Contango ORE, Inc.
1502377
Mar 10, 2026, 11:30 PM
0001193125-26-100660
Items (2)
Item 7.01 Regulation FD Disclosure. On March 9, 2026, Contango Ore, Inc. (the “ Company”) issued a press release, announcing independent proxy advisor firms recommend Contango stockholders vote “ For” proposed arrangement with Dolly Varden Silver Corporation. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is available on the Company’s website at www. contangoore. com. As previously announced, 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. The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the 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 in any filing under the Securities Act of 1933, as amended, or the Exchange Act. Cautionary Note Regarding Forward-Looking Statements Many of the statements included or incorporated in this Current Report on Form 8-K and the furnished exhibit constitute “forward-looking statements.” In particular, they include statements relating to future actions, strategies, future operating and financial performance, ability to realize the anticipated benefits of various transactions and the Company’s future financial results. These forward-looking statements are based on current expectations and projections about future events. Readers are cautioned that forward-looking statements are not guarantees of future operating and financial performance or results and involve substantial risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of the Company may differ materially from that expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, factors described from time to time in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (including the sections entitled “ Risk Factors” and “ Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein).
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 99.1 Press Release of the Company, dated March 9, 2026. ───────────────────────────────────────────────────────────────────────────────────────────────── 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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. Date: March 10, 2026 By: /s/ Mike Clark Chief Financial Officer and Secretary