#United States #Proxy Statement #Contango ORE #Fairbanks #Dolly Varden

Overview of the Arrangement

Contango Ore, Inc. is making significant strides as it holds a pivotal moment in its corporate trajectory with the announcement of its definitive proxy statement dated February 13, 2026. This announcement coincides with its aim to facilitate a proposed plan of arrangement with Dolly Varden Silver Corporation. Notably, this strategic alignment is seeking approval from Contango's stockholders to advance their joint interests.

Details of the Special Meeting

Scheduled to occur virtually on March 17, 2026, at noon Central Time, the special meeting will allow stockholders to discuss and vote on crucial proposals. The primary items on the agenda include the Arrangement Proposal, which pertains to issuing common stock of Contango to Dolly Varden shareholders, and the Share Increase Proposal, which suggests augmenting the number of authorized shares significantly.

Contango's management is encouraging stakeholders to vote promptly, ideally before the voting deadline of March 13, 2026. This proactive measure is intended to maximize shareholder participation in the decision-making process.

The Arrangement Proposal

The proposed arrangement signifies a noteworthy acquisition strategy where Dolly Varden shares will be exchanged at a fixed ratio of 0.1652 of a share of Contango’s common stock. Under the Business Corporations Act (British Columbia), this arrangement promises to enhance the portfolio of both companies by combining their resources and strengths.

Strategic Rationale Behind the Arrangement

The Contango Board has undertaken a thorough analysis in consultation with senior management and advisors, weighing numerous factors that validate the proposed arrangement. Key among these are the investment opportunities presented by a robust North American asset portfolio, including the high-performing Manh Choh gold mine and several promising silver and gold projects in Alaska and British Columbia.

The board believes that this merger will form a leading North American precious metals entity characterized by a diversified asset portfolio. The synergies between the two companies are expected to provide enhanced funding options, creating a financially empowered entity with reduced debt levels.

The strategic assessment also underscores the benefits of a united vision for advancing high-quality, low-capital projects strategically placed near existing infrastructure, ultimately expediting production timelines for both companies.

Upcoming Developments

In terms of governance, the merged entity anticipates that three current directors from Dolly Varden will be incorporated into Contango's board, ensuring a cohesive leadership framework. Additionally, the introduction of the 2026 Omnibus Incentive Plan aims to align the interests of management with those of the shareholders, fostering comprehensive benefits for all parties involved.

Support for the Arrangement

A notable 22% of shares from both Contango and Dolly Varden shareholders, including directors and officers, have expressed their agreement to the arrangement through voting support agreements, highlighting a shared commitment to this strategic initiative.

Conclusion

As Contango Ore progresses towards the special meeting, stakeholders are encouraged to engage actively in the voting process. This essential arrangement with Dolly Varden stands to redefine the landscape for both companies, potentially opening new avenues for growth and discovery in the mining industry. Stakeholders wishing to seek clarity on the arrangement or requiring support in the voting process are invited to connect with Contango's proxy solicitation agent.

With the approach of this significant date, all eyes are set on March 17, 2026, as Contango Ore, Inc. seeks to cement its collaborative future with Dolly Varden, marking a transformative chapter in its ongoing journey in the exploration and development of precious metals.