Contango Silver & Gold Inc 8-K, filed Feb 24, 2026
Contango Silver & Gold Inc. (CTGO)
About this 8-K
Contango Silver & Gold Inc filed this 8-K on February 24, 2026, reporting on events of February 23, 2026.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On February 23, 2026, Contango Ore, Inc. (the “Company”) issued a press release, announcing the filing and mailing of its Special Meeting Proxy Statement in connection with the proposed plan of 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.
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 |
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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.
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CONTANGO ORE, INC. |
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February 24, 2026 |
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/s/ Mike Clark |
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Chief Financial Officer and Secretary |
NEWS RELEASE
CONTANGO ORE, INC.
CONTANGO ORE, INC. ANNOUNCES FILING AND MAILING OF SPECIAL MEETING PROXY STATEMENT IN CONNECTION WITH THE PROPOSED PLAN OF ARRANGEMENT WITH DOLLY VARDEN
FAIRBANKS, AK – (February 23, 2026) – Contango ORE, Inc. (“Contango” or the “Company”) (NYSE American: CTGO) is pleased to announce that it has filed its definitive proxy statement dated February 13, 2026 (the "Proxy Statement") and related documents (collectively, the "Meeting Materials") with the Securities and Exchange Commission in connection with its upcoming special meeting (the “Meeting”) of the Contango Stockholders to consider and vote on a proposal to approve the previously announced plan of arrangement (the “Arrangement”) with Dolly Varden Silver Corporation (“Dolly Varden”). Any capitalized terms which are used herein but not defined have the meanings ascribed to them in the Proxy Statement.
The Meeting Materials have also been mailed to stockholders and can be accessed online on Contango’s website at www.contangoore.com/investors/special-meeting, and under the Company’s EDGAR profile.
Meeting Details
The Meeting will be held virtually at the following website: www.meetnow.global/MZZQV69, at 12:00 P.M. Central Time on March 17, 2026.
Stockholders are urged to vote as soon as possible, well in advance of the proxy voting deadline of 12:00 P.M. Central Time on March 13, 2026.
At the special meeting, Contango Stockholders will be asked to consider and vote on the following proposals:
The Arrangement
Pursuant to the Arrangement Agreement dated December 7, 2025, Dolly Varden Shares will be acquired at an exchange ratio of 0.1652 of a share of common stock of Contango. The Arrangement will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia).
Reasons for the Arrangement
In evaluating the Arrangement Agreement and the transactions contemplated thereby, the Contango Board consulted with Contango’s senior management and legal and financial advisors. The Contango Board considered a number of factors when evaluating the Arrangement, many of which support the Contango Board’s determination that the transactions contemplated by the Arrangement Agreement are advisable to and in the best interests of Contango and Contango Stockholders. The Contango Board considered these factors as a whole and without assigning relative weight to each such factor, and overall considered the relevant factors to be favorable to, and supportive of, its determinations and recommendations. These factors (which are not necessarily presented in order of relative importance and are not exhaustive) included:
Board Recommendation
The Contango Board unanimously recommends that Contango Stockholders vote “FOR” the Arrangement Proposal, the Share Increase Proposal, and the Incentive Plan Proposal.
Voting Support Agreements
Voting support agreements have been entered into with all directors and officers of Contango and certain large stockholders, who collectively beneficially own (or exercise control or direction over) approximately 22% of the outstanding Contango shares as of the date of the Arrangement Agreement, and have agreed (subject to the terms of the agreements) to vote in favor of the Arrangement.
Stockholder Questions & Voting Assistance
If you have questions about the Proxy Statement or need help voting, please contact Contango’s proxy solicitation agent, Laurel Hill Advisory Group, by phone at 1-877-452-7184 (North America toll-free) or 416-304-0211 (collect calls outside North America), by text message by texting “INFO” to either number, or by email at assistance@laurelhill.com.
ABOUT CONTANGO
Contango is a NYSE American listed company that engages in the exploration for and development and production of gold and associated minerals in Alaska. Contango holds a 30% interest in the Peak Gold JV, which leases approximately 675,000 acres of land for exploration and development on the Manh Choh project, with the remaining 70% owned by KG Mining (Alaska), Inc., an indirect subsidiary of Kinross Gold Corporation, operator of the Peak Gold JV. The Company and its subsidiaries also have (i) a lease on the Johnson Tract project, which consists of mineral rights to approximately 21,000 acres located near tidewater, 125 miles southwest of Anchorage, Alaska, from the underlying owner, CIRI, (ii) a lease on the Lucky Shot project, which consists of mineral rights to approximately 8,600 acres of State of Alaska and patented mining claims located in the Willow Mining District about 75 miles north of Anchorage, Alaska, from the underlying owner, Alaska Hardrock Inc., (iii) mineral rights to approximately 145,000 acres of State of Alaska mining claims, and (iv) mineral rights to approximately 11,700 acres of State of Alaska mining claims and upland mining leases, all of which give Contango the exclusive right to explore and develop minerals on these lands. Additional information can be found on our web page at www.contangoore.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements regarding Contango that are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995, based on Contango’s current expectations and includes statements regarding future results of operations, quality and nature of the asset base, the assumptions upon which estimates are based and other expectations, beliefs, plans, objectives, assumptions, strategies or statements about future events or performance (often, but not always, using words such as “expects”, “projects”, “anticipates”, “plans”, “estimates”, “intends”, “believes”, “ensures”, “forecasts”, “predicts”, “proposes”, “contemplates”, “aims”, “seeks”, “continues”, “potential”, “positioned”, “strategy”, “outlook”, “future”, “going forward”, “designed to”, and similar expressions or other words of similar meaning, and the negatives thereof, or stating that certain actions, events or results “may”, “might”, “will”, “should”, “would”, or “could” be taken, or that they are “possible”, “probable”, or “likely” to occur or be achieved). However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to: the risks of the exploration and the mining industry (for example, operational risks in exploring for and developing mineral reserves; risks and uncertainties involving geology; the speculative nature of the mining industry; the uncertainty of estimates and projections relating to future production, costs and expenses; the volatility of natural resources prices, including prices of gold and associated minerals; the existence and extent of
commercially exploitable minerals in properties acquired by Contango or the Peak Gold JV; ability to realize the anticipated benefits of the Peak Gold JV; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; the interpretation of exploration results and the estimation of mineral resources; the loss of key employees or consultants; health, safety and environmental risks and risks related to weather and other natural disasters); uncertainties as to the availability and cost of financing; Contango’s inability to retain or maintain its relative ownership interest in the Peak Gold JV; inability to realize expected value from acquisitions; inability of our management team to execute its plans to meet its goals; the extent of disruptions caused by an outbreak of disease, such as the COVID-19 pandemic; and the possibility that government policies may change, political developments may occur or governmental approvals may be delayed or withheld, including as a result of presidential and congressional elections in the U.S. or the inability to obtain mining permits. Additional information on these and other factors which could affect Contango’s operations program or financial results are included in Contango’s other reports on file with the U.S. Securities and Exchange Commission. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from the projections in the forward-looking statements. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Contango does not assume any obligation to update forward-looking statements should circumstances or management’s estimates or opinions change.
CONTACTS:
Contango ORE, Inc.
Rick Van Nieuwenhuyse
(907) 388-7770
www.contangoore.com