VANCOUVER, B.C. – December 8, 2025 — Contango ORE (NYSE-American: CTGO) and Dolly Varden Silver (TSXV: DV; NYSE-American: DVS) today announced they have entered into a definitive arrangement agreement to merge on a “merger-of-equals” basis under a statutory plan of arrangement under the Business Corporations Act (British Columbia). contangoore.com
Upon closing, the combined entity — tentatively renamed Contango Silver & Gold Inc. (“MergeCo”) — will emerge as a leading North American mid-tier silver and gold producer and developer, uniting cash-flowing production with high-grade exploration potential across the U.S. and Canada.
A Strategic Union: Why Contango ORE and Dolly Varden Make Sense
This merger brings together highly complementary assets, combining Contango’s producing gold mine with Dolly Varden’s silver-rich exploration portfolio — creating a diversified precious-metals company with strong foundations and growth upside.
- Production Base + Growth Projects — Contango contributes its high-grade, cash-flowing Manh Choh Gold Mine in Alaska, while Dolly Varden brings advanced-stage silver and gold assets including the Kitsault Valley Project (British Columbia) and other high-grade properties.
- Strong Financial Foundation — MergeCo will benefit from over US$100 million in combined cash on hand, only about US$15 million in debt, and ongoing cash flow from Manh Choh — providing non-dilutive capital to fund exploration and development of high-upside projects.
- Balanced Silver-Gold Exposure — With silver-heavy assets from Dolly Varden and gold from Contango, MergeCo offers diversified exposure to both precious metals — giving investors a hedge across metal price cycles.
As Contango’s CEO Rick Van Nieuwenhuyse commented:
“With the Manh Choh Gold Mine providing significant cash flows in a strong gold and silver price environment, the combined company will have a source of non-dilutive funding to advance development of its high-grade Lucky Shot and Johnson Tract projects in Alaska, and the Kitsault Valley project in British Columbia.” contangoore.com
Dolly Varden’s President Shawn Khunkhun added:
“The merger represents a step-change — combining production with an exceptional portfolio of high-grade precious metal projects. The combined company is poised to become a unique, multi-asset platform focused exclusively on North America.” contangoore.com
What MergeCo Brings — Project Portfolio & Strategic Strengths
Key Assets and Projects
- Manh Choh Gold Mine (Alaska) — A high-grade open-pit operation delivering robust cash flow. Mines ore which is processed at a partner facility (minerals trucked to processing plant), with recent production and cash distributions demonstrating strong operating performance.
- Lucky Shot & Johnson Tract (Alaska) — High-grade, permitted or near-permitted projects with significant upside. Johnson Tract, for example, is a polymetallic deposit with gold, silver and zinc — offering potential gold-equivalent ounces and leverage to metal-price improvement.
- Kitsault Valley Project (British Columbia, Canada) — A cornerstone silver-gold asset located in the renowned Golden Triangle district, hosting both Dolly Varden and Homestake deposits, along with other high-grade historic mines. The project features large resource numbers and strategic advantages such as proximity to tidewater and infrastructure.
Strategic Benefits & Market Positioning
- Diversified metal exposure — Having both gold and silver assets reduces risk tied to single-metal price swings.
- Balanced risk-reward profile — A cash-flowing mine funds higher-risk exploration and development projects without resort to excessive dilution.
- Scale and critical mass — With a pro-forma market capitalization of roughly US$812 million (C$1.1 billion), MergeCo gains enhanced visibility, liquidity, and institutional investor appeal.
- Improved capital-markets access — Under one roof, MergeCo aims for listing on the NYSE American, with a planned application for listing on the Toronto Stock Exchange — broadening shareholder base and market reach.
- Opportunity for aggressive growth — With financial strength and a diversified asset base, MergeCo is well-positioned to pursue additional acquisitions, accelerate development timelines, and expand resource conversion efforts across its portfolio.
Transaction Terms & Corporate Governance
- The merger is structured as a statutory plan of arrangement under British Columbia law.
- Shareholders of both Contango and Dolly Varden will own approximately 50% each of MergeCo on a fully diluted in-the-money basis.
- Leadership will combine management teams: Rick Van Nieuwenhuyse will serve as CEO, Shawn Khunkhun as President, and Mike Clark as CFO/Executive Vice President. The board will include experienced representation to guide MergeCo’s growth.
- Governance includes support agreements: significant insiders and major shareholders from both companies have committed to vote in favour of the merger, representing substantial shareholding bases.
- Closing is expected in late February or early March 2026, subject to regulatory, court, and shareholder approvals.
Outlook & What Stakeholders Should Watch
Near-Term Milestones
- Shareholder votes & regulatory clearances — Approvals of both Contango and Dolly Varden shareholders, and court sanction under BC law, are expected in early 2026.
- Rebranding and listing of MergeCo — Upon closing, the company will operate as Contango Silver & Gold Inc., with planned listings on NYSE American and potentially Toronto Stock Exchange, enhancing visibility and liquidity.
- Accelerated development and exploration — Leveraging Manh Choh cash flow to fund Lucky Shot, Johnson Tract, and Kitsault Valley advancement; expect updated resource estimates, drill results, and potential DSO (direct-shipping ore) feasibility assessments in coming quarters.
Medium- to Long-Term Potential
- Production ramp-up and diversification — With multiple high-grade assets across silver and gold, MergeCo may evolve into a consistent mid-tier producer with diversified output and stronger resilience to metal price volatility.
- Attractive value proposition for investors — The combination of cash flow, growth assets, and diversified exposure may attract institutional investors, funds looking for precious-metals exposure, and those betting on upside through exploration success.
- Increased M&A and consolidation prospects — With a strong balance sheet and diversified portfolio, MergeCo could be well-positioned to acquire additional assets — especially in under-exploited North American mining jurisdictions — to further scale operations.
- Enhanced liquidity and capital-markets access — Combined size and resource diversification may lead to greater index inclusion, analyst coverage, and institutional ownership over time.
About Contango ORE
Contango ORE is a U.S.-listed exploration and development company focused on precious metals, particularly gold and associated base metals, with a significant land-holding footprint across Alaska. Its flagship Manh Choh Gold Mine, operated in partnership with a major producer, delivers high-grade ore and stable cash flow. Contango also holds leases on the Lucky Shot and Johnson Tract projects along with extensive exploration claims — providing a broad platform for growth and resource development. contangoore.com
With the merger, Contango ORE transitions from a primarily exploration-stage player to a fully integrated precious-metals producer and developer — combining production, development, and exploration under a unified strategy and platform aimed at long-term value creation.
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