Dolly Varden completes merger with Contango

Executive Summary

• Contango Silver & Gold Inc. has completed its previously announced merger with Dolly Varden Silver Corp., receiving all necessary shareholder and court approvals.
• The transaction involves a statutory plan of arrangement where Dolly Varden shareholders receive 0.1652 Contango shares (or exchangeable shares) for each Dolly Varden share held.
• The combined entity, renamed Contango Silver & Gold Inc., is a mid-tier precious metals producer with assets in Alaska and British Columbia, holding over $100 million in cash and minimal debt.

Key Details

• Transaction Structure: Statutory plan of arrangement via 1566004 B.C. Ltd. (Acquireco), an indirect wholly owned subsidiary of Contango.
• Exchange Ratio: Each Dolly Varden common share exchanged for 0.1652 of a Contango voting common stock share, or for eligible holders who elected, 0.1652 of an exchangeable share in Acquireco.
• Exchangeable Shares: Exchangeable shares are exchangeable for Contango shares on a one-for-one basis, subject to adjustment.
• Options Treatment: All outstanding Dolly Varden stock options were deemed exchanged for equivalent securities to acquire Contango shares, adjusted by the exchange ratio.
• Share Issuance:
  • Contango issued 13,686,278 Contango shares.
  • Contango issued replacement options to purchase 417,048 Contango shares.
  • Acquireco issued 1,597,301 exchangeable shares.
• Post-Transaction Capitalization: 30,507,599 outstanding Contango shares (excluding exchangeable shares).
• Ownership Split: 50/50 split between Contango and former Dolly Varden shareholders.
• Asset Portfolio:
  • Contango Assets: Cash-flowing Manh Choh gold mine (30% interest in Peak Gold JV); Lucky Shot and Johnson Tract exploration projects in Alaska.
  • Dolly Varden Assets: High-grade Kitsault Valley silver-gold project in British Columbia’s Golden Triangle.
• Financial Position: Combined entity holds more than $100 million (U.S.) in cash and minimal debt.
• Listing Status:
  • Contango shares applied for listing on the Toronto Stock Exchange (TSX).
  • Dolly Varden common shares expected to be delisted from TSX Venture Exchange at close of trading on March 27, 2026.
  • Dolly Varden common shares expected to be delisted from NYSE American on April 6, 2026.
  • Dolly Varden will apply to cease being a reporting issuer in Canada shortly after delisting.
• Management:
  • CEO: Rick Van Nieuwenhuyse
  • President: Shawn Khunkhun
  • EVP & CFO: Mike Clark
  • Board: Clynt Nauman (Chairman), Brad Juneau, Darren Devine, Mike Cinnamond, Tim Clark, Rick Van Nieuwenhuyse, Shawn Khunkhun.
• Conference Call: Scheduled for Thursday, March 26, 2026, at 1 p.m. ET/10 a.m. PT.

Notable Quotes

• Rick Van Nieuwenhuyse, CEO: "This merger marks the start of an exciting new chapter... By combining Contango's cash-flowing Manh Choh mine, the advanced stage exploration Lucky Shot and Johnson Tract projects, and the district-scale exploration of high-grade silver in the Kitsault Valley, we are building a uniquely positioned gold and silver focused company with a strong balance sheet and production base, significant growth potential, and exceptional exploration upside."
• Shawn Khunkhun, President: "Contango Silver & Gold offers investors exposure to an emerging North American mid-tier producer focused on high-grade silver and gold assets... Beyond near-term cash flow, the most significant upside may lie in the optionality embedded within our portfolio. Our unique pipeline of high-grade primary silver and gold projects provides meaningful leverage to rising metal prices, as well as long-term growth potential through exploration and development success."