Contango ORE and Dolly Varden Silver Announce Merger to Build a Untouched North American Top-Grade, Mid-Tier Silver & Gold Manufacturer and Developer

FAIRBANKS, Ala. and VANCOUVER, BC, Dec. 8, 2025 /PRNewswire/ – Contango ORE, Inc. (“Contango” or the “Company”) (NYSE American: CTGO) and Dolly Varden Silver Company (“Dolly Varden”) (TSXV: DV) (NYSE American: DVS) (FSE: DVQ) are happy to announce that they’ve entered into an association word (the “Arrangement Agreement”) to mix Contango and Dolly Varden on a merger-of-equals foundation pursuant to a statutory plan of association underneath the Trade Companies Business (British Columbia) (the “Transaction”). The mix of Contango and Dolly Varden (the mixed entity known as “MergeCo”) would lend traders with a singular alternative to take part within the upside of a well-funded North American asset portfolio consisting of the money flowing high-grade Manh Choh gold mine in Alaska in addition to a number of high-grade silver and gold tasks situated in British Columbia and Alaska together with the Kitsault Valley and Johnson Tract tasks.

Upon finishing touch of the Transaction, present Contango and Dolly Varden shareholders will every personal roughly 50% of the exceptional stocks of MergeCo, on a completely diluted in-the-money foundation. MergeCo is anticipated to be renamed Contango Silver & Gold Inc. and will likely be led by means of Rick Van Nieuwenhuyse as CEO, Shawn Khunkhun as President and Mike Clark as Govt Vice President and CFO. The board of administrators of MergeCo (the “MergeCo Board”) will come with Clynt Nauman as Chairman, Brad Juneau, Darren Devine, Mike Cinnamond, Tim Clark, Rick Van Nieuwenhuyse and Shawn Khunkhun.

Rick Van Nieuwenhuyse, President, CEO & Director of Contango, commented: “This merger is an exciting transaction for both Contango and Dolly Varden shareholders given the complementary and synergistic nature of our North American asset portfolios. With the Manh Choh Gold Mine providing significant cash flows in a strong gold and silver price environment, the combined company will have a source of non-dilutive funding to advance development of its high-grade Lucky Shot and Johnson Tract projects in Alaska and Kitsault Valley project in British Columbia. Kitsault Valley and Johnson Tract are particularly synergistic as both are high grade, have similar metallurgy, are located near tidewater and fit the Direct Shipping Ore (“DSO”) model. In addition, both have tremendous exploration upside. With Dolly Varden’s cornerstone land position in the Golden Triangle, one of the most exciting and prospective mining districts in the world, we see great potential to expand resources and advance Kitsault Valley to production. The combined company will be well financed for growth that is expected to continue to deliver long-term value for its shareholders.”

Shawn Khunkhun, President, CEO & Director of Dolly Varden, additional commented: “We are very pleased to present this Transaction to the shareholders of Dolly Varden. The merger represents a step-change for the company, adding production and combining an exceptional portfolio of projects with the potential for high-grade precious-metal development. The combined company is poised to become a unique, multi-asset platform for silver and gold production, focused exclusively on the United States and Canada. Our respective boards are fully aligned on how to best realize this vision, sharing a commitment to aggressively expand our resource base, accelerate mine exploration and subsequent development across the portfolio and pursue growth-oriented acquisitions.”

Transaction Highlights & Strategic Rationale

• Complementary Property: Founding of a North-American targeted multi-stage silver and gold corporate, with an asset portfolio starting from advanced-stage exploration to wave manufacturing.
• Smartly Funded: Over US$100 million mixed money available, most effective US$15 million in debt and annual money wave from the manufacturing high-grade Manh Choh gold mine in Alaska, operated in partnership with Kinross Gold Company (“Kinross”).
• Top-Grade Tasks: Leverage to high-grade building of belongings anchored by means of the Fortunate Shot and Johnson Tract tasks in Alaska, and the Kitsault Valley silver-gold challenge in British Columbia – all strategically situated related present infrastructure supporting a DSO means.
• Shared Capex Technique: Usual building philosophy to pursue low-capex DSO tasks that may be advanced the usage of present processing amenities.
• Exploration Possible: Observe-record of high-grade exploration luck around the portfolio.
• Enhanced Capital Markets Profile: The mixed corporate’s shareholders to get pleasure from higher vital accumulation with a mixed marketplace capitalization of roughly US$812 million (C$1.1 billion), in addition to higher buying and selling liquidity, index inclusion, analysis protection and institutional possession.
• Insider and Institutional Aid: All administrators and officials of Contango and Dolly Varden, in addition to important shareholders of each corporations, have signed vote casting help contracts to be preferred of the Transaction, representing roughly 22% of the exceptional Contango stocks and roughly 22% of the exceptional Dolly Varden stocks.
• Expanded Presence: Checklist at the NYSE American, and purpose to use to listing at the Toronto Conserve Alternate following ultimate of the Transaction.

Flagship Property

Manh Choh Mine, Alaska

• Ore mined at Manh Choh is trucked to Kinross’s Citadel Knox mine and milling advanced in Fairbanks, Alaska for processing; operations commenced in Q3 2024.
• One of the most highest-grade distinguishable pit mines on the planet with gold reserves estimated at roughly 8 grams according to tonne (“g/t”).
• Three way partnership between Kinross (70%) and Contango (30%), operated by means of Kinross.
• Manufacturing of 173,400 gold oz for the primary 9 months of 2025 (52,020 gold oz as a consequence of Contango) at an all-in maintaining price (“AISC”) of US$1,505 according to ounce (“oz”).
• General money distributions for the primary 9 months of 2025 of US$87 million to Contango.

Fortunate Shot Mine, Alaska

• Wave Indicated useful resource of 0.1 million oz of gold at 14.5 g/t within the traditionally fertile Willow Mining District, Alaska.
• Absolutely accredited for mining operations.
• Underground building finished for stepped forward exploration.
• 18,000 meter drill program recently underway concentrated on enlargement of Slow and Indicated assets to 400,000 to 500,000 oz with a DSO feasibility learn about and mine go-ahead resolution centered by means of 2027.

Johnson Tract, Alaska

• Wave Indicated useful resource of 0.7 million oz of silver, 0.6 million oz of gold, and 400 million kilos of zinc (1.1 million gold an identical oz (“GEO”)) and Inferred assets of 0.2 million oz of silver, 31,000 oz of gold, and 65 million kilos of zinc.
• Vital metals challenge (gold, silver, copper, zinc, top) permitted for protection at the FAST-41 Coated Tasks dashboard on December 2, 2025.
• Preliminary Review finished on Would possibly 6, 2025 defined a NPV5% of US$615 million with an IRR of 53% at US$4,000/ounces gold, AISC of $860 according to gold an identical ounces and a payback length of not up to a life.
• In August 2024, Contango gained a 404-permit to manufacture a street from camp to the portal website and plans to create the street in 2026. Focused finishing touch of a DSO feasibility learn about with mine go-ahead resolution by means of 2029.

Kitsault Valley, British Columbia

• Massive cornerstone land place within the Yellowish Triangle with exploration upside in one of the thrilling and potential mining districts on the planet.
• Wave Indicated useful resource of 34.7 million oz of silver and zero.2 million oz of gold and Inferred assets of 29.3 million oz of silver and zero.8 million oz of gold, with an replace expected in 2026.
• In 2025, finished a 56,131 meter drill program with preliminary highlights together with 1,422 g/t silver over 21.70 meters on the Wolf Vein attic (see September 2, 2025 press shed), 26.74 g/t gold over 14.76 meters and 14.50 g/t gold and 75 g/t silver over 21.18 meters on the Homestake Silver attic (see November 10, 2025 and December 4, 2025 press releases).
• Life manufacturing of over 20 million oz of silver within the Kitsault Valley, together with the Dolly Varden Mine, traditionally the richest silver mine within the British Empire with manufacturing at 1,100 g/t of silver between 1919 and 1923, and the Torbit Mine, traditionally Canada’s 3rd greatest number one silver manufacturer, generating at 466 g/t of silver between 1949 and 1959.

Management & Governance

Control of the mixed corporate will draw upon the enjoy and experience of each corporations, led by means of Rick Van Nieuwenhuyse as CEO, Shawn Khunkhun as President, and Mike Clark as Govt Vice President and CFO.

The Board of the mixed corporate will encompass Clynt Nauman as Chairman, Brad Juneau, Darren Devine, Mike Cinnamond, Tim Clark, Rick Van Nieuwenhuyse and Shawn Khunkhun.

The company place of job will likely be based totally in Fairbanks, Alaska, with a secondary place of job situated in Vancouver, British Columbia.

Transaction Main points

Pursuant to the phrases and statuses of the Association Commitment, Contango will gain all the issued and remarkable familiar stocks of Dolly Varden (the “DV Shares”) at an trade ratio of 0.1652 of a percentage of vote casting familiar reserve of Contango (the “CTGO Shares”) for every DV Proportion held (the “Exchange Ratio”).

Straight away previous to ultimate of the Transaction, all limited percentage gadgets of Dolly Varden will vest and be settled for DV Stocks. Pursuant to the Transaction, all remarkable reserve choices of Dolly Varden will likely be exchanged for reserve choices to obtain CTGO Stocks, adjusted to mirror the Alternate Ratio. Eligible Canadian shareholders of Dolly Varden will be capable of elect to obtain exchangeable stocks in a Canadian subsidiary of Contango, which will likely be exchangeable into CTGO Stocks, rather of the CTGO Stocks to which they’d differently be entitled.

Upon finishing touch of the Transaction, present Contango and Dolly Varden shareholders will personal roughly 50% every of the exceptional stocks of MergeCo, respectively, on a completely diluted in-the-money foundation.

The Transaction will likely be effected pursuant to a court-approved plan of association underneath the Trade Companies Business (British Columbia) and would require benevolence by means of the British Columbia Superb Court docket (the “Court”), the benevolence of 66 2/3% of the votes forged by means of Dolly Varden shareholders at a distinct assembly of Dolly Varden shareholders anticipated to be held in February 2026 (the “DV Meeting”) and the correct vote of a majority of the stocks found in individual or by means of proxy and entitled to vote on the particular assembly of Contango shareholders anticipated to even be held in February 2026 (the “CTGO Meeting”).

Administrators, officials and sure main shareholders of Dolly Varden, who jointly book roughly 22% of the exceptional DV Stocks, have entered into vote casting help contracts pursuant to which they have got assuredly, amongst alternative issues, to vote their DV Stocks to be preferred of the Transaction. In a similar fashion, administrators, officials and sure main shareholders of Contango, who jointly book roughly 22% of the exceptional CTGO Stocks, have entered into vote casting help contracts pursuant to which they have got assuredly, amongst alternative issues, to vote their CTGO Stocks to be preferred of the Transaction. Positive alternative main shareholders of Contango and Dolly Varden have additionally indicated their help and purpose to vote to be preferred of the Transaction.

Along with the benevolence of the Court docket and the Dolly Varden and Contango shareholders famous above, the Transaction is topic to the receipt of acceptable regulatory and trade approvals (together with benevolence of the NYSE American and TSX Undertaking Alternate), and the pride of sure alternative ultimate statuses commonplace for a transaction of this nature. Matter to the pride of such statuses, the Transaction is anticipated to related in past due February or early March, 2026. The Association Commitment comprises commonplace do business in protections, together with reciprocal fiduciary-out provisions, non-solicitation covenants and the suitable to check any admirable proposals. A reciprocal termination charge within the quantity of US$15 million is payable by means of both birthday party in sure cases as put forth within the Association Commitment.

Complete main points of the Transaction will likely be incorporated in Dolly Varden’s control data round in recognize of the DV Assembly and Contango’s proxy observation in recognize of the CTGO Assembly, either one of which can be anticipated to be mailed to shareholders in January 2026. Shareholders of each events are prompt to learn those paperwork as soon as to be had, as they are going to include impressive spare data in regards to the Transaction; they are going to be posted on SEDAR+ (in terms of Dolly Varden) and EDGAR (in terms of Contango). As well as, a album of the Association Commitment will likely be filed underneath Dolly Varden’s profile on SEDAR+ and Contango’s profile on EDGAR.

This information shed isn’t a proxy observation or solicitation of a proxy, consent or authorization with recognize to any securities or in recognize of the proposed Transaction and shall now not represent an deal to promote or a solicitation of an deal to shop for the securities of somebody, nor shall there be any sale of this type of securities in any condition or jurisdiction by which such deal, solicitation, or sale could be illegal previous to registration or qualification underneath the securities regulations of such condition or jurisdiction. Incorrect deal of securities can be made aside from pursuant to registration underneath, or an to be had exemption from the registration necessities of, the Securities Business of 1933, as amended.

Contango Board Advice

The Association Commitment has been unanimously accredited by means of the board of administrators of Contango (the “CTGO Board”). Canaccord Genuity Corp. has supplied a equity opinion to the CTGO Board mentioning that, as of the life thereof, and based totally upon and topic to the guesses, barriers and {qualifications} mentioned therein, the Alternate Ratio is truthful, from a monetary standpoint, to the stockholders of Contango.

Dolly Varden Board Advice

The Association Commitment has been unanimously accredited by means of the board of administrators of Dolly Varden (the “DV Board”), based totally upon the advice of a distinct committee of sure distant administrators of the DV Board (the “DV Special Committee”) that used to be shaped to judge the Transaction.

Haywood Securities Inc. has supplied an oral equity opinion to the DV Board mentioning that, as of the life thereof, and based totally upon and topic to the guesses, barriers and {qualifications} mentioned therein, the distinction to be gained by means of the Dolly Varden shareholders pursuant to the Association is truthful, from a monetary standpoint, to Dolly Varden shareholders.

Raymond James Ltd. has supplied an oral equity opinion to the DV Particular Committee mentioning that, as of the life thereof, and based totally upon and topic to the guesses, barriers and {qualifications} mentioned therein, the distinction to be gained by means of the Dolly Varden shareholders pursuant to the Association is truthful, from a monetary standpoint, to Dolly Varden shareholders.

Advisors & Recommend

Canaccord Genuity Corp. is appearing as monetary consultant, Blake, Cassels & Graydon LLP is appearing as Canadian criminal recommend, and Holland & Knight LLP is appearing as US criminal recommend to Contango.

Haywood Securities Inc. is appearing as monetary consultant, Stikeman Elliott LLP is appearing as Canadian criminal recommend, and Dorsey & Whitney LLP is appearing as US criminal recommend to Dolly Varden. Raymond James Ltd. is appearing as monetary consultant to the DV Particular Committee.

Convention Name, Webcast & Presentation

Contango and Dolly Varden will host a joint convention name and webcast to talk about the Transaction on December 8, 2025 starting at 10:00 am Pacific Past / 1:00 pm Jap Past.

Members would possibly tied the webcast the usage of refer to login main points:

 https://6ix.com/event/contango-ore-and-dolly-varden-silver-merge

Spare data relating to Contango, Dolly Varden and the Transaction can be present in a company presentation to be had on Contango’s web site at www.contangoore.com and on Dolly Varden’s web site at www.dollyvardensilver.com.

Certified Individuals

Dave Larimer, CPG, Exploration Supervisor, a “Qualified Person” as outlined by means of S-Ok 1300, has accredited the clinical and technical data contained on this information shed to the behalf of Contango.

Rob van Egmond, P.Geo., VP Exploration for Dolly Varden, a “Qualified Person” as outlined by means of Nationwide Software 43-101 – Requirements of Disclosure for Mineral Tasks (“NI 43-101”), has reviewed and accredited the clinical and technical data contained on this information shed to the behalf of Dolly Varden. Rob van Egmond, P.Geo. isn’t distant of Dolly Varden in line with NI 43-101.

About Contango

Contango is a NYSE American indexed corporate that engages in exploration for gold and related minerals in Alaska. Contango holds a 30% hobby within the Top Gold JV, which rentals roughly 675,000 acres of land for exploration and building at the Manh Choh challenge, with the extra 70% owned by means of KG Mining (Alaska), Inc., an oblique subsidiary of Kinross Gold Company, operator of the Top Gold JV. Contango and its subsidiaries even have (i) a hire at the Johnson Tract challenge from the underlying proprietor, CIRI Local Company, (ii) a hire at the Fortunate Shot challenge from the underlying proprietor, Alaska Hardrock Inc., (iii) 100% possession of roughly 8,600 acres of peripheral Atmosphere of Alaska mining claims, and (iv) a 100% hobby in roughly 145,000 acres of Atmosphere of Alaska mining claims that give Contango the unique proper to discover and assemble minerals on those lands.

Website online: www.contangoore.com

About Dolly Varden

Dolly Varden Silver Company is a mineral exploration corporate taken with advancing its 100% held Kitsault Valley Venture (which mixes the Dolly Varden Venture and the Homestake Ridge Venture) situated within the Yellowish Triangle of British Columbia, Canada, 25km by means of street to flow aqua. Together with the Kitsault Valley Venture, Dolly Varden has consolidated roughly 100,000Ha of potential tenure within the Yellowish Triangle with 5 pace generating high-grade silver mines together with Dolly Varden, Torbrit, Porter Idaho, Mountain Boy and Esperanza historical mines. The 163 km² Kitsault Valley Venture hosts the high-grade silver and gold assets of Dolly Varden and Homestake Ridge in conjunction with the pace generating Dolly Varden and Torbrit silver mines. It is regarded as to be potential for webhosting additional treasured steel deposits, being at the identical structural and stratigraphic belts that host various alternative, on-trend, high-grade deposits, equivalent to Eskay Creek and Brucejack. The Kitsault Valley Venture additionally accommodates the Fat Bulk constituent which is potential for porphyry and skarn taste copper and gold mineralization, related to alternative such deposits within the pocket (Crimson Mountain, KSM, Crimson Chris).

Website online: www.dollyvardensilver.com

FORWARD LOOKING STATEMENTS

This information shed accommodates sure forward-looking data and forward-looking statements throughout the which means of acceptable securities regulation (jointly “Forward-looking Information”). Those come with statements relating to Contango and Dolly Varden’s intent, or the ideals or wave expectancies of the officials and administrators of Contango and Dolly Varden for MergeCo post-closing. Latest effects and results of the proposed Transaction would possibly range materially from the quantities put forth in any Ahead-looking Data. As nicely, Ahead-looking Data would possibly relate to: occasion outlook and expected occasions, such because the consummation and timing of the Transaction; the strategic sight for MergeCo following the ultimate of the Transaction and expectancies relating to exploration attainable, enlargement of assets, building, manufacturing features and occasion monetary or working efficiency of MergeCo post-closing, together with funding returns and percentage worth efficiency; manufacturing and price steerage and alternative financial projections; the prospective valuation of MergeCo following the ultimate of the Transaction; will increase in buying and selling liquidity, index inclusion, analysis protection and institutional possession; the possession pursuits of present Contango and Dolly Varden shareholders in MergeCo; the predicted identify of MergeCo; the accuracy of the professional forma monetary place and outlook of MergeCo following the ultimate of the Transaction; the composition and luck of the pristine control workforce and the MergeCo Board; the pride of the statuses precedent to the Transaction; the timing of the conferences and the mailing of the Dolly Varden Round and Contango Proxy Remark and finishing touch of the Transaction; the remedy of reserve choices and limited percentage gadgets of Dolly Varden in reference to the Transaction; the issuance and conversion of the exchangeable stocks; the purpose to use to listing MergeCo at the Toronto Conserve Alternate following ultimate of the Transaction; wave estimates and the conversion of mineral assets and mineral reserves; the luck of Dolly Varden and Contango in combining operations upon ultimate of the Transaction; the luck and timing of finishing exploration, building and manufacturing actions on the mixed tasks of MergeCo; the manufacturing and working features, together with expectancies thereof, of the Manh Choh Gold Mine; the opportunity of MergeCo to fulfill business goals, family profile and expectancies; and occasion plans, projections, goals, estimates and forecasts and the timing indistinguishable thereto.

Ahead-looking Data is usually recognized by means of the importance of phrases like “will”, “create”, “enhance”, “improve”, “potential”, “expect”, “upside”, “growth” and related expressions and words or statements that sure movements, occasions or effects “may”, “could”, or “should”, or the unfavourable connotation of such phrases, are meant to spot Ahead-looking Data. Despite the fact that Contango and Dolly Varden consider that the expectancies mirrored within the Ahead-looking Data are cheap, undue reliance must now not be put on Ahead-looking Data since refuse word of honour may also be only if such expectancies will end up to be proper. Ahead-looking Data is in keeping with data to be had on the week the ones statements are made and/or excellent religion trust of the officials and administrators of Contango and Dolly Varden as of that week with recognize to occasion occasions and are topic to dangers and uncertainties that would motive fresh effects to vary materially from the ones expressed in or prompt by means of the Ahead-looking Data. Ahead-looking Data comes to various dangers and uncertainties. Such components come with, with out limitation: dangers indistinguishable to the ultimate of the Transaction; dangers indistinguishable to the monetary have an effect on that price lists put on Canada by means of america and dangers indistinguishable to retaliatory price lists put on america by means of Canada; dangers indistinguishable to pristine participants of control and the MergeCo Board; dangers on the subject of adjustments within the gold or silver worth; dangers indistinguishable to operations on the Manh Choh Gold Mine; dangers indistinguishable to building of MergeCo’s belongings in line with expectancies; and alternative dangers described from week to week in Dolly Varden’s maximum lately filed annual data mode, monetary statements and, MD&A and alternative disclosures (underneath the heading “Risk Factors” or differently) which can be to be had on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar, and in Contango’s Annual Record on Mode 10-Ok and Quarterly Reviews on Mode 10-Q filed with the SEC (together with the categories entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein) which can be to be had on EDGAR at www.sec.gov/edgar. Ahead-looking Data is designed to backup readers perceive Dolly Varden and Contango’s perspectives as of that week with recognize to occasion occasions and discuss most effective as of the life they’re made. Except for as required by means of acceptable regulation, Dolly Varden and Contango think refuse legal responsibility to replace or to publicly announce the result of any exchange to any forward-looking observation contained or included by means of reference herein to mirror fresh effects, occasion occasions or traits, adjustments in guesses or adjustments in alternative components affecting the Ahead-looking Data. If both Dolly Varden or Contango updates any a number of forward-looking statements, refuse inference must be drawn that the both corporate will build spare updates with recognize to these or alternative Ahead-looking Data. All Ahead-Taking a look Data contained on this information shed is expressly certified in its entirety by means of this cautionary observation.

Cautionary Notice to U.S. Readers Relating to Estimates of Mineral Reserves and Mineral Sources

Disclosure in regards to the mineral houses of Dolly Varden incorporated on this information shed, used to be ready in line with NI 43-101. NI 43-101 is a rule advanced by means of the Canadian Securities Directors that establishes requirements for all family disclosure an issuer makes of clinical and technical data relating to mineral tasks. NI 43-101 differs considerably from the disclosure necessities of the Securities and Alternate Fee (the “SEC”), together with Legislation S-Ok 1300 underneath the U.S. Securities Alternate Business of 1934, as amended, usually acceptable to U.S. corporations. Accordingly, data contained on this information shed isn’t related to related data made family by means of U.S. corporations reporting pursuant to SEC disclosure necessities.

SOURCE Contango Ore