Contango ORE, Inc. 8-K

What Happened

• Contango ORE, Inc. announced on December 8, 2025 that it entered into an arrangement agreement to combine with Dolly Varden Silver Corporation in a merger-of-equals transaction. Under the agreement, Contango, through a wholly‑owned subsidiary, will acquire all issued and outstanding Dolly Varden shares by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia).
• The agreed exchange ratio is 0.1652 of a Contango voting common share for each Dolly Varden common share. Contango filed a preliminary proxy statement with the SEC on January 9, 2026 describing the proposed transaction; that Preliminary Proxy Statement is included as an exhibit to the 8-K and is subject to completion.

Key Details

• Announcement date: December 8, 2025. Preliminary proxy filing date: January 9, 2026; 8-K filed February 11, 2026.
• Exchange ratio: 0.1652 Contango shares for each Dolly Varden share.
• Transaction structure: statutory plan of arrangement under the British Columbia Business Corporations Act; acquisition to be completed by Contango’s wholly‑owned subsidiary.
• The Preliminary Proxy Statement is subject to completion and the filing states the communication is not an offer or solicitation.

Why It Matters

• The filing signals a definitive step toward a combined company that could change the ownership mix and operations of both miners; shareholders can expect additional proxy materials, voting requirements and regulatory/court procedures under BC arrangement rules before the transaction is completed.
• Retail investors should watch for the final proxy, shareholder votes, and any required approvals (court or regulatory) that will determine timing and final terms; the Preliminary Proxy Statement will include more details on governance, pro forma ownership, and potential impacts once finalized.