Dolly Varden has proxy firm backing for Contango deal

Executive Summary

• Dolly Varden shareholders are being reminded to vote on the proposed court-approved plan of arrangement with Contango ORE Inc., with leading proxy advisory firms (including ISS) recommending a "FOR" vote.
• The transaction involves a fixed exchange ratio where each Dolly Varden common share is exchanged for 0.1652 of a Contango voting common share or an exchangeable share in Acquireco (a wholly owned subsidiary of Contango).
• The special meeting of shareholders is scheduled for March 17, 2026, with a proxy voting deadline of March 13, 2026.

Key Details

• Transaction Structure: Plan of arrangement between Dolly Varden, Contango ORE Inc., and Acquireco (wholly owned subsidiary of Contango).
• Exchange Ratio: Each Dolly Varden common share converts to 0.1652 of a Contango voting common stock OR, for eligible holders who validly elect, 0.1652 of an exchangeable share in Acquireco.
• Voting Support: Directors, officers, and significant shareholders hold voting support agreements representing approximately 22% of issued and outstanding Dolly Varden shares.
• Proxy Advisory Recommendations: Institutional Shareholder Services (ISS) and another leading independent firm recommend shareholders vote "FOR" the special resolution.
• Board Recommendation: The Dolly Varden Board of Directors unanimously supports the arrangement following review by a special committee.
• Fairness Opinions: Received from financial advisers Raymond James Ltd. and Haywood Securities Inc.
• Meeting Details:
  • Date: March 17, 2026, at 10 a.m. Vancouver time.
  • Location: Stikeman Elliott LLP, 666 Burrard St., Vancouver, B.C.
• Voting Deadlines:
  • Proxy Voting Deadline: March 13, 2026, at 10 a.m. Vancouver time.
  • Election Deadline: Not yet determined; will be announced at least two business days prior.
• Election Mechanics: Registered shareholders wishing to receive exchangeable shares in Acquireco must submit a completed letter of transmittal and election form. Failure to elect results in receiving Contango shares.
• Shareholder Assistance: Laurel Hill Advisory Group retained for proxy solicitation and shareholder communications (Toll-free: 1-877-452-7184).

Notable Quotes

• Shawn Khunkhun, President and CEO of Dolly Varden: "We are pleased that leading independent proxy advisory firms have recognized the strategic merits of this transaction. Their analysis highlights the compelling industrial logic of combining Dolly Varden and Contango, including the opportunity to create a stronger, better capitalized company with increased scale, liquidity and exposure to high-quality assets. Importantly, the proposed merger of equals allows our shareholders to retain meaningful ownership in the combined company and participate in the long-term upside of a diversified precious metals platform."