UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On December 8, 2025, Contango ORE, Inc. (“Contango” or the “Company”) announced that it had entered into an arrangement agreement (the “Agreement”) to combine Contango and Dolly Varden Silver Corporation, a British Columbia corporation (“Dolly Varden”), on a merger-of-equals basis (the “Transaction”). Under the Agreement, the Company, indirectly through its wholly-owned subsidiary, will acquire all of the issued and outstanding common shares of Dolly Varden (the “Dolly Varden Shares”) at an exchange ratio of 0.1652 of a share of voting common stock of the Company (the “Contango Shares”) for each Dolly Varden Share by way of a statutory plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia), pursuant to the terms and conditions of the Agreement.
On January 9, 2026, in connection with the Transaction, the Company filed a preliminary proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission (“SEC”). The Preliminary Proxy Statement, which includes a proposal to effect the Transaction, is subject to completion. The Preliminary Proxy Statement is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |
| 99.1 | Preliminary Proxy Statement on Schedule 14A, filed with the SEC on January 9, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the Arrangement or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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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.
| CONTANGO ORE, INC. | ||
| By: | /s/ Michael Clark | |
| Mike Clark | ||
| Chief Financial Officer and Secretary | ||
Dated: February 11, 2026