

CONTANGO ANNOUNCES SIGNING OF AGREEMENT TO ACQUIRE WIND RIVER BASIN ASSETS

Exhibit 99.1 CONTANGO ANNOUNCES SIGNING OF AGREEMENT TO ACQUIRE WIND RIVER BASIN ASSETS FORT WORTH, Texas, July 8, 2021 ? Contango Oil & Gas Company (NYSE American: MCF) (?Contango? or the ?Company?) announced today that it has entered into an agreement to acquire low decline, conventional gas assets in the Wind River Basin of Wyoming from ConocoPhillips. HIGHLIGHTS ? Acquisition of PDP heavy rese

CONTANGO ANNOUNCES SIGNING OF AGREEMENT TO ACQUIRE WIND RIVER BASIN ASSETS

Exhibit 99.1 CONTANGO ANNOUNCES SIGNING OF AGREEMENT TO ACQUIRE WIND RIVER BASIN ASSETS FORT WORTH, Texas, July 8, 2021 ? Contango Oil & Gas Company (NYSE American: MCF) (?Contango? or the ?Company?) announced today that it has entered into an agreement to acquire low decline, conventional gas assets in the Wind River Basin of Wyoming from ConocoPhillips. HIGHLIGHTS ? Acquisition of PDP heavy rese

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 30, 2021 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

VOTING AGREEMENT

Exhibit D Execution Version VOTING AGREEMENT This Voting Agreement (this ?Agreement?), dated as of June 7, 2021, is entered into by and among Independence Energy LLC, a Delaware limited liability company (?Isla?), John C.

AGREEMENT OF JOINT FILING PURSUANT TO RULE 13d-1(k)

EXHIBIT A AGREEMENT OF JOINT FILING PURSUANT TO RULE 13d-1(k) This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of Contango Oil & Gas Company, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Contango Oil & Gas Company

Contango Oil & Gas Company (Commission File No. 001-16317) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Contango Oil & Gas Company Commission File No.: 001-16317 The following communication was made available by management of Contango Oil & Gas Company (?Contango?) in an e

MCF / Contango Oil & Gas Company / Independence Energy LLC - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Contango Oil & Gas Company (Name of Issuer) Common Stock, Par Value of $0.04 Per Share (Title of Class of Securities) 21075N204 (CUSIP Number) Brandi Kendall Chief Financial Officer Independence Energy LLC 600 Travis Street, Suite 7200 Houston, TX 77002 (713) 481-7782

POWER OF ATTORNEY

EXHIBIT B POWER OF ATTORNEY Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in th

MCF / Contango Oil & Gas Company / GOFF JOHN C - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 7, 2021 CONTANGO OIL & GAS CO

Filed by IE PubCo Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Contango Oil & Gas Company Commission File No.: 001-16317 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date

2

Contango Oil & Gas Company (Commission File No. 001-16317) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Contango Oil & Gas Company Commission File No.: 001-16317 The following communication was made available by the Dallas Morning News on their website on June 9, 2021. The

VOTING AGREEMENT

Exhibit 1 Execution Version VOTING AGREEMENT This Voting Agreement (this ?Agreement?), dated as of June 7, 2021, is entered into by and among Independence Energy LLC, a Delaware limited liability company (?Isla?), John C.

2

Contango Oil & Gas Company (Commission File No. 001-16317) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Contango Oil & Gas Company Commission File No.: 001-16317 The following communication was made available by the Houston Business Journal on their website on June 9, 2021

INDEPENDENCE ENERGY TO COMBINE WITH CONTANGO IN ALL-STOCK MERGER TO CREATE A PREMIER U.S. INDEPENDENT OIL AND GAS COMPANY Combined Company to Deliver Attractive Risk-Adjusted Returns through Cash Flow Oriented Business Model Projected to be Substanti

Exhibit 99.1 INDEPENDENCE ENERGY TO COMBINE WITH CONTANGO IN ALL-STOCK MERGER TO CREATE A PREMIER U.S. INDEPENDENT OIL AND GAS COMPANY Combined Company to Deliver Attractive Risk-Adjusted Returns through Cash Flow Oriented Business Model Projected to be Substantially Accretive to Contango?s Cash Flow Per Share by ~15% in 2021E and ~50% in 2022E1 Meaningful Immediate G&A Synergies with Further Savi

Contango Oil & Gas Company

Contango Oil & Gas Company (Commission File No. 001-16317) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Contango Oil & Gas Company Commission File No.: 001-16317 LinkedIn Post Contango has entered into an agreement to combine with Independence Energy, a diversified, well-c

INDEPENDENCE ENERGY TO COMBINE WITH CONTANGO IN ALL-STOCK MERGER TO CREATE A PREMIER U.S. INDEPENDENT OIL AND GAS COMPANY Combined Company to Deliver Attractive Risk-Adjusted Returns through Cash Flow Oriented Business Model Projected to be Substanti

Exhibit 99.1 INDEPENDENCE ENERGY TO COMBINE WITH CONTANGO IN ALL-STOCK MERGER TO CREATE A PREMIER U.S. INDEPENDENT OIL AND GAS COMPANY Combined Company to Deliver Attractive Risk-Adjusted Returns through Cash Flow Oriented Business Model Projected to be Substantially Accretive to Contango?s Cash Flow Per Share by ~15% in 2021E and ~50% in 2022E1 Meaningful Immediate G&A Synergies with Further Savi

Employee Letter

Exhibit 99.3 Employee Letter INSERT CUSTOMARY GREETING, Today marks the beginning of a new chapter for Contango. This morning we announced that we will be combining with Independence, a company that was formed by global investment firm, KKR. Independence has a production base with operations across the Eagle Ford, Rockies, Permian and Mid-Continent, and together we will create a diversified, well-

Transaction Agreement dated as of June 7, 2021, by and among Contango Oil & Gas Company, Independence Energy LLC, a Delaware limited liability company, IE PubCo Inc., a Delaware corporation, IE OpCo LLC, a Delaware limited liability company, IE C Merger Sub Inc., a Texas corporation and IE L Merger Sub LLC, a Delaware limited liability company.*

Exhibit 2.1 Execution Version TRANSACTION AGREEMENT dated as of June 7, 2021 by and among CONTANGO OIL & GAS COMPANY, INDEPENDENCE ENERGY LLC, IE OPCO LLC, IE PUBCO INC., IE L MERGER SUB LLC and IE C MERGER SUB INC. TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 1.1 Certain Definitions 3 1.2 Terms Defined Elsewhere 3 ARTICLE II THE TRANSACTIONS 8 2.1 Conversions and AgentCo 8 2.2 Recapital

Disclaimer This presentation relates to a proposed business combination transaction (the “Transaction”) between Independence Energy LLC (the “Company”) and Contango Oil & Gas (“Contango”), and contains “forward-looking statements” within the meaning

Exhibit 99.4 j*V ? Independence + Energy Contango . IT, J ? -A 1 i Transformative Merger with Independence June 2021 +Exhibit 99.4 j*V ? Independence + Energy Contango . IT, J ? -A 1 i Transformative Merger with Independence June 2021 + Disclaimer This presentation relates to a proposed business combination transaction (the ?Transaction?) between Independence Energy LLC (the ?Company?) and Contang

Filed by IE PubCo Inc.

Filed by IE PubCo Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Contango Oil & Gas Company Commission File No.: 001-16317 The following communication was made available by IE PubCo Inc. on its website at www.independenceenergy.com on June 8, 2021: Redefining Smart Energy Investing Independenc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 7, 2021 CONTANGO OIL & GAS CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 7, 2021 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

Employee Letter

Exhibit 99.3 Employee Letter INSERT CUSTOMARY GREETING, Today marks the beginning of a new chapter for Contango. This morning we announced that we will be combining with Independence, a company that was formed by global investment firm, KKR. Independence has a production base with operations across the Eagle Ford, Rockies, Permian and Mid-Continent, and together we will create a diversified, well-

Transaction Agreement dated as of June 7, 2021, by and among Contango Oil & Gas Company, Independence Energy LLC, a Delaware limited liability company, IE PubCo Inc., a Delaware corporation, IE OpCo LLC, a Delaware limited liability company, IE C Merger Sub Inc., a Texas corporation and IE L Merger Sub LLC, a Delaware limited liability company.*

Exhibit 2.1 Execution Version TRANSACTION AGREEMENT dated as of June 7, 2021 by and among CONTANGO OIL & GAS COMPANY, INDEPENDENCE ENERGY LLC, IE OPCO LLC, IE PUBCO INC., IE L MERGER SUB LLC and IE C MERGER SUB INC. TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 1.1 Certain Definitions 3 1.2 Terms Defined Elsewhere 3 ARTICLE II THE TRANSACTIONS 8 2.1 Conversions and AgentCo 8 2.2 Recapital

Disclaimer This presentation relates to a proposed business combination transaction (the “Transaction”) between Independence Energy LLC (the “Company”) and Contango Oil & Gas (“Contango”), and contains “forward-looking statements” within the meaning

Exhibit 99.4 j*V ? Independence + Energy Contango . IT, J ? -A 1 i Transformative Merger with Independence June 2021 +Exhibit 99.4 j*V ? Independence + Energy Contango . IT, J ? -A 1 i Transformative Merger with Independence June 2021 + Disclaimer This presentation relates to a proposed business combination transaction (the ?Transaction?) between Independence Energy LLC (the ?Company?) and Contang

REFINITIV STREETEVENTS

Exhibit 99.2 REFINITIV STREETEVENTS EDITED TRANSCRIPT MCF.A - Contango Oil & Gas Company, Independence Energy, L.L.C. - M&A Call EVENT DATE/TIME: JUNE 08, 2021 / 12:30PM GMT REFINITIV STREETEVENTS | www.refinitiv.com | Contact Us ?2021 Refinitiv. All rights reserved. Republication or redistribution of Refinitiv content, including by framing or similar means, is prohibited without the prior written

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 7, 2021 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

REFINITIV STREETEVENTS

Exhibit 99.2 REFINITIV STREETEVENTS EDITED TRANSCRIPT MCF.A - Contango Oil & Gas Company, Independence Energy, L.L.C. - M&A Call EVENT DATE/TIME: JUNE 08, 2021 / 12:30PM GMT REFINITIV STREETEVENTS | www.refinitiv.com | Contact Us ?2021 Refinitiv. All rights reserved. Republication or redistribution of Refinitiv content, including by framing or similar means, is prohibited without the prior written

Form of Contango Oil and Gas Company Performance Stock Unit Award Agreement.

Exhibit 10.4 ? ? CONTANGO OIL & GAS COMPANY PERFORMANCE STOCK UNIT AWARD AGREEMENT This Stock Award Agreement (this ?Agreement?) is made as of [ ] (the ?Effective Date?), by and between Contango Oil & Gas Company, a Texas corporation (the ?Company? or ?MCF?), and [ ] (the ?Participant?). Unless otherwise defined herein, capitalized terms used in this Agreement shall have the same meaning ascribed

Contango Oil and Gas Company Executive Severance Plan.

Exhibit 10.6 CONTANGO OIL & GAS COMPANY EXECUTIVE SEVERANCE PLAN Effective April 28, 2021 ? ? ? ? CONTANGO OIL & GAS COMPANY EXECUTIVE SEVERANCE PLAN Section 1. Purpose. The purpose of this Executive Severance Plan is to enable Contango Oil & Gas Company (the ?Company?) to offer certain protections to key employees if their employment with the Company is terminated by the Company without Cause or

Form of Contango Oil and Gas Company Restricted Stock Award Agreement.

Exhibit 10.3 ? ? CONTANGO OIL & GAS COMPANY RESTRICTED STOCK AWARD AGREEMENT This Stock Award Agreement (this ?Agreement?) is made as of [[GRANTDATE]] (the ?Effective Date?), by and between Contango Oil & Gas Company, a Delaware corporation (the ?Company? or ?MCF?), and [[FIRSTNAME]] [[LASTNAME]] (the ?Participant?). Unless otherwise defined herein, capitalized terms used in this Agreement shall h

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 13, 2021 CONTANGO OIL & GAS COMPANY (Exact name of registrant as specified in its charter) ? ? ? ? Texas 001-16317 95-4079863 (State or other jurisdiction of incorporation)

Contango oil & gas COMPANY

EXHIBIT 99.1 Contango oil & gas COMPANY NEWS RELEASE Contango Announces First Quarter 2021 Financial Results ? May 13, 2021 ? FORT WORTH, TEXAS ? Contango Oil & Gas Company (NYSE American: MCF) (?Contango? or the ?Company?) announced today its financial results for the first quarter ended March 31, 2021. ? First Quarter 2021 Highlights and Recent Developments ? ? Production sales of 1,773 MBoe for

Contango Oil and Gas Company Change in Control Severance Plan.

?Exhibit 10.5 CONTANGO OIL & GAS COMPANY CHANGE IN CONTROL SEVERANCE PLAN Effective April 28, 2021 ? ? ? ? CONTANGO OIL & GAS COMPANY CHANGE IN CONTROL SEVERANCE PLAN Section 1. Purpose. In order to secure the continued services of certain key management and employees of Contango Oil & Gas Company (the ?Company?), and to ensure their continued dedication to their duties in the event of any threat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 10-Q ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended March 31, 2021 OR ? ? ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to Commission file number

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

CONTANGO OIL & GAS COMPANY

Exhibit 99.2 CONTANGO OIL & GAS COMPANY NEWS RELEASE Contango Announces Expansion of its Senior Credit Facility May 4, 2021 ? FORT WORTH, TEXAS ? Contango Oil & Gas Company (NYSE American: MCF) (?Contango? or the ?Company?) announced today the amendment and expansion of its Senior Credit Facility led by JPMorgan Chase Bank under which the borrowing base has been increased from $120 million to $250

CONTANGO ANNOUNCES THE APPOINTMENT OF TWO NEW DIRECTORS

Exhibit 99.1 CONTANGO ANNOUNCES THE APPOINTMENT OF TWO NEW DIRECTORS FORT WORTH, Texas, April 29, 2021 (GLOBE NEWSWIRE) ? Contango Oil & Gas Company (NYSE American: MCF) (?Contango? or the ?Company?) today announced the appointment of Karen Simon and Janet Pasque to its Board of Directors (the ?Board?) effective immediately. Ms. Simon brings extensive experience in investment banking and corporate

Fifth Amendment to Credit Agreement, dated May 3, 2021, by and among Contango Oil & Gas Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders from time to time party thereto

Exhibit 10.1 Execution Version FIFTH AMENDMENT TO CREDIT AGREEMENT This FIFTH AMENDMENT TO CREDIT AGREEMENT (this ?Fifth Amendment?) dated as of May 3, 2021, is among CONTANGO OIL & GAS COMPANY, a Texas corporation (the ?Borrower?); each of the undersigned Guarantors (collectively with the Borrower, the ?Obligors?); JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capaci

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 28, 2021 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 9, 2021 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

UNAUDITED PRO FORMA CONSOLIDATED COMBINED FINANCIAL STATEMENTS

EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONSOLIDATED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma consolidated combined financial statements present the historical consolidated financial statements of Contango Oil & Gas Company and subsidiaries (“Contango”), the historical consolidated financial statements of Michael Merger Sub LLC (successor to Mid-Con Energy Partners, LP) and

STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2020 OF THE OIL AND NATURAL GAS PROPERTIES ACQUIRED BY CONTANGO OIL & GAS COMPANY ON FEBRUARY 1, 2021 FROM GRIZZLY OPERATING, LLC

EX-99.1 Exhibit 99.1 STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2020 OF THE OIL AND NATURAL GAS PROPERTIES ACQUIRED BY CONTANGO OIL & GAS COMPANY ON FEBRUARY 1, 2021 FROM GRIZZLY OPERATING, LLC Independent Auditor’s Report Board of Directors and Members Grizzly Energy, LLC Houston, Texas Opinion We have audited the statement of revenues and direct operating

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 10, 2021 CONTANGO OIL & GAS COMPANY (Exact name of registrant as specified in its charter) ? ? ? ? Texas 001-16317 95-4079863 (State or other jurisdiction of incorporation)

Contango Oil & Gas Company Director Compensation Plan.

Exhibit 10.21 CONTANGO OIL & GAS COMPANY ? Director Compensation Plan ? (Effective 7/01/20) ? Cash Compensation ? Annual Retainer Fees (payable quarterly, in arrears, with adjustments for partial periods) o Board membership - $50,000 per year o Audit Committee Chairman - $15,000 per year o Compensation Committee Chairman - $10,000 per year o Nominating & Governance Committee Chairman - $9,500 per

Contango oil & gas COMPANY

EXHIBIT 99.1 Contango oil & gas COMPANY NEWS RELEASE Contango Announces Fourth Quarter and Full Year 2020 Financial Results March 10, 2021 – FORT WORTH, TEXAS – Contango Oil & Gas Company (NYSE American: MCF) (“Contango” or the “Company”) announced today its financial results for the fourth quarter and twelve months ended December 31, 2020. Fourth Quarter 2020 Highlights and Recent Developments ●

Report of W.D. Von Gonten and Company (incorporated by reference to Exhibit 99.2 to Contango’s Annual Report on Form 10-K for the year ended December 31, 2020)

Exhibit 99.2 ? ? January 26, 2021 ? Mr. John P. Atwood Senior Vice President Exaro Energy III, LLC 5850 San Felipe, Suite 500 Houston, Texas 77057 ? ? ? ? Re: Engineering Evaluation ? Estimate of Reserves & Revenues ? Year End 2020 SEC Pricing ? ?As of? January 1, 2021 ? Dear Mr. Atwood: ? At your request, W.D. Von Gonten & Co. has estimated future reserves and projected net revenues attributable

UNAUDITED PRO FORMA CONSOLIDATED COMBINED FINANCIAL STATEMENTS

Exhibit 99.2 UNAUDITED PRO FORMA CONSOLIDATED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma consolidated combined financial statements present the historical consolidated financial statements of Contango Oil & Gas Company and Subsidiaries (?Contango?) and the historical consolidated financial statements of Michael Merger Sub LLC (successor to Mid-Con Energy Partners, LP) and Subs

Annual Report - 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 10, 2021 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

Fourth Amendment to Credit Agreement, dated January 21, 2021, by and among Contango Oil & Gas Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders Signatory hereto. †

Exhibit 10.22 Execution Version ? Fourth Amendment to Credit Agreement ? This Fourth Amendment to Credit Agreement (this ?Fourth Amendment?) dated as of January 21, 2021, is among Contango Oil & Gas Company, a Texas corporation (the ?Borrower?); each of the undersigned Guarantors (collectively with the Borrower, the ?Obligors?); JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (i

Asset Purchase and Sale Agreement, dated as of November 27, 2020, among Contango Oil & Gas Company, as purchaser, and Grizzly Operating, LLC, as seller thereto).

Exhibit 2.2 Purchase and Sale Agreement Big Horn, Permian and Powder River Assets Subject to the terms of this agreement (this ?Agreement?), dated as of November 27, 2020, (the ?Execution Date?) Grizzly Operating, LLC (?Seller?), a Delaware limited liability company, agrees to, and to cause its affiliates to, sell, transfer and convey to Contango Oil & Gas Company, a Texas corporation (?Buyer?, an

Description of Securities registered under Section 12 of the Exchange Act.

?Exhibit 4.1 ? ? DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES AND EXCHANGE ACT OF 1934 General The authorized capital stock of Contango Oil & Gas Company (the ?Company?, ?we?, ?us? and ?our?) consists of 405,000,000 shares, which includes 400,000,000 shares authorized as common stock, $0.04 par value, and 5,000,000 shares authorized as preferred st

List of Subsidiaries.

Exhibit 21.1 CONTANGO OIL AND GAS COMPANY LIST OF WHOLLY-OWNED SUBSIDIARIES DECEMBER 31, 2020 ? ? ? Wholly-Owned Subsidiaries of Contango Oil & Gas Company as of 12/31/20 ? Contango Resources, Inc. Contango Midstream Company Contango Operators, Inc. Contaro Company Contango Alta Investments, Inc.

Report of William M. Cobb & Associates, Inc. (incorporated by reference to Exhibit 99.1 to Contango’s Annual Report on Form 10-K for the year ended December 31, 2020)

Exhibit 99.1 ? William M. Cobb & Associates, Inc. Worldwide Petroleum Consultants ? ? 12770 Coit Road, Suite 907?(972) 385-0354 Dallas, Texas?Fax: (972) 788-5165 ?E-Mail: [email protected] ? ? ? February 25, 2021 ? ? ? Ms. Christie Schultz Contango Oil & Gas Company 717 Texas Avenue, Suite 2900 Houston, TX 77002 ? Dear Ms. Schultz: ? In accordance with your request, William M. Cobb & Associates, I

Mid-Con Energy Partners, LP and subsidiaries CONSOLIDATED BALANCE SHEETS As of December 31, (in thousands, except number of units) 2020 2019 ASSETS Current assets Cash and cash equivalents $ 776 $ 255 Accounts receivable 4,398 6,853 Derivative financ

EX-99.1 Exhibit 99.1 Consolidated Financial Statements and Report of Independent Certified Public Accountants Mid-Con Energy Partners, LP and subsidiaries December 31, 2020 and 2019 Contents Page Report of Independent Certified Public Accountants 3 Financial Statements Consolidated balance sheets 5 Consolidated statements of operations 6 Consolidated statements of changes in equity 7 Consolidated

Organizational Chart.

Exhibit 21.2 ? ? Contango Oil & Gas Company Corporate Structure December 31, 2020

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 12)* Contango Oil & Gas Company (Name of Issuer) Common Stock, 0.04 par value (Title of Class of Securities

SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No.

JOINT FILING AGREEMENT

EX-99.1 Exhibit 1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act of any rule or regulation thereunder (including any amendm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mid-Con Energy Partners, LP (Name of Issuer) Common Units, 0.0001 par value (Title of Class of Securit

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mid-Con Energy Partners, LP (Name of Issuer) Common Units, 0.0001 par value (Title of Class of Securities) 59560V109 (CUSIP Number) Charles L. McLawhorn, III Contango Oil & Gas Company 717 Texas Avenue, Suite 2900 Houston, Texas 77002 (713) 23

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 21, 2021 CONTANGO OIL & GAS COMPANY (Exact name of registrant as specified in its charter) Texas 001-16317 95-4079863 (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Amendment No. 1 Contango Oil & Gas Company (Name of Issuer) Common Stock, $0.04 par value (Title of Class of Securities)

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Amendment No. 1 Contango Oil & Gas Company (Name of Issuer) Common Stock, $0.04 par value (Title of Class of Securities) 21075N204 (CUSIP Number) Sherry L. Morgan Mid-Con Energy GP, LLC 2431 E. 61st Street, Suite 800 Tulsa, Oklahoma (918) 748-3361 with a copy to

Merger Prospectus - 425

425 Contango Oil & Gas Company (Commission File No. 001-16317) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Mid-Con Energy Partners, LP (Commission File No. 001-35374) ADDITIONAL INFORMATION AND WHERE TO FIND IT Contango and Mid-Con filed a consent statement/proxy statemen

CONTANGO OIL & GAS COMPANY 14,193,903 shares of common stock

424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-251499 PROSPECTUS CONTANGO OIL & GAS COMPANY 14,193,903 shares of common stock The selling stockholders named in this prospectus (the “selling stockholders”), should they choose to do so after the effectiveness of this registration, may offer up to 14,193,903 shares of common stock, par value $0.04 per share (the “common

December 23, 2020

December 23, 2020 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 11)* Contango Oil & Gas Company (Name of Issuer) Common Stock, 0.04 par value (Title of Class of Securities

SC 13D/A 1 d31448dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 11)* Contango Oil & Gas Company (Name of Issuer) Common Stock, 0.04 par value (Title of Class of Securities) 21075N204 (CUSIP Number) Jennifer Terrell Chief Financial Officer Goff Capital, Inc. 500 Commerce Street, Ste

CONTANGO SHAREHOLDERS ARE NOT BEING ASKED FOR A CONSENT OR PROXY AND CONTANGO SHAREHOLDERS ARE REQUESTED NOT TO SEND CONTANGO A CONSENT OR PROXY.

424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-250862 On behalf of the boards of directors of Contango Oil & Gas Company (“Contango”) and Mid-Con Energy GP, LLC (“Mid-Con GP”), as general partner of Mid-Con Energy Partners, LP (“Mid-Con”), we are pleased to enclose the accompanying joint consent statement/information statement/prospectus relating to the acquisition o

Form S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on December 18, 2020 Registration No.

-

CORRESP Contango Oil & Gas Company 717 Texas Avenue, Suite 2900 Houston, Texas 77002 (713) 236-7400 December 16, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.

CONTANGO OIL & GAS COMPANY 26,668,654 shares of common stock

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-250931 PROSPECTUS CONTANGO OIL & GAS COMPANY 26,668,654 shares of common stock The selling stockholders named in this prospectus (the ?selling stockholders?), should they choose to do so after the effectiveness of this registration statement, may offer up to 26,668,654 shares of common stock, par value $0.04 per share (the ?co

December 8, 2020

December 8, 2020 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.

December 7, 2020

December 7, 2020 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.

Consent of Intrepid Partners, LLC.

EX-99.2 Exhibit 99.2 CONSENT OF INTREPID PARTNERS, LLC The Board of Directors of Contango Oil & Gas Company 717 Texas Ave., Suite 2900 Houston, Texas 77002 Dear Members of the Board: We hereby consent to the inclusion of our opinion letter, dated October 25, 2020, to the Board of Directors of Contango Oil & Gas Company, as Annex B to, and the reference to such opinion letter under the headings “Su

Consent of Petrie Partners Securities, LLC.

EX-99.1 9 d39825dex991.htm EX-99.1 Exhibit 99.1 CONSENT OF PETRIE PARTNERS SECURITIES, LLC December 4, 2020 Mid-Con Energy GP, LLC 2431 E. 61st Street, Suite 850 Tulsa, Oklahoma 74136 Attention: Conflicts Committee of the Board of Directors Re: Amendment No. 1 to Registration Statement on Form S-4 of Contango Oil & Gas Company, a Texas corporation (“Contango”), filed on December 4, 2020 (the “Regi

Form of Consent for Holders of Mid-Con Common Units.

EX-99.3 Exhibit 99.3 FORM OF WRITTEN CONSENT OF THE UNITHOLDERS OF MID-CON ENERGY PARTNERS, LP Please return this consent no later than 5:00 p.m. (prevailing Eastern Time) on December [ ], 2020, which is the final date that the Board of Directors of the general partner of Mid-Con Energy Partners, LP, a Delaware limited partnership (“Mid-Con”), has set for receipt of written consents. Your units wi

Form S-4

S-4/A Table of Contents As filed with the Securities and Exchange Commission on December 4, 2020 Registration No.

Registration Rights Agreement, dated December 1, 2020 by and among Contango Oil & Gas Company and each of the parties set forth in Schedule A thereto.

EX-10.2 Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT by and among CONTANGO OIL & GAS COMPANY and THE PURCHASERS PARTY HERETO Table of Contents ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Registrable Securities 4 ARTICLE II REGISTRATION RIGHTS 4 Section 2.1 Shelf Registration 4 Section 2.2 Piggyback Registration 6 Section 2.3 Secondary Underwritten Offering 8 Secti

Purchase Agreement, dated November 29, 2020, by and among Contango Oil & Gas Company and each of the Purchasers set forth in Schedule A thereto.

EX-10.1 Exhibit 10.1 Execution Version PURCHASE AGREEMENT among CONTANGO OIL & GAS COMPANY and THE PURCHASERS PARTY HERETO TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 ARTICLE II AGREEMENT TO SELL AND PURCHASE 4 Section 2.01 Authorization of Sale of the Purchased Securities 4 Section 2.02 Sale and Purchase 4 Section 2.03 Closing 4 Section 2.04 Conditions to Closing 5 S

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 29, 2020 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 27, 2020 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

November 30, 2020

EX-99.1 2 d28379dex991.htm EX-99.1 Exhibit 99.1 November 30, 2020 CONTANGO ANNOUNCES SIGNING OF AGREEMENT TO ACQUIRE OILY, LOW DECLINE ASSETS IN BIG HORN, PERMIAN, AND POWDER RIVER BASINS FORT WORTH, Nov. 30, 2020 (GLOBE NEWSWIRE) - Contango Oil & Gas Company (NYSE American: MCF) (“Contango” or the “Company”) announced today that it has entered into an asset purchase agreement to acquire assets in

Merger Prospectus - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 27, 2020 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

November 30, 2020

EX-99.1 Exhibit 99.1 November 30, 2020 CONTANGO ANNOUNCES SIGNING OF AGREEMENT TO ACQUIRE OILY, LOW DECLINE ASSETS IN BIG HORN, PERMIAN, AND POWDER RIVER BASINS FORT WORTH, Nov. 30, 2020 (GLOBE NEWSWIRE) - Contango Oil & Gas Company (NYSE American: MCF) (“Contango” or the “Company”) announced today that it has entered into an asset purchase agreement to acquire assets in the Big Horn, Permian, and

Form S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on November 24, 2020 Registration No.

Consent of Intrepid Partners, LLC.

EX-99.2 Exhibit 99.2 CONSENT OF INTREPID PARTNERS, LLC The Board of Directors of Contango Oil & Gas Company 717 Texas Ave., Suite 2900 Houston, Texas 77002 Dear Members of the Board: We hereby consent to the inclusion of our opinion letter, dated October 25, 2020, to the Board of Directors of Contango Oil & Gas Company, as Annex B to, and the reference to such opinion letter under the headings “Su

Consent of Petrie Partners Securities, LLC.

EX-99.1 Exhibit 99.1 CONSENT OF PETRIE PARTNERS SECURITIES, LLC November 20, 2020 Mid-Con Energy GP, LLC 2431 E. 61st Street, Suite 850 Tulsa, Oklahoma 74136 Attention: Conflicts Committee of the Board of Directors Re: Registration Statement on Form S-4 of Contango Oil & Gas Company, a Texas corporation (“Contango”), filed on November 20, 2020 (the “Registration Statement”). Members of the Conflic

Annex D

S-4 Table of Contents As filed with the Securities and Exchange Commission on November 20, 2020 Registration No.

Purchase and Sale Agreement, dated as of October 25, 2020, by and between Mid-Con Energy Properties, LLC and Contango Oil & Gas Company.

Exhibit 99.4 PURCHASE AND SALE AGREEMENT Between MID-CON ENERGY PROPERTIES, LLC (the “Seller”) and CONTANGO OIL & GAS COMPANY (the “Buyer”) October 25, 2020 TABLE OF CONTENTS Page 1. Definitions and References 1 1.1 Definitions 1 1.2 References 13 2. Purchase and Sale; Purchase Price 14 2.1 Certain Upward Adjustments 14 2.2 Certain Downward Adjustments 15 2.3 Final Accounting 15 2.4 Payments 16 2.

Merger Prospectus - 425

425 Contango Oil & Gas Company (Commission File No. 001-16317) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Mid-Con Energy Partners, LP (Commission File No. 001-35374) The following are excerpts from a conference call conducted by Contango Oil & Gas Company (“Contango”) re

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 16, 2020 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in its Charter) Texas (State or Other Jurisdiction of Incorporation) 001-16317 (Commission File Number) 95-4079863 (IRS Employer Identification No.

Contango oil & gas COMPANY

EXHIBIT 99.1 Contango oil & gas COMPANY NEWS RELEASE Contango Announces Third Quarter 2020 Financial Results November 16, 2020 – HOUSTON, TEXAS – Contango Oil & Gas Company (NYSE American: MCF) (“Contango” or the “Company”) announced today its financial results for the third quarter ended September 30, 2020. Third Quarter 2020 Highlights and Recent Developments ● Achieved run rate LOE savings on C

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-16317

MCF / Contango Oil & Gas Company / Mid-Con Energy Partners, LP - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Contango Oil & Gas Company (Name of Issuer) Common Stock, $0.04 par value (Title of Class of Securities) 21075N204 (CUSIP Number) Sherry L. Morgan Mid-Con Energy Partners, LP 2431 E. 61st Street, Suite 800 Tulsa, Oklahoma (918) 743-7575 with a copy to: Robert B. Rob

Exhibit 1.

EXHIBIT 1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned.

MCF / Contango Oil & Gas Company / DWS Growth Capital LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Contango Oil & Gas Company (Name of Issuer) Common Stock, par value $0.04 per share (Title of Class of Securities) 21075N204 (CUSIP Number) October 27, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d20962d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 30, 2020 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorp

Third Amendment to Credit Agreement, dated October 30, 2020, by and among Contango Oil & Gas Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders from time to time party thereto.

EX-10.1 Exhibit 10.1 Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) dated as of October 30, 2020, is among CONTANGO OIL & GAS COMPANY, a Texas corporation (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (i

MCEP / Mid-Con Energy Partners, LP / CONTANGO OIL & GAS CO - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Mid-Con Energy Partners, LP (Name of Issuer) Common Units, 0.0001 par value (Title of Class of Securities) 59560V109 (CUSIP Number) Charles L. McLawhorn, III Contango Oil & Gas Company 717 Texas Avenue, Suite 2900 Houston, Texas 77002 (713) 236-7400 with a copy to:

MCF / Contango Oil & Gas Company / KING LUTHER CAPITAL MANAGEMENT CORP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Contango Oil & Gas Company (Name of Issuer) Common Stock, $0.04 par value (Title of Class of Securities) 21075N204 (CUSIP Number) Jacob D. Smith Principal, General Counsel & CCO Luther King Capital Management Corporation 301 Commerce Street, Sui

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 23, 2020 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

Purchase Agreement, dated October 23, 2020, by and among Contango Oil & Gas Company and each of the Purchasers set forth in Schedule A thereto.

EX-10.1 Exhibit 10.1 Execution Version PURCHASE AGREEMENT among CONTANGO OIL & GAS COMPANY and THE PURCHASERS PARTY HERETO TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 ARTICLE II AGREEMENT TO SELL AND PURCHASE 4 Section 2.01 Authorization of Sale of the Purchased Securities 4 Section 2.02 Sale and Purchase 4 Section 2.03 Closing 4 Section 2.04 Conditions to Closing 5 S

Registration Rights Agreement, dated October 27, 2020 by and among Contango Oil & Gas Company and each of the parties set forth in Schedule A thereto.

EX-10.2 Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT by and among CONTANGO OIL & GAS COMPANY and THE PURCHASERS PARTY HERETO Table of Contents ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Registrable Securities 4 ARTICLE II REGISTRATION RIGHTS 4 Section 2.1 Shelf Registration 4 Section 2.2 Piggyback Registration 6 Section 2.3 Secondary Underwritten Offering 8 Secti

Contango Oil & Gas Company and Mid-Con Energy Partners, LP Announce Strategic Merger Continuing Contango’s Consolidation Strategy; Contango Announces Related Increase in Borrowing Base

EX-99.1 Exhibit 99.1 Contango Oil & Gas Company and Mid-Con Energy Partners, LP Announce Strategic Merger Continuing Contango’s Consolidation Strategy; Contango Announces Related Increase in Borrowing Base FORT WORTH, TX, and TULSA, OK, October 26, 2020 – Contango Oil & Gas Company (“Contango”) (NYSE American: MCF) and Mid-Con Energy Partners, LP (“Mid-Con”) (NASDAQ: MCEP) today announced they hav

Cautionary Statements Certain statements included in this presentation are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those statements that are not historical in nature and

EX-99.2 Contango & MCEP Strategic Merger Presentation October 2020 Exhibit 99.2 Cautionary Statements Certain statements included in this presentation are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those statements that are not historical in nature and may be identified by words such as, but not limited to, "expect," “ass

MCF / Contango Oil & Gas Company / GOFF JOHN C - SC 13D/A Activist Investment

SC 13D/A 1 d95442dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 10)* Contango Oil & Gas Company (Name of Issuer) Common Stock, 0.04 par value (Title of Class of Securities) 21075N204 (CUSIP Number) Jennifer Terrell Chief Financial Officer Goff Capital, Inc. 500 Commerce Street, Ste

Form of Voting and Support Agreement of Mid-Con Energy Partners, LP Unitholders.

EX-10.2 Exhibit10.2 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2020, by and among Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), Contango Oil & Gas Company, a Texas corporation (“Contango”), and each Person identified on Exhibit A attached hereto (the “Unitholders” and each a “Unitho

Merger Prospectus - 8-K/A

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K/A (Amendment No.

CONTANGO ANNOUNCES PRIVATE EQUITY CAPITAL RAISE

EX-99.3 Exhibit 99.3 CONTANGO ANNOUNCES PRIVATE EQUITY CAPITAL RAISE HOUSTON—(October 26, 2020)— Contango Oil & Gas Company (NYSE American: MCF) (“Contango” or the “Company”) today announced the execution of an agreement with a select group of institutional and accredited investors to sell 26,451,988 shares of common stock in a private placement. The Company expects to receive gross proceeds from

Form of Voting and Support Agreement of Mid-Con Energy Partners, LP Unitholders.

EX-10.2 Exhibit10.2 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2020, by and among Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), Contango Oil & Gas Company, a Texas corporation (“Contango”), and each Person identified on Exhibit A attached hereto (the “Unitholders” and each a “Unitho

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - 8-K/A

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K/A (Amendment No.

Agreement and Plan of Merger, dated October 25, 2020, by and among Contango Oil & Gas Company, Michael Merger Sub LLC, Mid-Con Energy Partners, LP, and Mid-Con Energy GP, LLC (filed as Exhibit 2.1 to the Company’s Report on Form 8-K/A dated October 25, 2020, as filed with the Securities and Exchange Commission on October 27, 2020 and incorporated by reference herein).

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among CONTANGO OIL & GAS COMPANY, MICHAEL MERGER SUB LLC, MID-CON ENERGY PARTNERS, LP and MID-CON ENERGY GP, LLC Dated as of October 25, 2020 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 Merger 2 Section 1.2 Closing 3 Section 1.3 Governing Documents; Officers 3 ARTICLE II EFFECT ON THE CAPITAL STOCK OF THE CONSTITUENT E

VOTING AND SUPPORT AGREEMENT

EX-1 2 d95442dex1.htm EX-1 Exhibit 2 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2020, by and among Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), Contango Oil & Gas Company, a Texas corporation (“Contango”), and each Person identified on Exhibit A attached hereto (the “Shareholders”

Contango Oil & Gas Company and Mid-Con Energy Partners, LP Announce Strategic Merger Continuing Contango’s Consolidation Strategy; Contango Announces Related Increase in Borrowing Base

EX-99.1 Exhibit 99.1 Contango Oil & Gas Company and Mid-Con Energy Partners, LP Announce Strategic Merger Continuing Contango’s Consolidation Strategy; Contango Announces Related Increase in Borrowing Base FORT WORTH, TX, and TULSA, OK, October 26, 2020 – Contango Oil & Gas Company (“Contango”) (NYSE American: MCF) and Mid-Con Energy Partners, LP (“Mid-Con”) (NASDAQ: MCEP) today announced they hav

Agreement and Plan of Merger, dated as of October 25, 2020, by and among Contango Oil & Gas Company, Michael Merger Sub LLC, Mid-Con Energy Partners, LP, and Mid-Con Energy GP, LLC.*

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among CONTANGO OIL & GAS COMPANY, MICHAEL MERGER SUB LLC, MID-CON ENERGY PARTNERS, LP and MID-CON ENERGY GP, LLC Dated as of October 25, 2020 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 Merger 2 Section 1.2 Closing 3 Section 1.3 Governing Documents; Officers 3 ARTICLE II EFFECT ON THE CAPITAL STOCK OF THE CONSTITUENT E

Cautionary Statements Certain statements included in this presentation are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those statements that are not historical in nature and

EX-99.2 Contango & MCEP Strategic Merger Presentation October 2020 Exhibit 99.2 Cautionary Statements Certain statements included in this presentation are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those statements that are not historical in nature and may be identified by words such as, but not limited to, "expect," “ass

CONTANGO ANNOUNCES PRIVATE EQUITY CAPITAL RAISE

EX-99.3 Exhibit 99.3 CONTANGO ANNOUNCES PRIVATE EQUITY CAPITAL RAISE HOUSTON—(October 26, 2020)— Contango Oil & Gas Company (NYSE American: MCF) (“Contango” or the “Company”) today announced the execution of an agreement with a select group of institutional and accredited investors to sell 26,451,988 shares of common stock in a private placement. The Company expects to receive gross proceeds from

Form of Voting and Support Agreement of Contango Oil & Gas Company Shareholders.

EX-10.1 Exhibit 10.1 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2020, by and among Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), Contango Oil & Gas Company, a Texas corporation (“Contango”), and each Person identified on Exhibit A attached hereto (the “Shareholders” and each a “Shar

Merger Prospectus - 425

425 Contango Oil & Gas Company (Commission File No. 001-16317) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Mid-Con Energy Partners, LP (Commission File No. 001-35374) This filing contains a transcript relating to a proposed acquisition of Mid-Con Energy Partners, LP (“Mid

Form of Voting and Support Agreement of Contango Oil & Gas Company Shareholders.

EX-10.1 Exhibit 10.1 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2020, by and among Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), Contango Oil & Gas Company, a Texas corporation (“Contango”), and each Person identified on Exhibit A attached hereto (the “Shareholders” and each a “Shar

Contango Oil & Gas Company and Mid-Con Energy Partners, LP Announce Strategic Merger Continuing Contango’s Consolidation Strategy; Contango Announces Related Increase in Borrowing Base

EX-99.1 Exhibit 99.1 Contango Oil & Gas Company and Mid-Con Energy Partners, LP Announce Strategic Merger Continuing Contango’s Consolidation Strategy; Contango Announces Related Increase in Borrowing Base FORT WORTH, TX, and TULSA, OK, October 26, 2020 – Contango Oil & Gas Company (“Contango”) (NYSE American: MCF) and Mid-Con Energy Partners, LP (“Mid-Con”) (NASDAQ: MCEP) today announced they hav

Merger Prospectus - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 25, 2020 MID-CON ENERGY PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 001-35374 45-2842469 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Cautionary Statements Certain statements included in this presentation are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those statements that are not historical in nature and

EX-99.2 Contango & MCEP Strategic Merger Presentation October 2020 Exhibit 99.2 Cautionary Statements Certain statements included in this presentation are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those statements that are not historical in nature and may be identified by words such as, but not limited to, "expect," “ass

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 25, 2020 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

Form of Voting and Support Agreement of Contango Oil & Gas Company Shareholders.

EX-10.1 Exhibit 10.1 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2020, by and among Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), Contango Oil & Gas Company, a Texas corporation (“Contango”), and each Person identified on Exhibit A attached hereto (the “Shareholders” and each a “Shar

Agreement and Plan of Merger, dated as of October 25, 2020, by and among Contango Oil & Gas Company, Michael Merger Sub LLC, Mid-Con Energy Partners, LP, and Mid-Con Energy GP, LLC.*

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among CONTANGO OIL & GAS COMPANY, MICHAEL MERGER SUB LLC, MID-CON ENERGY PARTNERS, LP and MID-CON ENERGY GP, LLC Dated as of October 25, 2020 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 Merger 2 Section 1.2 Closing 3 Section 1.3 Governing Documents; Officers 3 ARTICLE II EFFECT ON THE CAPITAL STOCK OF THE CONSTITUENT E

Form of Voting and Support Agreement of Mid-Con Energy Partners, LP Unitholders.

EX-10.2 Exhibit10.2 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2020, by and among Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), Contango Oil & Gas Company, a Texas corporation (“Contango”), and each Person identified on Exhibit A attached hereto (the “Unitholders” and each a “Unitho

Form of Voting and Support Agreement of Mid-Con Energy Partners, LP Unitholders (incorporated by reference to Exhibit 10.2 of Contango’s Current Report on 8-K, filed with the SEC on October 26, 2020).

EX-10.2 Exhibit10.2 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2020, by and among Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), Contango Oil & Gas Company, a Texas corporation (“Contango”), and each Person identified on Exhibit A attached hereto (the “Unitholders” and each a “Unitho

Cautionary Statements Certain statements included in this presentation are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those statements that are not historical in nature and

EX-99.2 Contango & MCEP Strategic Merger Presentation October 2020 Exhibit 99.2 Cautionary Statements Certain statements included in this presentation are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those statements that are not historical in nature and may be identified by words such as, but not limited to, "expect," “ass

CONTANGO ANNOUNCES PRIVATE EQUITY CAPITAL RAISE

EX-99.3 Exhibit 99.3 CONTANGO ANNOUNCES PRIVATE EQUITY CAPITAL RAISE HOUSTON—(October 26, 2020)— Contango Oil & Gas Company (NYSE American: MCF) (“Contango” or the “Company”) today announced the execution of an agreement with a select group of institutional and accredited investors to sell 26,451,988 shares of common stock in a private placement. The Company expects to receive gross proceeds from

Agreement and Plan of Merger, dated as of October 25, 2020, by and among Contango Oil & Gas Company, Michael Merger Sub LLC, Mid-Con Energy Partners, LP, and Mid-Con Energy GP, LLC.*

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among CONTANGO OIL & GAS COMPANY, MICHAEL MERGER SUB LLC, MID-CON ENERGY PARTNERS, LP and MID-CON ENERGY GP, LLC Dated as of October 25, 2020 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 Merger 2 Section 1.2 Closing 3 Section 1.3 Governing Documents; Officers 3 ARTICLE II EFFECT ON THE CAPITAL STOCK OF THE CONSTITUENT E

Merger Prospectus - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 25, 2020 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

Form of Voting and Support Agreement of Contango Oil & Gas Company Shareholders.

EX-10.1 Exhibit 10.1 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2020, by and among Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), Contango Oil & Gas Company, a Texas corporation (“Contango”), and each Person identified on Exhibit A attached hereto (the “Shareholders” and each a “Shar

Form of Voting and Support Agreement of Contango Oil & Gas Company Shareholders (incorporated by reference to Exhibit 10.1 of Contango’s Current Report on 8-K, filed with the SEC on October 26, 2020).

EX-10.1 Exhibit 10.1 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2020, by and among Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), Contango Oil & Gas Company, a Texas corporation (“Contango”), and each Person identified on Exhibit A attached hereto (the “Shareholders” and each a “Shar

Form of Voting and Support Agreement of Mid-Con Energy Partners, LP Unitholders.

EX-10.2 Exhibit 10.2 Execution Version VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2020, by and among Mid-Con Energy Partners, LP, a Delaware limited partnership (the “Partnership”), Contango Oil & Gas Company, a Texas corporation (“Contango”), and each Person identified on Exhibit A attached hereto (the “Unitholders”

Agreement and Plan of Merger, dated as of October 25, 2020, by and among Contango Oil & Gas Company, Michael Merger Sub LLC, Mid-Con Energy Partners, LP, and Mid-Con Energy GP, LLC.*

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among CONTANGO OIL & GAS COMPANY, MICHAEL MERGER SUB LLC, MID-CON ENERGY PARTNERS, LP and MID-CON ENERGY GP, LLC Dated as of October 25, 2020 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 Merger 2 Section 1.2 Closing 3 Section 1.3 Governing Documents; Officers 3 ARTICLE II EFFECT ON THE CAPITAL STOCK OF THE CONSTITUENT E

Contango Oil & Gas Company and Mid-Con Energy Partners, LP Announce Strategic Merger Continuing Contango’s Consolidation Strategy; Contango Announces Related Increase in Borrowing Base

EX-99.1 Exhibit 99.1 Contango Oil & Gas Company and Mid-Con Energy Partners, LP Announce Strategic Merger Continuing Contango’s Consolidation Strategy; Contango Announces Related Increase in Borrowing Base FORT WORTH, TX, and TULSA, OK, October 26, 2020 – Contango Oil & Gas Company (“Contango”) (NYSE American: MCF) and Mid-Con Energy Partners, LP (“Mid-Con”) (NASDAQ: MCEP) today announced they hav

CONTANGO ANNOUNCES PRIVATE EQUITY CAPITAL RAISE

EX-99.3 Exhibit 99.3 CONTANGO ANNOUNCES PRIVATE EQUITY CAPITAL RAISE HOUSTON—(October 26, 2020)— Contango Oil & Gas Company (NYSE American: MCF) (“Contango” or the “Company”) today announced the execution of an agreement with a select group of institutional and accredited investors to sell 26,451,988 shares of common stock in a private placement. The Company expects to receive gross proceeds from

Contango Oil & Gas Company and Mid-Con Energy Partners, LP Announce Strategic Merger Continuing Contango’s Consolidation Strategy; Contango Announces Related Increase in Borrowing Base

EX-99.1 Exhibit 99.1 Contango Oil & Gas Company and Mid-Con Energy Partners, LP Announce Strategic Merger Continuing Contango’s Consolidation Strategy; Contango Announces Related Increase in Borrowing Base FORT WORTH, TX, and TULSA, OK, October 26, 2020 – Contango Oil & Gas Company (“Contango”) (NYSE American: MCF) and Mid-Con Energy Partners, LP (“Mid-Con”) (NASDAQ: MCEP) today announced they hav

Form S-8

S-8 As filed with the Securities and Exchange Commission on September 17, 2020 Registration No.

Amended and Restated 2009 Stock Incentive Plan (filed as Exhibit 10.2 to the Company’s Report on Form 10-Q dated August 19, 2020, as filed with the Securities and Exchange Commission on August 19, 2020 and incorporated by reference herein).

Exhibit 10.2 CONTANGO OIL & GAS COMPANY THIRD AMENDED AND RESTATED 2009 INCENTIVE COMPENSATION PLAN CONTANGO OIL & GAS COMPANY THIRD AMENDED AND RESTATED 2009 INCENTIVE COMPENSATION PLAN 1. Purpose and History The purpose of the Contango Oil & Gas Company Amended and Restated 2009 Incentive Compensation Plan (the “Plan”) is to provide (i) designated employees of Contango Oil & Gas Company (the “Co

Contango oil & gas COMPANY

EXHIBIT 99.1 Contango oil & gas COMPANY NEWS RELEASE Contango Announces Second Quarter 2020 Financial Results August 19, 2020 – HOUSTON, TEXAS – Contango Oil & Gas Company (NYSE American: MCF) (“Contango” or the “Company”) announced today its financial results for the second quarter ended June 30, 2020. Second Quarter 2020 Highlights ● Production of 1,469 Mboe for the quarter, or 16.1 Mboe per day

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 19, 2020 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in its Charter) Texas (State or Other Jurisdiction of Incorporation) 001-16317 (Commission File Number) 95-4079863 (IRS Employer Identification No.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-16317 CONT

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-16317 NOTIFICATION OF LATE FILING CUSIP NUMBER 21075N204 (Check one): ☐ Form 10-K ☐ Form 20 F ☐ Form 11 K  Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 6, 2020 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas (State or Other Jurisdiction of Incorporation) 001-16317 (Commission File Number) 95-4079863 (IRS Employer Identification No.

CONTANGO OIL & GAS COMPANY

EX-99.1 Exhibit 99.1 CONTANGO OIL & GAS COMPANY NEWS RELEASE Contango Announces Management Promotion and Additions; Clarifies Recent Share Registrations July 6, 2020 – HOUSTON, TEXAS – Contango Oil & Gas Company (NYSE American: MCF) (“Contango” or the “Company”) announced today that Farley Dakan has been promoted to the position of President of the Company. Additionally, the Company has appointed

CONTANGO OIL & GAS COMPANY Offering of 39,648,120 shares of common stock

424B7 Table of Contents Filed pursuant to Rule 424(b)(7) Registration No. 333-235934 PROSPECTUS SUPPLEMENT To prospectus dated January 23, 2020 CONTANGO OIL & GAS COMPANY Offering of 39,648,120 shares of common stock This prospectus supplement updates, amends and supplements the selling stockholders table and related footnotes contained in the prospectus dated January 23, 2020 (the “Prospectus”),

CONTANGO OIL & GAS COMPANY 6,200,000 shares of common stock

424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-239091 PROSPECTUS CONTANGO OIL & GAS COMPANY 6,200,000 shares of common stock The selling stockholders named in this prospectus (the “selling stockholders”) are offering up to 6,200,000 shares of common stock, par value $0.04 per share (the “common stock”), of Contango Oil & Gas Company (the “Company”) issued to the sell

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 24, 2020 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

CONTANGO OIL & GAS COMPANY Common Stock Having an Aggregate Offering Price of up to $100,000,000

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-238209 PROSPECTUS SUPPLEMENT (To prospectus dated June 24, 2020) CONTANGO OIL & GAS COMPANY Common Stock Having an Aggregate Offering Price of up to $100,000,000 This prospectus supplement and the accompanying prospectus relate to the issuance and sale from time to time of shares of our common stock, par value $0.04 per

Open Market Sale Agreement, dated June 24, 2020, among Contango Oil & Gas Company and Jefferies LLC.

EX-1.1 Exhibit 1.1 OPEN MARKET SALE AGREEMENTSM June 24, 2020 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Contango Oil & Gas Company, a Texas corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s co

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CORRESP June 23, 2020 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.

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CORRESP June 22, 2020 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.

Contango oil & gas COMPANY

EXHIBIT 99.1 Contango oil & gas COMPANY NEWS RELEASE Contango Announces First Quarter 2020 Financial Results June 22, 2020 – HOUSTON, TEXAS – Contango Oil & Gas Company (NYSE American: MCF) (“Contango” or the “Company”) announced today its financial results for the first quarter ended March 31, 2020. First Quarter 2020 Highlights ● Production of 1,720 Mboe for the quarter, or 18.9 Mboe per day, a

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-16317 CON

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 22, 2020 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in its Charter) Texas (State or Other Jurisdiction of Incorporation) 001-16317 (Commission File Number) 95-4079863 (IRS Employer Identification No.

Second Amendment to Credit Agreement, dated June 9, 2020, by and among Contango Oil & Gas Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders Signatory hereto (filed as Exhibit 10.1 to the Company’s Report on Form 8-K dated June 15, 2020, as filed with the Securities and Exchange Commission on June 15, 2020 and incorporated by reference herein).

EX-10.1 Exhibit 10.1 Execution Version SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) dated as of June 9, 2020, is among CONTANGO OIL & GAS COMPANY, a Texas corporation (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 9, 2020 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

June 15, 2020

EX-99.1 3 d923652dex991.htm EX-99.1 Exhibit 99.1 June 15, 2020 CONTANGO ANNOUNCES AMENDMENT TO ITS SENIOR CREDIT FACILITY, CERTAIN OPERATIONAL UPDATES AND THE SCHEDULE FOR ITS FIRST QUARTER 2020 EARNINGS RELEASE HOUSTON, June 15, 2020 (GLOBE NEWSWIRE) — Contango Oil & Gas Company (NYSE American: MCF) (“Contango” or the “Company”) announced today that it has amended certain provisions of its senior

Certificate of Amendment to the Amended and Restated Certificate of Formation of Contango Oil & Gas Company, dated June 10, 2020 (filed as Exhibit 3.1 to the Company’s Report on Form 8-K dated June 11, 2020, as filed with the Securities and Exchange Commission on June 11, 2020 and incorporated by reference herein).

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF FORMATION OF CONTANGO OIL & GAS COMPANY June 10, 2020 Pursuant to Section 3.053 of the Texas Business Organizations Code CONTANGO OIL & GAS COMPANY, a Texas corporation (the “Corporation”), DOES HEREBY CERTIFY as follows: 1. The name of the corporation is Contango Oil & Gas Company. 2. The Amended and Restated Certi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 8, 2020 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

MCF / Contango Oil & Gas Company / GOFF JOHN C - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No.

Form S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on June 10, 2020 Registration No.

- S-3/A

S-3/A Table of Contents As filed with the Securities and Exchange Commission on June 3, 2020 Registration No.

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CORRESP June 3, 2020 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.

- PX14A6G

Name of Registrant: Contango Oil & Gas Company Name of persons relying on exemption: California Public Employees Retirement System (CalPERS) Address of persons relying on exemption: 400 Q Street, Sacramento, CA 95811 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 15, 2020 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in its Charter) Texas (State or Other Jurisdiction of Incorporation) 001-16317 (Commission File Number) 95-4079863 (IRS Employer Identification No.

- S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on May 12, 2020 Registration No.

Proxy Statement

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

MCF / Contango Oil & Gas Company PRE 14A - - PRE 14A

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

MCF / Contango Oil & Gas Company / Karlin Asset Management, Inc. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Contango Oil & Gas Company (Name of Issuer) Common Stock, $0.04 Par Value (Title of Class of Securities) 21075N204 (CUSIP Number) March 25, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

Report of W.D. Von Gonten and Company.

EX-99.2 13 mcf-20191231ex992b813f6.htm EX-99.2 Exhibit 99.2 February 17, 2020 Mr. John P. Atwood Senior Vice President Exaro Energy III, LLC 5850 San Felipe, Suite 500 Houston, Texas 77057 Re: Engineering Evaluation Estimate of Reserves & Revenues Year End 2019 SEC Pricing “As of” January 1, 2020 Dear Mr. Atwood: At your request, W.D. Von Gonten & Co. has estimated future reserves and projected ne

Exhibit 4.5

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES AND EXCHANGE ACT OF 1934 General The authorized capital stock of Contango Oil & Gas Company (the “Company”, “we”, “us” and “our”) consists of 205,000,000 shares, which includes 200,000,000 shares authorized as common stock, $0.04 par value, and 5,000,000 shares authorized as preferred stock,

Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-16317

Contango oil & gas COMPANY

EXHIBIT 99.1 Contango oil & gas COMPANY NEWS RELEASE Contango Announces Fourth Quarter and Full Year 2019 Financial Results March 30, 2020 – HOUSTON, TEXAS – Contango Oil & Gas Company (NYSE American: MCF) (“Contango” or the “Company”) announced today its financial results for the fourth quarter and twelve months ended December 31, 2019. Fourth Quarter 2019 Highlights · Closed on purchase agreemen

Organizational Chart.

Exhibit 21.2

Report of William M. Cobb & Associates, Inc.

Exhibit 99.1 William M. Cobb & Associates, Inc. Worldwide Petroleum Consultants 12770 Coit Road, Suite 907 (972) 385-0354 Dallas, Texas Fax: (972) 788-5165 E-Mail: [email protected] March 2, 2020 Ms. Christie Schultz Contango Oil & Gas Company 717 Texas Avenue, Suite 2900 Houston, TX 77002 Dear Ms. Schultz: In accordance with your request, William M. Cobb & Associates, Inc. (Cobb & Associates) has

List of Subsidiaries.

EX-21.1 3 mcf-20191231ex211b8d224.htm EX-21.1 Exhibit 21.1 CONTANGO OIL AND GAS COMPANY LIST OF WHOLLY-OWNED SUBSIDIARIES DECEMBER 31, 2019 Wholly-Owned Subsidiaries of Contango Oil & Gas Company as of 12/31/19 Crimson Exploration Inc. Crimson Exploration Operating, Inc. Contango Resources, Inc. Contango Midstream Company Contango Energy Company Contango Rocky Mountain Inc. Contango Operators, Inc

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 30, 2020 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas (State or Other Jurisdiction of Incorporation) 001-16317 (Commission File Number) 95-4079863 (IRS Employer Identification No.

MCF / Contango Oil & Gas Company / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CONTANGO OIL & GAS (Name of Issuer) Common Stock (Title of Class of Securities) 21075N204 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

CONTANGO OIL & GAS COMPANY 39,648,120 shares of common stock

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-235934 PROSPECTUS CONTANGO OIL & GAS COMPANY 39,648,120 shares of common stock The selling stockholders named in this prospectus (the “selling stockholders”) are offering up to 39,648,120 shares of common stock, par value $0.04 per share (the “common stock”), of Contango Oil & Gas Company (the “Company”) issued to the se

MCF / Contango Oil & Gas Company CORRESP - -

CORRESP Contango Oil & Gas Company 717 Texas Ave., Suite 2900 Houston, Texas 77002 January 21, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Irene Barberena-Meissner Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-235934) Ladies and Gentlemen: Conta

Form S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on January 15, 2020 Registration No.

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 30, 2019 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas (State or Other Jurisdiction of Incorporation) 001-16317 (Commission File Number) 95-4079863 (IRS Employer Identification No.

CONSOLIDATED FINANCIAL STATEMENTS White Star Petroleum, LLC As of December 31, 2018 and 2017 and for the years then ended (with Independent Auditors’ Report therein)

Table of Contents Exhibit 99.1 CONSOLIDATED FINANCIAL STATEMENTS White Star Petroleum, LLC As of December 31, 2018 and 2017 and for the years then ended (with Independent Auditors’ Report therein) Table of Contents Index to Consolidated Financial Statements Index.........................................................................................................................................

UNAUDITED PRO FORMA CONSOLIDATED COMBINED FINANCIAL STATEMENTS

Exhibit 99.3 UNAUDITED PRO FORMA CONSOLIDATED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma consolidated combined financial statements present the historical consolidated financial statements of Contango Oil and Gas Company & Subsidiaries (“Contango”) and the historical consolidated financial statements of White Star Petroleum, LLC (“White Star”), adjusted to give effect to the f

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) White Star Petroleum, LLC As of September 30, 2019 and December 31, 2018 and for the nine months ended September 30, 2019 and 2018

Table of Contents Exhibit 99.2 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) White Star Petroleum, LLC (Debtor-in-Possession) As of September 30, 2019 and December 31, 2018 and for the nine months ended September 30, 2019 and 2018 Table of Contents Index to Condensed Consolidated Financial Statements (Unaudited) Index.......................................................................

Registration Rights Agreement, dated December 23, 2019, by and among Contango Oil & Gas Company and each of the parties set forth in Schedule A thereto.

EX-10.4 6 d855551dex104.htm EX-10.4 Exhibit 10.4 Execution Version REGISTRATION RIGHTS AGREEMENT by and among CONTANGO OIL & GAS COMPANY and THE PURCHASERS PARTY HERETO Table of Contents ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Registrable Securities 4 ARTICLE II REGISTRATION RIGHTS 4 Section 2.1 Shelf Registration 4 Section 2.2 Piggyback Registration 6 Section 2.3 Secondary U

Registration Rights Agreement, dated December 23, 2019, by and among Contango Oil & Gas Company and each of the parties set forth in Schedule A thereto (filed as Exhibit 10.3 to the Company’s Report on Form 8-K dated December 19, 2019, as filed with the Securities and Exchange Commission on December 23, 2019 and incorporated by reference herein).

EX-10.3 Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT by and among CONTANGO OIL & GAS COMPANY and THE PURCHASERS PARTY HERETO Table of Contents ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Registrable Securities 4 ARTICLE II REGISTRATION RIGHTS 4 Section 2.1 Shelf Registration 4 Section 2.2 Piggyback Registration 6 Section 2.3 Secondary Underwritten Offering 8 Secti

Statement of Resolution Establishing Series of Shares Designated Series C Contingent Convertible Preferred Stock of Contango Oil & Gas Company (incorporated by reference to Exhibit 3.1 of the Company’s Report on Form 8-K, filed with the SEC on December 24, 2019).

EX-3.1 2 d855551dex31.htm EX-3.1 Exhibit 3.1 STATEMENT OF RESOLUTION ESTABLISHING SERIES OF SHARES DESIGNATED SERIES C CONTINGENT CONVERTIBLE PREFERRED STOCK OF CONTANGO OIL & GAS COMPANY Pursuant to Section 21.155 and Section 21.156 of the Texas Business Organizations Code (the “Code”): CONTANGO OIL & GAS COMPANY, a Texas corporation (the “Corporation”), certifies that pursuant to the authority c

CONTANGO ANNOUNCES CLOSING OF PRIVATE EQUITY CAPITAL RAISE

EX-99.2 8 d855551dex992.htm EX-99.2 Exhibit 99.2 CONTANGO ANNOUNCES CLOSING OF PRIVATE EQUITY CAPITAL RAISE HOUSTON, Dec. 23, 2019 (GLOBE NEWSWIRE) — Contango Oil & Gas Company (NYSE American: MCF) (“Contango” or the “Company”) today announced that it has closed its previously announced private placement of 19,000,000 shares of common stock and 2,340,000 shares of Series C preferred stock. The Com

Purchase Agreement, dated December 19, 2019, by and among Contango Oil & Gas Company and each of the purchasers set forth in Schedule A thereto.

EX-10.2 4 d855551dex102.htm EX-10.2 Exhibit 10.2 Execution Version PURCHASE AGREEMENT among CONTANGO OIL & GAS COMPANY and THE PURCHASERS PARTY HERETO TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 ARTICLE II AGREEMENT TO SELL AND PURCHASE 4 Section 2.01 Authorization of Sale of the Purchased Securities 4 Section 2.02 Sale and Purchase 4 Section 2.03 Closing 5 Section 2.

CONTANGO ANNOUNCES PRIVATE EQUITY CAPITAL RAISE

EX-99.1 7 d855551dex991.htm EX-99.1 Exhibit 99.1 CONTANGO ANNOUNCES PRIVATE EQUITY CAPITAL RAISE HOUSTON, Dec. 20, 2019 (GLOBE NEWSWIRE) — Contango Oil & Gas Company (NYSE American: MCF) (“Contango” or the “Company”) today announced the execution of agreements with a select group of institutional and accredited investors, including certain funds and accounts advised by T. Rowe Price Associates, In

Purchase Agreement, dated December 19, 2019, by and among Contango Oil & Gas Company and each of the purchasers set forth in Schedule A thereto.

EX-10.1 3 d855551dex101.htm EX-10.1 Exhibit 10.1 Execution Version PURCHASE AGREEMENT among CONTANGO OIL & GAS COMPANY and THE PURCHASERS PARTY HERETO TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 ARTICLE II AGREEMENT TO SELL AND PURCHASE 4 Section 2.01 Authorization of Sale of the Purchased Securities 4 Section 2.02 Sale and Purchase 4 Section 2.03 Closing 4 Section 2.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8–K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 19, 2019 CONTANGO OIL & GAS COMPANY (Exact Name of Registrant as Specified in Charter) Texas 001-16317 95-4079863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.

MCF / Contango Oil & Gas Company / KING LUTHER CAPITAL MANAGEMENT CORP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Contango Oil & Gas Company (Name of Issuer) Common Stock, $0.04 par value (Title of Class of Securities) 21075N204 (CUSIP Number) Jacob D. Smith Principal, General Counsel & CCO Luther King Capital Management Corporation 301 Commerce Street, Sui

MCF / Contango Oil & Gas Company / GOFF JOHN C - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No.

JOINT FILING AGREEMENT

EX-1 Exhibit 1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act of any rule or regulation thereunder (including any amendment, restatement, supplement and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing and/or incorporation by reference of this agreement as an exhibit thereto.

MCF / Contango Oil & Gas Company / GOFF JOHN C - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No.