Contango ORE and Dolly Varden Silver announce merger agreement

Contango ORE Inc. (NYSE American: CTGO) and Dolly Varden Silver Corporation (NYSE American: DVS) announced they have entered into an arrangement agreement to combine in a merger-of-equals transaction, according to a press release statement.

Under the agreement, Contango will acquire all outstanding Dolly Varden shares at an exchange ratio of 0.1652 Contango shares for each Dolly Varden share. Upon completion, existing shareholders of both companies will own approximately 50% each of the combined entity, which will be renamed Contango Silver & Gold Inc.

The combined company will have over $100 million in cash, $15 million in debt, and a market capitalization of approximately $812 million. The merger brings together Contango's producing Manh Choh gold mine in Alaska with Dolly Varden's silver and gold projects in British Columbia and Alaska, including the Kitsault Valley project.

Rick Van Nieuwenhuyse will serve as CEO of the combined entity, with Shawn Khunkhun as President and Mike Clark as Executive Vice President and CFO. The board will include seven directors led by Chairman Clynt Nauman.

The transaction requires approval from 66⅔% of Dolly Varden shareholders and a majority of Contango shareholders at special meetings expected in February 2026. Directors, officers and major shareholders holding approximately 22% of each company's shares have signed voting support agreements favoring the transaction.

The merger is subject to court approval, regulatory approvals, and other customary closing conditions. The companies expect to close the transaction in late February or early March 2026. A reciprocal termination fee of $15 million applies in certain circumstances.

Canaccord Genuity provided a fairness opinion to Contango's board, while Haywood Securities and Raymond James provided fairness opinions to Dolly Varden's board and special committee respectively.

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