Contango ORE (NYSE American: CTGO) holders approve Dolly Varden deal, big share increase

Rhea-AI Filing Summary

Contango ORE, Inc. stockholders approved key proposals to advance its acquisition of Dolly Varden Silver Corporation and expand its capital structure. The centerpiece is approval to issue Contango shares to Dolly Varden shareholders at an exchange ratio of 0.1652 Contango share for each Dolly Varden share.

Shareholders also approved increasing authorized common shares from 45,000,000 to 250,000,000 and adopted the 2026 Omnibus Incentive Plan. At the special meeting, 9,976,278 shares, about 66% of the 15,120,615 shares outstanding as of February 2, 2026, were represented, with support of 99.70%, 84.68% and 89.99% for the three proposals.

The arrangement remains subject to approval by the British Columbia Supreme Court, with a final hearing scheduled for March 23, 2026 and closing expected to follow. Dolly Varden shareholders who are eligible and wish to receive exchangeable shares must submit election materials by March 24, 2026.

Insights

Equity analyst

Shareholders clear major steps for Contango’s Dolly Varden acquisition and large share authorization increase.

Contango ORE obtained strong stockholder backing to issue shares for its Dolly Varden acquisition at an exchange ratio of 0.1652 Contango share per Dolly Varden share. This aligns both companies’ equity bases and enables closing via a statutory arrangement under British Columbia law.

Holders also approved lifting authorized common shares from 45,000,000 to 250,000,000 and adopting a 2026 Omnibus Incentive Plan. The larger authorization creates substantial capacity for this deal and potential future equity financing or compensation, which may introduce dilution depending on how the capacity is used over time.

Turnout was robust: 9,976,278 shares, about 66% of those outstanding as of the February 2, 2026 record date, were represented, with the arrangement drawing 99.70% support. The transaction still depends on a final order from the British Columbia Supreme Court at the March 23, 2026 hearing and satisfaction of customary conditions before closing.

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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): March 17, 2026

Contango Ore, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-35770	27-3431051
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
516 2nd Avenue Suite 401
Fairbanks, Alaska				99701
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (907) 388-7770

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.01 per share		CTGO		NYSE American LLC

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 5.07 Submission of Matters to a Vote of Security Holders.

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.

On March 17, 2026, the Company held a special meeting of stockholders (the “Special Meeting”) in connection with the Arrangement. As of February 2, 2026, the record date for the Special Meeting, the Company had outstanding 15,120,615 Contango Shares, each of which was entitled to one vote with respect to the proposals voted on at the Special Meeting. A total of 9,976,278 Contango Shares, representing approximately 66% of the issued and outstanding shares entitled to vote at the Special Meeting, were present in person or by proxy, constituting a quorum.

At the Special Meeting, the Company’s stockholders were asked to consider and vote upon the following proposals:

1.To approve the issuance of Contango Shares (including Contango Shares to be issued upon the exchange of Exchangeable Shares) to Dolly Varden Shareholders in connection with the Arrangement;

2.To approve the increase of the number of authorized Contango Shares from 45,000,000 shares to 250,000,000 shares, that will be set forth in a Certificate of Amendment to the Contango Certificate of Incorporation; and

3.To approve the 2026 Omnibus Incentive Plan of Contango.

Summarized below are final results of the matters voted on at the Special Meeting based on the final, certified report of the voting results by the independent inspector of elections. There were no recorded broker non-votes.

Proposal	Votes For	Votes Against	Votes Abstained	% Votes For
No. 1 - The Arrangement Proposal	9,946,594	23,635	6,049	99.70%
No. 2 - The Share Increase Proposal	8,447,263	1,521,843	7,172	84.68%
No. 3 - Incentive Plan Proposal	8,978,213	958,512	39,553	89.99%

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on March 17, 2026 relating to the results of the Special Meeting. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release of the Company, dated March 17, 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 19, 2026	By:	/s/ Mike Clark
			Chief Financial Officer and Secretary

NEWS RELEASE

CONTANGO ORE, INC.

Contango Stockholders Overwhelmingly Approve Merger with Dolly Varden

FAIRBANKS, AK -- (March 17, 2026) -- Contango ORE, Inc. (“Contango ” or the “Company”) (NYSE American: CTGO) is pleased to announce that at the special meeting (the “Special Meeting”) of Contango stockholders held today, Contango stockholders overwhelmingly approved all three proposals voted on at the Special Meeting. Any capitalized terms which are used herein but not defined have the meanings ascribed to them in the Proxy Statement.

(a) Proposal No. 1 – The Arrangement Proposal – To approve the issuance of Contango Shares (including Contango Shares to be issued upon the exchange of Exchangeable Shares) to Dolly Varden Shareholders in connection with the Arrangement;

(b) 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, that will be set forth in a Certificate of Amendment to the Contango Certificate of Incorporation; and

(c) Proposal No. 3 – Incentive Plan Proposal – To approve the 2026 Omnibus Incentive Plan of Contango.

Detailed results of the voting in respect to each proposal are as follows:

Proposal	Votes For	Votes Against	Votes Abstained	% Votes For
No. 1- The Arrangement Proposal	9,946,594	23,635	6,049	99.70%
No. 2 - The Share Increase Proposal	8,447,263	1,521,843	7,172	84.68%
No. 3 - Incentive Plan Proposal	8,978,213	958,512	39,553	89.99%

9,976,278 shares of Contango common stock (the “Common Shares”), representing approximately 66% of the issued and outstanding Common Shares as at the record date of February 2, 2025 (the “Record Date”), were voted at the Special Meeting either in person or represented by proxy.

The Arrangement remains subject to approval of the British Columbia Supreme Court (the “Court”) and the satisfaction of other customary conditions. The Court hearing for the final order to approve the Arrangement is currently scheduled to take place on March 23, 2026, and closing of the Arrangement is expected follow shortly thereafter.

EXCHANGEABLE SHARES ELECTION DEADLINE

If you are a registered Dolly Varden shareholder who is an Eligible Holder (or holding Dolly Varden shares on behalf of an Eligible Holder) and you wish to receive Exchangeable Shares as the form of consideration for all or part of your Dolly Varden shares, you will need to complete and deposit the Letter of Transmittal and Election Form that was mailed to you together with the other Meeting materials by Tuesday, March 24, 2026 (the “Election Deadline”). A copy of the Letter of Transmittal and Election Form is also available under Dolly Varden’s profile on SEDAR+.

If a registered Dolly Varden shareholder does not deposit a properly completed Letter of Transmittal and Election Form prior to the Election Deadline, or otherwise fails to comply with the requirements under the Arrangement and Letter of Transmittal and Election Form with respect to such election and deposit of their Dolly Varden shares, such registered shareholder will receive, in respect of each such Dolly Varden share for which no valid election was made, the consideration to which they are entitled in the form of Contango Shares.

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 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

FAQ

What did Contango ORE (CTGO) stockholders approve at the special meeting?

Stockholders approved issuing shares for the Dolly Varden acquisition, increasing authorized common shares from 45,000,000 to 250,000,000, and adopting Contango’s 2026 Omnibus Incentive Plan. All three proposals received strong support at the special meeting held on March 17, 2026.

What is the exchange ratio in Contango ORE’s acquisition of Dolly Varden?

Each Dolly Varden common share will receive 0.1652 of a Contango voting common share as consideration, under a statutory plan of arrangement. This exchange ratio sets the equity terms for Dolly Varden shareholders when the transaction closes, subject to remaining approvals and conditions.

How did Contango ORE (CTGO) shareholders vote on increasing authorized shares?

Shareholders approved raising authorized common shares from 45,000,000 to 250,000,000, with 8,447,263 votes for, 1,521,843 against and 7,172 abstaining. The approval rate was 84.68%, enabling a substantial expansion of Contango’s capacity to issue equity for transactions and other corporate purposes.

What level of shareholder participation did Contango ORE achieve at the special meeting?

A total of 9,976,278 Contango shares were voted, representing approximately 66% of the issued and outstanding shares as of the February 2, 2026 record date. This quorum supported all three proposals, including the Dolly Varden arrangement, the share increase and the 2026 Omnibus Incentive Plan.

What approvals remain before Contango ORE’s Dolly Varden acquisition can close?

The arrangement still requires approval from the British Columbia Supreme Court and satisfaction of customary closing conditions. The court hearing for the final order is scheduled for March 23, 2026, and closing of the transaction is expected to follow soon after that date if conditions are met.

What is the deadline for Dolly Varden shareholders to elect exchangeable shares?

Eligible registered Dolly Varden shareholders wishing to receive exchangeable shares must submit a completed Letter of Transmittal and Election Form by Tuesday, March 24, 2026. Those who do not make a valid election by the deadline will receive Contango shares as their form of consideration instead.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 32.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.3 KB