Contango ORE, Inc. 8-K

What Happened

• Contango ORE, Inc. announced on March 26, 2026 that it completed the previously announced statutory arrangement (the “Arrangement”) to acquire Dolly Varden Silver Corporation. Under the Arrangement each Dolly Varden share was exchanged for 0.1652 of a Contango share (or 0.1652 of an exchangeable share for eligible holders). At the Effective Time Contango issued 13,686,278 Contango Shares and replacement options to purchase 417,048 Contango Shares; the Acquiror issued 1,597,301 Exchangeable Shares. Immediately after closing there were 32,104,900 outstanding Contango Shares (including Exchangeable Shares), with former Dolly Varden and Contango holders each owning roughly 50% of economic and voting interest.
• Effective March 26, 2026 Contango changed its name to “Contango Silver & Gold Inc.” and its shares began trading on the NYSE American under the new name (ticker and CUSIP unchanged). The filing also documents governance and share-conversion arrangements (Exchangeable Share Support Agreement, Voting and Exchange Trust Agreement and a Special Voting Share designation).

Key Details

• Effective date: March 26, 2026. Exchange ratio: 0.1652 Contango Shares per Dolly Varden Share.
• Issuances at closing: 13,686,278 Contango Shares and replacement options covering 417,048 Contango Shares; Acquiror issued 1,597,301 Exchangeable Shares.
• Post-close outstanding Contango Shares: 32,104,900 (Exchangeable Shares treated as economically/voting equivalent).
• Dolly Varden RSUs were cancelled/redeemed into shares; Dolly Varden options were converted into Replacement Options to buy Contango Shares (exercise prices adjusted by the exchange ratio). Issuances relied on a Section 3(a)(10) exemption; future issuances on exchange of Exchangeable Shares and option exercises are expected to be registered on Forms S-3 and S-8.

Why It Matters

• Ownership and share count changed materially: investors should note the new total share count (32.1M) and that former Dolly Varden holders now own ~50% of the company. This affects per-share metrics and voting dynamics.
• Exchangeable Shares are economically and functionally equivalent to Contango Shares (convertible and carrying voting/dividend equivalence via the Special Voting Share and trustee arrangements), but their conversion and any future option exercises can increase the floating share count (potential dilution).
• The company rebranded to Contango Silver & Gold and continues trading on NYSE American, which matters for investor communications and ticker recognition. Financial statements for Dolly Varden and pro forma combined results are included as exhibits to the 8-K for investors evaluating the combined company.