Contango Ore and Dolly Varden Silver Enter Merger Agreement
Contango Ore (CTGO) and Dolly Varden Silver (DVS) are pleased to announce that they have entered into an arrangement agreement to combine Contango and Dolly Varden on a merger-of-equals basis pursuant to a statutory plan of arrangement under the Business Corporations Act. The combination of Contango and Dolly Varden would provide investors with a unique opportunity to participate in the upside of a well-funded North American asset portfolio consisting of the cash flowing high-grade Manh Choh gold mine in Alaska as well as several high-grade silver and gold projects located in British Columbia and Alaska including the Kitsault Valley and Johnson Tract projects. Upon completion of the Transaction, existing Contango and Dolly Varden shareholders will each own approximately 50% of the outstanding shares of MergeCo, on a fully diluted in-the-money basis. MergeCo is expected to be renamed Contango Silver & Gold Inc. and will be led by Rick Van Nieuwenhuyse as CEO, Shawn Khunkhun as President and Mike Clark as Executive Vice President and CFO. The board of directors of MergeCo will include Clynt Nauman as Chairman, Brad Juneau, Darren Devine, Mike Cinnamond, Tim Clark, Rick Van Nieuwenhuyse and Shawn Khunkhun. Subject to the satisfaction of such conditions, the Transaction is expected to close in late February or early March, 2026. The Arrangement Agreement includes customary deal protections, including reciprocal fiduciary-out provisions, non-solicitation covenants and the right to match any superior proposals. A reciprocal termination fee in the amount of $15M is payable by either party in certain circumstances as set out in the Arrangement Agreement.
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- Cash Distribution Surge: Contango Ore Inc (CTGO) reported cash distributions of $102 million from the Peak Gold JV in 2025, significantly boosting its cash position from $20 million at the start of the year to $65 million by year-end, primarily driven by an equity raise in September.
- Debt-Free Goal: The company is on track to achieve a debt-free and hedge-free status by early 2027, enhancing its financial flexibility and providing greater freedom for future investments and operations.
- Merger Impact: The merger with Dolly Varden is expected to increase cash reserves to over $100 million, providing a strong financial foundation that supports future project development and expansion.
- Rising Production Costs: The all-in sustaining cost (AISC) for 2026 is projected to rise to $2,200 to $2,300 per ounce due to increased pre-stripping activities, although costs are expected to decrease in 2027 as mining shifts to more efficient ore extraction.
- Meeting Results: At today's special meeting, Contango ORE shareholders overwhelmingly approved the Arrangement Proposal with 99.70% support, reflecting strong confidence in the company's future and expected to advance the merger with Dolly Varden.
- Share Increase Proposal: The proposal to increase authorized shares from 45 million to 250 million received 84.68% approval, providing greater flexibility for future capital operations and enhancing the company's competitive position in the market.
- Incentive Plan Approval: The 2026 Omnibus Incentive Plan was approved with 89.99% support, aimed at attracting and retaining key talent, thereby improving overall operational efficiency and driving long-term growth and shareholder value.
- Next Steps: While the proposals have been approved, the Arrangement still requires approval from the British Columbia Supreme Court, with a hearing scheduled for March 23, 2026, and if successful, will expedite the merger process and bolster market confidence.
- Cost Control Performance: The all-in sustaining costs (AISC) for 2025 were reported at $1,616 per ounce, slightly below the guidance of $1,625, indicating effective cost management, while the forecast for 2026 AISC is projected to rise to $2,200-$2,300 due to mine transition and external cost inflation risks.
- Merger Outlook: Management emphasized the imminent completion of the merger with Dolly Varden, expecting consolidated cash to exceed $100 million post-merger, significantly enhancing the company's financial strength and supporting future investments and operations.
- Financial Performance: Cash distributions from the Peak Gold JV totaled $102 million for 2025, with Contango recognizing $88.6 million in net income, and cash increased from $20 million at the start of the year to $65 million, primarily driven by a September equity raise.
- Future Guidance: Management confirmed 2026 AISC guidance of $2,200-$2,300, with anticipated gold production of 75,000-80,000 ounces in 2027 at cash costs of $1,200-$1,300 per ounce, indicating strong profit margins and potential for significant cash flow generation.
- Financial Loss: Contango Ore reported a FY GAAP EPS of -$2.80, indicating significant financial challenges that may impact investor confidence and lead to stock price volatility.
- New Gold Discovery: The company announced a high-grade gold discovery at the Lucky Shot project, although specific metrics were not disclosed, this finding could provide new growth opportunities for future mineral development and enhance the company's competitive position in the gold market.
- Financing Plan: Contango Ore plans to raise approximately $50 million through a stock offering, which will support strategic initiatives including the buyback of gold hedge contracts, aimed at optimizing the financial structure and increasing shareholder value.
- Market Reaction: Despite the financial loss, the new discovery and financing plan may improve market perception of Contango Ore in the long term, especially against the backdrop of fluctuating gold prices.
- Production and Financial Overview: In FY 2025, Contango ORE produced 60,200 gold equivalent ounces from the Manh Choh mine, reporting a net loss of $36.1 million, yet achieving an adjusted net income of $73 million, demonstrating resilience amid challenges.
- Cash Flow and Debt Management: As of December 31, 2025, the company's unrestricted cash position was $64.8 million, a significant increase from $20 million in 2024, while also repaying $37.5 million of its credit facility, effectively reducing its debt burden.
- Lucky Shot Project Progress: Contango commenced an underground drilling program at the Lucky Shot project in Q4 2025, aiming for an annual production target of 40,000 to 50,000 ounces, with a production decision expected in 2027, reflecting confidence in future growth.
- Dolly Varden Merger Plans: The merger with Dolly Varden is anticipated to close by the end of March 2026, with the new entity focusing on silver and gold production, further enhancing market competitiveness.
- Significant Project Progress: Contango Ore has made substantial advancements in its underground drilling program at the Lucky Shot project in Alaska, with initial results confirming the continuity of the historically mined Lucky Shot vein, which is expected to enhance understanding of other veins and strengthen the company's competitive position in the gold market.
- Successful Financing: On February 12, the company completed an underwritten offering of 1.67 million shares, raising $50 million in gross proceeds, with plans to allocate approximately $45 million for buying back gold hedge contracts and $700,000 for purchasing gold put contracts, thereby enhancing financial flexibility.
- Future Planning: Contango Ore aims to deliver a feasibility study for the Lucky Shot project in H1 2027, further validating the geological model and advancing the commercialization process, demonstrating the company's confidence in future development.
- Strategic Partnerships: Contango Ore holds a 30% interest in the Peak Gold Joint Venture, which is expected to commence production in 2024, indicating the company's potential and strategic positioning in Alaska's mining development.







