Contango : Prospectus 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION, if you are in any doubt about the contents of this Document you should consult a person authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

This Document is a prospectus relating to Contango Holdings plc (the "Company") which has been approved by the Financial Conduct Authority (the "FCA"), as competent authority under Regulation (EU) 2017/1129 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and has been filed with the FCA in accordance with Rule 3.2 of the Prospectus Regulation Rules. The FCA only approves this prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the quality of the securities that are, or the Company which is the, subject of this prospectus. Investors should make their own assessment as to the suitability of investing in the securities. This Document has been drawn up as a simplified prospectus in accordance with Article 14 of the UK Prospectus Regulation.

This Document together with the documents incorporated into it by reference (as set out in Part IV) will be made available to the public in accordance with UK Prospectus Regulation Rule 3.2 by the same being made available free of charge at www.contango-holdings-plc.co.uk and at the Company's registered office at 1 Charterhouse Mews, London, EC1M 6BB, United Kingdom.

The Directors, whose names appear on page 30, and the Company accept responsibility for the information contained in this Document. To the best of the knowledge of the Company and the Directors, the information contained in this Document is in accordance with the facts and this Document makes no omission likely to affect the import of such information.

THE WHOLE OF THE TEXT OF THIS DOCUMENT INCLUDING ALL THE INFORMATION INCORPORATED BY REFERENCE SHOULD BE READ BY PROSPECTIVE INVESTORS. IN PARTICULAR YOUR ATTENTION IS SPECIFICALLY DRAWN TO THE DISCUSSION OF CERTAIN RISKS AND OTHER FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE ORDINARY SHARES AS SET OUT IN THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 11 OF THIS DOCUMENT WHICH YOU SHOULD READ IN FULL.

CONTANGO HOLDINGS PLC

(Incorporated in England and Wales with company number 10186111)

Placing of 125,000,000 Shares of £0.01 each at 6p per Share

and

Issue of 21,390,000 Performance Shares

Financial Adviser & Broker

Tavira Financial Limited

Issued share capital immediately following Placing and Admission

472,794,023 Fully Paid Shares of £0.01 each

The current entire issued share capital of the Company ("Existing Ordinary Shares") is admitted to the Official List of the UK Listing Authority (the "Official List") (by way of a standard listing under Chapter 14 of the listing rules published by the UK Listing Authority ("Listing Rules")) and to the London Stock Exchange plc ("London Stock Exchange"). Application will be made for the immediate admission of the Placing Shares and Performance Shares to trading on the Main Market for listed securities("Admission").

It is expected that Admission will become effective and that dealings for normal settlement in the Placing Shares and Perfomance Shares will commence at 8.00 a.m. (London time) on 7 November 2022. No application is currently intended to be made for the Placing Shares and Perfomance Shares to be admitted to listing or dealing on any other exchange. The Company will comply with its obligation to publish a further supplementary prospectus containing further updated information required by law or any regulatory authority but assumes no further obligation to publish additional information.

This document does not constitute an offer to sell or the solicitation of an offer or invitation to subscribe for, or solicitation of an offer or solicitation or invitation to buy or subscribe for, Ordinary Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company.

Tavira Financial Limited ("Tavira") have been appointed by the Company as its broker ("Broker") in connection with the Placing. The Broker, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no one else in relation to the Placing. The Broker will not regard any other person (whether or not a recipient of this Document) as its client in relation to the Placing and will not be responsible to anyone (other than the Company in respect to Admission) for protections afforded to the clients of the Broker or for providing any advice in relation to Admission or the Placing, the contents of this Document or any transaction or arrangement referred to herein. No liability whatsoever is accepted by the Broker for the accuracy of any information or opinions contained in this Document or for the omission of any material information, for which it is not responsible. However, nothing in this paragraph excludes or limits any responsibility which the Broker may have under the Financial Services and Market Act 2000 or the regulatory regime established thereunder, or which, by law or regulation cannot otherwise be limited or excluded.

OVERSEAS SHAREHOLDERS

The Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States or under applicable securities laws of Canada or Japan. Subject to certain exceptions, the Shares may not be offered, sold, resold, transferred or distributed directly

or indirectly, and this Document may not be distributed by any means including electronic transmission within, into, in or from the United States or to or for the account or benefit of persons in the United States, South Africa, the Republic of Ireland, Canada, Japan or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction. This Document does not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for Shares in any jurisdiction in which such offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company. The Shares may not be taken up, offered, sold, resold, transferred or distributed, directly or indirectly within, into or in the United States except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act. There will be no public offer in the United States, although the Company may sell the Shares in a private placement transaction in the United States pursuant to an exemption from registration.

The distribution of this Document in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possessions this Document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

None of the Shares have been approved or disapproved by the United States Securities and Exchange Commission (the "SEC"), any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed comment upon or endorsed the merit of the offer of the Shares or the accuracy or the adequacy of this Document. Any representation to the contrary is a criminal offence in the United States.

The Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States or under applicable securities laws of Canada or Japan. Subject to certain exceptions, the Shares may not be offered, sold, resold, transferred or distributed directly or indirectly, and this Document may not be distributed by any means including electronic transmission within, into, in or from the United States or to or for the account or benefit of persons in the United States, South Africa, the Republic of Ireland, Canada, Japan or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction. This Document does not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for Shares in any jurisdiction in which such offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company. The Shares may not be taken up, offered, sold, resold, transferred or distributed, directly or indirectly within, into or in the United States except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act. There will be no public offer in the United States, although the Company may sell the Shares in a private placement transaction in the United States pursuant to an exemption from registration.

Certain information in relation to the Company is incorporated by reference into this Document. Capitalised terms used herein have the meanings ascribed to them at the end of this Document under the heading "Definitions".

This Document is dated 1 November 2022

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CONTENTS
	Page
SUMMARY........................................................................................................................................	4
RISK FACTORS.................................................................................................................................	11
CONSEQUENCES OF STANDARD LISTING ...................................................................................	23
IMPORTANT INFORMATION ............................................................................................................	24
EXPECTED TIMETABLE OF PRINCIPAL EVENTS ...........................................................................	29
STATISTICS.......................................................................................................................................	29
DIRECTORS, SECRETARY AND ADVISERS ....................................................................................	30
PART I - INFORMATION ON THE COMPANY .................................................................................	31
PART II - DIRECTORS AND CORPORATE GOVERNANCE ............................................................	38
PART III - THE PLACING AND CONVERTIBLE LOAN NOTE..........................................................	40
PART IV - HISTORICAL FINANCIAL INFORMATION OF THE GROUP ..........................................	43
PART V - OPERATING AND FINANCIAL REVIEW .........................................................................	45
PART VI - CAPITALISATION AND INDEBTEDNESS........................................................................	47
PART VII - TAXATION.......................................................................................................................	48
PART VIII - ADDITIONAL INFORMATION .......................................................................................	50
PART IX - NOTICES TO INVESTORS...............................................................................................	69
DEFINITIONS ...................................................................................................................................	71

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SUMMARY

SECTION A - INTRODUCTION AND WARNINGS

Introduction

The legal and commercial name of the issuer is Contango Holdings plc (the "Company") with the registered address at 1 Charterhouse Mews, London, EC1M 6BB, United Kingdom and telephone number [phone]. The Company's international securities

identification number (ISIN) is GB00BF0F5X78 and its legal entity identifier (LEI) is 213800HZ69B3QHCUGX36. This Document has been approved on 1 November 2022 by the Financial Conduct Authority (the "FCA") (whose address is at 12 Endeavour Square, London, E20 1JN, United Kingdom and telephone number is 020 7066 1000), as competent authority in the United Kingdom under Regulation (EU) 2017/1129.

Warnings

This summary should be read as an introduction to this Document. Any decision to invest in the Shares should be based on consideration of this Document as a whole by the investor. The Investor could lose all or part of the invested capital.

Civil liability attaches only to those persons who have tabled this summary including any translation thereof but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of this Document or it does not provide, when read together with the other parts of this Document, key information in order to aid investors when considering whether to invest in such securities.

SECTION B - KEY INFORMATION ON THE ISSUER

Who is the Issuer of the Securities?

Issuer: The Company was incorporated as a company with limited liability on 18 May 2016 under the laws of England and Wales under the Companies Act with an indefinite life and with company number 10186111 and LEI, 213800HZ69B3QHCUGX36. The Company is authorised to issue one class of shares ("Shares") and had the Shares admitted by the FCA to a Standard Listing and to trading on the London Stock Exchange's Main Market for listed securities on 1 November 2017 and following the reverse takeover further re-admitted on 26 June 2020

("Re-Admission").

Principal Activities

The Company is principally engaged in developing the Lubu coking coal project ("Lubu" or "Lubu Coking Coal Project") in Zimbabwe. The Company has commenced mining of coking coal, entered an offtake agreement for the sale of coking coal and intends to initially scale production up to 300,000 tonnes of washed coal per annum to be sold domestically and in the Southern African region. In the longer term and subject to raising additional financing, the Company will seek to develop a fully integrated coke production business as there is a material margins to be gained from upgrading the coking coal to a coke product. Coke is an important raw material used in steel and ferroy alloys furnaces in Zimbabwe, the Southern African region and globally. Moreover, the Company is exploring the sale of thermal coal subject to viable logistical solution to reach the export market. The Company owns 70% per cent. of the share capital of Monaf Investments (Private) Limited ("Monaf"), the owner of Lubu.

Also, since Re-Admission the Company acquired two adjacent gold projects in Mali being Garolo and Ntiela which are collectively referred to as Garolo-Ntiela ("Garolo") . The Company owns 75 per cent. of the share capital of Contango Gold Mali Sarl ("CGM"),the owner of Garolo and 100% of the Ntiela project. The Company has undertaken initial exploration work on Garolo and is pursuing discussions with strategic investors to determine the best route of development following the identification of larger target resource of approximately 2m oz's which will require further development capital.

Art 7, 3

Art 7, 5

LR 2.2.10(2)(a)

Art 7, 4(b)

Art 7, 6(a)

LR 2.2.1(1)

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Company Strategy

The Company commenced mining operations at Lubu in March 2022 and is now finalising the installation of mining equipment and the wash plant with associated infrastructure to deliver its first coal to be sold. The Group has entered into one offtake agreement for 10,000 tonnes per month, however, it is seeking to scale production up to 300,000 tonnes per annum with the support of additional offtake agreements that are subject to ongoing discussion.

Subject to additional financing, the Company is seeking to become a fully integrated coke production business through the addition of coke batteries on site at Lubu. The coke will likely be sold to the steel and ferro alloy industries in Zimbabwe, Southern African region and globally.

Finally, the Company is undertaking a number of discussions with strategic investors on the best route to develop the Garolo project due to the considerably larger size of the project than first envisaged.

Major Shareholders

The Directors are aware of the following persons, who, as at the date of this Document and following the Placing of 125,000,000 Shares at a price of 6 pence per Share (the "Placing") will have a notifiable, direct or indirect, interest in the Company's capital or Voting Rights of five per cent. (5 per cent.) or more:

	Holding on	% Issued		Holding on
	the date of	Share	Holdings on	Admission
Shareholder	this Document	Capital	Admission	%
Pershing Nominees Limited	53,146,092	16.3%		11.2%
Namdar Family Holding LLC	Nil		41,666,667	8.8%
HL Nominees Limited	41,143,883	12.6%		8.7%
RAB Capital	36,515,149	11.2%	44,848,482	9.5%
Interactive Nominees Limited	25,315,043	7.8%		5.4%
Luna Nominees Limited	17,281,666	5.3%		3.7%
Lynchwood Nominees Limited	13,964,266	4.3%		3.0%
Vidacos Nominees Limited	11,719,577	3.6%		2.5%
HSDL Nominees Limited	10,452,105	3.2%		2.2%

On Admission, such Shareholders will not have special Voting Rights in relation to the Shares and the Shares owned by them will rank pari passu in all respects with other Shares.

Directors: Carl Esprey, Roy Pitchford and Oliver Stansfield are Directors.
Statutory Auditors: The Company's auditors are Crowe U.K. LLP whose address is 55 Ludgate	Art 7, 6(b)
Hill, London EC4M 7JW which is regulated by the FCA with registration number 400456.

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