Contango ORE, Inc. and Dolly Varden Silver Corporation have entered into an arrangement agreement to combine in a merger-of-equals transaction. The deal will create a North American-focused silver and gold company with a combined market capitalization of approximately US$812 million (C$1.1 billion). Upon completion, existing shareholders of each company will own approximately 50% of the combined entity, which will be renamed Contango Silver & Gold Inc.

The transaction will see Contango acquire all outstanding Dolly Varden common shares at an exchange ratio of 0.1652 Contango shares for each Dolly Varden share held. The combined company will have over US$100 million (approximately C$135 million) in cash on hand and only US$15 million (approximately C$20.3 million) in debt. A reciprocal termination fee of US$15 million (approximately C$20.3 million) is payable by either party under certain circumstances outlined in the agreement.

The transaction requires approval from the British Columbia Supreme Court, 66?% of votes cast by Dolly Varden shareholders, and a majority of Contango shareholders. Directors, officers, and certain major shareholders representing approximately 22% of each company's outstanding shares have signed voting support agreements in favour of the deal. Closing is expected in late February or early March 2026.

Canaccord Genuity Corp. is acting as financial advisor and Blake, Cassels & Graydon LLP as Canadian legal counsel to Contango. Haywood Securities Inc. serves as financial advisor and Stikeman Elliott LLP as Canadian legal counsel to Dolly Varden. Raymond James Ltd. is advising the Dolly Varden Special Committee.