Contango Ore, INC. DEFA14A Filing

Ticker: CTGO · Form: DEFA14A · Filed: Dec 12, 2025 · CIK: 1502377

Sentiment: neutral

Filing Stats: 4,436 words · 18 min read · ~15 pages · Grade level 13.6 · Accepted 2025-12-11 17:34:25

Key Financial Figures

Filing Documents

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 2.1 Arrangement Agreement with Dolly Varden Silver Corporation. 10.1 Form of Dolly Varden Silver Corporation Voting Agreement. 10.2 Form of Dolly Varden Silver Corporation Voting Agreement. 10.3 Form of Contango ORE, Inc. Voting Agreement. 99.1 Press Release by Contango ORE, Inc. and Dolly Varden Silver Corporation dated December 8, 2025. 99.2 Investor Presentation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4 No Offer or Solicitation This communication does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the Arrangement or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Additional Information and Where to Find It The Company will prepare a proxy statement for the Company's stockholders to be filed with the SEC. The proxy statement will be mailed to the Company's stockholders. The Company urges investors, stockholders and other interested persons to read, when available, the proxy statement, as well as other documents filed with the SEC, because these documents will contain important information about the proposed business combination transaction. Such persons can also read the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for a description of the security holdings of its officers and directors and their respective interests as security holders in the consummation of the transactions described herein. The Company's definitive proxy statement will be mailed to stockholders of the Company as of a record date to be established for voting on the transactions describe

SIGNATURES

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. By: /s/ Michael Clark Mike Clark Chief Financial Officer and Secretary Dated: December 11, 2025 Exhibit 2.1 CONTANGO ORE, INC. AND 1566004 B.C. LTD. AND DOLLY VARDEN SILVER CORPORATION ARRANGEMENT AGREEMENT Dated December 7, 2025 TABLE OF CONTENTS Page 1.1 Definitions 2 1.2 Interpretation Not Affected by Headings 20 1.3 Number and Gender 21 1.4 Date for Any Action 21 1.5 Statutory References 21 1.6 Currency 21 1.7 Accounting Matters 21 1.8 Knowledge 21 1.9 Disclosure Letters 21 1.10 Schedules 22 2.1 Arrangement 22 2.2 Interim Order 22 2.3 U.S. Securities Law Matters 24 2.4 Dolly Varden Meeting 25 2.5 Dolly Varden Circular 27 2.6 Contango Meeting 29 2.7 Contango Proxy Statement 30 2.8 Final Order 32 2.9 Court Proceedings 33 2.10 Arrangement and Effective Date 33 2.11 Dolly Varden Convertible Securities 34 2.12 Payment of Consideration 34 2.13 Announcement and Shareholder Communications 35 2.14 Withholding Taxes 35 2.15 U.S. Tax Matters 36 3.1 Representations and Warranties of Dolly Varden 36 3.2 Survival of Representations and Warranties of Dolly Varden 59 4.1 Representations and Warranties of Contango 60 4.2 Survival of Representations and Warranties of Contango 84 5.1 Representations and Warranties of the Acquiror 84 5.2 Survival of Representations and Warranties of the Acquiror 86 6.1 Covenants of Dolly Varden Regarding the Conduct of Business 86 6.2 Additional Covenants of Dolly Varden 92 6.3 Covenants of Contango Regarding the Conduct of Business 93 6.4 Covenants of Contango Relating to the Exchangeable Shares, Contango Shares and Replacement Options

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