Contango Silver & Gold Inc

1. 1

   The Arrangement Proposal

   ManagementBoard: FOR

   Approve issuance of Contango Shares (including Contango Shares issuable on exchange of Exchangeable Shares) to Dolly Varden shareholders in connection with the Arrangement (plan of arrangement under BCBCA) at an exchange ratio of 0.1652 Contango share per Dolly Varden share.

   More detail

   The Arrangement Proposal requests shareholder approval to issue Contango Shares and Exchangeable Shares as consideration in a statutory plan of arrangement under the BCBCA to acquire all outstanding Dolly Varden Shares at an exchange ratio of 0.1652 Contango shares per Dolly Varden share. Management seeks approval because NYSE American rules (Section 712(b)) require shareholder consent where related issuances could exceed 20% of outstanding shares; approval is also a closing condition. The Board, after evaluating fairness (Canaccord Genuity provided a fairness opinion) and strategic rationale (expected combined company scale, management composition, and synergies), unanimously recommends a FOR vote. The proposal is cross-conditioned with the Share Increase Proposal — both must be approved for the Arrangement to proceed — and completion also requires Dolly Varden shareholder and court approvals. Approval would issue up to approximately half of the combined company shares to Dolly Varden shareholders on a fully diluted in-the-money basis; if not approved, the Arrangement cannot close. The Board identified risks including integration execution, regulatory approvals, market movements affecting relative values between signing and close, and potential termination fees. The Proposal is transaction-related and non-routine and thus broker non-votes will not be cast by brokers.

2. 2

   The Share Increase Proposal

   ManagementBoard: FOR

   Approve increase in authorized Contango Shares from 45,000,000 to 250,000,000 and related amendment to the Certificate of Incorporation (Charter Amendment) to enable issuance of shares for the Arrangement and future corporate purposes.

   More detail

   The Share Increase Proposal asks shareholders to amend Contango’s charter to increase authorized common stock from 45 million to 250 million shares to accommodate share issuances required by the Arrangement — including Consideration Shares to Dolly Varden shareholders, shares issuable upon exchange of Exchangeable Shares, and Replacement Options — and to provide the combined company with flexibility for future financings, equity incentives, acquisitions, and similar corporate needs. Management indicates the increase is not strictly a condition to the Arrangement closing but the Arrangement and the Charter Amendment are cross-conditioned such that both must be approved by Contango shareholders for either to be implemented. Board justification emphasizes avoiding an authorized-share shortage at closing (an estimate indicated potentially issuing up to ~30.98 million shares on a fully diluted basis) and maintaining ability to issue equity without further shareholder action, subject to law and NYSE rules. Approval requires a majority of votes cast and abstentions/broker non-votes will not affect the Share Increase outcome; the Board unanimously recommends FOR. The amendment includes proposed certificate text (Annex B) setting authorized capital at 265,000,000 total shares (250,000,000 common and 15,000,000 preferred).

3. 3

   The Incentive Plan Proposal

   ManagementBoard: FOR

   Approve adoption of the Contango ORE, Inc. 2026 Omnibus Incentive Plan to permit grants of equity-based awards (options, restricted shares, RSUs, etc.) to employees, directors and consultants, including a Canadian Sub-Plan.

   More detail

   The Incentive Plan Proposal seeks shareholder approval to adopt the 2026 Omnibus Incentive Plan replacing the 2023 plan and providing up to 2.5 million new shares for awards (plus recycling and existing 2023 plan availability), including a Canadian Sub-Plan to permit awards to Canadian residents. Management and the Compensation Committee recommend its adoption to enable competitive equity compensation, align employee and stockholder interests, and satisfy NYSE American listing requirements. The Plan includes governance safeguards (no discounted options except certain substitutes), committee administration, delegation rules, and limits (share reserve, 2.5 million new shares) yielding estimated dilution of 17.9% if fully issued based on stated outstanding shares. The Board unanimously recommends FOR. An abstention will count as a vote against; the proposal is not conditioned on the Arrangement or Share Increase and will be implemented if approved.

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When is the Contango Silver & Gold Inc 2026 special meeting?

Contango Silver & Gold Inc (CTGO) holds its 2026 special shareholder meeting on Tuesday, March 17, 2026.

What is the record date for the Contango Silver & Gold Inc 2026 meeting?

The record date for the Contango Silver & Gold Inc 2026 meeting is Monday, February 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Contango Silver & Gold Inc's 2026 meeting?

The board is presenting 7 director nominees at the Contango Silver & Gold Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Contango Silver & Gold Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Contango Silver & Gold Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.