Contango Silver & Gold Inc 8-K, filed Dec 11, 2025

Contango Silver & Gold Inc. (CTGO)

8-K 2025-12-11 For: 2025-12-07

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Added on April 06, 2026

About this 8-K

Contango Silver & Gold Inc filed this 8-K on December 11, 2025, reporting on events of December 7, 2025.

Items reported

Item 1.01: Entered into a material agreement
Item 3.02: Unregistered sale of equity
Item 7.01: Regulation FD disclosure
Item 9.01: Financial statements and exhibits

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Exhibit No.		Description of Exhibit

2.1		Arrangement Agreement with Dolly Varden Silver Corporation.

10.1		Form of Dolly Varden Silver Corporation Voting Agreement.

10.2		Form of Dolly Varden Silver Corporation Voting Agreement.

10.3		Form of Contango ORE, Inc. Voting Agreement.

99.1		Press Release by Contango ORE, Inc. and Dolly Varden Silver Corporation dated December 8, 2025.

99.2		Investor Presentation.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).


CONTANGO ORE, INC.

By:		/s/ Michael Clark
Mike Clark
Chief Financial Officer and Secretary


		Page

1.1	Definitions		2
1.2	Interpretation Not Affected by Headings		20
1.3	Number and Gender		21
1.4	Date for Any Action		21
1.5	Statutory References		21
1.6	Currency		21
1.7	Accounting Matters		21
1.8	Knowledge		21
1.9	Disclosure Letters		21
1.10	Schedules		22
2.1	Arrangement		22
2.2	Interim Order		22
2.3	U.S. Securities Law Matters		24
2.4	Dolly Varden Meeting		25
2.5	Dolly Varden Circular		27
2.6	Contango Meeting		29
2.7	Contango Proxy Statement		30
2.8	Final Order		32
2.9	Court Proceedings		33
2.10	Arrangement and Effective Date		33
2.11	Dolly Varden Convertible Securities		34
2.12	Payment of Consideration		34
2.13	Announcement and Shareholder Communications		35
2.14	Withholding Taxes		35
2.15	U.S. Tax Matters		36
3.1	Representations and Warranties of Dolly Varden		36
3.2	Survival of Representations and Warranties of Dolly Varden		59
4.1	Representations and Warranties of Contango		60
4.2	Survival of Representations and Warranties of Contango		84
5.1	Representations and Warranties of the Acquiror		84
5.2	Survival of Representations and Warranties of the Acquiror		86
6.1	Covenants of Dolly Varden Regarding the Conduct of Business		86
6.2	Additional Covenants of Dolly Varden		92
6.3	Covenants of Contango Regarding the Conduct of Business		93
6.4	Covenants of Contango Relating to the Exchangeable Shares, Contango Shares and Replacement Options		99
6.5	Mutual Covenants of the Parties Relating to the Arrangement		100
6.6	Pre-Acquisition Reorganization		101
6.7	Regulatory Approvals		104
6.8	Section 85 Elections		105
7.1	Mutual Conditions Precedent		105
7.2	Additional Conditions Precedent to the Obligations of Contango and the Acquiror		107
7.3	Additional Conditions Precedent to the Obligations of Dolly Varden		107
7.4	Satisfaction of Conditions		108
8.1	Notice of Breach		108


	8.2	Non-Solicitation	109
	8.3	Expenses and Termination Fees	115
	8.4	Access to Information; Confidentiality	118
	8.5	Insurance and Indemnification	119
	9.1	Term	120
	9.2	Termination	120
	9.3	Amendment	123
	9.4	Waiver	123
	10.1	Notices	123
	10.2	Governing Law	125
	10.3	Injunctive Relief	125
	10.4	Time of Essence	125
	10.5	Entire Agreement, Binding Effect and Assignment	125
	10.6	Severability	126
	10.7	Further Assurances	126
	10.8	No Third Party Beneficiaries	126
	10.9	Mutual Interest	126
	10.10	Counterparts, Execution	126

SCHEDULE A PLAN OF ARRANGEMENT			A-1
SCHEDULE B DOLLY VARDEN RESOLUTION			B-1
SCHEDULE C KEY REGULATORY APPROVALS			C-1
SCHEDULE D KEY THIRD PARTY CONSENTS			D-1
SCHEDULE E EXCHANGEABLE SHARE TERM SHEET			E-1


Schedule A		Plan of Arrangement
Schedule B		Dolly Varden Resolution
Schedule C		Key Regulatory Approvals
Schedule D		Key Third Party Consents
Schedule E		Exchangeable Share Term Sheet


CONTANGO ORE, INC.

By:		/s/ Rick Van Nieuwenhuyse
		Name: Rick Van Nieuwenhuyse
		Title: President and Chief Executive Officer


1566004 B.C. LTD.

By:		/s/ Michael Clark
		Name: Michael Clark
		Title: President


DOLLY VARDEN SILVER CORPORATION

By:		/s/ Shawn Khunkhun
		Name: Shawn Khunkhun
		Title: President and Chief Executive Officer


Issuer		1566004 B.C. Ltd., a British Columbia corporation, and its successors or assigns (“Acquiror”), is an indirect wholly-owned subsidiary of Contango ORE, Inc. (“Parent”) and a direct wholly-owned subsidiary of Callco.

Callco		1566002 B.C. Unlimited Liability Company (“Callco”), a British Columbia unlimited liability company, is a direct wholly-owned subsidiary of Parent.

Exchangeable Shares		The exchangeable shares of Acquiror (the “Exchangeable Shares”) will at all times carry, as nearly as possible, equivalent economic entitlements to those of the Parent common stock (“Parent Shares”), for which they are exchangeable on a one-for-one basis (subject to adjustment) and will be retractable or redeemable on the terms described herein.

Holders		Former eligible shareholders of Dolly Varden Silver Corporation (“Company”) who elect and are permitted to receive Exchangeable Shares in lieu of shares of the Parent Shares pursuant to the arrangement (“Holders”).

		Eligible shareholders of the Company will be limited to a shareholder that is (i) a resident of Canada for purposes of the Income Tax Act (Canada) (the “Tax Act”) and not exempt from tax under Part I of the Tax Act or (ii) a “Canadian partnership” within the meaning of the Tax Act, other than a Canadian partnership all the members of which are exempt from tax under Part I of the Tax Act.

Ranking		The Exchangeable Shares shall be entitled to a preference over the common shares of Acquiror and any other shares ranking junior to the Exchangeable Shares with respect to (i) the payment of dividends or other distributions, and (ii) the distribution of assets in the event of the liquidation, dissolution or winding-up of Acquiror, whether voluntary or involuntary, or any other distribution of the assets of Acquiror among its shareholders for the purpose of winding up its affairs, in each case, as and to the extent provided therefor in the terms attaching to the Exchangeable Shares.

Dividends		If and when Parent declares and pays any dividend or distribution in respect of Parent Shares, Acquiror shall, subject to applicable law, contemporaneously declare and pay an equivalent dividend or distribution on Exchangeable Shares, determined on an ‘as-exchanged’ basis.

Retraction (Holders)		Subject to the overriding call rights described under ‘Call Rights’ below, each Holder will be entitled to have Acquiror redeem such Holder’s Exchangeable Shares, in whole or in part, at any time and from time to time (including at a time immediately prior to an insolvency event of Parent, liquidation event of Parent, or certain fundamental transactions involving Parent), for the Exchange Price. Customary overriding put rights to put the Exchangeable Shares to Parent (or its designee) to avoid redemption will be granted to the Holders.

		The “Exchange Price” for each Exchangeable Share will be (i) that number of Parent Shares equal to the Exchange Ratio (subject to adjustment), plus (ii) the declared and unpaid dividends on such Exchangeable Share, if any.


		The “Exchange Ratio” shall be equal to 1.00000 at the time of the execution of the arrangement agreement and shall be cumulatively adjusted from time to time thereafter as described under “Anti-Dilution” below.

Redemption (Issuer)		Subject to the overriding call rights described under ‘Call Rights’ below, Acquiror will have a right to redeem Exchangeable Shares upon proper notice to the Holders and payment of the Exchange Price per share, upon the following events:

		• Equity threshold – where the number of Exchangeable Shares issued and outstanding is less than 5% of the number of Exchangeable Shares issued and outstanding on the effective date of the arrangement.

		• Parent Extraordinary Transaction – upon certain fundamental transactions involving Parent, including specified change of control transactions, a sale of all or substantially all the assets of Parent, a liquidation of Parent and similar transactions.

		• Sunset date – 5 years from the effective date of the arrangement.

Liquidation		Acquiror will not initiate the voluntary liquidation, dissolution or winding up of Acquiror without the approval of Holders of Exchangeable Shares by way of a special resolution.

		In the event of the liquidation, dissolution or winding-up of Acquiror or any other distribution of its assets among its shareholders for the purpose of winding-up its affairs (voluntary or involuntary) the Holders will be entitled to receive the Exchange Price, in priority to any liquidating distributions made by Acquiror on its common shares.

		Prior to the relevant Acquiror liquidation event, the Holders will be entitled to exercise their retraction right.

		Liquidation rights shall be subject to the overriding call rights described under ‘Call Rights’ below.

Call Rights		Parent will hold certain overriding call rights (including in connection with a retraction, redemption, liquidation or change in law), which it will exercise directly or indirectly through Callco. Parent and Callco will have the overriding ability to acquire the Exchangeable Shares that are the subject of a retraction, a redemption, or any liquidating distribution, prior to the completion of the retraction, redemption, or liquidating distribution. Where such call rights are exercised, Parent or Callco will acquire the relevant Exchangeable Shares from the relevant Holder in exchange for the Exchange Price.

Voting		Holders shall not be entitled to receive notice of and attend any meeting of the shareholders of Acquiror or vote at any such meeting, other than as required by law.


		Parent, Callco, Acquiror and an independent trust company (the “Trustee”) will enter into a Voting and Exchange Trust Agreement. Parent will issue a share of special, preferred voting stock (“Special Voting Share”) to the Trustee, to be held by the Trustee for and on behalf of the Holders.

		The aggregate voting rights attached to the Special Voting Share at a meeting of stockholders of Parent shall be equivalent to the votes attributable to the Parent Shares underlying the then outstanding Exchangeable Shares on an ‘as-exchanged’ basis. The Trustee will exercise each vote attached to the Special Voting Share only as directed by the relevant Holder and, in the absence of instructions from a Holder, the Trustee will not have or exercise voting rights with respect to such Holder’s Exchangeable Shares.

		The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be amended, added to, changed or removed only with the approval of the Holders of two-thirds of the Exchangeable Shares (excluding Exchangeable Shares held by Parent or any of its subsidiaries).

Anti-Dilution		Exchangeable Share terms will have provisions to ensure the economic equivalency of the exchange rights which will be adjusted for stock splits; consolidations; reclassifications; mergers; reorganizations and similar events affecting Parent Shares.

Stock Exchange Listing		Exchangeable Shares will not be listed.

Support Agreement		Parent, Callco and Acquiror will be party to an Exchangeable Share Support Agreement (the “Support Agreement”).

		The Support Agreement will include support covenants from Parent, Callco and Acquiror (i) to ensure the various rights and obligations can be performed in respect of the Exchangeable Shares and (ii) to maintain the economic equivalence of the Exchangeable Shares with Parent Shares at all times.

		Parent will also agree that, at all times when there are Exchangeable Shares outstanding, Parent will (i) cause there to be an effective registration statement registering the issuance of the Parent Shares issuable upon exchange of the Exchangeable Shares under the U.S. Securities Act of 1933 and (ii) cause there to be a sufficient number of Parent Shares reserved for issuance pursuant to the exchange of the Exchangeable Shares.

Documentation Principles		The Exchangeable Share documentation will be materially consistent with comparable precedent exchangeable share transactions in Canada, except as set out in this Term Sheet.


Shareholder Name		Number of Subject Securities

		Dolly Varden Shares


Shareholder Name	Number of Subject Securities

		Contango Shares	ORE

		Contango RSUs	ORE

		Contango Warrants	ORE