INDEPENDENT PROXY ADVISORY FIRMS RECOMMEND CONTANGO ORE, INC. STOCKHOLDERS VOTE "FOR" PROPOSED ARRANGEMENT WITH DOLLY VARDEN SILVER CORPORATION
The Special Meeting is scheduled for
Under the Arrangement, Contango will acquire all of the issued and outstanding common shares of Dolly Varden. Each Dolly Varden common share will be exchanged for 0.1652 of a Contango common share, or, for eligible holders who validly elect, 0.1652 of an exchangeable share, in each case subject to the terms and conditions of the Arrangement. No fractional shares will be issued.
Your vote is important. Vote well in advance of the proxy voting deadline on
Stockholder questions or need voting assistance? Please contact
ISS Recommendation
ISS recommends that Contango stockholders vote FOR: the Arrangement Proposal
"ISS's recommendation reinforces the clear strategic and financial merits of our proposed Arrangement with Dolly Varden Silver. This transaction creates a stronger, well-capitalized North American precious metals company with enhanced scale and market relevance, while positioning us to advance a high-quality portfolio of exploration and development assets. We encourage all Contango stockholders to vote FOR the Arrangement Proposal, the Share Increase Proposal and the Incentive Plan Proposal well in advance of the
Benefits of the Arrangement
Highlights of the Arrangement for Contango stockholders include:
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Fairness opinion: Contango's Board received a fairness opinion from
Canaccord Genuity Corp. that, as ofDecember 7, 2025 , the exchange ratio was fair, from a financial point of view, to Contango stockholders. - Balanced pro forma ownership: Following completion of the Arrangement, Contango stockholders are anticipated to own 50% of the pro forma combined company (based on a fully diluted in-the-money calculation).
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Experienced leadership and governance: Following completion of the Arrangement, the combined company's executive team is expected to include
Rick Van Nieuwenhuyse as Chief Executive Officer,Shawn Khunkhun as President, andMichael Clark as Executive Vice President and Chief Financial Officer, with a seven-member board comprised of directors from both Contango and Dolly Varden. -
New corporate identity: The name of the combined company is expected to be
Contango Silver & Gold Inc.
Stockholders Encouraged to Vote Ahead of the Proxy Deadline
The Contango Board of Directors unanimously recommends that stockholders vote FOR each of the proposals to be considered at the Special Meeting.
The proxy voting deadline for internet and telephone voting is
Stockholder Questions & Voting Assistance
If you have questions about the Proxy Statement or need help voting, please contact Contango's proxy solicitation agent,
ABOUT CONTANGO
Contango is a NYSE American listed company that engages in the exploration for and development and production of gold and associated minerals in
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements regarding Contango that are intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995, based on Contango's current expectations and includes statements regarding future results of operations, quality and nature of the asset base, the assumptions upon which estimates are based and other expectations, beliefs, plans, objectives, assumptions, strategies or statements about future events or performance (often, but not always, using words such as "expects", "projects", "anticipates", "plans", "estimates", "intends", "believes", "ensures", "forecasts", "predicts", "proposes", "contemplates", "aims", "seeks", "continues", "potential", "positioned", "strategy", "outlook", "future", "going forward", "designed to", and similar expressions or other words of similar meaning, and the negatives thereof, or stating that certain actions, events or results "may", "might", "will", "should", "would", or "could" be taken, or that they are "possible", "probable", or "likely" to occur or be achieved). However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to: the risks of the exploration and the mining industry (for example, operational risks in exploring for and developing mineral reserves; risks and uncertainties involving geology; the speculative nature of the mining industry; the uncertainty of estimates and projections relating to future production, costs and expenses; the volatility of natural resources prices, including prices of gold and associated minerals; the existence and extent of commercially exploitable minerals in properties acquired by Contango or the Peak Gold JV; ability to realize the anticipated benefits of the Peak Gold JV; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; the interpretation of exploration results and the estimation of mineral resources; the loss of key employees or consultants; health, safety and environmental risks and risks related to weather and other natural disasters); uncertainties as to the availability and cost of financing; Contango's inability to retain or maintain its relative ownership interest in the Peak Gold JV; inability to realize expected value from acquisitions; inability of our management team to execute its plans to meet its goals; the extent of disruptions caused by an outbreak of disease, such as the COVID-19 pandemic; and the possibility that government policies may change, political developments may occur or governmental approvals may be delayed or withheld, including as a result of presidential and congressional elections in the
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