CONTANGO ORE, INC. ANNOUNCES FILING AND MAILING OF SPECIAL MEETING PROXY STATEMENT IN CONNECTION WITH THE PROPOSED PLAN OF ARRANGEMENT WITH DOLLY VARDEN

Rhea-AI Summary

Contango ORE (NYSE:CTGO) filed and mailed its definitive proxy statement dated February 13, 2026, for a special meeting to approve a proposed plan of arrangement with Dolly Varden.

Key facts: virtual meeting March 17, 2026 at 12:00 PM CT; proxy voting deadline March 13, 2026; exchange ratio 0.1652; authorized shares increase 45,000,000 to 250,000,000; board unanimously recommends approval; voting support agreements represent ~22%.

Positive

• Fixed exchange ratio of 0.1652 shares of Contango per Dolly Varden share
• Authorized share count increased to 250,000,000, enabling transaction issuance
• Contango Board unanimously recommends all three proposals
• Voting support agreements cover approximately 22% of outstanding shares

Negative

• Authorized shares rise from 45,000,000 to 250,000,000 (significant dilution potential)
• Issuance to Dolly Varden shareholders at 0.1652 exchange ratio may dilute current holders
• Arrangement requires court approval and stockholder vote (proxy deadline Mar 13, 2026)

Market Reaction – CTGO

+4.10% $28.96

15m delay 7 alerts

+4.10% Since News

$28.96 Last Price

$28.02 $29.38 Day Range

+$19M Valuation Impact

$487M Market Cap

0.5x Rel. Volume

Following this news, CTGO has gained 4.10%, reflecting a moderate positive market reaction. Our momentum scanner has triggered 7 alerts so far, indicating moderate trading interest and price volatility. The stock is currently trading at $28.96. This price movement has added approximately $19M to the company's valuation.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Silver for real-time data.

Key Figures

Special meeting date: March 17, 2026, 12:00 P.M. CT Proxy voting deadline: March 13, 2026, 12:00 P.M. CT Authorized shares increase: 45,000,000 to 250,000,000 +5 more

8 metrics

Special meeting date March 17, 2026, 12:00 P.M. CT Virtual stockholder meeting to vote on merger-related proposals

Proxy voting deadline March 13, 2026, 12:00 P.M. CT Cut-off to submit votes ahead of special meeting

Authorized shares increase 45,000,000 to 250,000,000 Share Increase Proposal in Charter Amendment

Exchange ratio 0.1652 CTGO share per Dolly Varden share Consideration under Arrangement Agreement dated December 7, 2025

Voting support ownership 22% of outstanding shares Directors, officers and key stockholders backing the Arrangement

Board size post‑deal 7 directors Three current Dolly Varden directors joining combined company board

Fairness opinion date December 7, 2025 Canaccord Genuity opinion on exchange ratio fairness

Voting support each company 22% of shares for Contango and Dolly Varden Voting agreements in favor of the Arrangement

Market Reality Check

Price: $27.82 Vol: Volume 206,216 is below 2...

normal vol

$27.82 Last Close

Volume Volume 206,216 is below 20-day average of 247,296 (relative volume 0.83x). normal

Technical Trading above 200-day MA of 23, 19.08% below 52-week high of 34.38, and well above 52-week low of 8.85 (214.35%).

Peers on Argus

CTGO was up 2.02% while key peers showed mixed moves: GLDG, VGZ, USAU and GORO w...

3 Up

CTGO was up 2.02% while key peers showed mixed moves: GLDG, VGZ, USAU and GORO were positive, HYMC was negative. Momentum scanner flagged HYMC, PZG and THM all moving up, but CTGO’s move is not flagged as part of a broader sector rotation.

Historical Context

5 past events · Latest: Feb 17 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 17	Corporate operations update	Neutral	-7.5%	Provided updates on Johnson Tract permitting, Manh Choh operations and hedge settlements.
Feb 12	Financing webinar	Negative	-9.1%	Announced webcast to discuss recent financing directed toward reducing hedge book.
Feb 12	Equity offering closed	Negative	-9.1%	Closed $50M underwritten offering of common stock and pre-funded warrants for hedge actions.
Feb 11	Equity offering announced	Negative	+0.9%	Announced $50M underwritten offering to fund hedge buybacks and purchase gold puts.
Dec 08	Merger announcement	Positive	-0.8%	Announced merger with Dolly Varden to form Contango Silver & Gold Inc. with 0.1652 ratio.

Pattern Detected

Recent financings and the Dolly Varden merger announcement often saw negative price reactions, including declines on both the equity offering and related hedge updates.

Recent Company History

Over the last few months, CTGO has combined strategic M&A and balance sheet moves. A Dec 8, 2025 merger-of-equals with Dolly Varden targeted roughly 50/50 ownership and a 0.1652 exchange ratio. In February 2026, CTGO announced and closed a $50 million equity and pre-funded warrant offering, then detailed hedge buybacks and Manh Choh operations in an Feb 17, 2026 update. Today’s proxy-related announcement operationalizes that merger, following earlier 8-K and DEFM14A filings describing the same structure and share increase.

Market Pulse Summary

This announcement advances the previously disclosed combination with Dolly Varden by filing and mail...

Analysis

This announcement advances the previously disclosed combination with Dolly Varden by filing and mailing the definitive proxy for a March 17, 2026 special meeting. Stockholders are asked to approve the share issuance, a jump in authorized shares from 45,000,000 to 250,000,000, and a 2026 Omnibus Incentive Plan. Voting support agreements covering about 22% of shares and a fairness opinion on the 0.1652 exchange ratio frame the process, while earlier financing, hedge actions, and project updates remain key context for capital structure and execution risk.

Key Terms

plan of arrangement, proxy statement, exchange ratio, omnibus incentive plan, +4 more

8 terms

plan of arrangement regulatory

"approve the previously announced plan of arrangement (the "Arrangement") with Dolly Varden"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

proxy statement regulatory

"filed its definitive proxy statement dated February 13, 2026 (the "Proxy Statement")"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

exchange ratio financial

"Dolly Varden Shares will be acquired at an exchange ratio of 0.1652 of a share"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

omnibus incentive plan financial

"Proposal No. 3 – Incentive Plan Proposal – to approve the 2026 Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

direct shipping ore technical

"supporting a potential Direct Shipping Ore ("DSO") approach to minimize initial capital"

Direct shipping ore is high‑grade mineral material that can be sold and transported to metal buyers or processors without needing on‑site crushing, concentration or complex treatment. For investors, it matters because it typically generates revenue faster and with much lower upfront processing costs—like selling ripe fruit at market instead of investing in a kitchen to prepare it—so projects with direct shipping ore can show quicker cash flow and lower capital risk, though such deposits may be smaller or deplete sooner.

fairness opinion financial

"Canaccord Genuity has provided a fairness opinion to the Contango Board"

A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.

business corporations act (british columbia) regulatory

"court-approved plan of arrangement under the Business Corporations Act (British Columbia)"

A provincial law that sets the rules for forming, managing and winding up corporations registered in British Columbia, including how directors and shareholders must act, what information companies must disclose, and how disputes are handled. Investors care because it provides a predictable rulebook — like referees and play-by-play rules in a game — that protects shareholder rights, clarifies management duties and disclosure obligations, and therefore affects a company’s legal risk and investment value.

voting support agreements regulatory

"voting support agreements have been entered into with all directors and officers"

A voting support agreement is a pact where one or more shareholders promise to vote their shares a certain way on a specific corporate proposal, such as a merger, director election, or restructuring. For investors this matters because the agreement can make it much more likely that the proposal will pass — like a block of neighbors agreeing in advance to back a project — which reduces uncertainty about the company’s future but can also limit opposition and affect the value of minority holdings.

AI-generated analysis. Not financial advice.

FAIRBANKS, Alaska, Feb. 23, 2026 /PRNewswire/ - Contango ORE, Inc. ("Contango" or the "Company") (NYSE American: CTGO) is pleased to announce that it has filed its definitive proxy statement dated February 13, 2026  (the "Proxy Statement") and related documents (collectively, the "Meeting Materials") with the Securities and Exchange Commission in connection with its upcoming special meeting (the "Meeting") of the Contango Stockholders to consider and vote on a proposal  to approve the previously announced plan of arrangement (the "Arrangement") with Dolly Varden Silver Corporation ("Dolly Varden"). Any capitalized terms which are used herein but not defined have the meanings ascribed to them in the Proxy Statement.

The Meeting Materials have also been mailed to stockholders and can be accessed online on Contango's website at www.contangoore.com/investors/special-meeting, and under the Company's EDGAR profile.

Meeting Details

The Meeting will be held virtually at the following website: www.meetnow.global/MZZQV69, at 12:00 P.M. Central Time on March 17, 2026.

Stockholders are urged to vote as soon as possible, well in advance of the proxy voting deadline of 12:00 P.M. Central Time on March 13, 2026.

At the special meeting, Contango Stockholders will be asked to consider and vote on the following proposals:

1. Proposal No. 1 – The Arrangement Proposal – to approve the issuance of common stock of Contango to Dolly Varden Shareholders in connection with the Arrangement;
2. Proposal No. 2 – The Share Increase Proposal – to approve the increase of the number of authorized Contango Shares from 45,000,000 shares to 250,000,000 shares and the related amendment to the Contango Certificate of Incorporation that will be set forth in the Charter Amendment; and
3. Proposal No. 3 – Incentive Plan Proposal – to approve the 2026 Omnibus Incentive Plan of Contango.

The Arrangement

Pursuant to the Arrangement Agreement dated December 7, 2025, Dolly Varden Shares will be acquired at an exchange ratio of 0.1652 of a share of common stock of Contango. The Arrangement will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia).

Reasons for the Arrangement

In evaluating the Arrangement Agreement and the transactions contemplated thereby, the Contango Board consulted with Contango's senior management and legal and financial advisors. The Contango Board considered a number of factors when evaluating the Arrangement, many of which support the Contango Board's determination that the transactions contemplated by the Arrangement Agreement are advisable to and in the best interests of Contango and Contango Stockholders. The Contango Board considered these factors as a whole and without assigning relative weight to each such factor, and overall considered the relevant factors to be favorable to, and supportive of, its determinations and recommendations. These factors (which are not necessarily presented in order of relative importance and are not exhaustive) included:

• the belief that the Arrangement will provide investors with a unique opportunity to participate in the upside of a well-funded North American asset portfolio consisting of the cash flowing high-grade Manh Choh gold mine in Alaska, as well as several high-grade silver and gold projects located in British Columbia and Alaska including the Kitsault Valley, Lucky Shot and Johnson Tract Projects;
• the belief that the combination will create a leading North American-focused precious metals company with a complementary, multi-stage asset portfolio ranging from current production and cash flow to advanced-stage exploration and development;
• the belief that the combined company will be well-funded, with significant cash reserves, and limited debt, enabling it to aggressively pursue exploration and development programs across its asset portfolio;
• the belief that the combined company will benefit from a proven track record of exploration success and significant exploration upside across a larger, more diverse portfolio of properties;
• the belief in a shared development philosophy focused on advancing high-grade, low-capital expenditure projects that are strategically located near existing infrastructure, supporting a potential Direct Shipping Ore ("DSO") approach to minimize initial capital and accelerate paths to production;
• the belief that the combined company's increased market capitalization and scale will enhance its capital markets profile, leading to additional potential index inclusion, broader research coverage, and increased institutional ownership;
• that significant stockholders of both Contango and Dolly Varden, in addition to all directors and officers, have entered into voting support agreements in favor of the Arrangement, representing approximately 22% of the outstanding shares of each company, respectively;
• the belief that the restrictions imposed on Contango's business and operations during the pendency of the Arrangement are reasonable and not unduly burdensome;
• that the Exchange Ratio to Dolly Varden Shareholders is fixed and will not fluctuate in the event that the market price of Dolly Varden Shares increases relative to the market price of Contango Shares between the date of the Arrangement Agreement and the Closing;
• the likelihood of consummation of the Arrangement and the Contango Board's evaluation of the likely timeframe necessary to close the Arrangement;
• that Contango Stockholders will have the opportunity to vote on the Arrangement Proposal, which is a condition precedent to the Arrangement;
• that following the Arrangement, three of the current directors of Dolly Varden will join the board of directors of the combined company for a total of seven directors, and management of the combined company will feature proven and experienced mining and business leaders at both the board and executive management levels;
• the Contango Board's knowledge of, and discussions with, Contango's senior management and advisors regarding Contango's and Dolly Varden's business operations, financial condition, results of operations and prospects, taking into account Contango's due diligence investigation of Dolly Varden; and
• Canaccord Genuity has provided a fairness opinion to the Contango Board, dated December 7, 2025, stating that, as of the date thereof, and based upon and subject to the assumptions, limitations and qualifications stated therein, the Exchange Ratio is fair, from a financial point of view, to the Contango Stockholders.

Board Recommendation

The Contango Board unanimously recommends that Contango Stockholders vote "FOR" the Arrangement Proposal, the Share Increase Proposal, and the Incentive Plan Proposal.

Voting Support Agreements

Voting support agreements have been entered into with all directors and officers of Contango and certain large stockholders, who collectively beneficially own (or exercise control or direction over) approximately 22% of the outstanding Contango shares as of the date of the Arrangement Agreement, and have agreed (subject to the terms of the agreements) to vote in favor of the Arrangement.

Stockholder Questions & Voting Assistance

If you have questions about the Proxy Statement or need help voting, please contact Contango's proxy solicitation agent, Laurel Hill Advisory Group, by phone at 1-877-452-7184 (North America toll-free) or 416-304-0211 (collect calls outside North America), by text message by texting "INFO" to either number, or by email at assistance@laurelhill.com. 

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 Alaska. Contango holds a 30% interest in the Peak Gold JV, which leases approximately 675,000 acres of land for exploration and development on the Manh Choh project, with the remaining 70% owned by KG Mining (Alaska), Inc., an indirect subsidiary of Kinross Gold Corporation, operator of the Peak Gold JV. The Company and its subsidiaries also have (i) a lease on the Johnson Tract project, which consists of mineral rights to approximately 21,000 acres located near tidewater, 125 miles southwest of Anchorage, Alaska, from the underlying owner, CIRI, (ii) a lease on the Lucky Shot project, which consists of mineral rights to approximately 8,600 acres of State of Alaska and patented mining claims located in the Willow Mining District about 75 miles north of Anchorage, Alaska, from the underlying owner, Alaska Hardrock Inc., (iii) mineral rights to approximately 145,000 acres of State of Alaska mining claims, and (iv) mineral rights to approximately 11,700 acres of State of Alaska mining claims and upland mining leases, all of which give Contango the exclusive right to explore and develop minerals on these lands. Additional information can be found on our web page at www.contangoore.com.   

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 U.S. or the inability to obtain mining permits. Additional information on these and other factors which could affect Contango's operations program or financial results are included in Contango's other reports on file with the U.S. Securities and Exchange Commission. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from the projections in the forward-looking statements. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Contango does not assume any obligation to update forward-looking statements should circumstances or management's estimates or opinions change.

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SOURCE Contango Ore

FAQ

When is Contango (CTGO) holding the special meeting to vote on the Dolly Varden arrangement?

The special meeting is scheduled for March 17, 2026 at 12:00 PM CT. According to Contango, the meeting will be virtual at www.meetnow.global/MZZQV69 and stockholders must vote before the proxy deadline of March 13, 2026.

What is the exchange ratio in the proposed arrangement between Contango (CTGO) and Dolly Varden?

Dolly Varden shares will be exchanged for 0.1652 Contango shares per Dolly Varden share. According to Contango, the Exchange Ratio is fixed and will not fluctuate if Dolly Varden or Contango share prices change prior to closing.

How does the Contango (CTGO) authorized share increase affect shareholders?

Contango proposes increasing authorized shares from 45,000,000 to 250,000,000, expanding issuance capacity. According to Contango, this amendment enables the Arrangement and related issuances but may increase dilution risk for current shareholders if new shares are issued.

Does Contango (CTGO) recommend that shareholders vote for the arrangement with Dolly Varden?

Yes — the Contango Board unanimously recommends voting "FOR" all three proposals. According to Contango, the Board concluded the Arrangement and related proposals are advisable and in the best interests of Contango and its stockholders.

What shareholder support exists for the Contango (CTGO) and Dolly Varden Arrangement?

Voting support agreements cover approximately 22% of outstanding shares of each company. According to Contango, all directors and officers and certain large holders entered agreements to support the Arrangement, subject to the agreements' terms.