Contango Ore (CTGO) investor relations material

Executive summary

• The proxy filing details a proposed merger between Contango and Dolly Varden, with Contango acquiring all Dolly Varden shares at a fixed exchange ratio of 0.1652 Contango shares per Dolly Varden share, resulting in a 50/50 ownership split of the combined company on a fully diluted basis.

• The transaction is structured as a statutory plan of arrangement under British Columbia law, subject to shareholder, court, and regulatory approvals, and includes options for eligible Canadian shareholders to receive exchangeable shares for tax deferral.

• The combined company will be named Contango Silver & Gold Inc., with a board comprising four directors from Contango and three from Dolly Varden, and a management team including executives from both companies.

• The merger aims to create a leading North American precious metals company with a diversified asset base, enhanced funding, and exploration potential, supported by a fairness opinion from Canaccord Genuity.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) the Arrangement Proposal (issuance of shares for the merger), (2) the Share Increase Proposal (increase authorized shares from 45M to 250M), and (3) the Incentive Plan Proposal (adoption of a new omnibus incentive plan).

• The Arrangement and Share Increase Proposals are cross-conditioned; both must pass for the merger to proceed, while the Incentive Plan Proposal is independent.

• The board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• The post-merger board will have seven directors: four from Contango and three from Dolly Varden.

• The board will include a majority of independent directors, with established audit, compensation, and nominating/governance committees.

• Directors are elected annually, and the board retains authority over major decisions, with delegated authority to management.