Dolly Varden Silver Corporation (DVS) ends 12(g) registration after Contango arrangement

Rhea-AI Filing Summary

Dolly Varden Silver Corporation filed a Form 15 to terminate registration of its common shares under Section 12(g) of the Exchange Act following its statutory arrangement with Contango Ore Inc. (now Contango). Each Dolly Varden Share was exchanged for 0.1652 Contango common shares or 0.1652 exchangeable shares. Dolly Varden was amalgamated into Acquireco on March 31, 2026 and remains a wholly owned subsidiary of Contango. There is currently one holder of record of Dolly Varden common shares and 13 holders of record of exchangeable shares. The filing relates solely to Dolly Varden's reporting obligations; Contango remains subject to Exchange Act reporting.

Key Figures

Exchange ratio: 0.1652 Amalgamation date: March 31, 2026 Dolly Varden record holders - common: 1 holder +2 more

5 metrics

Exchange ratio 0.1652 Each Dolly Varden Share exchanged for 0.1652 Contango Shares or Exchangeable Shares

Amalgamation date March 31, 2026 Acquireco and Dolly Varden were amalgamated, Dolly Varden the survivor

Dolly Varden record holders - common 1 holder Number of record holders of Dolly Varden common shares on the date of filing

Exchangeable shares record holders 13 holders Number of record holders of exchangeable shares on the date of filing

Arrangement Agreement dates Dec 7, 2025; Feb 11, 2026 (amendment) Arrangement Agreement and amendment governing the exchange terms

Key Terms

Form 15, Exchangeable Share, Rule 12g-4(a)(i)

3 terms

Form 15 regulatory

"FILED a Form 15 to terminate any registration of Dolly Varden Shares under Section 12(g)"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

Exchangeable Share market

"0.1652 of an exchangeable share in the capital of Acquireco (each whole share being an "Exchangeable Share")"

An exchangeable share is a stock issued by one company that the holder can swap for shares of a different company at a set rate or under set conditions. Think of it like a coupon you can trade for a specific product from another brand; it gives investors a planned route into ownership of that other company. It matters because it can change who owns what, affect potential gains or losses, and impact dilution and voting power for existing shareholders.

Rule 12g-4(a)(i) regulatory

"Pursuant to Rule 12g-4(a)(i) under the Securities Exchange Act of 1934"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION

UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-42593

Dolly Varden Silver Corporation*

(Exact name of registrant as specified in its charter)

595 Burrard Street, Suite 3123

Vancouver BC, Canada V7X 1J1

(604) 609-5137

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Common Shares

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)	☒
Rule 12g-4(a)(2)	☐
Rule 12h-3(b)(1)(i)	☐
Rule 12h-3(b)(1)(ii)	☐
Rule 15d-6	☐
Rule 15d-22(b)	☐

Approximate number of holders of record as of the certification or notice date:     

Common Shares: 1*

* On March 26, 2026, Dolly Varden Silver Corporation, a corporation existing under the laws of the Province of British Columbia ("Dolly Varden"), and Contango Silver & Gold Inc., a Delaware corporation (formerly Contango Ore Inc., "Contango") completed their previously announced arrangement, pursuant to which Contango became the ultimate parent company of Dolly Varden. On completion of the arrangement, all issued and outstanding common shares of Dolly Varden ("Dolly Varden Shares") were acquired by 1566004 B.C. Ltd. ("Acquireco"), a wholly owned subsidiary of Contango, under a statutory plan of arrangement under the Business Corporations Act (British Columbia). Each Dolly Varden Share has been exchanged for 0.1652 of a share of Contango common stock (each whole share being a "Contango Share"), or, for Eligible Holders (as such term is defined in the Arrangement Agreement, as defined below) who validly elected, 0.1652 of an exchangeable share in the capital of Acquireco (each whole share being an "Exchangeable Share"), in each case subject to the terms and conditions of the arrangement agreement dated December 7, 2025, as amended February 11, 2026 (the "Arrangement Agreement"), between Contango, Dolly Varden and Acquireco. The Exchangeable Shares are exchangeable for Contango Shares on a one-for-one basis subject to adjustment. All Dolly Varden stock options outstanding at closing were deemed to be exchanged for equivalent securities to acquire Contango Shares, adjusted in accordance with the exchange ratio noted above. On March 31, 2026, Acquireco and Dolly Varden were amalgamated, with Dolly Varden being the survivor of the amalgamation. Dolly Varden remains a wholly owned subsidiary of Contango.  On the date hereof, there is one holder of record of Dolly Varden common shares and 13 holders of record of the exchangeable shares.

Pursuant to Rule 12g-4(a)(i) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Dolly Varden wishes to terminate any registration of Dolly Varden Shares under Section 12(g) of the Exchange Act. Contango's common stock is registered under Section 12(b) of the Exchange Act and Contango is subject to the periodic and current reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder. This Form 15 relates solely to the reporting obligations of Dolly Varden under the Exchange Act and does not affect the reporting obligations of Contango or the reporting obligations of any other entity.

Pursuant to the requirements of the Securities Exchange Act of 1934, Dolly Varden Silver Corporation has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date: April 10, 2026	By:	"Mike Clark"
	Name:	Mike Clark
	Title:	Chief Financial Officer and Secretary

FAQ

What does Dolly Varden's Form 15 mean for DVS shareholders?

It ends Dolly Varden's duty to file periodic Exchange Act reports. The company exchanged each share for 0.1652 Contango shares or exchangeable shares and was amalgamated on March 31, 2026, leaving Dolly Varden as a subsidiary of Contango.

How were Dolly Varden shares converted in the arrangement?

Each Dolly Varden Share converted into 0.1652 Contango shares or 0.1652 exchangeable shares. The exchange ratio is set in the Arrangement Agreement dated December 7, 2025, as amended February 11, 2026.

Will Contango still file reports after the transaction?

Yes. Contango's common stock is registered under Section 12(b) and continues Exchange Act reporting. The Form 15 applies only to Dolly Varden's separate 12(g) registration and not to Contango or other entities.

How many record holders remain after the arrangement?

There is one record holder of Dolly Varden common shares and 13 record holders of exchangeable shares. Those counts are stated in the certification accompanying the Form 15 filed April 10, 2026.

When did the amalgamation of Acquireco and Dolly Varden occur?

The amalgamation occurred on March 31, 2026. After amalgamation, Dolly Varden is the survivor entity and a wholly owned subsidiary of Contango, per the filing's stated corporate actions.