[8-K] Contango ORE, Inc. Reports Material Event
Rhea-AI Filing Summary
Contango Ore, Inc. has received recommendations from two independent proxy advisory firms, including ISS, that stockholders vote “For” its proposed plan of arrangement with Dolly Varden Silver Corporation. The special meeting will be held online on March 17, 2026, with a proxy voting deadline of March 13, 2026.
Under the Arrangement, Contango will acquire all Dolly Varden common shares, with each Dolly Varden share exchanged for 0.1652 of a Contango common share or an exchangeable share, subject to the terms of the deal. A fairness opinion from Canaccord Genuity found the exchange ratio fair as of December 7, 2025.
After completion, Contango stockholders are expected to own 50% of the fully diluted pro forma company. The combined business is expected to be led by Rick Van Nieuwenhuyse as CEO, Shawn Khunkhun as President, and Michael Clark as Executive Vice President and CFO, and to adopt the new name Contango Silver & Gold Inc.
Positive
- None.
Negative
- None.
Insights
Proxy advisors back a 50/50 merger creating a larger precious metals company.
The Arrangement would see Contango acquire all Dolly Varden shares via share exchange, with each Dolly Varden share converted into 0.1652 of a Contango share or exchangeable share. A Canaccord Genuity fairness opinion supports this exchange ratio as financially fair to Contango stockholders.
On a fully diluted in-the-money basis, existing Contango stockholders are anticipated to own
Two independent proxy advisory firms, including ISS, now recommend that Contango stockholders vote in favor of the Arrangement and related proposals at the March 17,
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On March 9, 2026, Contango Ore, Inc. (the “Company”) issued a press release, announcing independent proxy advisor firms recommend Contango stockholders vote “For” proposed arrangement with Dolly Varden Silver Corporation. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is available on the Company’s website at www.contangoore.com.
As previously announced, On December 7, 2025, Contango ORE, Inc. (the “Company”) and its newly formed subsidiary, 1566004 B.C. Ltd. (the “Acquiror”), a British Columbia corporation directly and wholly-owned by newly formed subsidiary, 1566002 B.C. ULC (“Callco”), a British Columbia unlimited liability company directly and wholly-owned by the Company, entered into an Arrangement Agreement (the “Agreement”) with Dolly Varden Silver Corporation, a British Columbia corporation (“Dolly Varden”). Under the Agreement, the Company, indirectly through the Acquiror, will acquire all of the issued and outstanding common shares of Dolly Varden (the “Dolly Varden Shares”) at an exchange ratio of 0.1652 of a share of voting common stock of the Company (the “Contango Shares”) for each Dolly Varden Share (the “Exchange Ratio”) by way of a statutory plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia) (the “BCBCA”), on and subject to the terms and conditions of the Agreement.
The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Cautionary Note Regarding Forward-Looking Statements
Many of the statements included or incorporated in this Current Report on Form 8-K and the furnished exhibit constitute “forward-looking statements.” In particular, they include statements relating to future actions, strategies, future operating and financial performance, ability to realize the anticipated benefits of various transactions and the Company’s future financial results. These forward-looking statements are based on current expectations and projections about future events. Readers are cautioned that forward-looking statements are not guarantees of future operating and financial performance or results and involve substantial risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of the Company may differ materially from that expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, factors described from time to time in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description of Exhibit |
99.1 |
Press Release of the Company, dated March 9, 2026. |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
CONTANGO ORE, INC. |
|
|
|
|
Date: |
March 10, 2026 |
By: |
/s/ Mike Clark |
|
|
|
Chief Financial Officer and Secretary |
NEWS RELEASE
CONTANGO ORE, INC.
INDEPENDENT PROXY ADVISORY FIRMS RECOMMEND CONTANGO ORE, INC. STOCKHOLDERS VOTE “FOR” PROPOSED ARRANGEMENT WITH DOLLY VARDEN SILVER CORPORATION
FAIRBANKS, AK – (March 9, 2026) – Contango ORE, Inc. (“Contango” or the “Company”) is pleased to announce that two leading independent proxy advisory firms, including Institutional Shareholder Services (“ISS”), have recommended that Contango stockholders vote “FOR” the Arrangement to be considered at the Company’s upcoming special meeting of stockholders (the “Special Meeting”) in connection with Contango’s proposed 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 Special Meeting is scheduled for Tuesday, March 17, 2026 at 12:00 p.m. (Central time) and will be held online via live webcast at www.meetnow.global/MZZQV69. The Meeting Materials and can be accessed online on Contango’s website at www.contangoore.com/investors/special-meeting, and under the Company’s EDGAR profile.
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 Friday, March 13, 2026 at 12:00 p.m. (Central time)
Stockholder questions or need voting assistance? Please contact Laurel Hill Advisory Group by email at assistance@laurelhill.com, or by texting “INFO” to, or calling, 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (collect calls outside North America)
ISS Recommendation
ISS recommends that Contango stockholders vote FOR: the Arrangement Proposal
Rick Van Nieuwenhuyse, President and Chief Executive Officer of Contango, commented:
“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 March 13 proxy deadline.”
Benefits of the Arrangement
Highlights of the Arrangement for Contango stockholders include:
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 12:00 p.m. (Central time) on Friday, March 13, 2026. Stockholders are encouraged to vote well in advance of the deadline to ensure their vote is submitted in a timely manner.
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.
CONTACTS:
Contango ORE, Inc.
Rick Van Nieuwenhuyse
(907) 388-7770
www.contangoore.com
Filing Exhibits & Attachments
2 documentsPress Releases
