Contango ORE, Inc. DEFA14A Filing

From the Filing

0001193125-25-316271.txt : 20251212 0001193125-25-316271.hdr.sgml : 20251212 20251211173425 ACCESSION NUMBER: 0001193125-25-316271 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 43 FILED AS OF DATE: 20251212 DATE AS OF CHANGE: 20251211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Contango ORE, Inc. CENTRAL INDEX KEY: 0001502377 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] ORGANIZATION NAME: 01 Energy & Transportation EIN: 273431051 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35770 FILM NUMBER: 251565923 BUSINESS ADDRESS: STREET 1: 516 2ND AVENUE STREET 2: SUITE 401 CITY: FAIRBANKS STATE: AK ZIP: 99701 BUSINESS PHONE: 907-888-4273 MAIL ADDRESS: STREET 1: 516 2ND AVENUE STREET 2: SUITE 401 CITY: FAIRBANKS STATE: AK ZIP: 99701 DEFA14A 1 d79849ddefa14a.htm FORM 8-K Form 8-K 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): December 7, 2025 Contango Ore, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-35770 27-3431051 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 516 2 nd Avenue, Suite 401 Fairbanks, Alaska 99701 (Address of principal executive offices) (Zip Code) Registrant’s Telephone Number, including area code: (907) 888-4273 Not Applicable (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 (see General Instruction A.2.): ☐ 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 1.01 Entry into a Material Definitive Agreement. 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