Mr. Shawn Khunkhun reports
INDEPENDENT PROXY ADVISORY FIRMS, INCLUDING ISS, RECOMMEND DOLLY VARDEN SHAREHOLDERS VOTE "FOR" PROPOSED PLAN OF ARRANGEMENT WITH CONTANGO ORE, INC.; SHAREHOLDERS REMINDED TO VOTE
Two leading independent proxy advisory firms, including Institutional Shareholder Services, have recommended that shareholders vote for the special resolution to approve the company's court-approved plan of arrangement with Contango ORE Inc. and a wholly owned subsidiary of Contango (Acquireco), all in accordance to the terms of an arrangement agreement between Dolly Varden, Contango and Acquireco dated Dec. 7, 2025, as amended and restated on Feb. 11, 2026.
The special meeting of shareholders of Dolly Varden to consider and vote on the arrangement is scheduled for March 17, 2026, at 10 a.m. Vancouver time, at Stikeman Elliott LLP, 666 Burrard St., Vancouver, B.C.
Under the arrangement, each Dolly Varden common share will be exchanged for 0.1652 of a share of voting common stock in Contango, or, for eligible holders (as such term is defined in the arrangement agreement) who validly elect, 0.1652 of an exchangeable share in the capital of Acquireco, in each case subject to the terms and conditions of the arrangement.
ISS recommendation
ISS recommends that Dolly Varden shareholders vote for the arrangement resolution.
Shawn Khunkhun, president and chief executive officer of Dolly Varden, commented: "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."
Benefits of the arrangement
Highlights of the arrangement include:
- Fixed exchange ratio: Each Dolly Varden common share will be exchanged for 0.1652 of a Contango share, or, for eligible holders who validly elect, 0.1652 of an exchangeable share (subject to the terms and conditions of the arrangement).
- Robust review and oversight: The arrangement was evaluated with oversight of Dolly Varden's special committee and unanimously supported by Dolly Varden's board of directors.
- Fairness opinions: The special committee and the board received fairness opinions from their respective financial advisers as applicable, being Raymond James Ltd. and Haywood Securities Inc.
- Voting support: Directors and officers of Dolly Varden, and certain significant shareholders, have entered into voting support agreements in support of the arrangement, representing approximately 22 per cent of the issued and outstanding Dolly Varden shares (as of the date of the arrangement agreement).
Shareholders encouraged to vote ahead of the proxy deadline
The board recommends that shareholders vote for the arrangement resolution.
The proxy voting deadline is 10 a.m. Vancouver time on Friday, March 13, 2026. Shareholders are encouraged to vote well in advance of the deadline to ensure their vote is submitted in a timely manner.
- Registered shareholders should vote by proxy in accordance with the instructions set out in the form of proxy (including by Internet or telephone, as applicable).
- Beneficial shareholders should follow the voting instructions provided by their intermediary (often by a Broadridge voting instruction form that may permit telephone and Internet voting).
Eligible shareholders encouraged to submit letter of transmittal and election form promptly
If you are a registered shareholder who is an eligible holder (or holding Dolly Varden shares on behalf of an eligible holder) and you wish to receive exchangeable shares as the form of consideration for all or part of your Dolly Varden shares, you will need to complete and deposit the letter of transmittal and election form that was mailed to you together with the other meeting materials. A copy of the letter of transmittal and election form is also available under the company's profile on SEDAR+.
If a registered shareholder does not deposit a properly completed letter of transmittal and election form prior to the deadline to make an election in respect of the consideration receivable in exchange for their Dolly Varden shares pursuant to the arrangement or otherwise fails to comply with the requirements under the arrangement and letter of transmittal and election form with respect to such election and deposit of their Dolly Varden shares, such registered shareholder will receive, in respect of each such Dolly Varden share for which no valid election was made, the consideration to which they are entitled in the form of Contango shares.
The election deadline has not been determined. Dolly Varden will announce the election deadline by news release not fewer than two business days prior to the election deadline. Accordingly, there may be limited time to complete and deliver the letter of transmittal and election form or to address any deficiencies in any delivered form. Registered shareholders who wish to make an election are encouraged to submit their letter of transmittal and election form as promptly as possible.
Shareholder questions and voting assistance
Dolly Varden has retained Laurel Hill Advisory Group to assist the company in connection with shareholder communications and proxy solicitation. Shareholders who have questions or require voting assistance may contact Laurel Hill.
Call or text toll-free (North America): 1-877-452-7184
Call collect outside of North America: 1-416-304-0211
Text: INFO to 1-877-452-7184
E-mail: assistance@laurelhill.com
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