8-K Reports
Contango ORE, Inc.
CIK

1502377

Accepted

Dec 11, 2025, 10:29 PM

Accession

0001193125-25-316249

1.01 Entry into a Material Definitive Agreement
3.02 Unregistered Sales of Equity Securities
7.01 Regulation FD Disclosure
9.01 Financial Statements and Exhibits
Items (4)

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 Business Corporations Act (British Columbia) (the “ BCBCA”), on and subject to the terms and conditions of the Agreement.

Item 3.02 Unregistered Sales of Equity Securities. The disclosure under Item 1.01 of this Current Report on Form8-Krelating to the Agreement and the issuance of the Contango Shares and the Exchangeable Shares is incorporated herein by reference. The securities to be issued under the Agreement will be issued in reliance upon Section 3(a)(10) of the Securities Act of 1933, as amended (the “ Securities Act”), which exempts from the registration requirements under the Securities Act any securities that are issued in exchange for one or more bona fide outstanding securities where the terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear, by any court expressly authorized by law to grant such approval.

Item 7.01 Regulation FD Disclosure. On December 8, 2025, the Company and Dolly Varden issued a joint press release announcing the execution of the Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form8-Kand is incorporated herein by reference. Also on December 8, 2025, the Company released an investor presentation made by representatives the Company and Dolly Varden (the “ Investor Presentation”) in connection with the announcement of the Agreement. The Investor Presentation provides information on both the Company and Dolly Varden and an overview of the strategic rationale for the Arrangement. A copy of the Investor Presentation is attached hereto as Exhibits 99.2 and is incorporated herein by reference. The information furnished with this Item 7.01, including Exhibits 99.1 and 99.2, 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 into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 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). 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 Form10-Kfor 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 described in this Current Report on Form8-K. The Company’s stockholders will also be able to obtain a copy of such documents, without charge, by directing a request to c/o Corporate Secretary, Contango ORE, Inc., 516 2ndAvenue, Suite 401, Fairbanks, Alaska 99701 or e-mailat info@contangoore. com. These documents, once available, can also be obtained, without charge, at the Company’s website (http://www. contangoore. com) and at the SEC’s web site (http://www. sec. gov). BEFORE MAKING ANY VOTING DECISION, THE COMPANY’ S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT, INCLUDING ALL THE ANNEXES THERETO, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE ARRANGEMENT OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT (IF ANY) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ARRANGEMENT AND THE RESPECTIVE PARTIES TO THE ARRANGEMENT. Participants in Solicitation The Company, Dolly Varden and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company stockholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations, and interests of the Company’s directors in its Annual Report on Form10-Kfor the fiscal year ended December 31, 2024, which was filed with the SEC on March 17, 2025 and amended pursuant to a Form10-K/A, which was filed with the SEC on April 14, 2025. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s stockholders in connection with the proposed business combination will be set forth in the proxy statement for the proposed business combination when available. Information concerning the interests of the Company’s and Dolly Varden’s participants in the solicitation, which may, in some cases, be different than those of the Company’s and Dolly Varden’s equity holders generally, will be set forth in the proxy statement relating to the proposed business combination when it becomes available. Cautionary Note to U. S. Investors The Company’s public disclosures are governed by the Exchange Act, including Regulation S-K 1300thereunder, whereas Dolly Varden discloses estimates of “indicated” and “inferred” mineral resources as such terms are used in Canada’s National Instrument43-101- Standards of Disclosure for Mineral Projects(“ NI 43-101”). Although S-K 1300andNI 43-101have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, they at times embody different approaches or definitions. Consequently, investors are cautioned that public disclosures by Dolly Varden prepared in accordance with NI43-101may not be comparable to similar information made public by companies, including the Company, subject to S-K 1300and the other reporting and disclosure requirements under the U. S. federal securities laws and the rules and regulations thereunder.