Contango Ore and Dolly Varden Silver Enter Merger Agreement
Contango Ore (CTGO) and Dolly Varden Silver (DVS) are pleased to announce that they have entered into an arrangement agreement to combine Contango and Dolly Varden on a merger-of-equals basis pursuant to a statutory plan of arrangement under the Business Corporations Act. The combination of Contango and Dolly Varden would provide investors with a unique opportunity to participate in the upside of a well-funded North American asset portfolio consisting of the cash flowing high-grade Manh Choh gold mine in Alaska as well as several high-grade silver and gold projects located in British Columbia and Alaska including the Kitsault Valley and Johnson Tract projects. Upon completion of the Transaction, existing Contango and Dolly Varden shareholders will each own approximately 50% of the outstanding shares of MergeCo, on a fully diluted in-the-money basis. MergeCo is expected to be renamed Contango Silver & Gold Inc. and will be led by Rick Van Nieuwenhuyse as CEO, Shawn Khunkhun as President and Mike Clark as Executive Vice President and CFO. The board of directors of MergeCo will include Clynt Nauman as Chairman, Brad Juneau, Darren Devine, Mike Cinnamond, Tim Clark, Rick Van Nieuwenhuyse and Shawn Khunkhun. Subject to the satisfaction of such conditions, the Transaction is expected to close in late February or early March, 2026. The Arrangement Agreement includes customary deal protections, including reciprocal fiduciary-out provisions, non-solicitation covenants and the right to match any superior proposals. A reciprocal termination fee in the amount of $15M is payable by either party in certain circumstances as set out in the Arrangement Agreement.
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- Contango Merger Details: The merger between Contango Ore, Inc. and Dolly Varden Silver Corporation will allow Contango shareholders to own 50% of the combined company, with a shareholder vote scheduled for March 17, 2026, which may present new growth opportunities for shareholders.
- Successful Stock Offering: Contango ORE has closed its underwritten offering of 1,678,206 shares at $24.96 each, attracting two institutional investors and generating approximately $50 million in gross proceeds, significantly strengthening the company's capital base.
- Clear Use of Proceeds: The company intends to allocate about $45 million for repurchasing gold hedge contracts and $700,000 for purchasing gold put contracts for downside protection, a strategy that will help mitigate the impact of market volatility on its financials.
- Strong Underwriting Team: Canaccord Genuity acted as the Sole Bookrunner for the offering, with Cantor, National Bank of Canada Capital Markets, and ATB Cormark Capital Markets serving as Co-Managers, reflecting strong market confidence and support for Contango.
- Effective Registration Statement: The offering was made under an effective shelf registration statement on Form S-3 declared effective on November 27, 2024, ensuring compliance and transparency, which is likely to enhance investor confidence in the company's future prospects.
- Financing Conference Call: Contango ORE will host a conference call on February 12, 2026, to discuss recent financing aimed at reducing the company's hedge book, which is expected to enhance financial flexibility.
- Project Investment Background: Contango holds a 30% interest in the Peak Gold project in Alaska, covering approximately 675,000 acres, which is anticipated to drive future mineral development and resource assessment.
- Mining Risk Advisory: The company highlighted various risks associated with exploration and development in the mining industry, including geological uncertainties and volatility in natural resource prices, which could impact future production and costs.
- Forward-Looking Statements: Contango emphasized that its forward-looking statements are based on current expectations and estimates, urging investors to exercise caution as actual results may differ due to various factors.
- Stock Offering Pricing: Contango ORE has priced an underwritten stock offering at $24.96 per share, selling 1,678,206 shares to two institutional investors, alongside 325,000 pre-funded warrants at $24.95 each, which is expected to raise approximately $50 million in gross proceeds, indicating strong market confidence in the company's stock.
- Use of Proceeds: The company plans to allocate around $45 million of the net proceeds to buy back gold hedge contracts and approximately $700,000 for purchasing gold put contracts for downside protection, a strategy aimed at enhancing financial stability and mitigating market volatility risks.
- Closing Timeline: The offering is expected to close around February 12, 2026, subject to standard closing conditions, demonstrating the company's active engagement in capital markets and confidence in future growth prospects.
- Market Reaction: Following the announcement, CTGO shares rose 2.9% in premarket trading to $28.0, reflecting investor optimism regarding the company's growth potential.
- Offering Details: Contango ORE has priced its offering of 1,678,206 shares at $24.96 each, anticipating gross proceeds of approximately $50 million, indicating the company's active engagement in capital markets and financing capabilities.
- Pre-funded Warrants: The company is also offering 325,000 pre-funded warrants at a purchase price of $24.95 per share, aimed at providing investors with additional investment flexibility while enhancing market appeal for its stock.
- Use of Proceeds: Approximately $45 million is expected to be allocated for buying back gold hedge contracts and $700,000 for purchasing gold put contracts to mitigate market risks, demonstrating the company's focus on risk management strategies.
- Underwriter Role: Canaccord Genuity is acting as the sole bookrunner for the offering, reflecting its expertise in capital markets and confidence in Contango ORE's prospects.





