Contango ORE, Inc. Announces Special Meeting and Proposed Arrangement with Dolly Varden Silver Corporation

Key Highlights from the Announcement

• Special Meeting Scheduled: Contango ORE, Inc. (“Contango”) has filed and mailed definitive proxy materials for a special meeting of shareholders to consider major corporate proposals, including a transformational plan of arrangement with Dolly Varden Silver Corporation (“Dolly Varden”). The meeting will be held virtually on March 17, 2026, at 12:00 P.M. Central Time.
• Voting Deadline: Shareholders are urged to vote well in advance of the proxy voting deadline, which is set for March 13, 2026, at 12:00 P.M. Central Time.
• Three Proposals Up for Vote:
  • Arrangement Proposal: Approval for the issuance of Contango common stock to Dolly Varden shareholders as part of the arrangement.
  • Share Increase Proposal: Increase the number of authorized Contango shares from 45 million to 250 million, with a corresponding amendment to the Certificate of Incorporation.
  • Incentive Plan Proposal: Approval of the 2026 Omnibus Incentive Plan for Contango.

Details of the Proposed Arrangement

• Exchange Ratio: Dolly Varden shareholders will receive 0.1652 Contango shares for each Dolly Varden share held, under a court-approved plan of arrangement governed by the Business Corporations Act (British Columbia).
• Strategic Rationale: The Contango Board, after consulting management and advisors, strongly believes this transaction will benefit shareholders by creating a well-funded North American precious metals company with a diversified asset portfolio, including:
  • High-grade, cash-flowing Manh Choh gold mine in Alaska
  • Several high-grade silver and gold projects in British Columbia and Alaska (Kitsault Valley, Lucky Shot, Johnson Tract Projects)
• Enhanced Market Profile: The merger is expected to increase market capitalization, improve capital markets visibility, potentially lead to index inclusion, broaden research coverage, and attract more institutional investors.
• Financial Strength: The combined company will have significant cash reserves and limited debt, enabling aggressive exploration and development of its asset portfolio.
• Shared Development Philosophy: Focus on advancing high-grade, low-capital expenditure projects near existing infrastructure, supporting a Direct Shipping Ore (DSO) approach to minimize initial capital and accelerate production timelines.
• Board and Management: Post-arrangement, three Dolly Varden directors will join the board of the combined company (total seven directors), with proven mining and business leaders at board and executive levels.
• Support Agreements: Directors, officers, and large shareholders representing approximately 22% of shares in both companies have entered into voting support agreements favoring the arrangement.
• Fixed Exchange Ratio: The exchange ratio is locked and will not fluctuate with changes in relative share prices between signing and closing.
• Fairness Opinion: Canaccord Genuity has issued a fairness opinion, confirming the exchange ratio is fair to Contango shareholders from a financial perspective.
• Board Recommendation: The Contango Board unanimously recommends shareholders vote “FOR” all proposals.

Potential Price-Sensitive Information for Shareholders

• Major Corporate Actions: The approval of the arrangement and the increase in authorized shares are significant corporate events that could impact Contango’s future growth, share liquidity, and valuation.
• Transformation into a Leading Precious Metals Company: The combined asset base, financial strength, and enhanced market profile could potentially re-rate Contango’s shares, attracting new investors and improving trading volumes.
• Voting Support: With substantial insider and major shareholder support (22% of shares), the likelihood of proposal approval is high, increasing certainty for the deal’s completion.
• Shareholder Opportunity: Shareholders have a direct say in approving the arrangement, share increase, and incentive plan, all of which are crucial for the company’s future direction.
• Fixed Exchange Ratio: The fixed exchange ratio removes market risk for Dolly Varden shareholders, which is important for deal certainty and valuation.
• Board and Management Expertise: The addition of experienced directors and mining leaders could enhance operational execution and shareholder confidence.

About Contango ORE, Inc.

• Contango is listed on NYSE American and operates in Alaska, holding a 30% interest in the Peak Gold JV (Manh Choh project), with Kinross Gold Corporation as operator.
• Contango also leases mineral rights for the Johnson Tract (21,000 acres), Lucky Shot (8,600 acres), and holds rights to approximately 145,000 acres and 11,700 acres of State of Alaska mining claims.
• Exclusive rights to explore and develop minerals on these properties.
• More information is available at www.contangoore.com.

Investor Assistance

For questions or voting assistance, shareholders can contact Contango’s proxy solicitation agent, Laurel Hill Advisory Group:

• Phone: 1-877-452-7184 (North America toll-free), 416-304-0211 (collect calls outside North America)
• Text: “INFO” to either number
• Email: [email protected]

Forward-Looking Statements

This article contains forward-looking statements regarding Contango ORE, Inc., including expectations about the arrangement, future operations, asset base, and corporate proposals. Actual results may differ materially due to risks including operational, financial, regulatory, and market uncertainties. Investors should carefully review Contango’s filings with the SEC for additional risk disclosures. Nothing herein is a guarantee of future performance.

Disclaimer

The information provided above is intended for informational purposes only and does not constitute financial advice, investment recommendations, or an offer to buy or sell securities. Investors should conduct their own due diligence and consult with qualified advisers before making any investment decisions. The author is not responsible for any actions taken based on the content of this article.

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