Form 8-K

8-K — Contango ORE, Inc.

Accession: 0001193125-26-129496

Filed: 2026-03-27

Period: 2026-03-25

CIK: 0001502377

SIC: 1040 (GOLD & SILVER ORES)

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d124597d8k.htm (Primary)

EX-2.1 (d124597dex21.htm)

EX-3.1 (d124597dex31.htm)

EX-3.2 (d124597dex32.htm)

EX-4.1 (d124597dex41.htm)

EX-4.2 (d124597dex42.htm)

EX-99.1 (d124597dex991.htm)

EX-99.2 (d124597dex992.htm)

EX-99.3 (d124597dex993.htm)

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8-K

8-K (Primary)

Filename: d124597d8k.htm · Sequence: 1

8-K

Contango ORE, Inc. Contango ORE,Inc. false 0001502377 --12-31 0001502377 2026-03-25 2026-03-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 25, 2026

Contango Silver & Gold Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-35770

27-3431051

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

516 2nd Avenue, Suite 401

Fairbanks, Alaska

99701

(Zip Code)

(Address of principal executive offices)

Registrant’s Telephone Number, including area code: (907) 388-7770

Contango ORE, Inc.

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, Par Value $0.01 per share

CTGO

NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

As previously announced, on December 7, 2025, Contango Silver & Gold Inc., formerly known as Contango ORE, Inc. (the “Company”), and its newly formed subsidiary, 1566004 B.C. Ltd. (the “Acquiror”), entered into an Arrangement Agreement (the “Agreement”) with Dolly Varden Silver Corporation, a British Columbia corporation (“Dolly Varden”). Under the Agreement, the Company, indirectly through the Acquiror, will acquire all of the issued and outstanding common shares of Dolly Varden (the “Dolly Varden Shares”) at an exchange ratio of 0.1652 of a share of voting common stock of the Company (the “Contango Shares”) for each Dolly Varden Share (the “Exchange Ratio”) by way of a statutory plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia), on and subject to the terms and conditions of the Agreement.

Eligible Canadian resident Dolly Varden Shareholders may elect to receive exchangeable shares (the “Exchangeable Shares”) instead of Contango Shares, which provide, as nearly as possible, equivalent economic and voting rights to Contango Shares but allow for deferral of Canadian income tax that might otherwise be payable upon the immediate exchange of their Dolly Varden Shares for Contango Shares. The Exchangeable Shares are exchangeable for Contango Shares on a one-for-one basis.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

On March 26, 2026, the Company completed the Arrangement pursuant to the terms of the Arrangement Agreement. Under the terms of the Arrangement Agreement, at the effective time of the Arrangement (the “Effective Time”), each Dolly Varden Share that was issued and outstanding immediately prior to the Effective Time was exchanged for 0.1652 of a Contango Share, or, for Eligible Holders (as such term is defined in the Arrangement Agreement) who validly elected, 0.1652 of an exchangeable share in the capital of the Acquiror (each whole share being, an “Exchangeable Share”), in each case subject to the terms and conditions of the Arrangement Agreement.

Immediately prior to the Effective Time, all Dolly Varden restricted share units awarded pursuant to the Dolly Varden Restricted Share Unit Plan dated May 20, 2022 (“Dolly Varden RSUs”) were surrendered and cancelled or redeemed by Dolly Varden for Dolly Varden Shares, so that holders of the Dolly Varden RSUs prior to the Effective Time participated in the Arrangement as Dolly Varden Shareholders.

At the Effective Time, but not as part of the Arrangement, each outstanding option to purchase Dolly Varden Shares (“Dolly Varden Option”) granted pursuant to the Dolly Varden Share Option Plan, as amended and restated on May 18, 2017, and the Dolly Varden Stock Option Plan dated May 20, 2022 (collectively, the “Dolly Varden Option Plans”), whether vested or unvested, was deemed to be vested to the fullest extent and automatically exchanged for an option to purchase Contango Shares (each, a “Replacement Option”). Each Replacement Option allows the holder to purchase Contango Shares equal to the product of (i) the Exchange Ratio (rounded down to the nearest whole number of Contango Shares), multiplied by (ii) the number of Dolly Varden Shares subject to the original Dolly Varden Option. The exercise price per share is equal to the quotient of (x) the U.S. Dollar equivalent of the exercise price per share of the Dolly Varden Option divided by (y) the Exchange Ratio. The terms of each Replacement Option, including the conditions to and manner of exercising, are the same as the Dolly Varden Option so exchanged, and are be governed by the terms of the Dolly Varden Option Plans, which were assumed by the Company.

In connection with the Arrangement, the Company, 1566002 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of the Province of British Columbia, Canada and wholly-owned subsidiary of Contango formed for the purpose of effecting the Arrangement (“CallCo”), and Acquiror executed an Exchangeable Share Support Agreement (the “Exchangeable Share Support Agreement”). Such agreement, among other things, provides Contango and CallCo, in addition to the rights, privileges, restrictions and conditions attaching to the Exchangeable Shares, the right to purchase Exchangeable Shares from the holders thereof (other than Contango and its affiliates) upon the occurrence of certain events, as specified in the Exchangeable Share Support Agreement. Further, the Exchangeable Share Support Agreement provides for the protection of the “economic equivalence” with respect to the Contango Shares and the Exchangeable Shares and for Contango to use its commercially reasonable efforts to effect the registration of the Contango Shares issued upon the exchange of Exchangeable Shares. The foregoing description of the material terms of the Exchangeable Share Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Exchangeable Share

Support Agreement, which is attached to this Current Report on Form 8-K as Exhibit 4.1 and incorporated by reference herein.

In connection with the Arrangement, the Company, CallCo, Acquiror and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada (the “Trustee”), executed a Voting and Exchange Trust Agreement (the “Voting and Exchange Trust Agreement”). The purpose of the Voting and Exchange Trust Agreement is to create a trust for the holders of Exchangeable Shares, other than the Company and certain related persons (the “Beneficiaries”). The Trustee will hold the Special Voting Share in order to enable the Trustee to exercise the voting rights attached to the Exchangeable Shares. Holders of Exchangeable Shares can direct the Trustee as to how to vote their Exchangeable Shares on an as-converted-to-Contango-Shares basis. The Trustee will hold the Exchange Right and the Automatic Exchange Right (as defined in the Voting and Exchange Trust Agreement) in order to enable the Trustee to exercise or enforce such rights, in each case as trustee for and on behalf of the Beneficiaries. The foregoing description of the material terms of the Voting and Exchange Trust Agreement does not purport to be complete and is qualified in its entirety by reference to the Voting and Exchange Trust Agreement, which is attached to this Current Report on Form 8-K as Exhibit 4.2 and incorporated by reference herein.

At the Effective Time, Contango issued 13,686,278 Contango Shares and replacement options to purchase 417,048 Contango Shares, and the Acquiror issued 1,597,301 Exchangeable Shares, to the former Dolly Varden Shareholders. Immediately following the Effective Time, there are 32,104,900 outstanding Contango Shares, including the 1,597,301 Exchangeable Shares, with the former Dolly Varden Shareholders and the Contango Shareholders each owning approximately 50% of the economic and voting interest of the Company. The Exchangeable Shares, which can be converted into Contango Shares at the option of the holder and have the same voting rights as Contango Shares, are similar in substance to shares of Contango Shares and, therefore, have been included in the determination of outstanding Contango Shares immediately following the Effective Time.

In connection with the Arrangement, effective as of March 26, 2026, the Company changed its name from “Contango ORE, Inc.” to “Contango Silver & Gold Inc.” by filing a certificate of amendment to the Company’s certificate of incorporation (the “Certificate of Amendment”) on March 25, 2026. On March 26, 2026, the Contango Shares began trading on the NYSE American under the new name; the ticker symbol and CUSIP number remained the same. The foregoing description of the material terms of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated by reference herein.

In connection with the Arrangement, on March 25, 2026, the Company filed a Certificate of Designation of Series A Special Voting Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware to designate Series A Special Voting Preferred Stock (the “Special Voting Share”) in accordance with the terms of the Arrangement Agreement in order to enable the holders of Exchangeable Shares to have their voting rights exercised. After the Effective Time, each Exchangeable Share has become exchangeable for one Contango Share and while outstanding, the Special Voting Share enables holders of Exchangeable Shares to cast votes on matters for which Contango Shareholders are entitled to vote, and by virtue of the share terms relating to the Exchangeable Shares, to receive dividends that are economically equivalent to any dividends declared with respect to the Contango Shares. The foregoing is only a brief description of the material terms of the Certificate of Designation and does not purport to be a complete description of the rights and obligations thereunder. Such description is qualified in its entirety by reference to the Certificate of Designation, which is attached to this Current Report on Form 8-K as Exhibit 3.2 and incorporated by reference herein.

The issuance of (i) the Contango Shares to those Dolly Varden Shareholders that elected to receive or otherwise will receive Contango Shares in connection with the Arrangement, and (ii) the Exchangeable Shares to those Dolly Varden Shareholders that elected to receive Exchangeable Shares in connection with the Arrangement, and (iii) the Replacement Options to the holders of the Dolly Varden Options were issued in reliance upon the exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended, pursuant to the approval of the terms and conditions of the issuance and exchange of such securities by the Supreme Court of British Columbia by the final order issued and entered on March 23, 2026. The subsequent issuance of Contango Shares to the former Dolly Varden Shareholders who elected to receive Exchangeable Shares in exchange for such shareholders’ Exchangeable Shares and to holders of Replacement Options who exercise Replacement Options are expected to will be registered with the Securities and Exchange Commission (“SEC”) on a Registration Statements on Forms S-3 and S-8, respectively.

Item 3.02.

Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 3.03

Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

To the extent required by Item 5.02 of Form 8-K, the information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

(b) Resignation of Directors.

Pursuant to the Arrangement Agreement, as of the Effective Time, Richard A. Shortz and Darwin Green, resigned from the Board and any respective committees of the Board to which they belonged. Additionally, Brad Juneau stepped down as Chairman of the Board, although he will remain a director of the Company.

Shawn Khunkhun

As of the Effective Time, the Board appointed Shawn Khunkhun, as President of the Company.

Mr. Khunkhun, age 44, has served as Chief Executive Officer and a director of Dolly Varden since February 18, 2020. Mr. Khunkhun has over 20 years of experience in the capital markets, mineral exploration, and development sector with a focus on enhancing shareholder value. He has served in a variety of strategic roles including CEO, Director and Executive Chairman. Mr. Khunkhun has been instrumental in creating awareness for undervalued companies including explorers, developers, and producers. Mr. Khunkhun is a Director of GoldX2 and also an advisor to West Red Lake, Nations Royalty & NexGold and founder of Argenta Silver. He is the former CEO and a current director of StrikePoint Gold Inc., as well as director of Gladiator Metals Corp. The Board believes Mr. Khunkhun is qualified to serve as a director because of his experience in incubating and growing companies through capital raises, acquisitions, and spinouts, as well as his long-standing relationships with the mining investment community.

The Company and Mr. Khunkhun have not completed their negotiations in connection with Mr. Khunkhun’s employment agreement as of the date of this Current Report on Form 8-K.

Rick Van Nieuwenhuyse, who previously served as President, Chief Executive Officer and a director of the Company, will remain the Chief Executive Officer and a director of the Company.

(d) Election of New Directors.

As of the Effective Time, the Board appointed Mr. Khunkhun, Forrester (Tim) Clark and Darren Devine as directors of the Company and named Clynton Nauman as Chairman of the Board.

Forrester (Tim) Clark

Mr. Clark, age 57, has served as a director of Dolly Varden since February 25, 2022. He currently serves as Chief Executive Officer and a director of Fury Gold Mines Ltd., a mineral resource exploration and development company. He brings 23 years of global capital markets experience with numerous US, European and Canadian investment banks, including BMO Capital Markets, where he held the role of Managing Director, Institutional Equity Sales. The Board believes Mr. Clark is qualified to serve as a director because he provides corporate strategy, peer and financial analysis and insights for corporations within the materials, commodities and mining sectors.

Mr. Clark will stand for re-election at the next annual meeting of stockholders. At this time, the Company has not determined the Board committees on which Mr. Clark will serve. Mr. Clark will be eligible for

compensation in accordance with the Company’s standard compensation policies for non-employee directors as described in the section entitled “Corporate Governance” in the Company’s proxy statement on Schedule 14A filed with the SEC on April 29, 2025.

Darren Devine

Mr. Devine, age 58, has served as a director of Dolly Varden since August 25, 2016. He currently serves as Principal of CDM Capital Partners, a firm that provides corporate finance advisory services to private and public companies, and acts as a director to private and junior public companies primarily in the natural resource sector. Mr. Devine is a former member of the TSX Venture Exchange’s Local Advisory Committee. Prior to founding CDM Capital, Mr. Devine qualified as a barrister and solicitor in British Columbia and in England & Wales and practiced exclusively in the areas of corporate finance and securities law. The Board believes Mr. Clark is qualified to serve as a director because he provides corporate finance and securities law experience, as well as and insights for public companies within the materials, commodities and mining sectors.

Mr. Devine will stand for re-election at the next annual meeting of stockholders. At this time, the Company has not determined the Board committees on which Mr. Devine will serve. Mr. Devine will be eligible for compensation in accordance with the Company’s standard compensation policies for non-employee directors as described in the section entitled “Corporate Governance” in the Company’s proxy statement on Schedule 14A filed with the SEC on April 29, 2025.

There are no familial relationships among any of the Company’s directors or executive officers.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

To the extent required by Item 5.03 of Form 8-K, the information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 7.01.

Regulation FD Disclosure.

The Company issued a press release on March 26, 2026 relating to the closing of the Arrangement. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 8.01.

Other Events.

On February 11, 2026, the Company, the Acquiror and Dolly Varden entered into an amending agreement (the “Amending Agreement”). The Amending Agreement amended the Arrangement Agreement and the Plan of Arrangement to include reference to Dolly Varden’s Share Option Plan, as amended and restated on May 18, 2017, which was inadvertently omitted from each of these documents. The Amending Agreement is attached to this Current Report on Form 8-K as Exhibit 2.1 and incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The audited consolidated financial statements of Dolly Varden as of December 31, 2025 and 2024, and the related ,consolidated statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the years ended December 31. 2025 and 2024, and the related notes thereto, are attached to this Current Report on Form 8-K as Exhibit 99.2 and incorporated by reference herein.

(b) Pro forma financial information.

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 and unaudited pro forma condensed combined balance sheet as of December 31, 2025, and the related notes thereto, are attached to this Current Report on Form 8-K as Exhibit 99.3 and incorporated by reference herein.

(d) Exhibits.

Exhibit No.

Description of Exhibit

2.1

Amending Agreement, effective February 11, 2026, by and among Contango ORE, Inc., 1566004 B.C. Ltd. and Dolly Varden Silver Corporation.

3.1

Certificate of Amendment to Certificate of Incorporation of Contango ORE, Inc.

3.2

Certificate of Designation of Series A Special Voting Preferred Stock.

4.1

Exchangeable Share Support Agreement.

4.2

Voting And Exchange Trust Agreement.

99.1

Press Release of the Company, dated March 26, 2026.

99.2

Financial Statements of Dolly Varden Silver Corporation as of December 31, 2025 and December 31, 2024.

99.3

Unaudited pro forma condensed combined financial information.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CONTANGO SILVER & GOLD INC.

Date: March 27, 2026

By:

/s/ Mike Clark

Chief Financial Officer and Secretary

EX-2.1

Filename: d124597dex21.htm · Sequence: 2

EX-2.1

Exhibit 2.1

AMENDING AGREEMENT

THIS AMENDING AGREEMENT (this “Agreement”) is made effective February 11, 2026 between Contango ORE, Inc.

(“Contango”), 1566004 B.C. Ltd. (“Acquireco”) and Dolly Varden Silver Corporation (“Dolly Varden”, and together with Contango and Acquireco, the “Parties”).

WHEREAS:

The Parties entered into an arrangement agreement dated December 7, 2025 (the “Arrangement

Agreement”) under which Dolly Varden will become a wholly-owned subsidiary of Acquireco pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) attached as Schedule A to the Arrangement Agreement, as

amended or supplemented from time to time in accordance with the terms thereof (the “Plan of Arrangement”).

Pursuant to the amendment provisions set out in section 9.3 of the Arrangement Agreement, the Parties wish

to amend the Arrangement Agreement and the Plan of Arrangement to include reference to Dolly Varden’s Share Option Plan as amended and restated on May 18, 2017, which was inadvertently omitted from each of these documents.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained

herein, the parties covenant and agree as follows:

1.1 Amendments. The Arrangement Agreement, including the Plan of

Arrangement appended thereto, are hereby amended, restated and replaced in their entirety by the amended and restated arrangement agreement, including the amended plan of arrangement appended thereto, attached as Schedule “A” to this

Agreement.

1.2 Conditions Precedent/Effectiveness. The amendments contemplated by this Agreement shall be effective upon

this Agreement being duly executed and delivered by the Parties.

1.3 Future References. On and after the date of this

Agreement, each reference in any related document to the “Arrangement Agreement”, “Plan of Arrangement”, “thereunder”, “thereof”, or words of the like import relating to the Arrangement Agreement or

the Plan of Arrangement, shall mean and be a reference to the Arrangement Agreement and the Plan of Arrangement as amended hereby. The Arrangement Agreement and the Plan of Arrangement, each as amended hereby, are and shall continue to be in full

force and effect and are hereby in all respects ratified and confirmed.

1.4 Governing Law. This Agreement shall be governed

by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

1.5 Enurement. This Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective

successors and permitted assigns.

1.6 Conflict. If any provision of this Agreement is inconsistent or conflicts with any

provision of the Arrangement Agreement and the Plan of Arrangement, as applicable, the relevant provision of this Agreement shall prevail and be paramount.

1.7 Counterparts. This Agreement may be executed in one or more counterparts, including by electronic means, each of which shall

be deemed to be an original and all of which taken together shall be deemed to constitute one and the same agreement.

[Remainder of

page left intentionally blank]

IN WITNESS WHEREOF the parties hereto have executed and delivered

this Agreement on the date first written above.

CONTANGO ORE, INC.

By:

(signed) “Rick Van Nieuwenhuyse”

Name: Rick Van Nieuwenhuyse

Title: President and Chief Executive Officer

1566004 B.C. LTD.

By:

(signed) “Michael Clark”

Name: Michael Clark

Title: President

DOLLY VARDEN SILVER CORPORATION

By:

(signed) “Shawn Khunkhun”

Name: Shawn Khunkhun

Title: President and Chief Executive Officer

Amending Agreement to

Arrangement Agreement and Plan of Arrangement

Schedule “A”

Amended and Restated Arrangement Agreement and Plan of Arrangement

[See attached].

CONTANGO ORE, INC.

AND

1566004 B.C. LTD.

AND

DOLLY

VARDEN SILVER CORPORATION

AMENDED AND RESTATED ARRANGEMENT AGREEMENT

Dated February 11, 2026

TABLE OF CONTENTS

Page

1.1

Definitions

1.2

Interpretation Not Affected by Headings

1.3

Number and Gender

1.4

Date for Any Action

1.5

Statutory References

1.6

Currency

1.7

Accounting Matters

1.8

Knowledge

1.9

Disclosure Letters

1.10

Schedules

2.1

Arrangement

2.2

Interim Order

2.3

U.S. Securities Law Matters

2.4

Dolly Varden Meeting

2.5

Dolly Varden Circular

2.6

Contango Meeting

2.7

Contango Proxy Statement

2.8

Final Order

2.9

Court Proceedings

2.10

Arrangement and Effective Date

2.11

Dolly Varden Convertible Securities

2.12

Payment of Consideration

2.13

Announcement and Shareholder Communications

2.14

Withholding Taxes

2.15

U.S. Tax Matters

3.1

Representations and Warranties of Dolly Varden

3.2

Survival of Representations and Warranties of Dolly Varden

4.1

Representations and Warranties of Contango

4.2

Survival of Representations and Warranties of Contango

5.1

Representations and Warranties of the Acquiror

5.2

Survival of Representations and Warranties of the Acquiror

6.1

Covenants of Dolly Varden Regarding the Conduct of Business

6.2

Additional Covenants of Dolly Varden

6.3

Covenants of Contango Regarding the Conduct of Business

6.4

Covenants of Contango Relating to the Exchangeable Shares, Contango Shares and Replacement Options

6.5

Mutual Covenants of the Parties Relating to the Arrangement

6.6

Pre-Acquisition Reorganization

6.7

Regulatory Approvals

6.8

Section 85 Elections

7.1

Mutual Conditions Precedent

7.2

Additional Conditions Precedent to the Obligations of Contango and the Acquiror

7.3

Additional Conditions Precedent to the Obligations of Dolly Varden

7.4

Satisfaction of Conditions

8.1

Notice of Breach

8.2

Non-Solicitation

8.3

Expenses and Termination Fees

8.4

Access to Information; Confidentiality

8.5

Insurance and Indemnification

9.1

Term

9.2

Termination

9.3

Amendment

9.4

Waiver

10.1

Notices

10.2

Governing Law

- i -

10.3

Injunctive Relief

10.4

Time of Essence

10.5

Entire Agreement, Binding Effect and Assignment

10.6

Severability

10.7

Further Assurances

10.8

No Third Party Beneficiaries

10.9

Mutual Interest

10.10

Counterparts, Execution

SCHEDULE A PLAN OF ARRANGEMENT

A-1

SCHEDULE B DOLLY VARDEN RESOLUTION

B-1

SCHEDULE C KEY REGULATORY APPROVALS

C-1

SCHEDULE D KEY THIRD PARTY CONSENTS

D-1

SCHEDULE E EXCHANGEABLE SHARE TERM SHEET

E-1

- ii -

AMENDED AND RESTATED ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT dated February 11, 2026,

BETWEEN:

CONTANGO

ORE, INC., a corporation existing under the laws of the State of Delaware (“Contango”)

- and –

1566004 B.C. LTD., a corporation existing under the laws of the Province of British Columbia (the

“Acquiror”)

- and –

DOLLY VARDEN SILVER CORPORATION, a corporation existing under the laws of the Province of British Columbia

(“Dolly Varden”).

RECITALS:

Contango and Dolly Varden wish to enter into a transaction providing for the acquisition by Contango,

through the Acquiror, of all of the Dolly Varden Shares.

Contango, the Acquiror and Dolly Varden entered into an arrangement agreement on December 7, 2025 (the

“Original Arrangement Agreement”).

Contango, the Acquiror and Dolly Varden wish to amend and restate the Original Arrangement Agreement to

rectify certain inadvertent omissions pursuant to an amending agreement dated February 11, 2026, to which this Agreement is attached.

Contango, the Acquiror and Dolly Varden intend to carry out the transactions contemplated by this Agreement

by way of a plan of arrangement under the provisions of the BCBCA.

The Dolly Varden Board, after receiving financial and legal advice and a recommendation from the Dolly

Varden Special Committee, has unanimously determined that the Arrangement is in the best interests of Dolly Varden and that the Consideration to be received by the Dolly Varden Shareholders pursuant to the Arrangement is fair, from a financial point

of view, to Dolly Varden Shareholders. The Dolly Varden Board has approved the transactions contemplated by this Agreement and unanimously determined to recommend approval of the Plan of Arrangement to Dolly Varden Shareholders.

The Contango Board has unanimously determined that the Arrangement and entry into this Agreement, and all

acts and transactions contemplated thereby, are in the best interests of Contango and the Contango Shareholders. The Contango Board has approved the transactions contemplated by this Agreement and unanimously determined to recommend approval of the

issuance of the Consideration Shares and Exchangeable Shares pursuant to the Arrangement to the Dolly Varden Shareholders.

NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt

and sufficiency of which are hereby acknowledged), the Parties agree as follows:

ARTICLE 1

INTERPRETATION

1.1

Definitions

In this Agreement, unless the context otherwise requires:

“Acquiror” means 1566004 B.C. Ltd., a company directly and wholly-owned

by Callco, existing under the laws of the Province of British Columbia.

“Acquisition Proposal” means, other than the

transactions contemplated by this Agreement, any offer, proposal, expression of interest or inquiry, or public announcement of an intention (orally or in writing) from any person (other than a Party or any of its affiliates) made after the date of

this Agreement (including, for greater certainty, amendments or variations after the date of this Agreement to any offer, proposal, expression of interest or inquiry that was made before the date of this Agreement), relating to:

(a)

any joint venture, earn-in right, royalty grant, lease, license,

acquisition, sale or transfer, direct or indirect, in a single transaction or a series of related transactions, of:

(i)

the assets of either Dolly Varden or Contango or any of its subsidiaries that, individually or in the

aggregate, constitute 20% or more of the fair market value of the consolidated assets of such Party and its subsidiaries, taken as a whole, or contribute 20% or more of the consolidated revenue, net income or earnings before interest, Taxes,

depreciation and amortization of such Party and its subsidiaries, taken as a whole; or

(ii)

20% or more of the issued and outstanding voting or equity securities (or securities convertible into, or

exchangeable or exercisable for voting or equity securities) of either Dolly Varden or Contango or any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of

such Party and its subsidiaries, take as a whole;

(b)

any take-over bid, tender offer, exchange offer, sale or treasury issuance of securities or other

transaction that, if consummated, would result in such person beneficially owning, directly or indirectly, 20% or more of any class of the issued and outstanding voting or equity securities (or securities convertible into, or exchangeable or

exercisable for voting or equity securities) of either Dolly Varden or Contango or any of its subsidiaries, whose assets, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of such Party and

its subsidiaries, take as a whole;

(c)

a plan of arrangement, merger, amalgamation, consolidation, share exchange, share issuance, business

combination, reorganization, recapitalization, liquidation, dissolution, share reclassification, winding-up or other similar transaction or series of transactions involving either Dolly Varden or Contango or

any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of such Party and its subsidiaries, take as a whole; or

(d)

any other transaction, the consummation of which could reasonably be expected to impede, interfere with,

prevent or delay the transactions contemplated by this Agreement or the Arrangement.

“affiliate”

means an “affiliated entity” within the meaning of MI 61-101.

“Agreement” means this arrangement agreement, including the Schedules hereto, together with the Dolly Varden Disclosure

Letter and the Contango Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Amalco” means the surviving entity following the Amalgamation as contemplated in and pursuant to the Plan of Arrangement.

“Amalco Exchangeable Shares” means the exchangeable shares to be issued by Amalco as contemplated by and defined in

the Plan of Arrangement.

“Amalgamation” means the amalgamation of the Acquiror and Dolly Varden intended to occur as

contemplated by and defined in the Plan of Arrangement.

- 2 -

“Ancillary Rights Agreement” means the ancillary rights agreement between

Hecla and Dolly Varden dated September 4, 2012.

“Arrangement” means the arrangement pursuant to Division 5 of

Part 9 of the BCBCA with respect to Dolly Varden, the Dolly Varden Shareholders, Contango and the Acquiror on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in

accordance with Section 9.3 of this Agreement, the Plan of Arrangement or at the direction of the Court in the Interim Order or Final Order with the consent of Contango, the Acquiror and Dolly Varden, each acting reasonably.

“BCBCA” means the Business Corporations Act (British Columbia).

“BCSC” means the British Columbia Securities Commission.

“Big Bulk Project” means Dolly Varden’s Big Bulk copper-gold project located in northwestern British Columbia.

“Board” means, with respect to any person, the board of directors, board of managers or equivalent governing body of such

person, as applicable, as the same is constituted from time to time.

“Board Recommendation” means the Dolly Varden

Board Recommendation or the Contango Board Recommendation, as applicable.

“Business Day” means any day, other than a

Saturday, a Sunday or any other day on which the banks located in Vancouver, British Columbia are closed or authorized to be closed.

“Callco” means 1566002 B.C. Unlimited Liability Company, an unlimited liability company, directly and wholly-owned by

Contango, existing under the laws of the Province of British Columbia.

“Change in Recommendation” means the

circumstances where, prior to Dolly Varden having obtained the Dolly Varden Shareholder Approval, in the case of Dolly Varden, or Contango having obtained the Contango Shareholder Approval, in the case of Contango, the Dolly Varden Board or the

Contango Board, as applicable, in a manner adverse to either of the other Parties: (1) (A) fails to make the Dolly Varden Board Recommendation or the Contango Board Recommendation, as applicable; (B) withdraws, withholds, amends, modifies or

qualifies, or proposes publicly to withdraw, withhold, amend, modify or qualify the Dolly Varden Board Recommendation or the Contango Board Recommendation, as applicable; (C) approves, accepts, endorses, or recommends or proposes publicly to

approve, accept, endorse or recommend, any Acquisition Proposal or takes no position or a neutral position with respect to an Acquisition Proposal for more than five Business Days after the public announcement of such Acquisition Proposal (or, if

sooner, beyond the third Business Day prior to the date of the Dolly Varden Meeting or the Contango Meeting, as applicable); (D) accepts or enters into (other than a confidentiality agreement permitted by and in accordance with Section 8.2(e))

or publicly proposes to accept or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal; or (E) fails to reaffirm the Dolly Varden Board Recommendation or the Contango Board Recommendation, as applicable,

within five Business Days (and in any case prior to the Dolly Varden Meeting or the Contango Meeting, as applicable) after having been requested in writing by another Party to do so (it being understood that the taking of a neutral position or no

position with respect to an Acquisition Proposal beyond a period of five Business Days after such request (or, if sooner, beyond the time of the Dolly Varden Meeting or the Contango Meeting, as applicable) shall be considered a failure of the Board

of such Party to reaffirm its recommendation within the requisite time period); or (2) resolves or proposes to take any of the foregoing actions.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Confidentiality Agreement” means the non-disclosure agreement dated as of

August 14, 2025, by and between Dolly Varden and Contango, as supplemented, amended, restated or otherwise modified from time to time.

“Consideration” means the consideration issuable pursuant to the Plan of Arrangement to a person who is a Dolly Varden

Shareholder.

“Consideration Shares” means the Contango Shares and Exchangeable Shares to be issued as Consideration

pursuant to the Arrangement.

- 3 -

“Contango” means Contango ORE, Inc., a Delaware corporation.

“Contango Annual Report” means Contango’s Annual Report on Form 10-K for the

year ended December 31, 2024 filed on EDGAR.

“Contango Arrangement Proposal” means the proposal to be considered

by the Contango Shareholders at the Contango Meeting to approve, as required by applicable Law (including MI 61-101 with respect to the issuance of Exchangeable Shares and Contango Shares and the rules of

the NYSE American and the TSXV), the issuance of Contango Shares and the Exchangeable Shares to Dolly Varden Securityholders pursuant to the Arrangement and to approve such other actions as may be required in order to allow Contango to

consummate the transactions contemplated by this Agreement, including all actions necessary to create and permit the issuance of the Special Voting Share and to increase the authorized capital of Contango to permit the issuance of all Contango

Shares issuable upon the exchange of, or otherwise in connection with, the Exchangeable Shares.

“Contango Benefit

Plans” has the meaning ascribed thereto in Section 4.1(dd)(i).

“Contango Board” means the board of

directors of Contango as the same is constituted from time to time.

“Contango Board Recommendation” has the meaning

ascribed thereto in Section 4.1(a).

“Contango Concessions” means any mining, mineral or exploration concession,

claim, lease, license, Permit or other right to explore for, exploit, develop, mine or produce Minerals or any interest therein which Contango or any of its subsidiaries owns or has a right or option to acquire or use.

“Contango Disclosure Letter” means the disclosure letter executed by Contango and delivered to Dolly Varden concurrently

with the execution of this Agreement.

“Contango Fairness Opinion” has the meaning ascribed thereto in

Section 4.1(b).

“Contango Financial Advisor” means Canaccord Genuity Corp.

“Contango Financial Statements” has the meaning ascribed thereto in Section 4.1(m).

“Contango Information Security” has the meaning ascribed thereto in Section 4.1(ff)(i).

“Contango Lands” means any interests and rights in real and immoveable property interests, including property rights, fee

lands, possession rights, licenses, leases, rights of way, rights to use, surface rights or easements which Contango or any of its subsidiaries has a right in or interest in or has an option or other right to acquire or use.

“Contango Locked-Up Shareholders” means all directors and officers of

Contango, Henry Gordon, Bill Armstrong, Kenneth R. Peak Marital Trust, Hexagon LLC, and Labyrinth Enterprises, LLC, all of whom have entered into the Contango Voting Agreements.

“Contango Material Adverse Effect” means any change, effect, event, occurrence, circumstance or state of facts that,

individually or in the aggregate with other such changes, effects, events, occurrences, circumstances or states of fact, is or would reasonably be expected to be, material and adverse to the business, properties, assets, Permits, capital,

liabilities (contingent or otherwise), operations, results of operations or condition (financial or otherwise) of Contango and its subsidiaries, taken as a whole, other than any change, effect, event, occurrence or state of facts resulting from:

(a)

the public announcement of the execution of this Agreement or the transactions contemplated hereby or the

performance of any obligation hereunder;

(b)

any changes in general political, economic or financial conditions in the United States or Canada;

(c)

any change or proposed change in any applicable Laws or the interpretation, application or non-application of any applicable Laws by any Governmental Entity;

- 4 -

(d)

any generally applicable changes in U.S. GAAP;

(e)

any natural disaster, war, armed hostilities or act of terrorism;

(f)

any epidemic, pandemic or outbreak of illness, health crisis or public health event, or any worsening of any

of the foregoing;

(g)

conditions generally affecting the mining industry;

(h)

any change in currency exchange, interest or inflation rates;

(i)

any change in the market price of gold or silver; or

(j)

any decrease in the market price or any decline in the trading volume of Contango Shares on the NYSE

American (it being understood that any cause underlying such change in market price or trading volume may be taken into account in determining whether a Contango Material Adverse Effect has occurred),

provided that, notwithstanding the foregoing, any change, effect, event, occurrence, circumstance or state of facts described in clauses (b),

(c), (d), (e), (f), (g) and (h) of this definition shall constitute a Contango Material Adverse Effect to the extent that any such change, effect, event, occurrence, circumstance or state of facts has or would reasonably be expected to have,

individually or in the aggregate, a disproportionate material adverse impact on the business, properties, assets, Permits, capital, liabilities (contingent or otherwise), operations, results of operations or condition (financial or otherwise) of

Contango and its subsidiaries, taken as a whole, relative to other industry participants of similar size and references in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretive for

purposes of determining whether a “Contango Material Adverse Effect” has occurred.

“Contango Material

Contracts” means, with respect to Contango and its subsidiaries, any “material contract” (as defined in Item 601(b)(10) of Regulation S-K under the U.S. Securities Act), whether or not

comprising part of the Contango Public Disclosure Record, including (i) those Contracts set out in Item 15. (b). Exhibits of the Contango Annual Report, (ii) those Contracts set out in Item 6. Exhibits of any Quarterly Report on Form 10-Q of Contango filed after the Contango Annual Report, or (iii) those Contracts set out in Item 9.01. Financial Statements and Exhibits of any Current Report on Form

8-K of Contango filed after the Contango Annual Report, including for the avoidance of doubt, the Peak Gold JV Agreement.

“Contango Meeting” means the special meeting of Contango Shareholders, including any adjournment or postponement thereof,

to be called and held in accordance with applicable Law to consider the Contango Arrangement Proposal and for any other purpose as may be set out in the Contango Proxy Statement and agreed to in writing by Dolly Varden.

“Contango Omnibus Plan” means the Contango 2023 Omnibus Incentive Plan approved by the Contango Board on September 8,

2023.

“Contango Projects” means, collectively, the Manh Choh project (a joint venture with Kinross Gold Corporation),

and Contango’s wholly-owned Lucky Shot project and Johnson Tract project, each located in Alaska.

“Contango Proxy

Statement” means the proxy statement on Schedule 14A to be distributed to the Contango Shareholders, including all schedules, appendices and exhibits thereto and enclosures therewith, and information incorporated by reference therein, in

connection with the Contango Meeting, as amended, supplemented or otherwise modified from time to time in accordance with this Agreement.

“Contango Public Disclosure Record” means all documents and information filed by Contango under U.S. Securities Laws since

January 1, 2023 and publicly available on EDGAR.

“Contango Share” means a share of voting common stock in the

authorized share structure of Contango.

- 5 -

“Contango Shareholder” means a holder of one or more Contango Shares.

“Contango Shareholder Approval” means the approval of the Contango Arrangement Proposal by the affirmative vote of

Contango Shareholders required by the certificate of incorporation and bylaws of Contango, the DGCL and the NYSE American at the Contango Meeting, being the affirmative approval of a majority of the outstanding Contango Shares present in person or

by proxy and entitled to vote at the Contango Meeting at which a quorum is present.

“Contango Technical Reports” has

the meaning ascribed thereto in Section 4.1(x)(i).

“Contango Termination Fee Event” has the meaning ascribed

thereto in Section 8.3(e).

“Contango Voting Agreements” mean the voting support agreements (including all

amendments thereto) between Dolly Varden and the Contango Locked-Up Shareholders.

“Contract” means any written or oral contract, agreement, license, franchise, lease, arrangement, commitment,

understanding, joint venture, partnership or other right or obligation to which Dolly Varden or Contango, respectively, or any of their respective subsidiaries is a party or by which Dolly Varden or Contango, respectively, or any of their respective

subsidiaries is bound or affected or to which any of their respective properties or assets is subject.

“Corruption

Acts” has the meaning ascribed thereto in Section 3.1(ss)(ii).

“Court” means the Supreme Court of

British Columbia.

“Credit and Guarantee Agreement” means the credit and guarantee agreement dated as of May 17,

2023 by and among CORE Alaska, LLC, Contango, Contango Lucky Shot Alaska, LLC (formerly Alaska Gold Torrent, LLC), Contango Minerals Alaska, LLC, ING Capital LLC and Macquarie Bank Limited.

“CSA” means the Canadian Securities Administrators.

“Data Related Vendors” has the meaning ascribed there to in Section 3.1(ff)(v).

“Depositary” means Computershare Investor Services Inc., in its capacity as depositary for the Arrangement.

“DGCL” means the Delaware General Corporation Law.

“Dissent Rights” means the rights of dissent exercisable by registered Dolly Varden Shareholders as of the record date of

the Dolly Varden Meeting, described in Section 6.1 of the Plan of Arrangement.

“Dolly Varden” means Dolly Varden

Silver Corporation.

“Dolly Varden Benefit Plans” has the meaning ascribed thereto in Section 3.1(dd)(i).

“Dolly Varden Board” means the board of directors of Dolly Varden as the same is constituted from time to time.

“Dolly Varden Board Recommendation” has the meaning ascribed thereto in Section 3.1(a).

“Dolly Varden Circular” means the notice of the Dolly Varden Meeting and accompanying management information circular,

including all schedules, appendices and exhibits thereto, to be sent to Dolly Varden Shareholders in connection with the Dolly Varden Meeting, as amended, supplemented or otherwise modified from time to time.

“Dolly Varden Concessions” means any mining, mineral or exploration concession, claim, lease, license, Permit or other

right to explore for, exploit, develop, mine or produce Minerals or any interest therein which Dolly Varden or any of its subsidiaries owns or has a right or option to acquire or use.

“Dolly Varden Disclosure Letter” means the disclosure letter executed by Dolly Varden and delivered to Contango and the

Acquiror concurrently with the execution of this Agreement.

- 6 -

“Dolly Varden Equity Incentive Plans” means, collectively, the Dolly

Varden Omnibus Plan, the Dolly Varden Option Plans and the Dolly Varden RSU Plan.

“Dolly Varden Fairness Opinions” has

the meaning ascribed thereto in Section 3.1(b).

“Dolly Varden Financial Advisor” means Haywood Securities Inc.

“Dolly Varden Financial Statements” has the meaning ascribed thereto in Section 3.1(m).

“Dolly Varden Information Security” has the meaning ascribed thereto in Section 3.1(ff)(i).

“Dolly Varden Lands” means any interests and rights in real and immoveable property interests, including property rights,

fee lands, possession rights, licenses, leases, rights of way, rights to use, surface rights or easements which Dolly Varden or any of its subsidiaries has a right in or interest in or has an option or other right to acquire or use.

“Dolly Varden Locked-Up Shareholders” means all directors and officers of

Dolly Varden, Fury Gold Mines Limited, 2176423 Ontario Ltd. and Eric Sprott, all of whom have entered into the Dolly Varden Voting Agreements.

“Dolly Varden Material Adverse Effect” means any change, effect, event, occurrence, circumstance or state of facts that,

individually or in the aggregate with other such changes, effects, events, occurrences, circumstances or states of fact, is or would reasonably be expected to be material and adverse to the business, properties, assets, Permits, capital, liabilities

(contingent or otherwise), operations, results of operations or condition (financial or otherwise) of Dolly Varden and its subsidiaries, taken as a whole, other than any change, effect, event, occurrence or state of facts resulting from:

(a)

the public announcement of the execution of this Agreement or the transactions contemplated hereby or the

performance of any obligation hereunder;

(b)

any changes in general political, economic or financial conditions in the United States or Canada;

(c)

any change or proposed change in any applicable Laws or the interpretation, application or non-application of any applicable Laws by any Governmental Entity;

(d)

any generally applicable changes in IFRS;

(e)

any natural disaster, war, armed hostilities or act of terrorism;

(f)

any epidemic, pandemic or outbreak of illness, health crisis or public health event, or any worsening of any

of the foregoing;

(g)

conditions generally affecting the mining industry;

(h)

any change in currency exchange, interest or inflation rates;

(i)

any change in the market price of gold or silver; or

(j)

any decrease in the market price or any decline in the trading volume of Dolly Varden Shares on the TSXV (it

being understood that any cause underlying such change in market price or trading volume may be taken into account in determining whether a Dolly Varden Material Adverse Effect has occurred),

provided that, notwithstanding the foregoing, any change, effect, event, occurrence, circumstance or state of facts described

in clauses (b), (c), (d), (e), (f), (g) and (h) of this definition shall constitute a Dolly Varden Material Adverse Effect to the extent that any such change, effect, event, occurrence, circumstance or state of facts has or would reasonably be

expected to have, individually or in the aggregate, a disproportionate material adverse impact on the business, properties, assets, Permits, capital, liabilities (contingent or otherwise), operations, results of operations or condition (financial or

otherwise) of Dolly Varden and its

- 7 -

subsidiaries, taken as a whole, relative to other industry participants of similar size and references in this Agreement to dollar amounts are not intended to be and shall not be deemed to be

illustrative or interpretive for purposes of determining whether a “Dolly Varden Material Adverse Effect” has occurred.

“Dolly Varden Material Contracts” means the Ancillary Rights Agreement, Investor Rights Agreement, the Financial Advisory

Agreement, the Special Advisory Agreement and any other Contract of Dolly Varden or any of its subsidiaries:

(a)

involving current and future aggregate actual or contingent obligations to make payment (including advances)

to or by Dolly Varden or any of its subsidiaries of more than $200,000 in any one year or more than $600,000 during the remaining term of such Contract (including, if applicable, any renewals thereof);

(b)

relating to current or future indebtedness for borrowed money or pursuant to which any property or asset of

Dolly Varden or any of its subsidiaries is subject to a Lien (other than a Permitted Lien);

(c)

restricting the incurrence of indebtedness by Dolly Varden or any of its subsidiaries or (including by

requiring the granting of an equal and rateable Lien) the incurrence of any Liens (other than Permitted Liens) on any properties or assets of Dolly Varden or any of its subsidiaries;

(d)

relating to litigation or settlement thereof which gives rise to or could give rise to any actual or

contingent obligations or entitlements of Dolly Varden or any of its subsidiaries which have not been fully satisfied prior to the date of this Agreement, other than obligations or entitlements, individually or together, or not more than $50,000;

(e)

with any Governmental Entity or Indigenous group;

(f)

which creates an exclusive dealing arrangement or right of first offer or limits or purports to limit the

ability of Dolly Varden or any of its subsidiaries to engage in any line of business, compete with any person or in any geographic area or during any period of time;

(g)

which relates to any pending lease, acquisition or disposition, directly or indirectly, of real property,

including Dolly Varden Concessions or Dolly Varden Lands;

(h)

providing for any indemnification or any guarantee by Dolly Varden or any of its subsidiaries in excess of

$1,000,000 or which is not expressly capped or limited in amount;

(i)

in respect of any joint venture, partnership, strategic alliance or similar arrangement or any

shareholders’ agreement;

(j)

involving a sharing of profits, losses, costs or liabilities by Dolly Varden or any of its subsidiaries with

any third party that could result in one or more third parties being entitled to more than $100,000 in the aggregate;

(k)

the termination of which would reasonably be expected to have a Dolly Varden Material Adverse Effect;

(l)

for a royalty, metals streaming, long term offtake or similar economic arrangement in respect of any Dolly

Varden Concession;

(m)

any standstill or similar Contract restricting the ability of Dolly Varden or any of its subsidiaries to

offer to purchase or purchase the assets or equity securities of another person; and

(n)

with a term or commitment to or by Dolly Varden or any of its subsidiaries that may reasonably extend beyond

one year and which cannot be terminated without cost or penalty in excess of $100,000 on less than 60 days’ notice.

- 8 -

“Dolly Varden Meeting” means the special meeting of Dolly Varden

Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering the Dolly Varden Resolution and for any other purpose as may be set out in the Dolly Varden

Circular and agreed to in writing by Contango.

“Dolly Varden Omnibus Plan” means the Dolly Varden Omnibus Equity

Incentive Plan approved by the Dolly Varden Shareholders on June 24, 2025.

“Dolly Varden Option” means an option

to purchase a Dolly Varden Share granted pursuant to the Dolly Varden Option Plans.

“Dolly Varden 2017 Option Plan”

means the Dolly Varden Share Option Plan as amended and restated on May 18, 2017.

“Dolly Varden 2022 Option Plan”

means the Dolly Varden Stock Option Plan dated May 20, 2022.

“Dolly Varden Option Plans” means, together, the

Dolly Varden 2017 Option Plan and the Dolly Varden 2022 Option Plan, each being a “Dolly Varden Option Plan”.

“Dolly Varden Optionholder” means a holder of one or more Dolly Varden Options.

“Dolly Varden Projects” means, together, the Kitsault Valley Project and the Big Bulk Project.

“Dolly Varden Public Disclosure Record” means all documents and information filed by Dolly Varden under applicable

Securities Laws since January 1, 2023 and publicly available on SEDAR+.

“Dolly Varden Resolution” means the

special resolution to be considered by the Dolly Varden Shareholders at the Dolly Varden Meeting, substantially on the terms and in the form attached as Schedule B to this Agreement.

“Dolly Varden RSU” means a restricted share unit awarded pursuant to the Dolly Varden RSU Plan;

“Dolly Varden RSU Net Exercise Agreements” means, collectively, the agreements to be entered into by Dolly Varden and each

holder of Dolly Varden RSUs prior to the Effective Time providing for the net exercise of the Dolly Varden RSUs in connection with the surrender and cancellation or redemption of the Dolly Varden RSUs pursuant to the terms of the Dolly Varden RSU

Plan and in connection with the Arrangement, in a form to be agreed to by Dolly Varden and Contango, each acting reasonably.

“Dolly Varden RSU Plan” means the Dolly Varden Restricted Share Unit Plan dated May 20, 2022;

“Dolly Varden Securities” means, collectively, the Dolly Varden Shares, Dolly Varden Options and Dolly Varden RSUs.

“Dolly Varden Securityholder” means a holder of one or more Dolly Varden Securities.

“Dolly Varden Share” means a common share in the authorized share structure of Dolly Varden.

“Dolly Varden Shareholder” means a holder of one or more Dolly Varden Shares.

“Dolly Varden Shareholder Approval” means the approval of the Dolly Varden Resolution by the Dolly Varden Shareholders at

the Dolly Varden Meeting in accordance with Section 2.2(c).

“Dolly Varden Special Advisor” means Raymond James

Ltd.

“Dolly Varden Special Committee” means the special committee of the Dolly Varden Board.

“Dolly Varden Subsidiaries” means Homestake Resource and Homestake Royalty.

- 9 -

“Dolly Varden Technical Report” has the meaning ascribed thereto in

Section 3.1(x).

“Dolly Varden Termination Fee Event” has the meaning ascribed thereto in Section 8.3(d).

“Dolly Varden Voting Agreements” mean the voting support agreements (including all amendments thereto) between

Contango and the Dolly Varden Locked-Up Shareholders.

“EDGAR” means the

SEC’s Electronic Data Gathering, Analysis and Retrieval website.

“Effective Date” means the date upon which the

Arrangement becomes effective, as set out in Section 2.10(a).

“Effective Time” means the time on the Effective

Date that the Arrangement becomes effective, as set out in the Plan of Arrangement.

“Eligible Holder” means a Dolly

Varden Shareholder that is a beneficial owner of Dolly Varden Shares and is: (a) a resident of Canada for purposes of the Tax Act and not exempt from tax under Part I of the Tax Act; or (b) a “Canadian partnership” within the

meaning of the Tax Act, other than a Canadian partnership all the members of which are exempt from tax under Part I of the Tax Act.

“Environmental Laws” means all applicable federal, provincial, regional, municipal, local or other Laws, imposing liability

or standards of conduct for or relating to the regulation of activities, materials, substances or wastes in connection with or for or to the protection of human health, safety, the environment or natural resources (including ambient air, surface

water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation).

“Environmental

Liabilities” means, with respect to any person, all liabilities, obligations, responsibilities, response, remedial and removal costs, investigation costs, capital costs, operation and maintenance costs, losses, damages, punitive damages,

property damages, consequential damages, treble damages, costs and expenses, fines, penalties and sanctions incurred as a result of or related to any Hazardous Substance or any claim, suit, action, administrative order, investigation, proceeding or

demand by any person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, relating to any environmental matter arising under or related to any Environmental Laws, Environmental

Permits, or in connection with any Release or threatened Release or presence of a Hazardous Substance whether on, at, in, under, from or about or in the vicinity of any real or personal property.

“Environmental Permits” means all Permits under any Environmental Laws.

“Exchange Ratio” means 0.1652 of a Contango Share for each Dolly Varden Share.

“Exchangeable Share Support Agreement” means an agreement to be made among Contango, Callco and Acquiror on the Effective

Date and in connection with this Plan of Arrangement consistent with the terms set out in the Exchangeable Share Term Sheet, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Exchangeable Share Term Sheet” has the meaning ascribed there to in Section 5.1(g).

“Exchangeable Shares” means the exchangeable shares in the capital of the Acquiror.

“Final Order” means the final order of the Court pursuant to Section 291 of the BCBCA, in a form and substance

acceptable to Contango, the Acquiror and Dolly Varden, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, approving the Arrangement, as such order may be affirmed,

amended, modified, supplemented or varied by the Court (with the consent of Contango, the Acquiror and Dolly Varden, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, as affirmed or as amended on appeal (provided

that any such amendment is acceptable to Contango, the Acquiror and Dolly Varden, each acting reasonably) unless such appeal is withdrawn, abandoned or denied.

“Financial Advisory Agreement” means the engagement letter dated October 31, 2025 between Dolly Varden and the Dolly

Varden Financial Advisor.

- 10 -

“Form 51-102F5” means Form 51-102F5 as prescribed in NI 51-102.

“Fury”

means Fury Gold Mines Ltd.

“Governmental Entity” means (a) any multinational, federal, national, provincial,

state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, minister, ministry, bureau, agency or instrumentality, domestic or foreign,

(b) any subdivision, agent, commission, board or authority of any of the foregoing, (c) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any

regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (d) any stock exchange, including the NYSE American and TSXV.

“Hazardous Substance” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive,

reactive or otherwise hazardous or deleterious substance, waste or material, including metals, petroleum, polychlorinated biphenyls, asbestos and urea- formaldehyde insulation, and any other material or contaminant regulated or defined pursuant to

any Environmental Law.

“Hecla” means Hecla Canada Ltd.

“Homestake Resource” means Homestake Resource Corporation.

“Homestake Royalty” means Homestake Royalty Corporation.

“IFRS” means generally accepted accounting principles in Canada from time to time including, for the avoidance of doubt,

the standards prescribed in Part I of the CPA Canada Handbook - Accounting (International Financial Reporting Standards) as the same may be amended, supplemented or replaced from time to time.

“including”, “includes” or similar expressions are not intended to be limiting and are deemed to be

followed by the expression “without limitation”.

“Indigenous” means any and all aboriginal person, people,

or group, native person, people, or group, tribe, or indigenous person, people, or group, or any person or group asserting to be indigenous or part of an original community or otherwise claiming any right recognized or affirmed under applicable

Laws, treaties or any other interest held by virtue of that person or group’s status as one of the aforementioned groups, and any person or group representing or purporting to represent any of the foregoing.

“Intellectual Property” means all intellectual property and other similar proprietary rights in any jurisdiction worldwide,

whether registered or unregistered, including such rights in and to: (a) patents (including all reissues, divisions, provisionals, continuations and

continuations-in-part, re-examinations, renewals and extensions thereof), patent applications, patent disclosures or other patent

rights; (b) copyrights, design, design registration, and all registrations, applications for registration, and renewals for any of the foregoing, and any “moral” rights; (c) trademarks, service marks, trade names, business

names, logos, trade dress, certification marks and other indicia of commercial source or origin together with all goodwill associated with the foregoing, and all registrations, applications and renewals for any of the foregoing; (d) trade

secrets and business, technical and know-how information, databases (including assay), data collections, and drawings; (e) software, including data files, source code, object code, application programming

interfaces, architecture, files, records, schematics, computerized databases and other software-related specifications and documentation; and (f) Internet domain name registrations.

“Intended U.S. Tax Treatment” has the meaning ascribed thereto in Section 2.15.

“Interim Order” means the interim order of the Court contemplated by Section 2.2 of this Agreement and made pursuant

to Section 291 of the BCBCA in a form and substance acceptable to Contango, the Acquiror and Dolly Varden, each acting reasonably, providing for, among other things, declaration and direction in respect of the notice to be given in respect of,

and the calling and holding of the Dolly Varden Meeting, as the same may be affirmed, amended, modified, supplemented or varied by the Court (provided that any such amendment, modification, supplement or variation is acceptable to Contango, the

Acquiror and Dolly Varden, each acting reasonably).

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“Investor Rights Agreement” means the investor rights agreement between

Fury and Dolly Varden dated February 25, 2022.

“IRS” means the U.S. Internal Revenue Service.

“Johnson Tract” or “Johson Tract project” means the mineral rights to approximately 21,000 acres,

located near tidewater, 125 miles southwest of Anchorage, Alaska, which Contango leases from Cook Inlet Region, Inc.

“Key

Regulatory Approvals” means those consents, orders, exemptions, Permits and other approvals of Governmental Entities as set out in Schedule C hereto.

“Key Third Party Consents” means those consents, approvals and notices required from third parties to proceed with the

transactions contemplated by this Agreement and the Plan of Arrangement as set out in Schedule D hereto.

“Kitsault Valley

Project” means Dolly Varden’s combined Kitsault Valley project located in northwestern British Columbia.

“Law” or “Laws” means all laws (including common law), by-laws,

statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of

approval, permission, authority or license of any Governmental Entity or self-regulatory authority (including, where applicable, the TSXV and the NYSE American), and the term “applicable” with respect to such Laws and in a context

that refers to one or more persons, means such Laws as are applicable to such person or its business, undertaking, assets, property or securities and emanate from a person having jurisdiction over the person or persons or its or their business,

undertaking, assets, property or securities.

“Liens” means any hypothec, mortgage, pledge, assignment, lien, charge,

security interest, encumbrance, adverse right or claim, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming

any of the foregoing.

“Lucky Shot” or “Lucky Shot project” means the 8,600 acres of State of Alaska

and patented mining claims located in the Willow Mining District about 75 miles north of Anchorage, Alaska, which Contango leases from Alaska Hard Rock, Inc.

“Manh Choh” or “Manh Choh project” means the Main and North Manh Choh deposits within the Peak Gold JV

Property.

“material fact” has the meaning ascribed thereto in the Securities Act.

“MI 61-101” means Multilateral Instrument

61-101 – Protection of Minority Security Holders in Special Transactions.

“Minerals” means all ores, and ores and concentrates derived therefrom, of precious, base and industrial minerals,

including diamonds, which may be lawfully explored for, mined and sold.

“misrepresentation” has the meaning ascribed

thereto in the Securities Act.

“Money Laundering Laws” has the meaning ascribed thereto in Section 3.1(tt).

“NI 43-101” means National Instrument

43-101 – Standards of Disclosure for Mineral Projects.

“NI 51-102” means National Instrument 51-102 – Continuous Disclosure Obligations.

“NI 54-101” means National Instrument

54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer.

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“NYSE American” means the NYSE American Stock Exchange LLC.

“or” is intended to be inclusive and is deemed to mean “and/or.”

“Order” means all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions,

orders, decisions, rulings, determinations, awards, or decrees of any Governmental Entity (in each case, whether temporary, preliminary or permanent).

“ordinary course of business” means, with respect to an action taken by a person, that such action is consistent with the

past practices of such person and is taken in the ordinary course of the normal day-to-day business and operations of such person.

“Outside Date” means May 7, 2026, or such later date as may be agreed to in writing by the Parties.

“Parties” means Contango, the Acquiror and Dolly Varden, and “Party” means any of them.

“Peak Gold JV” means Peak Gold, LLC, the joint venture entity that holds the Manh Choh project, of which Contango holds a

30% interest and KG Mining (Alaska), Inc., an indirect subsidiary of Kinross Gold Corporation, holds the remaining 70% interest, and which is governed by the Peak Gold JV Agreement.

“Peak Gold JV Agreement” means the Amended and Restated Limited Liability Company Agreement of the Peak Gold JV, dated as

of October 1, 2020, as the same may be amended, supplemented or otherwise modified from time to time.

“Peak Gold JV

Property” means the 675,000 acres located near Tok, Alaska, which the Peak Gold JV leases from the Tetlin Tribal Council, and approximately 13,000 additional acres of State of Alaska mining claims.

“Permit” means any license, permit, certificate, consent, Order, grant, approval, classification, waiver, writ, consent,

registration or other authorization of or from any Governmental Entity.

“Permitted Liens” means (a) statutory

Liens for current Taxes or other charges by Governmental Entities not yet due and payable, or the amount or validity of which is being contested in good faith by appropriate proceedings (provided that appropriate reserves have been made in respect

thereof) to the extent that such proceedings effectively prevent the applicable Governmental Entities from taking collection action in respect of such disputed Taxes or enforcing any Liens securing the same; (b) mechanics’,

carriers’, workers’, repairers’, and similar statutory Liens arising or incurred in the ordinary course of business for amounts which are not delinquent or which are being contested by appropriate proceedings (provided that

appropriate reserves have been made in respect thereof); (c) zoning, entitlement, building, and other land use regulations imposed by Governmental Entities having jurisdiction over such person’s owned or leased real property, which are not

violated by the current use and operation of such real property; (d) covenants, conditions, restrictions, easements, and other similar non-monetary matters of record affecting title to such person’s

owned or leased real property, which do not materially impair the occupancy or use of such real property for the purposes for which it is currently used in connection with such person’s businesses; (e) any right of way or easement related

to public roads and highways, which do not materially impair the occupancy or use of such real property for the purposes for which it is currently used in connection with such person’s businesses; and (f) Liens arising under

workers’ compensation, unemployment insurance, social security, retirement, and similar legislation.

“person”

includes an individual, sole proprietorship, partnership, association, body corporate, trust, natural person in his or her capacity as trustee, executor, administrator or other legal representative, Governmental Entity or any other entity, whether

or not having legal status.

“Personal Information” means information in the possession or under the control of Dolly

Varden, Contango or any if their respective subsidiaries, as applicable, about an identifiable individual.

“Plan of

Arrangement” means the plan of arrangement of Dolly Varden, substantially in the form of Schedule A hereto, and any amendments or variations thereto made in accordance with this Agreement and the Plan of Arrangement or upon the direction

of the Court (with the prior written consent of Contango, the Acquiror and Dolly Varden, each acting reasonably) in the Final Order.

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“Pre-Acquisition Reorganization”

has the meaning ascribed thereto in Section 6.6(a).

“Privacy Legal Requirements” has the meaning ascribed thereto

in Section 3.1(ff)(iii).

“Proceeding” means any suit, claim, action, charge, complaint, litigation, arbitration,

proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, examination or investigation commenced, brought, conducted or heard by or before, any court or other Governmental Entity.

“Proposed Agreement” has the meaning ascribed thereto in Section 8.2(g).

“QRC Debenture” means the 8% unsecured convertible debenture dated April 26, 2022, issued by Contango to Queen’s

Road Capital Investment Ltd., as amended by a side letter dated May 17, 2023.

“Qualified Person” has the meaning

ascribed to such term in NI 43-101 and/or S-K 1300, as applicable.

“Regulatory Approvals” means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including

the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities

required in relation to the transactions contemplated hereby.

“Release” means any release, spill, emission, leaking,

pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of a Hazardous Substance in the indoor or outdoor environment, including the movement of a Hazardous Substance through

or in the air, soil, surface water, ground water or property.

“Reorganizing Party” has the meaning ascribed thereto in

Section 6.6(a).

“Replacement Option” means options to purchase Contango Shares granted in exchange for the Dolly

Varden Options as set out in the Plan of Arrangement.

“Representatives” means, with respect to any person, its and its

subsidiaries’ officers, directors, employees, representatives (including any legal, accounting, tax, financial and other advisors) and agents.

“Requesting Party” has the meaning ascribed thereto in Section 6.6(a).

“Response Period” has the meaning ascribed thereto in Section 8.2(g)(v).

“Returns” means all reports, forms, elections, statements, declarations, designations, notices, filings, returns and other

documents (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, that are filed or required to be filed with any Governmental Entity in connection with any

Taxes.

“S-K 1300” means Subpart 229.1300 and Item 601(b)(96) of Regulation S-K under the U.S. Securities Act.

“SEC” means the U.S. Securities and Exchange

Commission.

“SEC Clearance” has the meaning ascribed thereto in Section 2.4(a).

“Section 3(a)(10) Exemption” has the meaning ascribed thereto in Section 2.3.

“Securities Act” means the Securities Act (British Columbia).

“Securities Authorities” means, collectively, the BCSC and the applicable securities commissions and other securities

regulatory authorities in each of the other provinces of Canada.

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“Securities Laws” means the Securities Act and the securities legislation

of each other province and territory of Canada and the rules, regulations, forms, published instruments, policies, bulletins and notices of the Securities Authorities made thereunder, as now in effect and as they may be promulgated or amended from

time to time.

“SEDAR+” means CSA’s System for Electronic Data Analysis Retrieval+ website available at

www.sedarplus.ca.

“Special Advisory Agreement” means the engagement letter dated November 21, 2025 between Dolly

Varden and the Dolly Varden Special Advisor.

“Special Voting Share” means the special voting share of preferred stock

in the capital of Contango, consistent with the terms set out in the Exchangeable Share Term Sheet.

“subsidiary” has

the meaning ascribed to it in National Instrument 45-106 – Prospectus Exemptions, in force as of the date of this Agreement.

“Superior Proposal” means an unsolicited bona fide written Acquisition Proposal from an arm’s length third

party that is made after the date of this Agreement to acquire all of the outstanding voting shares of Contango or Dolly Varden (the “Target”) (other than voting shares beneficially owned by the person or persons making such

Acquisition Proposal) or all or substantially all of the assets of the Target and its subsidiaries on a consolidated basis, and (a) that did not result from or arise in connection with a breach of this Agreement; (b) that is reasonably

capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal and the person or persons making such Acquisition Proposal; (c) that, if it relates to the

acquisition of voting shares of the Target, is made to all shareholders of the Target, other than the person or persons making such Acquisition Proposal, on the same terms and conditions; (d) that is not subject to any financing condition and

in respect of which it has been demonstrated to the satisfaction of the Board of the Target, acting in good faith (and after receiving the advice of its outside legal advisors and financial advisors), that adequate arrangements have been made in

respect of any required financing required to complete such Acquisition Proposal; (e) that is not subject to any due diligence or access condition; (f) that complies with Securities Laws or U.S. Securities Laws, as applicable; (g) in

respect of which the Board of the Target unanimously determines, in its good faith judgment, after receiving the advice of its outside legal advisors, financial advisors and, in the case of the Dolly Varden Board, the Dolly Varden Special Committee,

that (A) failure to recommend such Acquisition Proposal to the shareholders of the Target would be inconsistent with its fiduciary duties under applicable Law; and (B) having regard for all of the terms and conditions of the Acquisition

Proposal, including all financial, legal, regulatory and other aspects of such proposal and the person making such proposal, such Acquisition Proposal, will, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to the shareholders of the Target from a financial point of view than the transactions contemplated by this Agreement, after taking into account any amendment

to the terms of this Agreement and the Plan of Arrangement proposed by the other Parties pursuant to Section 9.3.

“Superior

Proposal Notice” has the meaning ascribed thereto in Section 8.2(g)(iii).

“Tax Act” means the Income

Tax Act (Canada).

“Taxes” means with respect to any person, all supranational, national, federal, provincial,

state, local or other taxes, including income taxes, branch taxes, profits taxes, capital gains taxes, gross receipts taxes, digital services taxes, windfall profits taxes, value added taxes, severance taxes, ad valorem taxes, property taxes,

capital taxes, net worth taxes, production taxes, sales taxes, use taxes, licence taxes, excise taxes, franchise taxes, environmental taxes, transfer taxes, withholding or similar taxes, payroll taxes, employment taxes, employer health taxes,

government pension plan premiums and contributions, social security premiums, workers’ compensation premiums, employment/unemployment insurance or compensation premiums and contributions, stamp taxes, occupation taxes, premium taxes,

alternative or add-on minimum taxes, global minimum or “Pillar 2” taxes, goods and services taxes, harmonized sales taxes, customs duties or other taxes of any kind whatsoever imposed or charged by

any Governmental Entity, any requirement to pay or repay any amount to a Governmental Entity in respect of a tax credit, refund, rebate, governmental grant or subsidy, overpayment, or similar adjustment of Taxes, and any instalments in respect

thereof, together with any interest, penalties, or additions with respect thereto and any interest in respect of such additions or penalties, and whether disputed or not and “Tax” means any one of such Taxes.

“Termination Fee” has the meaning ascribed thereto in Section 8.3(c).

- 15 -

“Tetlin Tribal Council” means the governmental entity of the Native

Village of Tetlin, Alaska.

“Treasury Regulations” means United States Treasury Regulations promulgated under the Code.

“Trustee” means a trustee to be mutually chosen by Contango and Dolly Varden, acting reasonably, to act as trustee

under the Voting and Exchange Trust Agreement and any successor trustee appointed under the Voting and Exchange Trust Agreement;

“TSXV” means the TSX Venture Exchange.

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934 as the same has been and hereinafter

from time to time may be amended and the rules and regulations promulgated thereunder.

“U.S. GAAP” means generally

accepted accounting principles in the United States.

“U.S. Securities Act” means the United States Securities Act

of 1933 as the same has been and hereinafter from time to time may be amended and the rules and regulations promulgated thereunder.

“U.S. Securities Laws” means the U.S. federal securities laws, including without limitation, the U.S. Securities Act, the

U.S. Exchange Act and applicable securities laws of any state of the United States.

“United States” or

“U.S.” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

“Voting and Exchange Trust Agreement” means an agreement to be made between Contango, Callco, Acquiror and the Trustee on

the Effective Date in connection with this Plan of Arrangement, consistent with the terms set out in the Exchangeable Share Term Sheet, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms

thereof.

1.2

Interpretation Not Affected by Headings

The division of this Agreement into articles, sections, subsections and paragraphs and the insertion of headings are for

convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the contrary intention appears, references in this Agreement to an Article, Section, subsection, paragraph or Schedule by number or

letter or both refer to the Article, Section, subsection, paragraph or Schedule, respectively, bearing that designation in this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereto”,

“hereunder” and similar expressions refer to this Agreement and not any particular article, section, subsection, paragraph or other portion hereof and include any instrument supplementary or ancillary hereto.

1.3

Number and Gender

In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, and

words importing gender include all genders.

1.4

Date for Any Action

If the date on which any action is required to be taken hereunder by a Party is not a Business Day, such action shall be

required to be taken on the next succeeding day which is a Business Day.

1.5

Statutory References

Any reference in this Agreement to a statute includes all rules and regulations made thereunder, all amendments to such

statute, rule or regulation in force from time to time and any statute, rule or regulation that supplements or supersedes such statute, rule or regulation.

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1.6

Currency

Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of Canada and

“$” refers to Canadian dollars.

1.7

Accounting Matters

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under IFRS

and all determinations of an accounting nature in required to be made shall be made in accordance with IFRS consistently applied.

1.8

Knowledge

In this Agreement, (a) references to “the knowledge of Dolly Varden” (or similar expressions)

means the knowledge of Shawn Khunkhun (President and Chief Executive Officer), Ann Fehr (Chief Financial Officer) and Rob van Egmond, Vice-President Exploration after due enquiry, and (b) references to “the knowledge of

Contango” (or similar expressions) means the knowledge of Rick Van Nieuwenhuyse (President and Chief Executive Officer), Michael Clark (Chief Financial Officer), Chris Kennedy (General Manager, Lucky Shot Mine) and Dave Larimer

(Exploration Manager) after due enquiry.

1.9

Disclosure Letters

The Dolly Varden Disclosure Letter and the Contango Disclosure Letter, and all information contained in each of the Dolly

Varden Disclosure Letter and the Contango Disclosure Letter, is confidential information and subject to the terms and conditions of the Confidentiality Agreement.

1.10

Schedules

The following Schedules are annexed to this Agreement and are incorporated by reference into this Agreement and form a part

hereof:

Schedule A

Plan of Arrangement

Schedule B

Dolly Varden Resolution

Schedule C

Key Regulatory Approvals

Schedule D

Key Third Party Consents

Schedule E

Exchangeable Share Term Sheet

ARTICLE 2

THE ARRANGEMENT

2.1

Arrangement

(a)

Dolly Varden, Contango and the Acquiror agree that the Arrangement shall be implemented in accordance with

the terms and subject to the conditions contained in this Agreement and the Plan of Arrangement.

(b)

Unless one or both of the Dolly Varden Meeting and the Contango Meeting is postponed or adjourned in

accordance with the terms of this Agreement, Dolly Varden and Contango agree that the Dolly Varden Meeting and the Contango Meeting shall be held on the same day and at the same time, and agree to take such actions from time to time as may be

necessary in order to ensure that this occurs.

2.2

Interim Order

Dolly Varden shall, as soon as reasonably practicable following the date of this Agreement, and in any event in sufficient time

to file, furnish and mail the Dolly Varden Circular in accordance with Section 2.5, apply

- 17 -

to the Court in a manner acceptable to Contango and the Acquiror, each acting reasonably, pursuant to subsection 291 of the BCBCA and, in cooperation with Contango and the Acquiror, to schedule

the Interim Order hearing with the Court for a date on or about the 15th calendar day immediately following the date of filing of the Contango Proxy Statement with the SEC; provided that Dolly Varden shall reschedule such hearing if the SEC

Clearance is not obtained (or not obtainable) by the third Business Day prior to the date of the hearing; provided further that in the event such hearing is rescheduled, Dolly Varden shall use commercially reasonable efforts to reschedule such

hearing to occur as soon as reasonably practicable following the receipt of SEC Clearance, in each case subject to the availability of the Court and subject to and in accordance with the requirements of NI

54-101 with respect to the Dolly Varden Meeting. Dolly Varden shall prepare, file and diligently pursue an application to the Court for the Interim Order, which application will seek, among other things:

(a)

for the class of persons to whom notice is to be provided in respect of the Arrangement and the Dolly Varden

Meeting and for the manner in which such notice is to be provided;

(b)

for confirmation of the record date for the purposes of determining the Dolly Varden Shareholders entitled

to vote at the Dolly Varden Meeting (which date shall be fixed and filed by Dolly Varden in consultation with Contango, acting reasonably) and that such record date will not change in respect of any adjournment(s) or postponement(s) of the Dolly

Varden Meeting;

(c)

that the requisite approval for the Dolly Varden Resolution shall be the affirmative vote of at least:

(i)

662⁄3% of the votes

cast on the Dolly Varden Resolution by the Dolly Varden Shareholders present in person or represented by proxy at the Dolly Varden Meeting, with each Dolly Varden Share entitling a Dolly Varden Shareholder to one vote; and

(ii)

if required by applicable Securities Laws, a simple majority of the votes cast on the Dolly Varden

Resolution by the Dolly Varden Shareholders present in person or represented by proxy at the Dolly Varden Meeting (excluding the votes cast by any Dolly Varden Shareholders required to be excluded pursuant to MI

61-101);

(d)

that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of

Dolly Varden’s constating documents, including quorum requirements and all other matters, shall apply in respect of the Dolly Varden Meeting;

(e)

for the grant of Dissent Rights to those Dolly Varden Shareholders who are registered holders of Dolly

Varden Shares as of the record date of the Dolly Varden Meeting;

(f)

for the notice requirements with respect to the presentation of the application to the Court for the Final

Order;

(g)

that the Dolly Varden Meeting may be adjourned or postponed from time to time by the Dolly Varden Board

subject to the terms of this Agreement without the need for additional approval of the Court;

(h)

that each Dolly Varden Shareholder will have the right to appear before the Court at the hearing of the

application for the Final Order so long as they enter an appearance within a reasonable time and are in accordance with the procedures set out in the Interim Order;

(i)

that the deadline for the submission of proxies by Dolly Varden Shareholders for the Dolly Varden Meeting

shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the Dolly Varden Meeting, subject to waiver by Dolly Varden in accordance with the terms of this Agreement;

(j)

that it is the Parties’ intention to rely on the Section 3(a)(10) Exemption and similar

exemptions from applicable securities Laws of any state of the United States with respect to the issuance of Contango Shares, Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Arrangement, subject to and conditioned on the

Court’s determination that the Arrangement is

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substantively and procedurally fair to the persons entitled to receive such Contango Shares, Exchangeable Shares and Amalco Exchangeable Shares and based on the Court’s approval of the

Arrangement following a hearing at which the persons entitled to receive such Contango Shares, Exchangeable Shares and Amalco Exchangeable Shares are permitted to appear and be heard; and

(k)

for such other matters as Contango and the Acquiror may reasonably require subject to obtaining the prior

written consent of Dolly Varden, such consent not to be unreasonably withheld or delayed.

2.3

U.S. Securities Law Matters

The Parties agree that the Arrangement will be carried out with the intention that all Contango Shares, Exchangeable Shares and

Amalco Exchangeable Shares to be issued pursuant to the Plan of Arrangement will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act (the

“Section 3(a)(10) Exemption”) and pursuant to exemptions from applicable securities Laws of any state of the United States. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties

agree that the Arrangement will be carried out on the following basis:

(a)

the procedural and substantive fairness of the terms and conditions of the Arrangement will be subject to

the approval of the Court;

(b)

the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption

prior to the hearing required to approve the procedural and substantive fairness of the terms and conditions of the Arrangement to the persons entitled to receive such Contango Shares, Exchangeable Shares and Amalco Exchangeable Shares;

(c)

the Court will be required to satisfy itself as to the procedural and substantive fairness of the terms and

conditions of the Arrangement to the persons entitled to receive such Contango Shares, Exchangeable Shares and Amalco Exchangeable Shares;

(d)

Dolly Varden will ensure that each Dolly Varden Shareholder will be given adequate notice advising them of

their right to attend the hearing of the Court to approve the procedural and substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right;

(e)

Dolly Varden Shareholders will be advised that the Contango Shares, Exchangeable Shares and Amalco

Exchangeable Shares to be issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Contango, the Acquiror or Amalco, as applicable, in reliance on the Section 3(a)(10) Exemption;

(f)

the Interim Order will specify that each person entitled to receive such Contango Shares, Exchangeable

Shares and Amalco Exchangeable Shares will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time in accordance with the procedures set

out in the Interim Order and in accordance with the requirements of the Section 3(a)(10) Exemption;

(g)

the Court will hold a hearing before approving the procedural and substantive fairness of the terms and

conditions of the Arrangement to the persons entitled to receive such Contango Shares, Exchangeable Shares and Amalco Exchangeable Shares; and

(h)

the Final Order will expressly state that the Arrangement is approved by the Court as being procedurally and

substantively fair to the persons entitled to receive such Contango Shares, Exchangeable Shares and Amalco Exchangeable Shares, and the Final Order shall include a statement to substantially the following effect:

“This Order shall serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States

Securities Act of 1933, as amended, from the registration requirements otherwise imposed by such act regarding the distribution of securities pursuant to the Plan of Arrangement.”

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2.4

Dolly Varden Meeting

(a)

Subject to the receipt of the Interim Order and the terms of this Agreement, Dolly Varden shall, in

consultation with Contango and the Acquiror, as soon as reasonably practicable after the earliest to occur of (x) the SEC informing Contango that it has no remaining comments to, or will not review, the Contango Proxy Statement (and Contango

agrees to advise Dolly Varden of such matters promptly after the SEC informs Contango of such) or (y) the passage of at least ten calendar days (as calculated pursuant to Rule 14a-6 of the U.S. Exchange

Act) since the filing of a preliminary Contango Proxy Statement with the SEC not informing Contango that it intends to review the Contango Proxy Statement (in either case, the “SEC Clearance”), convene and conduct the Dolly Varden

Meeting in accordance with the Interim Order, Dolly Varden’s notice of articles and articles and applicable Law as soon as reasonably practicable, and in any event within fifty (50) days of the receipt of the SEC Clearance (and, in that

regard, Dolly Varden shall abridge, as necessary, any time periods that may be abridged under NI 54-101). Except as required by applicable Law, or with the prior written consent of Contango and the Acquiror,

which shall not be unreasonably withheld or delayed, the Dolly Varden Resolution shall be the only matter of business transacted at the Dolly Varden Meeting.

(b)

Subject to the terms of this Agreement, Dolly Varden shall use its commercially reasonable efforts to

solicit proxies (i) in favour of the approval of the Dolly Varden Resolution and take all other action necessary or desirable to secure the approval of the Dolly Varden Resolution and all other matters to be brought before the Dolly Varden

Meeting intended to facilitate and complete the transactions contemplated by this Agreement, and (ii) against any resolution submitted by any Dolly Varden Shareholder that is inconsistent with the Dolly Varden Resolution and the completion of

the transactions contemplated by this Agreement, including, if so requested by Contango or the Acquiror, using proxy solicitation services, as requested by Contango or the Acquiror, acting reasonably, provided that the cost of such proxy

solicitation services shall be borne by Contango.

(c)

Dolly Varden shall provide Contango or the Acquiror with copies of or access to information regarding the

Dolly Varden Meeting generated by any proxy solicitation services firm engaged by Dolly Varden, as reasonably requested from time to time by Contango or the Acquiror.

(d)

Dolly Varden shall give notice to Contango and the Acquiror of the Dolly Varden Meeting and allow

Representatives of Contango, the Acquiror and their legal counsel to attend the Dolly Varden Meeting.

(e)

Dolly Varden shall advise Contango and the Acquiror, as Contango or the Acquiror may reasonably request, and

at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Dolly Varden Meeting, as to the aggregate tally of the proxies received by Dolly Varden in respect of the Dolly Varden Resolution and any other

matters properly brought before the Dolly Varden Meeting.

(f)

Dolly Varden will promptly advise Contango and the Acquiror of any communication (orally or in writing) from

any Dolly Varden Shareholder in opposition to the Arrangement.

(g)

Dolly Varden will promptly advise Contango and the Acquiror of any written notice of dissent or purported

exercise by any Dolly Varden Shareholder of Dissent Rights received by Dolly Varden in relation to the Dolly Varden Resolution and any withdrawal of Dissent Rights received by Dolly Varden. Dolly Varden shall provide Contango and the Acquiror with

an opportunity to review and comment on any written communications sent by or on behalf of Dolly Varden to any Dolly Varden Shareholder who is exercising or purporting to exercise Dissent Rights in relation to the Dolly Varden Resolution and shall

not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Contango and the Acquiror.

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(h)

Dolly Varden will not recognize any purported notice of exercise of Dissent Rights delivered after the

deadline to deliver a notice of exercise of Dissent Rights without the prior written consent of Contango and the Acquiror.

(i)

Dolly Varden shall, upon the reasonable request from time to time by Contango or the Acquiror, promptly

deliver to Contango or the Acquiror (i) lists of all registered Dolly Varden Shareholders and other security holders of Dolly Varden, showing the name and address of each holder and the number of Dolly Varden Shares or other securities of Dolly

Varden held by each such holder, and securities positions, and (ii) from time to time, at the reasonable request of Contango or the Acquiror, updated or supplemental lists setting out any changes from the list(s) referred to in clause

(i) of this Section 2.4(i).

(j)

Dolly Varden shall not, except (i) as required for quorum purposes (in which case the meeting shall be

adjourned and not cancelled), (ii) as required by Law or a Governmental Entity, (iii) as to comply with Section 2.1(b), (iv) if Contango adjourns or postpones the Contango Meeting (in which case Dolly Varden shall adjourn or postpone the

Dolly Varden Meeting to the same date and time as the Contango Meeting), or (vii) as otherwise permitted under this Agreement, adjourn, postpone or cancel (or propose for adjournment, postponement or cancellation), or fail to call, the Dolly

Varden Meeting without Contango’s and the Acquiror’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, other than as expressly required or permitted in accordance with Section 8.2(k).

(k)

Dolly Varden shall not change the record date for the Dolly Varden Shareholders entitled to vote at the

Dolly Varden Meeting in connection with any adjournment or postponement of the Dolly Varden Meeting unless required by Law.

(l)

Dolly Varden shall not, without the prior written consent of Contango or the Acquiror, waive the deadline

for the submission of proxies by Dolly Varden Shareholders for the Dolly Varden Meeting.

(m)

Subject to applicable Law, Dolly Varden shall promptly advise Contango and the Acquiror of any communication

(written or oral) received by Dolly Varden from the TSXV, any of the Securities Authorities or any other Governmental Entity in connection with the Dolly Varden Meeting.

2.5

Dolly Varden Circular

(a)

Subject to Contango and the Acquiror complying with Section 2.5(c), Dolly Varden shall (i) as

promptly as reasonably practicable following the date of this Agreement, prepare the Dolly Varden Circular (together with any other documents required by Securities Laws and all other applicable Laws in connection with the Dolly Varden Meeting) in

compliance in all material respects with all applicable Laws, and (ii) as promptly as reasonably practicable after obtaining the Interim Order file or furnish, as applicable, the Dolly Varden Circular with respect to the Dolly Varden Meeting in

all jurisdictions where the same is required to be filed or furnished and mail the same as required by the Interim Order and in accordance with all applicable Laws in all jurisdictions where the same is required to be mailed (it being understood

that Dolly Varden will file, furnish and mail the Dolly Varden Circular as promptly as practicable, using reasonable best efforts, following the date of the SEC Clearance). If necessary, Dolly Varden shall, in consultation with Contango abridge the

timing contemplated by NI 54-101, as provided in section 2.20 thereof (provided, however, that for greater certainty, the foregoing obligation shall not extend to the making of an application for a waiver or

exemption from the requirements of NI 54-101).

(b)

Dolly Varden shall ensure that the Dolly Varden Circular complies in all material respects with all

applicable Laws and the Interim Order, and, without limiting the generality of the foregoing, that the Dolly Varden Circular shall not contain any misrepresentation (except that Dolly Varden shall not be responsible for any information included in

the Dolly Varden Circular relating to Contango, the Acquiror and its affiliates that was provided by Contango for inclusion in the Dolly Varden Circular) and shall provide Dolly Varden Shareholders with information in sufficient detail to permit

them to form a reasoned judgment concerning the matters to be placed before them at the Dolly

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Varden Meeting. The Dolly Varden Circular shall include (i) the Dolly Varden Board Recommendation, (ii) a statement that each of the Dolly Varden

Locked-Up Shareholders has signed a Dolly Varden Voting Agreement, pursuant to which they have agreed to, among other things, vote all of their Dolly Varden Shares in favour of the Dolly Varden Resolution and

any other resolution presented at the Dolly Varden Meeting required to give effect to the Arrangement, and (iii) summaries and copies of the Dolly Varden Fairness Opinions. The content of the Dolly Varden Circular shall comply with the terms of

this Agreement.

(c)

Contango shall furnish to Dolly Varden on a timely basis such information regarding Contango, its

affiliates, and the Acquiror as may be required by Law or reasonably required by Dolly Varden in the preparation of the Dolly Varden Circular (including, as required by section 14.2 of Form 51-102F5), and

Contango shall ensure that such information does not contain any misrepresentation concerning Contango, its affiliates or the Acquiror.

(d)

Contango shall use commercially reasonable efforts to obtain any necessary consents from its auditor,

Qualified Persons and any other advisors to the use of any financial, technical or other expert information required to be included in the Dolly Varden Circular and to the identification in the Dolly Varden Circular of each such advisor.

(e)

Contango, the Acquiror and their legal counsel shall be given a reasonable opportunity to review and comment

on drafts of the Dolly Varden Circular, prior to the Dolly Varden Circular being printed, mailed to Dolly Varden Shareholders and filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by Contango, the

Acquiror and their legal counsel, provided that all information relating solely to Contango, its affiliates, and the Acquiror included in the Dolly Varden Circular, and any information describing the terms and conditions of this Agreement, the Dolly

Varden Voting Agreements or the Plan of Arrangement, shall be in form and content approved in writing by Contango and the Acquiror, acting reasonably. Dolly Varden shall provide Contango and the Acquiror with final copies of the Dolly Varden

Circular prior to its mailing to the Dolly Varden Shareholders.

(f)

Each of the Parties shall promptly notify the others if at any time before the Effective Date it becomes

aware (in the case of Contango and the Acquiror, only in respect of information relating to Contango, its affiliates or the Acquiror) that the Dolly Varden Circular contains a misrepresentation, or otherwise requires an amendment or supplement to

the Dolly Varden Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the Dolly Varden Circular, as required or appropriate, and Dolly Varden shall promptly mail or

otherwise publicly disseminate any amendment or supplement to the Dolly Varden Circular to Dolly Varden Shareholders and, if required by the Court or applicable Laws, file the same with any Governmental Entity and as otherwise required.

(g)

Subject to applicable Law, Dolly Varden shall promptly advise Contango and the Acquiror of any communication

(written or oral) received by Dolly Varden from the TSXV, any of the Securities Authorities or any other Governmental Entity in connection with the Dolly Varden Circular.

2.6

Contango Meeting

(a)

Subject to the terms of this Agreement, as soon as reasonably practicable after the receipt of the SEC

Clearance, Contango shall convene and conduct the Contango Meeting in accordance with Contango’s constating documents and applicable Law as soon as reasonably practicable, and in any event within fifty (50) days of the receipt of the SEC

Clearance. Except as required by applicable Law, or with the prior written consent of Dolly Varden, which shall not be unreasonably withheld or delayed, the Contango Arrangement Proposal shall be the only matter of business transacted at the

Contango Meeting.

(b)

Subject to the terms of this Agreement, Contango shall use its commercially reasonable efforts to solicit

proxies (i) in favour of the approval of the Contango Arrangement Proposal and take all other action necessary or desirable to secure the approval of the Contango Arrangement Proposal and all

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other matters to be brought before the Contango Meeting intended to facilitate and complete the transactions contemplated by this Agreement, and (ii) against any resolution submitted by any

Contango Shareholder that is inconsistent with the Contango Arrangement Proposal and the completion of the transactions contemplated by this Agreement, including, if so requested by Dolly Varden, using proxy solicitation services, as requested by

Dolly Varden, acting reasonably.

(c)

Contango shall provide Dolly Varden with copies of or access to information regarding the Contango Meeting

generated by any proxy solicitation services firm engaged by Contango, as requested from time to time by Dolly Varden.

(d)

Contango shall give notice to Dolly Varden of the Contango Meeting and allow Dolly Varden’s

Representatives and legal counsel to attend the Contango Meeting.

(e)

Contango shall advise Dolly Varden as Dolly Varden may reasonably request, and at least on a daily basis on

each of the last ten Business Days prior to the date of the Contango Meeting, as to the aggregate tally of the proxies received by Contango in respect of the Contango Arrangement Proposal and any other matters properly brought before the Contango

Meeting.

(f)

Contango will promptly advise Dolly Varden of any communication (orally or in writing) from any Contango

Shareholder in opposition to the Arrangement.

(g)

Contango shall, upon the reasonable request from time to time by Dolly Varden, promptly deliver to Dolly

Varden (i) lists of all registered Contango Shareholders and other security holders of Contango, showing the name and address of each holder and the number of Contango Shares or other securities of Contango held by each such holder, and

securities positions, and (ii) from time to time, at the reasonable request of Dolly Varden, updated or supplemental lists setting out any changes from the list(s) referred to in clause (i) of this Section 2.6(g).

(h)

Contango shall not, except (i) as required for quorum purposes (in which case the meeting shall be

adjourned and not cancelled), (ii) as required by Law or a Governmental Entity, (iii) as to comply with Section 2.1(b), (iv) if Dolly Varden adjourns or postpones the Dolly Varden Meeting (in which case Contango shall adjourn or postpone

the Contango Meeting to the same date and time as the Dolly Varden Meeting), or (vii) as otherwise permitted under this Agreement, adjourn, postpone or cancel (or propose for adjournment, postponement or cancellation), or fail to call, the

Contango Meeting without Dolly Varden’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, other than as expressly required or permitted in accordance with Section 8.2(k).

(i)

Contango shall not change the record date for the Contango Shareholders entitled to vote at the Contango

Meeting in connection with any adjournment or postponement of the Contango Meeting unless required by Law.

(j)

Contango shall not, without the prior written consent of Dolly Varden, waive the deadline for the submission

of proxies by Contango Shareholders for the Contango Meeting.

(k)

Subject to applicable Law, Contango shall promptly advise Dolly Varden of any communication (written or

oral) received by Contango from the NYSE American, any of the Securities Authorities or any other Governmental Entity in connection with the Contango Meeting.

2.7

Contango Proxy Statement

(a)

Subject to Dolly Varden complying with Section 2.7(e), Contango shall (i) as promptly as

reasonably practicable following the date of this Agreement, prepare the Contango Proxy Statement (together with any other documents required by U.S. Securities Laws and all other applicable Laws in connection with the Contango Meeting) in

compliance in all material respects with all applicable Laws, and (ii) as promptly as reasonably practicable after Dolly Varden obtains the Interim Order file or furnish, as applicable, the Contango Proxy Statement with respect to the Contango

Meeting

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with the SEC and in all jurisdictions where the same is required to be filed or furnished and mail the same in accordance with U.S. Securities Laws and all other applicable Laws in all

jurisdictions where the same is required to be mailed (it being understood that Contango will so file, furnish and mail the Contango Proxy Statement as promptly as practicable, using reasonable best efforts, following the date of the SEC Clearance).

(b)

Contango shall ensure that the Contango Proxy Statement complies in all material respects with the rules and

regulations promulgated by the SEC and the requirements of all applicable Laws, and to respond as promptly as practicable to any comments of the SEC or its staff. Contango will advise Dolly Varden promptly after it receives any request by the SEC

for amendment of the Contango Proxy Statement or receives any comments thereon and responses thereto or any request by the SEC for additional information, and Contango shall provide Dolly Varden with copies of all substantive correspondence that is

provided by or on behalf of it, on one hand, and by the SEC on the other hand. Contango shall use its commercially reasonable efforts to resolve any comments from the SEC with respect to the Contango Proxy Statement as promptly as reasonably

practicable after receipt thereof.

(c)

Without limiting the generality of the foregoing, Contango shall ensure that the Contango Proxy Statement

not contain any misrepresentation (except that Contango shall not be responsible for any information included in the Contango Proxy Statement relating to Dolly Varden and its affiliates that was provided by Dolly Varden for inclusion in the Contango

Proxy Statement) and shall provide Contango Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Contango Meeting.

(d)

The Contango Proxy Statement shall include (i) a statement that the Contango Board has evaluated the

Arrangement in consultation with Contango’s management and legal and financial advisors, and has unanimously determined that the Arrangement and entry into this Agreement are in the best interests of Contango; (ii) the Contango Board

Recommendation, (iii) a statement that each of the Contango Locked-Up Shareholders has signed a Contango Voting Agreement, pursuant to which they have agreed to, among other things, vote all of their

Contango Shares in favour of the Contango Arrangement Proposal and any other resolution presented at the Contango Meeting required to give effect to the Arrangement, (iv) a summary and copies of the Contango Fairness Opinion, and (v) the

identities of the three directors nominated by Dolly Varden who shall become members of the Contango Board as of the Effective Time. The content of the Contango Proxy Statement shall comply with the terms of this Agreement.

(e)

Dolly Varden shall furnish to Contango on a timely basis such information regarding Dolly Varden and its

affiliates, as may be required by Law or reasonably required by Contango in the preparation of the Contango Proxy Statement, and Dolly Varden shall ensure that such information does not contain any misrepresentation concerning Dolly Varden or its

affiliates.

(f)

Dolly Varden shall use commercially reasonable efforts to obtain any necessary consents from its auditor,

Qualified Persons and any other advisors to the use of any financial, technical or other expert information required to be included in the Contango Proxy Statement and to the identification in the Contango Proxy Statement of each such advisor.

(g)

Contango and Dolly Varden shall each use commercially reasonable efforts to coordinate with each other to

prepare common disclosure that will be included in both the Dolly Varden Circular and the Contango Proxy Statement, and shall, to the extent reasonably practicable, provide that such disclosure is generally consistent as between the Dolly Varden

Circular and the Contango Proxy Statement.

(h)

Dolly Varden and its legal counsel shall be given a reasonable opportunity to review and comment on drafts

of the Contango Proxy Statement, prior to the Contango Proxy Statement being printed, mailed to Contango Shareholders and filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by Dolly Varden and its

legal counsel, provided that all information relating solely to Dolly Varden and its affiliates included in the Contango Proxy

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Statement, and any information describing the terms and conditions of this Agreement, the Contango Voting Agreements or the Plan of Arrangement, shall be in form and content approved in writing

by Dolly Varden, acting reasonably. Contango shall provide Dolly Varden with final copies of the Contango Proxy Statement prior to its mailing to the Contango Shareholders.

(i)

Each of the Parties shall each promptly notify the other if at any time before the Effective Date it becomes

aware (in the case of Dolly Varden, only in respect of information relating to Dolly Varden or its affiliates) that the Contango Proxy Statement contains a misrepresentation, or otherwise requires an amendment or supplement to the Contango Proxy

Statement, and the Parties shall co-operate in the preparation of any amendment or supplement to the Contango Proxy Statement, as required or appropriate, and Contango shall promptly mail or otherwise publicly

disseminate any amendment or supplement to the Contango Proxy Statement to Contango Shareholders and, if required by the Court or applicable Laws, file the same with any Governmental Entity and as otherwise required.

(j)

Subject to applicable Law, Contango shall promptly advise Dolly Varden of any communication (written or

oral) received by Contango from the NYSE American, any of the Securities Authorities or any other Governmental Entity in connection with the Contango Proxy Statement.

2.8

Final Order

If (a) the Interim Order is obtained, (b) the Dolly Varden Resolution is passed at the Dolly Varden Meeting by Dolly

Varden Shareholders, as provided for in the Interim Order, and (c) the Contango Arrangement Proposal is passed at the Contango Meeting by Contango Shareholders as required by applicable Law, Dolly Varden shall as soon as reasonably practicable

and in any event within three Business Days following the approval of the Dolly Varden Resolution at the Dolly Varden Meeting take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the

Final Order pursuant to Section 291 of the BCBCA.

2.9

Court Proceedings

Subject to the terms of this Agreement, Contango and the Acquiror will cooperate with, assist and consent to Dolly Varden

seeking the Interim Order and the Final Order, including by providing Dolly Varden on a timely basis any information required to be supplied by Contango and the Acquiror in connection therewith, and Dolly Varden will diligently pursue the Interim

Order and the Final Order. Dolly Varden will provide legal counsel to Contango and the Acquiror with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, the Court in connection with the

Arrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by Contango or the Acquiror for inclusion in such material), and will give

reasonable and due consideration to all such comments, provided that all information relating to Contango and the Acquiror included in such materials shall be in a form and substance satisfactory to Contango and the Acquiror, each acting

reasonably. Dolly Varden will also provide legal counsel to Contango on a timely basis with copies of any notice of appearance or notice of intent to oppose and any evidence or other documents delivered to Dolly Varden or its legal counsel in

respect of the application for the Interim Order or the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any person to appeal, or oppose the granting of, the Interim Order or the Final Order. Dolly

Varden shall ensure that all materials filed with the Court in connection with the Arrangement are consistent with the terms of this Agreement and the Plan of Arrangement. Subject to applicable Law, Dolly Varden will not file any material with the

Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except with Contango and the Acquiror’s prior written consent, such consent not to be unreasonably

withheld, conditioned or delayed; provided that nothing herein shall require Contango and the Acquiror to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such filed or served

materials that materially expands or increases Contango or the Acquiror’s obligations, or materially diminishes or limits Contango or the Acquiror’s rights, set forth in any such filed or served materials or under this Agreement or the

Arrangement. In addition, Dolly Varden will not object to legal counsel to Contango or the Acquiror making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers

appropriate; provided that Dolly Varden is advised of the nature of any submissions with reasonably sufficient time prior to such hearing and such submissions are consistent in all material respects with this Agreement and the Plan of

Arrangement. Dolly Varden will also oppose any appearance, proposal or motion from

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any party on the hearing of the motion for the Interim Order and the application for the Final Order which is inconsistent with this Agreement or the Plan of Arrangement. Dolly Varden will also

consult with Contango and the Acquiror with respect to the defense or settlement of any Dolly Varden Shareholder or derivative Proceeding and shall not settle in respect of any such Proceeding without Contango and the Acquiror’s prior written

consent, such consent not to be unreasonably withheld, conditioned or delayed. If at any time after the issuance of the Final Order and prior to the Effective Date, Dolly Varden is required by the terms of the Final Order or by Law to return to the

Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with Contango and the Acquiror.

2.10

Arrangement and Effective Date

(a)

Closing of the Arrangement shall occur, and the Arrangement shall become effective, on the fifth Business

Day following the satisfaction or waiver of all conditions to completion of the Arrangement set out in Article 7 (excluding any conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where

not prohibited, waiver of those conditions as of the Effective Date by the applicable Party or Parties for whose benefit such conditions exist) or on such other time and date as may be agreed upon by the Parties in writing, and the Arrangement shall

be effective at the Effective Time on the Effective Date and will have all of the effects provided by applicable Laws. From and after the Effective Time, the Plan of Arrangement shall have effect as provided by applicable Law, including the BCBCA.

(b)

The closing of the Arrangement will take place (i) by the exchange of documents by PDF or other

electronic means, or (ii) at such other place as may be agreed to by the Parties, in each case on the Effective Date at such time as may be agreed to by the Parties, acting reasonably.

2.11

Dolly Varden Convertible Securities

(a)

Dolly Varden shall take such action as may be required, including by entering into the Dolly Varden RSU Net

Exercise Agreements, in order to ensure that all unvested Dolly Varden RSUs shall be conditionally vested and that the respective surrender and cancellation or redemption dates of all the Dolly Varden RSUs are conditionally accelerated pursuant to

the terms of Dolly Varden RSU Plan such that all the Dolly Varden RSUs will all be surrendered and cancelled or redeemed by Dolly Varden for Dolly Varden Shares immediately prior to the Effective Time, so that holders of the Dolly Varden RSUs prior

to the Effective Time participate in the Arrangement as Dolly Varden Shareholders.

(b)

The Parties agree that all Dolly Varden Options that are not exercised prior to the Effective Time shall be

treated in accordance with the provisions of the applicable instruments governing such securities, including the applicable Dolly Varden Option Plan, the Parties shall take all such reasonable steps as may be necessary or desirable to give effect to

the foregoing including, without limitation, the execution of supplemental instruments and the issuance by Contango of the Replacement Options, as further set out in the Plan of Arrangement, and that, for purposes of Replacement Options governed by

the Dolly Varden 2022 Option Plan, if the holder of Replacement Options, who is a consultant or employee of Dolly Varden, ceases to be an “Eligible Participant” (as such term is defined in the Dolly Varden 2022 Option Plan) at the

Effective Time, all Replacement Options granted to such holder hereunder shall automatically expire on the date that is the earlier of the expiry date of the Replacement Options and the date that is 6 months following the Effective Date.

2.12

Payment of Consideration

(a)

Contango shall, on behalf of the Acquiror, on or immediately prior to the Effective Date and in any event

prior to the closing of the Arrangement, ensure that the Depositary has been provided with sufficient Contango Shares and sufficient Exchangeable Shares (the terms and conditions of such escrow to be satisfactory to the Parties, acting reasonably)

to satisfy the aggregate Consideration payable to the Dolly Varden Shareholders pursuant to the Arrangement. For greater certainty, Contango shall not be required pursuant to this Section 2.12 to provide or deposit in escrow with

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the Depositary prior to the Effective Date any Contango Shares or Exchangeable Shares as Consideration for the Dolly Varden Shares held by Dolly Varden Shareholders exercising Dissent Rights and

who have not withdrawn their notice of objection.

(b)

Contango shall, on behalf of the Acquiror, on the timing set out in the Plan of Arrangement, deliver or

cause to be delivered to Dolly Varden Optionholders the Replacement Options.

2.13

Announcement and Shareholder Communications

Dolly Varden and Contango shall mutually agree on the form of initial press release to be issued by each of them to announce

the transactions contemplated hereby promptly following the execution of this Agreement by the Parties. Contango and Dolly Varden agree to co-operate in the preparation of presentations, if any, to Dolly

Varden Shareholders and Contango Shareholders, respectively, regarding the Plan of Arrangement, and prior to the Effective Time no Party shall, other than as otherwise contemplated by this Agreement:

(a)

issue any press release or otherwise make public statements with respect to this Agreement or the Plan of

Arrangement without the consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed); or

(b)

make any filing with any Governmental Entity with respect to this Agreement or the Plan of Arrangement

without the consent of the other Parties (which consent shall not be unreasonably, withheld, conditioned or delayed).

Each Party shall enable the other Parties to review and comment on all such press releases prior to the release thereof, shall enable the

other Parties to review and comment on such filings prior to the filing thereof (other than with respect to confidential information contained in such filing) and shall consider to incorporate the comments of the other Parties in good faith;

provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing in accordance with applicable Laws, including Securities Laws and U.S. Securities Laws, as applicable, and if such

disclosure or filing is required and the other Parties have not reviewed or commented on the disclosure or filing, the Party making such disclosure or filing shall use commercially reasonable efforts to give prior oral or written notice to the other

Parties, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

2.14

Withholding Taxes

Contango, the Acquiror, Callco, Dolly Varden, the Depositary and their respective agents, as applicable (in this section, the

“payor”), shall each be entitled to deduct and withhold from any consideration or other amount payable (whether in cash or in kind, and including for avoidance of doubt the Consideration Shares or Dolly Varden Shares) or otherwise

deliverable to any person under this Agreement and the Plan of Arrangement (including any payment to Dolly Varden Shareholders who have validly exercised their Dissent Rights) such amounts as the payor may be required to deduct or withhold therefrom

under any applicable Law in respect of Taxes. For the purposes hereof and the Plan of Arrangement, all such deducted or withheld amounts shall be treated as having been paid to the person of which such deduction or withholding was made on account of

the obligation to make payment to such person thereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity when required by Law by, or on behalf of, the payor.

2.15

U.S. Tax Matters

The Arrangement is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code and the

Treasury Regulations promulgated thereunder and this Agreement and the Plan of Arrangement are intended to be, and hereby are adopted as, a “plan of reorganization” within the meaning of the Treasury Regulations promulgated under

Section 368 of the Code (the “Intended U.S. Tax Treatment”). Each Party shall file all financial statements, the Returns and similar filings, and otherwise act in a manner that is, consistent with the Intended U.S. Tax

Treatment unless otherwise required as a result of a “determination” within the meaning of Section 1313(a) of the Code, and shall not take any action, or knowingly fail to take any action, if such action or failure to act would

reasonably be expected to prevent the Arrangement from qualifying for the Intended U.S. Tax Treatment. Following the Effective Date, the Acquiror will prepare and file in accordance with the Treasury Regulations (including by

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posting a copy on the investor relations section of its website) an IRS Form 8937 with respect to the Arrangement consistent with the Intended U.S. Tax Treatment.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF DOLLY VARDEN

3.1

Representations and Warranties of Dolly Varden

Dolly Varden hereby represents and warrants to and in favour of Contango and the Acquiror as follows, except to the extent that

such representations and warranties are qualified by the Dolly Varden Disclosure Letter and acknowledges that Contango and the Acquiror are relying upon such representations and warranties in connection with the entering into of this Agreement:

(a)

Board Recommendation. The Dolly Varden Board, after consultation with its financial and legal

advisors, has determined unanimously that the Plan of Arrangement is fair to the Dolly Varden Shareholders and is in the best interests of Dolly Varden and has resolved unanimously to recommend to the Dolly Varden Shareholders that they vote in

favour of the Dolly Varden Resolution (such determination and recommendation, the “Dolly Varden Board Recommendation”).

(b)

Fairness Opinions. The Dolly Varden Board has received the oral opinion, to be subsequently confirmed

in writing, of the Dolly Varden Financial Advisor and the Dolly Varden Special Committee has received the oral opinion, to be subsequently confirmed in writing, of the Dolly Varden Special Advisor, and each such opinion has not been modified,

amended, qualified or withdrawn, each to the effect that, as of the date of this Agreement, and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received pursuant to the Plan of Arrangement by the

Dolly Varden Shareholders is fair, from a financial point of view, to such Dolly Varden Shareholders (together, the “Dolly Varden Fairness Opinions”).

(c)

Organization and Qualification. Dolly Varden and each of its subsidiaries is a corporation duly

incorporated or an entity duly created and validly existing under all applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary corporate power and capacity to own its property and assets as now owned and to

carry on its business as it is now being conducted. Dolly Varden and each of its subsidiaries is duly qualified to carry on business and is in good standing in each jurisdiction in which the character of its properties and assets owned, leased,

licensed or otherwise held, or the nature of its activities makes such qualification necessary, except where the failure to be so registered or in good standing would not reasonably be expected to have a Dolly Varden Material Adverse Effect.

(d)

Authority Relative to this Agreement. Dolly Varden has the requisite corporate power and capacity to

enter into this Agreement and (subject to obtaining the Interim Order, the Final Order and the Dolly Varden Shareholder Approval) to perform its obligations hereunder. The execution and delivery of this Agreement by Dolly Varden and the performance

by Dolly Varden of its obligations under this Agreement have been duly authorized by the Dolly Varden Board and no other corporate proceedings on the part of Dolly Varden are necessary to authorize the execution and delivery of this Agreement or the

performance by Dolly Varden of its obligations under this Agreement or the completion of the Arrangement pursuant to the Plan of Arrangement, other than the Interim Order, the Final Order, approval of the Dolly Varden Circular by the Dolly Varden

Board and the Dolly Varden Shareholder Approval. This Agreement has been duly executed and delivered by Dolly Varden and constitutes a legal, valid and binding obligation of Dolly Varden, enforceable against Dolly Varden in accordance with its

terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific

performance, may be granted only in the discretion of a court of competent jurisdiction.

(e)

No Violation. Subject to obtaining the Dolly Varden Shareholder Approval, Key Third Party Consents

and Key Regulatory Approvals, none of the execution and delivery of this Agreement by

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Dolly Varden, the performance by Dolly Varden of its obligations hereunder or the completion of the Arrangement pursuant to the Plan of Arrangement, or compliance by Dolly Varden or any of its

subsidiaries with any of the provisions hereof will:

(i)

violate, conflict with, or result (with or without notice or the passage of time) in a violation or breach

of any provision of, or require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in a right of termination or acceleration under, or

cause any suspension or revocation of, or result in the creation of any Lien (other than a Permitted Lien) upon, any of the properties or assets of Dolly Varden or any of its subsidiaries, or result in any material restriction, hindrance, impairment

or limitation on the ability of Dolly Varden or any of its material subsidiaries to conduct their business as and where it is now being conducted or cause any payment or other obligation to be imposed on Dolly Varden or any of its subsidiaries under

any of the terms, conditions or provisions of:

(A)

their respective notice of articles, articles or other comparable constating documents; or

(B)

any note, bond, mortgage, indenture, loan agreement or deed of trust to which Dolly Varden or any of its

material subsidiaries is a party or any Dolly Varden Material Contract;

(C)

any Law applicable to Dolly Varden or any of its material subsidiaries or any of their respective properties

or assets; or

(D)

any Permit currently in effect in respect of Dolly Varden or any of its material subsidiaries;

(ii)

give rise to any rights of first refusal or trigger any change in control provisions or any restrictions or

limitation under any note, bond, mortgage, indenture, loan agreement or deed of trust to which Dolly Varden or any of its material subsidiaries is a party or under any Dolly Varden Material Contract or under any Permit held by Dolly Varden or any of

its material subsidiaries; or

(iii)

result in the imposition of any Lien (other than a Permitted Lien) upon any property or assets of Dolly

Varden or any of its material subsidiaries.

(f)

Capitalization. The authorized share capital of Dolly Varden consists of an unlimited number of Dolly

Varden Shares, without par value. As of the close of business on the Business Day prior to the date of this Agreement, there are issued and outstanding 91,866,780 Dolly Varden Shares. In addition, as of the close of business on the Business Day

prior to the date of this Agreement, an aggregate of 2,694,876 Dolly Varden Shares are issuable upon the exercise of Dolly Varden Options and 605,636 Dolly Varden Shares are issuable upon the vesting of Dolly Varden RSUs. There are no options,

warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or

transfer by Dolly Varden of any securities of Dolly Varden (including Dolly Varden Shares), or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any

securities of Dolly Varden (including Dolly Varden Shares) or any of its subsidiaries. All outstanding Dolly Varden Shares have been duly authorized and validly issued, are fully paid and non-assessable, and

all Dolly Varden Shares issuable upon the exercise of the Dolly Varden Options or vesting of Dolly Varden RSUs in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable. Schedule 3.1(f) to the Dolly Varden Disclosure Letter sets forth, as of the date hereof, the holders of all Dolly Varden Options and Dolly Varden RSUs the number, exercise prices, and expiration

dates of each grant to such holders. There are no securities of Dolly Varden or of any of its subsidiaries outstanding which have the right to vote generally (or, other than the Dolly Varden Options and Dolly Varden RSUs, are convertible into, or

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exchangeable or exercisable for, or may vest into, securities having the right to vote generally) with the Dolly Varden Shareholders on any matter. There are no outstanding contractual or other

obligations of Dolly Varden to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any outstanding securities of its subsidiaries. There are no outstanding bonds, debentures or other

evidences of indebtedness of Dolly Varden or any of its subsidiaries having the right to vote with the Dolly Varden Shareholders on any matters.

(g)

Shareholder and Similar Agreements. Dolly Varden is not party to any shareholder, pooling, voting

trust or other similar agreement relating to the issued and outstanding shares in the capital of Dolly Varden.

(h)

Reporting Status and Securities Laws Matters. Dolly Varden is a “reporting issuer” and is

not on the list of reporting issuers in default under applicable Canadian provincial Securities Laws, in each of the provinces of Canada, other than Québec. No delisting, suspension of trading in or cease trading order with respect to any

securities of Dolly Varden and, to the knowledge of Dolly Varden, no inquiry or investigation (formal or informal) of Dolly Varden or the Dolly Varden Public Disclosure Record by any Securities Authority is in effect or ongoing or, to the knowledge

of Dolly Varden, threatened or expected to be implemented or undertaken. The Dolly Varden Shares are listed and posted for trading on the TSXV. Dolly Varden is in compliance with applicable requirements of the TSXV, except where non-compliance would not be reasonably expected to result in a Dolly Varden Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement or the

completion of the Arrangement pursuant to the Plan of Arrangement.

(i)

Ownership of Subsidiaries. Other than the Dolly Varden Subsidiaries, Dolly Varden does not have any

subsidiaries. Each Dolly Varden Subsidiary has been incorporated and is validly existing under the provincial laws of British Columbia, and is duly qualified to carry on its business in each jurisdiction in which the conduct of its business or the

ownership, leasing or operation of its property and assets requires such qualification, and has all requisite power and authority (corporate and other) to conduct its business and to own, lease and operate its properties and assets. The authorized

capital of Homestake Resource consists of an unlimited number of common shares in the capital of Homestake Resource. As at the date hereof, there are 103,248,300 common shares in the capital of Homestake Resource issued and outstanding, all of which

have been duly authorized and validly issued and are fully paid and non-assessable common shares in the capital of Homestake Resource. Dolly Varden is the legal, beneficial and registered owner of all of the

common shares in the capital of Homestake Resource free and clear of all Liens. The authorized capital of Homestake Royalty consists of unlimited common shares without par value and as of the date hereof, there is one common share in the capital of

Homestake Royalty issued and outstanding that has been duly authorized and validly issued and is fully paid and non-assessable. Homestake Resource is the legal, beneficial and registered owner of the single

issued and outstanding common share in the capital of Homestake Royalty free and clear of all Liens. No person has any right, agreement or option for the purchase from Dolly Varden or any Dolly Varden Subsidiary any interest in any of such shares of

any Dolly Varden Subsidiary or for the issue or allotment of any unissued shares in the capital of any Dolly Varden Subsidiary.

(j)

Regulatory Approvals. Other than the Key Regulatory Approvals, there are no approvals required from,

or notices required to be given to, any Governmental Entity which would prevent or materially delay consummation by Dolly Varden of the transactions contemplated by this Agreement and the Arrangement.

(k)

Consents. Other than the Key Third Party Consents, there are no consents or waivers required from any

party under any Dolly Varden Material Contract to which Dolly Varden or its subsidiaries are a party in order for Dolly Varden to proceed with the completion of the transactions contemplated by this Agreement or the Arrangement pursuant to the Plan

of Arrangement.

(l)

Public Filings. Dolly Varden has filed or furnished, as applicable, all documents in the Dolly Varden

Public Disclosure Record required to be filed or furnished by it in accordance with applicable

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Securities Laws and the requirements of the TSXV. All such documents and information comprising the Dolly Varden Public Disclosure Record, as of their respective dates (and the dates of any

amendments thereto): (i) did not contain any misrepresentation; and (ii) complied in all material respects with the requirements of applicable Securities Laws and the applicable policies of the TSXV relating to continuous disclosure

requirements. Dolly Varden has not filed any confidential material change report with any Securities Authorities that at the date of this Agreement, remains confidential. Since January 1, 2024, there has been no change in a material fact or a

material change (as those terms are defined under the Securities Act) in relation to Dolly Varden, except for: (A) changes in material facts or material changes that are reflected in a document included in the Dolly Varden Public Disclosure

Record and (B) this Agreement and the transactions contemplated hereby.

(m)

Dolly Varden Financial Statements.

(i)

Dolly Varden’s audited financial statements as at and for the financial years ended December 31,

2023 and December 31, 2024 (including the notes thereto and the report of the auditors thereon) and Dolly Varden’s unaudited financial statements for the interim period ended September 30, 2025 (the “Dolly Varden Financial

Statements”) were prepared in accordance with IFRS consistently applied and fairly present in all material respects the consolidated financial position, results of operations and changes in financial position of Dolly Varden and its

subsidiaries as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal period-end adjustments) and reflect reserves required

by IFRS in respect of all material contingent liabilities, if any, of Dolly Varden and its subsidiaries on a consolidated basis. There has been no material change in Dolly Varden’s accounting policies since December 31, 2024, except as

disclosed in the Dolly Varden Public Disclosure Record or as required by IFRS.

(ii)

The management of Dolly Varden has established and maintained a system of disclosure controls and procedures

designed to provide reasonable assurance that information required to be disclosed by Dolly Varden in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws imposed by Governmental Entities is

recorded, processed, summarized and reported within the time periods specified in such Laws imposed by such Governmental Entities. Such disclosure controls and procedures include controls and procedures designed to ensure that information required

to be disclosed by Dolly Varden in its annual filings, interim filings or other reports filed or submitted under the applicable Laws imposed by Governmental Entities is accumulated and communicated to Dolly Varden’s management, including its

chief executive officer and chief financial officer (or persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure.

(iii)

Dolly Varden maintains internal control over financial reporting. Such internal control over financial

reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and includes policies and procedures that:

(A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Dolly Varden and its subsidiaries; (B) provide reasonable assurance that transactions are

recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of Dolly Varden and its subsidiaries are being made only with authorizations of management and directors of Dolly Varden

and its subsidiaries, as applicable; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Dolly Varden or its subsidiaries that could have a material

effect on its financial statements.

(iv)

To the knowledge of Dolly Varden: (A) there are no material weaknesses in the design and implementation

or maintenance of its internal control over financial reporting of Dolly Varden that are reasonably likely to adversely affect the ability of Dolly Varden to record, process, summarize and report financial information; and (B) there is no

fraud, whether or

- 31 -

not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Dolly Varden.

(v)

Since December 31, 2024, neither Dolly Varden nor any of its subsidiaries nor, to Dolly Varden’s

knowledge, any Representative of Dolly Varden or any of its subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices,

procedures, methodologies or methods of Dolly Varden or any of its subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Dolly Varden or any of its subsidiaries has engaged in

questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Dolly Varden Board.

(vi)

The accountants who reported on the Dolly Varden Financial Statements are independent with respect to Dolly

Varden within the meaning of applicable Securities Laws. There has never been any reportable event (within the meaning of NI 51-102) with the current auditors or any former auditors (if any) of Dolly Varden.

(n)

Books and Records. The financial books, records and accounts of Dolly Varden and its subsidiaries, in

all material respects: (i) have been maintained, in the case of Dolly Varden in accordance with IFRS, and in the case of its subsidiaries in accordance with generally accepted accounting principles of their respective governing jurisdictions;

(ii) are stated in reasonable detail and accurately and fairly reflect the material transactions and dispositions of the assets of Dolly Varden and its subsidiaries; and (iii) accurately and fairly reflect the basis for the Dolly Varden

Financial Statements. The corporate records and minute books for each of Dolly Varden and its subsidiaries contain, in all material respects, complete and accurate minutes of all meetings and resolutions of the directors and shareholders of Dolly

Varden and each of its subsidiaries held or passed, as applicable, since their incorporation, merger, amalgamation or acquisition by Dolly Varden, as the case may be.

(o)

No Undisclosed Liabilities. Other than as disclosed in the most recent Dolly Varden Financial

Statements filed, or furnished, as applicable, on SEDAR+, as incurred in the ordinary course of business since the date of such financial statements, or as disclosed in this Agreement, or inter-company indebtedness, liabilities and guarantees among

Dolly Varden and its subsidiaries, Dolly Varden and its subsidiaries have no outstanding material indebtedness or material liabilities and are not party to or bound by any material suretyship, guarantee, indemnification or assumption agreement, or

endorsement of, or any other similar commitment with respect to the material accrued, contingent or other obligations, liabilities or indebtedness of any nature, of any person, either matured or unmatured.

(p)

No Dolly Varden Material Adverse Effect. Since December 31, 2024, there has been no Dolly Varden

Material Adverse Effect and no effect, change, development, event or occurrence that would, individually or in the aggregate, reasonably be expected to cause a Dolly Varden Material Adverse Effect.

(q)

No Dividend or Distribution. Since December 31, 2024, there has been no dividend or distribution

of any kind declared, paid or made by Dolly Varden on any Dolly Varden Shares.

(r)

Contracts. Schedule 3.1(r) of the Dolly Varden Disclosure Letter includes a complete and accurate

list of all Dolly Varden Material Contracts. Neither Dolly Varden or any of its subsidiaries is a party to any contract that is material to Dolly Varden and its subsidiaries, taken as a whole, other than the Dolly Varden Material Contracts. All

Dolly Varden Material Contracts are in full force and effect, and Dolly Varden or its subsidiaries are entitled to all rights and benefits thereunder in accordance with the terms thereof. Dolly Varden has made available to Contango for inspection

true and complete copies of all Dolly Varden Material Contracts. All of the Dolly Varden Material Contracts are valid and binding obligations of Dolly Varden enforceable in accordance with their respective terms, except as may be limited by

bankruptcy, insolvency and other laws affecting the enforcement

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of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction. Dolly Varden and its

subsidiaries have complied in all material respects with all terms of such Dolly Varden Material Contracts, have paid all amounts due thereunder, have not waived any rights thereunder and no material default or breach exists in respect thereof on

the part of Dolly Varden or any of its subsidiaries or, to the knowledge of Dolly Varden or any of its subsidiaries, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both,

would constitute such a material default or breach or trigger a right of termination of any of the Dolly Varden Material Contracts. As at the date of this Agreement, neither Dolly Varden nor any of its subsidiaries has received written notice that

any party to a Dolly Varden Material Contract intends to cancel, terminate or otherwise modify or not renew such Dolly Varden Material Contract, and to the knowledge of Dolly Varden or any of its subsidiaries, no such action has been threatened.

Neither Dolly Varden nor any of its subsidiaries is a party to any Dolly Varden Material Contract that contains any non-competition obligation or otherwise restricts in any material way the business of Dolly

Varden or any of its subsidiaries.

(s)

Litigation. There are no Proceedings pending or, to the knowledge of Dolly Varden, threatened

affecting Dolly Varden or any of its subsidiaries or affecting any of the Dolly Varden Concessions, property or assets at law or in equity, including matters arising under Environmental Laws. Neither Dolly Varden nor any of its subsidiaries nor

their respective assets or properties is subject to any outstanding judgement, order, writ, injunction or decree.

(t)

Taxes.

(i)

Each of Dolly Varden and its subsidiaries has duly and timely filed all material Returns required to be

filed by it with the appropriate Governmental Entity prior to the date hereof and all such material Returns are complete and correct in all material respects.

(ii)

Each of Dolly Varden and its subsidiaries has paid on a timely basis all material Taxes, including all

instalments on account of Taxes for the current year, that are due and payable by it.

(iii)

Each of Dolly Varden and its subsidiaries has established reserves on its books and records, in the case of

Dolly Varden in accordance with IFRS, and in the case of its subsidiaries in accordance with generally accepted accounting principles of their respective governing jurisdictions, adequate for the payment of any Taxes not yet due and payable and will

continue doing so until the Effective Date.

(iv)

Neither Dolly Varden nor any of its subsidiaries is party to or bound by any tax sharing agreement, tax

indemnity obligation in favour of any person or similar agreement in favour of any person with respect to Taxes (including any advance pricing agreement or other similar agreement relating to Taxes with any Governmental Entity) (excluding Contracts

entered into in the ordinary course of business, the primary purpose of which does not relate to Tax).

(v)

Neither Dolly Varden nor any of its subsidiaries will be required to include in a tax period ending after

the Effective Time any amount of net taxable income (after taking into account deductions claimed for such a period that relate to a prior period) attributable to income that accrued, or that was required to be reported for financial accounting

purposes in a prior taxable period but that was not included in taxable income for that or another prior tax period.

(vi)

Each of Dolly Varden and its subsidiaries has maintained and continues to maintain, in the place and manner

prescribed by applicable Law, all records and books of account required to be maintained under applicable Laws with respect to Taxes.

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(vii)

No material deficiencies, litigation, proposed adjustments or matters in controversy exist or have been

asserted, in any case in writing, with respect to Taxes of Dolly Varden or any of its subsidiaries. Neither Dolly Varden nor any of its subsidiaries is party to any action or proceeding for assessment or collection of Taxes and no such event has

been asserted or, to the knowledge of Dolly Varden, threatened, in any case in writing, against Dolly Varden or any of its subsidiaries or any of their respective assets.

(viii)

There are no material Liens for unpaid Taxes (other than in respect of Taxes not yet due and payable or

Liens for Taxes that are being contested in good faith by appropriate proceedings pursuant to applicable Laws) upon any of the assets of Dolly Varden or any of its subsidiaries.

(ix)

To the knowledge of Dolly Varden, there are no outstanding written agreements extending or waiving the

statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes due from Dolly Varden or any of its subsidiaries for any taxable period and no request for any such waiver or

extension is currently pending.

(x)

Each of Dolly Varden and its subsidiaries has duly and timely withheld all material Taxes and other amounts

required by Law to be withheld by it (including Taxes and other amounts required to be withheld by it in respect of any amount paid or credited or deemed to be paid or credited by it to or for the account or benefit of any person, including any

employees, officers or directors and any person who is a non-resident of Canada for purposes of the Tax Act), and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other

amounts required by Law to be remitted by it.

(xi)

Each of Dolly Varden and its subsidiaries has duly and timely collected all material amounts on account of

any sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts

required by Law to be remitted by it.

(xii)

Each of Dolly Varden and its subsidiaries, if legally required to do so, is duly registered under

subdivision (d) of Division V of Part IX of the Excise Tax Act (Canada) with respect to the goods and services tax and harmonized sales tax.

(xiii)

None of Dolly Varden or any of its subsidiaries has acquired property from a

non-arm’s length person, within the meaning of the Tax Act, for consideration, the value of which is less than the fair market value of the property acquired in circumstances which could subject it to a

liability under section 160 of the Tax Act (or comparable provisions of any other applicable Tax legislation).

(xiv)

Each of Dolly Varden and its subsidiaries has complied in all material respects with the transfer pricing

provisions of each applicable Law relating to Taxes, including the contemporaneous documents and disclosure requirements thereunder.

(xv)

To the knowledge of Dolly Varden, no jurisdiction or authority in which Dolly Varden or a subsidiary, as

applicable, does not file a Return has alleged that Dolly Varden or such subsidiary, as applicable, is required to file such a Return.

(xvi)

Neither Dolly Varden nor any of its subsidiaries has applied for any Canada Emergency Wage Subsidy or Canada

Emergency Rent Subsidy, in each case as provided for under section 125.7 of the Tax Act, or any analogous or similar pandemic, epidemic or health crisis relief measures enacted by the Government of Canada or any province or territory thereof.

- 34 -

(xvii)

Dolly Varden is not, and has never been, in default of any of its legal obligations in respect of any

“flow-through share” financings previously undertaken by it.

(xviii)

None of sections 17, 78, 79 or 80 to 80.04 of the Tax Act (or comparable provisions of any other applicable

legislation) have applied to Dolly Varden or any of its subsidiaries, and there are no circumstances existing which could reasonably be expected to result in the application of sections 17, 78, 79 or 80 to 80.04 of the Tax Act (or comparable

provisions of any other applicable legislation) to Dolly Varden or any of its subsidiaries.

(xix)

Neither Dolly Varden nor any of its subsidiaries is obligated to make any payments or is a party to any

agreement under which it could be obligated to make any payment that will not be deductible in computing its income under the Tax Act by virtue of Section 67 of the Tax Act (or comparable provisions of any other applicable legislation).

(xx)

For the purposes of the Tax Act, any applicable Tax treaty and any other relevant Tax purposes

(i) Dolly Varden is resident in, and is not a non-resident of, Canada, and is a “taxable Canadian corporation”; and (ii) each of its subsidiaries is resident in the jurisdiction in which

it was formed, is not resident in any other country, and if resident in Canada and is a corporation, is a “taxable Canadian corporation”.

(xxi)

Neither Dolly Varden nor any of its subsidiaries is a “surrogate foreign corporation” within the

meaning of Section 7874(a)(2)(B) of the Code or is treated as a U.S. corporation under Section 7874(b) of the Code.

(xxii)

None of Dolly Varden or any of its subsidiaries has distributed equity securities of another person, or has

had its equity securities distributed by another person, in the two (2) years preceding the date hereof in a transaction that was purported or intended to be governed in whole or in part by Sections 355 or 361 of the Code.

(xxiii)

None of Dolly Varden or any of its subsidiaries is or has been a party to any “listed

transaction” as defined in Section 6707A(c)(2) of the Code and United States Treasury Regulation Section 1.6011-4(b)(2).

(xxiv)

None of Dolly Varden or any of its subsidiaries has taken or agreed to take any action that would prevent

the Arrangement from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code and (B) Dolly Varden is not aware of any agreement, plan or other circumstance that would prevent the Arrangement from

qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

(xxv)

None of Dolly Varden or any of its subsidiaries has ever had an obligation to file an information return

pursuant to (i) sections 237.3, 237.4 or 237.5 of the Tax Act, or (ii) sections 1079.8.5 or 1079.8.6 of the Taxation Act (Quebec).

(u)

Property.

(i)

All of the Dolly Varden Concessions are listed in Schedule 3.1(u)(i) of the Dolly Varden Disclosure Letter

and are, in all material respects, the only mining tenures required to conduct Dolly Varden’s or any of its subsidiaries’ current activities at the Dolly Varden Projects.

(ii)

Each of the Dolly Varden Concessions and Dolly Varden Lands is in good standing in all material respects and

is held by Dolly Varden free and clear of all material Liens other than Permitted Liens or as disclosed in Schedule 3.1(u)(ii) of the Dolly Varden Disclosure Letter, and no person has any agreement or right to acquire an interest in such assets.

(iii)

Dolly Varden has possession of, and the right to deal with, the Dolly Varden Concessions and Dolly Varden

Lands.

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(iv)

There are no mineral royalty obligations, metals streaming obligations or similar obligations affecting the

Dolly Varden Concessions or the Dolly Varden Lands or the production or revenues or profits therefrom and no other person has any right to acquire any interest in such obligations.

(v)

Any and all assessment work required to have been performed and filed in respect of the Dolly Varden

Concessions as of the date of this Agreement has been performed and filed in all material respects.

(vi)

All material mining fees, Taxes and other payments required to have been paid by Dolly Varden or any of its

subsidiaries in respect of the Dolly Varden Concessions as of the date of this Agreement have been paid.

(vii)

No other person has any material interest in the Dolly Varden Concessions or the Dolly Varden Lands.

(viii)

There are no back-in rights,

earn-in rights, rights of first refusal, rights of first offer, option rights, royalty rights, rights of participation or similar provisions which would materially affect Dolly Varden’s or its

subsidiaries’ interests in the Dolly Varden Concessions.

(ix)

There are no adverse claims, actions, suits or proceedings pending or, to the knowledge of Dolly Varden,

that are threatened, affecting the Dolly Varden Concessions or the Dolly Varden Lands.

(x)

Neither Dolly Varden nor its subsidiaries have received any notice, whether written or oral from any

Governmental Entity or any person with jurisdiction or applicable authority of any revocation or intention to revoke Dolly Varden’s or its subsidiaries’ interests in the Dolly Varden Concessions.

(xi)

No material dispute exists or, to the knowledge of Dolly Varden, is pending or threatened in connection with

the ownership, access to or use of any Dolly Varden Concessions or Dolly Varden Lands between Dolly Varden or any of its subsidiaries and: (A) any surface landowner; (B) other mining companies; (C) a concessionaire of hydrocarbon

rights; or (D) any Governmental Entity.

(xii)

Dolly Varden has provided to Contango true, correct and complete copies of the most recent title opinions in

its possession related to the Dolly Varden Projects.

(xiii)

Dolly Varden has provided Contango with access to full and complete copies of all material exploration

information and data within its possession or control including all relevant material geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all of its technical reports,

feasibility studies and other similar reports and studies concerning the Dolly Varden Concessions and Dolly Varden or any of its subsidiaries has the sole right, title and ownership of all such information, data, reports and studies.

(v)

Operational Matters.

(i)

All rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens,

payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect property or asset of Dolly Varden or any of its subsidiaries, including the

Dolly Varden Concessions and Dolly Varden Lands, have been, in all material respects:

(A)

duly paid;

(B)

duly performed; or

- 36 -

(C)

provided for prior to the date hereof.

(ii)

All costs, expenses and liabilities payable on or prior to the date hereof under the terms of any material

contracts and agreements to which Dolly Varden or any of its subsidiaries is directly or indirectly bound, have been properly and timely paid, in all material respects, except for such expenses that are being currently paid prior to delinquency in

the ordinary course of business.

(iii)

Any and all operations of Dolly Varden and each of its subsidiaries and, to the knowledge of Dolly Varden,

any and all operations by third parties, on or in respect of the assets and properties of Dolly Varden or any of its subsidiaries, have been conducted in a good, workmanlike and efficient manner in accordance with sound mining and other applicable

Canadian mining industry standards and practices and in material compliance with applicable Laws.

(w)

Mineral Resources. Dolly Varden is in compliance in all material respects with the provisions of NI 43-101 and has filed all technical reports required thereby. The most recent estimated indicated, measured and inferred mineral resources disclosed in the Dolly Varden Public Disclosure Record prior to the date of

this Agreement, have been prepared in accordance with accepted mining, engineering, geoscience and other applicable industry standards and in all material respects in accordance with all applicable Laws, including NI

43-101. The information provided by Dolly Varden to the Qualified Persons in connection with the preparation of the Dolly Varden Technical Report was complete and accurate at the time such information was

furnished and complied in all material respects, with the requirements of NI 43-101. There has been no material reduction in the aggregate amount of the most recently estimated mineral resources of Dolly

Varden from the amounts disclosed in the Dolly Varden Public Disclosure Record. All material information regarding the Dolly Varden Projects, including drill results, technical reports and studies, that are required to be disclosed by Securities

Laws, have been disclosed in the Dolly Varden Public Disclosure Record in compliance, in all material respects, with applicable Securities Laws.

(x)

Technical Report.

(i)

The Kitsault Valley Project is currently the only material property of Dolly Varden for the purposes of NI 43-101 and the sole technical report concerning the Kitsault Valley Project is the technical report entitled “Technical Report on the Combined Kitsault Valley Project, British Columbia, Canada” with an

effective date of September 28, 2022, and prepared by Andrew J. Turner, B.Sc., P. Geo. and Rachelle Hough, P. Geo. (the “Dolly Varden Technical Report”).

(ii)

Dolly Varden or its corporate predecessors made available to the authors of the Dolly Varden Technical

Report, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided. All of the material

assumptions in the Dolly Varden Technical Report are reasonable and appropriate.

(iii)

As of the date hereof, the Dolly Varden Technical Report remains current in all material aspects and since

the date of the Dolly Varden Technical Report there is no new material scientific or technical information concerning the Kitsault Valley Project that is not included in the Dolly Varden Technical Report and that would require a new technical report

in respect of such property to be issued under NI 43-101.

(y)

Health and Safety.

(i)

Neither Dolly Varden nor any of its subsidiaries has received any demand or notice with respect to a

material breach of any applicable health and safety Laws, the effect of which would be reasonably expected to materially affect its operations.

- 37 -

(ii)

To Dolly Varden’s knowledge, there are no claims, investigations or inquiries pending against Dolly

Varden or any of its subsidiaries (or naming Dolly Varden or any of its subsidiaries as a potentially responsible party) based on material non-compliance with any applicable health and safety Laws at any of

its operations.

(z)

Cultural Heritage. To Dolly Varden’s knowledge, none of the areas covered by the Dolly Varden

Concessions are considered sacred or are culturally significant to any tribe.

(aa)

Expropriation. No written notice or proceeding in respect of the taking, condemnation or

expropriation by any Governmental Entity of any material part of the property or assets of Dolly Varden or any of its subsidiaries, including the Dolly Varden Concessions and Dolly Varden Lands has been given or commenced, nor, to the knowledge of

Dolly Varden, is any such proceeding or notice threatened.

(bb)

Permits. Dolly Varden and each of its subsidiaries has obtained, and is in compliance with, all

material Permits required by applicable Laws or necessary to conduct its current business as is now being conducted. To the knowledge of Dolly Varden, there are no facts, events or circumstances that would reasonably be expected to result in a

revocation of, or failure to renew in the ordinary course, such material Permits as are necessary to conduct Dolly Varden’s or its subsidiaries’ current business as is now being conducted.

(cc)

Environmental Matters. Except for any matters that, individually or in the aggregate, would not have

or would not reasonably be expected to have a Dolly Varden Material Adverse Effect, each of Dolly Varden and its subsidiaries and their respective businesses, operations, and properties:

(i)

is, and has been since January 1, 2021, in compliance in all material respects with all Environmental

Laws and all terms and conditions of all Environmental Permits;

(ii)

has not received any order, request or notice from any person alleging a material violation of any

Environmental Law;

(iii)

(A) is not a party to any material litigation or administrative proceeding, nor to Dolly Varden’s

knowledge is any material litigation or administrative proceeding threatened against it or its property or assets, which in either case: (1) asserts or alleges that it violated any Environmental Laws; (2) asserts or alleges that it is

required to clean up, remove or take remedial or other response action due to the Release of any Hazardous Substances; or (3) asserts or alleges that it is required to pay all or a portion of the cost of any past, present or future cleanup,

removal or remedial or other response action which arises out of or is related to the Release of any Hazardous Substances; (B) has no knowledge of any conditions existing currently which could reasonably be expected to subject it to material

damages, penalties, injunctive relief or cleanup costs under any Environmental Laws or which require or are likely to require cleanup, removal, remedial action or other material response by it pursuant to applicable Environmental Laws; and

(C) is not subject to any material judgment, decree, order or citation related to or arising out of applicable Environmental Law and has not been named or listed as a potentially responsible party by any Governmental Entity in a material matter

arising under any Environmental Laws; and

(iv)

is not involved in operations and does not know of any facts, circumstances or conditions, including the

Release of any Hazardous Substance that would reasonably be expected to result in any material Environmental Liabilities.

(dd)

Employee Benefits.

(i)

Schedule 3.1(dd) of the Dolly Varden Disclosure Letter sets forth a complete and correct list of all plans,

agreements, programs, policies or practices which provide any employee benefit, fringe benefit, health, life insurance, welfare, supplemental unemployment benefit, bonus, incentive, profit sharing, deferred compensation, stock purchase, stock

- 38 -

compensation, stock option, share appreciation rights, disability, pension, supplemental pension or other retirement savings, and any other employee or independent contractor compensation or

benefit plans, policies, arrangements, practices or undertakings, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, in each case which are maintained by or binding upon Dolly Varden or any of its subsidiaries or

in respect of which Dolly Varden or any of its subsidiaries has any actual or potential liability (collectively, the “Dolly Varden Benefit Plans”).

(ii)

Current and complete copies of all written Dolly Varden Benefit Plans as amended to date, or where oral,

written summaries of the terms thereof, have been made available for inspection to Contango and its counsel, together with copies of all material documents relating to each Dolly Varden Benefit Plan.

(iii)

Each Dolly Varden Benefit Plan has, in all material respects, been established, registered, funded,

administered and invested in compliance with the terms of such Dolly Varden Benefit Plan and all applicable Laws and collective bargaining agreements relating thereto. All employer and employee payments, contributions and premiums required to be

remitted, paid to or in respect of each Dolly Varden Benefit Plan have, in all material respects, been paid or remitted in a timely fashion in accordance with its terms and all applicable Laws. There is no investigation or audit by a Governmental

Entity or claim (other than routine claims for payment of benefits) pending or, to the knowledge of Dolly Varden, threatened involving any Dolly Varden Benefit Plan or its assets. Dolly Varden does not reasonably expect to incur (whether or not

assessed) any material penalty or Tax under Section 4980B, 4980D, 4980H, 6721 or 6722 of the Code.

(iv)

There have been no material non-exempt “prohibited

transactions” (within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA) and there have been no material breaches of fiduciary duty (as determined under ERISA) with respect to any Dolly Varden Benefit Plan, in each

case, that could reasonably be expected to result in a material liability to Contango.

(v)

None of the Dolly Varden Benefit Plans is a “registered pension plan” or a “retirement

compensation arrangement” as such terms are defined in the Tax Act, or any other plan organized and administered to provide pension or superannuation benefits to any current or former employees of Dolly Varden or any of its subsidiaries. None

of the Dolly Varden Benefit Plans is, and Dolly Varden does not have any current or contingent liability or obligation under or with respect to, any: (i) “multiemployer plan” as defined in Section 3(37) of ERISA; (ii)

“multiple employer plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code; (iii) “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA; or (iv) plan that is

or was subject to Title IV of ERISA or Section 412 of the Code. None of the Dolly Varden Benefit Plans provide health, life insurance or any other welfare benefits beyond retirement or other termination of service to any current or former

employees of Dolly Varden (or any spouses, dependents, survivors or beneficiaries of such persons), other than as required by law. None of the Dolly Varden Benefit Plans applies to, or permits participation by, employers that are not affiliates of

Dolly Varden or any of its subsidiaries.

(vi)

Neither Dolly Varden nor any of its subsidiaries has made any promise or commitment to create any additional

benefit plans which would be considered to be a Dolly Varden Benefit Plan once created or to improve or change the benefits provided under any Dolly Varden Benefit Plan.

(vii)

Each Dolly Varden Benefit Plan that constitutes in any part a “nonqualified deferred compensation

plan” (as defined in Section 409A(d)(1) of the Code and applicable regulatory guidance thereunder) subject to Section 409A of the Code has been established, operated and administered in all material respects with its terms and in all

respects with the operational and documentary requirements of, Section 409A of the Code and applicable

- 39 -

regulatory guidance thereunder, and no amount under any such Dolly Varden Benefit Plan is or has been, or is reasonably expected to be, subject to the interest and additional Tax set forth under

Section 409A(a)(1)(B) of the Code. No current or former service provider of Dolly Varden is entitled to any gross-up or otherwise entitled to indemnification or reimbursement by Dolly Varden with respect

to any Taxes, including under Sections 409A or 4999 of the Code.

(viii)

No payment or benefit that could be received (whether in cash, property or the vesting of property) or may

be made by Dolly Varden with respect to any “disqualified individual” that is a U.S. person for purposes of the Code (as defined in Section 280G of the Code and the applicable regulatory guidance thereunder) could result in

“excess parachute payments” within the meaning of Section 280G(b)(2) of the Code. Except as provided in this Agreement or as required by applicable Law, neither the execution and delivery of this Agreement nor the consummation of

the transactions contemplated by this Agreement will, either alone or in combination with any other event, (i) result in an increase in the compensation or benefits payable to any current or former director, officer, employee, service provider

or contractor of Dolly Varden or result in any acceleration of the time of payment or vesting of any compensation or benefits, in each case, under any Dolly Varden Benefit Plan or otherwise, (ii) entitle any current or former employee, director

or other individual service provider of Dolly Varden (or any dependent or beneficiary thereof) to any payment (whether in cash, property or the vesting of property) or benefit or (iii) restrict or limit the rights of Dolly Varden to administer,

amend or terminate any Dolly Varden Benefit Plan.

(ee) Labour and Employment.

(i)

Schedule 3.1(ee) of the Dolly Varden Disclosure Letter sets out a complete and accurate list of all

employees and contractors of Dolly Varden, as well as their title, date of hire, salary, wage rate, fee, vacation entitlement and total accrual, eligibility for overtime, bonus, and other material compensation. Other than as set out in Schedule

3.1(ee), no employee is on leave or otherwise absent from work. Except for those: (A) employment contracts with salaried employees of Dolly Varden or any of its subsidiaries; and (B) contracts with contractors of Dolly Varden and any of

its subsidiaries identified in Schedule 3.1(ee) of the Dolly Varden Disclosure Letter, there are no written or oral contracts of employment entered into with any such employees or contractors. No employee, contractor, officer or director of Dolly

Varden or any of its subsidiaries is party to a change of control, severance, termination, golden parachute or similar agreement or provision or would receive under such agreement or provision as a result of the Arrangement:

(A)

any payment (including severance, unemployment compensation, “golden parachute”, bonus or

otherwise) or increase any benefits otherwise payable;

(B)

any increase in the rate of, or acceleration of the time of payment or vesting of, wages, salaries,

commissions, bonuses, incentive compensation or other remuneration, severance entitlement, or benefits otherwise payable; or

(C)

an acceleration in the time of payment or vesting of any benefits or entitlements otherwise available

pursuant to any Dolly Varden Benefit Plan.

(ii)

Neither Dolly Varden nor any of its subsidiaries is subject to any collective agreement, either directly or

by operation of law, with any trade union or association which may qualify as a trade union, nor does any trade union or association which may qualify as a trade union hold bargaining rights relating to Dolly Varden or any of its subsidiaries or

their employees. There are no outstanding labour tribunal (administrative or judicial) proceedings of any kind related to any labour or employment obligation under any applicable Laws, including unfair labour practice proceedings or any proceedings

which could result in certification of a trade union as bargaining agent for any employees of Dolly

- 40 -

Varden or any of its subsidiaries. No material claim relating to termination of employment with Dolly Varden or its subsidiaries is pending or, to the knowledge of Dolly Varden, threatened. To

the knowledge of Dolly Varden, there are no threatened or apparent union organizing activities involving employees of Dolly Varden or any of its subsidiaries nor is Dolly Varden or any of its subsidiaries currently negotiating any collective

agreement.

(iii)

No labour strike, lock-out, slowdown or work stoppage is pending

against or directly affecting Dolly Varden or any of its properties.

(iv)

All amounts due or accrued for all salary, wages, commissions, bonuses, vacation pay, other compensation and

benefits under the Dolly Varden Benefit Plans to the employees and contractors of Dolly Varden and its subsidiaries for the period up to December 31, 2024 have either been paid or are accurately reflected in Dolly Varden’s financial books

and records.

(v)

Each of Dolly Varden and its subsidiaries is in compliance with all material terms and conditions of

employment and all Laws respecting employment, including pay equity, accessibility, employment standard, wages, hours of work, overtime, occupational health and safety, workers compensation, human rights and privacy. To the knowledge of Dolly

Varden, neither Dolly Varden nor any of its subsidiaries is subject to any outstanding or pending grievance, complaint, investigation, order, claim of wrongful dismissal, constructive dismissal, unfair labour practice, human rights violation or any

other similar dispute relating to employment or termination of employment or relationships with employees, consultants or independent contractors and there is no basis for such grievance, complaint, investigation, order or claim. No event has

occurred that, with notice or lapse of time or both, would constitute a breach, violation or default of such terms and conditions of employment and Laws by Dolly Varden or any of its subsidiaries.

(vi)

Dolly Varden and its subsidiaries have withheld from each payment made to any of its present or former

employees, contractors, officers or directors, or to other persons, all amounts required by Law to be withheld by it on account of income taxes, pension plan contributions, employment insurance premiums, employer health taxes, workers compensation

and similar taxes and levies, and has remitted such withheld amounts within the required time to the appropriate Governmental Entity.

(vii)

All independent contractors retained or used by Dolly Varden have been properly classified and Dolly Varden

has not received any notice challenging such classification from any Governmental Entity.

(ff)

Data Privacy and Security.

(i)

Dolly Varden has administrative, technical and physical safeguards (including monitoring compliance with

such safeguards) to protect the confidentiality, privacy and security of Personal Information and the systems, technology and networks that process Personal Information (the “Dolly Varden Information Security”). Dolly Varden has

provided true, correct and complete copies of all written policies and procedures related to the Dolly Varden Information Security. Each of Dolly Varden’s employees has received appropriate training on the Dolly Varden Information Security

relevant to each such employee’s role.

(ii)

Neither Dolly Varden nor its subsidiaries has experienced: (i) any unauthorized processing of Personal

Information in the possession, custody or control of any of Dolly Varden or its subsidiaries; or (ii) any unauthorized processing by a third party of Personal Information processed for or on behalf of Dolly Varden or its subsidiaries. Dolly

Varden has not knowingly, acted in a manner, is not aware of any incident or by the exercise or reasonable diligence would not be aware of any incident that would trigger an obligation to notify any person or Governmental Entity under any applicable

Laws or Contract.

- 41 -

(iii)

Dolly Varden and its subsidiaries are in compliance with and has complied with, in all material respects,

(i) all Laws related to Personal Information; (ii) all policies, procedures, processes, statements or notices related to Personal Information to the extent such policies, procedures, processes, statements or notices are legally binding or

give rise to legally-enforceable duties; and (iii) each Contract related to the processing of Personal Information (collectively, the “Privacy Legal Requirements”).

(iv)

Dolly Varden and its subsidiaries either transmits Personal Information across jurisdictional borders in

compliance in all material respects with all Privacy Legal Requirements or processes Personal Information exclusively in the same jurisdiction as each data subject to which it relates resides.

(v)

Dolly Varden and its subsidiaries have entered into written agreements with each third party service

provider, vendor and business partner that processes Personal Information, such as payment card processors, advertising and marketing agencies, cloud storage vendors and outsourced technology or human resource functions, (collectively,

“Data Related Vendors”) containing commercially reasonable provisions for data privacy and security. Dolly Varden has taken reasonable steps to select and retain only those Data Related Vendors that are capable of maintaining the

confidentiality, privacy and security of the Personal Information that they process on behalf of Dolly Varden or its subsidiaries.

(vi)

No person has commenced or threatened within the past five (5) years any action or other written

complaint, audit, proceeding, claim or investigation arising from or relating to the processing of Personal Information by, for or on behalf of Dolly Varden or its subsidiaries.

(vii)

The execution, delivery and performance of this Agreement and the consummation of the transactions

contemplated herein shall not cause, constitute or result in a breach or violation of any Privacy Legal Requirement, any policy, procedure, process, statement or notice of Dolly Varden as it currently exists or as it existed at any time during which

any Personal Information was processed by or on behalf of Dolly Varden or its subsidiaries.

(gg)

Intellectual Property

(i)

Schedule 3.1(gg) of the Dolly Varden Disclosure Letter sets forth a true, correct, and complete list of all

Intellectual Property owned by Dolly Varden or its subsidiaries. Dolly Varden or one of its subsidiaries owns (free and clear of any Liens), or possesses valid rights to use, all Intellectual Property necessary to conduct the business of Dolly

Varden as it is currently conducted, and to lease, own, use and operate its properties and assets as currently leased and operated.

(ii)

To the knowledge of Dolly Varden, no third party is currently infringing or misappropriating any material

Intellectual Property owned by Dolly Varden or any of its subsidiaries. Neither Dolly Varden nor any of its subsidiaries has infringed or misappropriated any Intellectual Property of any third party or received any material written claim of

infringement or misappropriation of any Intellectual Property of any third party.

(hh)

Compliance with Laws. Each of Dolly Varden and its subsidiaries is, and at all times has been, in

compliance in all material respects with and is not in violation, and has not received written notice of any alleged violation, in any material respect of any applicable Laws, other than non-compliance or

violations which would not, individually or in the aggregate, result in a Dolly Varden Material Adverse Effect.

(ii)

Winding Up. No order has been made, petition presented or meeting convened for the purpose of winding

up of Dolly Varden or any of its subsidiaries, or for the appointment of any provisional liquidator or in relation to any other process whereby the business is terminated and the assets of Dolly Varden or any of its subsidiaries are distributed

amongst the creditors, shareholders or other

- 42 -

contributors, and there are no proceedings under any applicable insolvency, bankruptcy, reorganisation or similar laws in any relevant jurisdiction, and no events have occurred which, under

applicable Laws, would be reasonably likely to justify any such cases or proceedings.

(jj)

Administration and Receivership. To the knowledge of Dolly Varden, no person has taken any step,

legal proceeding or other procedure with a view to the appointment of an administrator, whether out of court or otherwise, in relation to Dolly Varden or any of its subsidiaries, and no receiver (including any administrative receiver) has been

appointed in respect of the whole or any part of any of the property, assets or undertaking of Dolly Varden or any of its subsidiaries nor has any such order been made (including, in any relevant jurisdiction, any other order by which, during the

period it is in force, the affairs, business and assets of the company concerned are managed by a person appointed by any Governmental Entity).

(kk)

Voluntary Arrangement, Etc. Neither Dolly Varden nor any of its subsidiaries has made any voluntary

arrangement with any of its creditors or is insolvent or unable to pay its debts as they fall due.

(ll)

Related Party Transactions. Other than among Dolly Varden and its subsidiaries, the Ancillary Rights

Agreement, Investor Rights Agreement, pursuant to existing employment agreements entered into between Dolly Varden and its subsidiaries with their respective officers and directors or existing agreements made by Dolly Varden pursuant to the Dolly

Varden Equity Incentive Plans, there are no Contracts or other transactions currently in place between Dolly Varden or any of its subsidiaries, on the one hand, and, on the other hand: (i) any Dolly Varden Shareholder of record or, to the

knowledge of Dolly Varden, beneficial owner of 5% or more of the Dolly Varden Shares; (ii) any officer or director of Dolly Varden or any of its subsidiaries; or (iii) to the knowledge of Dolly Varden, any affiliate or associate of any

such, officer, director, or Dolly Varden Shareholder of record or beneficial owner.

(mm)

Registration Rights. No Dolly Varden Securityholder has any right to compel Dolly Varden to register

the Dolly Varden Shares (or any of them) for public sale or distribution.

(nn)

Restrictions on Business Activities. There is no arbitral award, judgment, injunction, order or

decree binding upon Dolly Varden or any of its subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting, or impairing in any material respect: (i) any business practice; (ii) any acquisition or

disposition of property; or (iii) the conduct of the business, as currently conducted.

(oo)

Shareholder Rights Plan. There is no shareholder rights plan, “poison pill”, anti-

takeover plan, or similar arrangement in effect to which Dolly Varden or any of its subsidiaries is subject, party to or otherwise bound.

(pp)

Relationships with Suppliers. Dolly Varden has not received any written notice that any supplier

whose services, if discontinued or withheld, would be reasonably expected to materially affect operations relating to the Dolly Varden Projects, intends to cancel, terminate or otherwise modify or not renew its relationship with Dolly Varden or its

subsidiaries.

(qq)

Brokers. No broker, investment banker, financial advisor or other person is entitled to any

broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Dolly Varden, other than the Dolly Varden Financial

Advisor, the fees and expenses of which are as set forth in their engagement letter (true and complete copies of which have been provided to Contango).

(rr)

Insurance. Dolly Varden and its subsidiaries have in place reasonable and prudent insurance policies

appropriate for its size, nature and stage of development. All such policies of insurance as are listed in Schedule 3.1(rr) of the Dolly Varden Disclosure Letter. All insurance maintained by or in respect of Dolly Varden or any of its subsidiaries

is in full force and effect and in good standing and Dolly Varden will use reasonable commercial efforts to keep them in full force and effect or renew them

- 43 -

as appropriate through the Effective Date. Neither Dolly Varden nor any of its subsidiaries is in default, whether as to payment of premium or otherwise, under the terms of any such insurance nor

has Dolly Varden or any of its subsidiaries failed to give any notice or present any material claim under any such insurance in a due and timely fashion or received notice or otherwise become aware of any intent of an insurer to either claim any

default on the part of Dolly Varden or any of its subsidiaries or not to renew any policy of insurance on its expiry or to increase any deductible or cost.

(ss)

Corrupt Practices Legislation.

(i)

Neither Dolly Varden nor any of its subsidiaries, nor, to Dolly Varden’s knowledge, any of their

respective directors, officers, agents, employees, consultants or other persons acting on behalf of Dolly Varden or any of its subsidiaries has offered or given, and Dolly Varden is not aware of or does not have any knowledge of any person that has

offered or given on its behalf, anything of value to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, any customer or member of any Governmental Entity, or any other person

(including any Indigenous or aboriginal official, candidate or community member), in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or

indirectly, for the purpose of any of the following:

(A)

influencing any action or decision of such person, in such person’s official capacity, including a

decision to fail to perform such person’s official function in order to obtain or retain an advantage for Dolly Varden or any of its subsidiaries in the course of business;

(B)

inducing such person to use such person’s influence with any Governmental Entity to affect or

influence any act or decision of such Governmental Entity to assist Dolly Varden or any of its subsidiaries in obtaining or retaining business for, with, or directing business to, any person or otherwise to obtain or retain an advantage in the

course of business; or

(C)

where such payment would constitute a bribe, rebate, payoff, influence payment, kickback or illegal or

improper payment to assist Dolly Varden or the subsidiary in obtaining or retaining business for, with, or directing business to, any person.

(ii)

There have been no actions taken by Dolly Varden, any of its subsidiaries or, to the knowledge of Dolly

Varden, by any persons on behalf of Dolly Varden or any of its subsidiaries, that would cause Dolly Varden or its subsidiaries or such persons to be in violation of the Corruption of Foreign Public Officials Act (Canada) or the Foreign

Corrupt Practices Act of 1977 (United States), as amended (collectively, the “Corruption Acts”) or any similar legislation in any jurisdiction in which Dolly Varden or any of its subsidiaries conduct their business and to which

Dolly Varden or any of its subsidiaries may be subject.

(iii)

The financial records of Dolly Varden and its subsidiaries have at all times been maintained in compliance

with the Corruption Acts, during such times and to the extent Dolly Varden and its subsidiaries were subject to any such Corruption Act.

(iv)

There are no proceedings or investigations under the Corruption Acts or any similar legislation in any

jurisdiction in which Dolly Varden and its subsidiaries conduct their business pending against Dolly Varden or any of its subsidiaries, nor any of their respective directors, officers, agents, employees, consultants or other persons acting on behalf

of Dolly Varden or any of its subsidiaries, or to the knowledge of Dolly Varden, threatened against or affecting, Dolly Varden or any of its subsidiaries or any of their respective directors, officers, agents, employees, consultants or other persons

acting on behalf of Dolly Varden or any of its subsidiaries.

- 44 -

(tt)

Anti-Money Laundering. The operations of Dolly Varden and its subsidiaries are in material compliance

with the financial record-keeping and reporting requirements of the anti-money laundering and anti-terrorism statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,

issued, administered or enforced by any Governmental Entities to which Dolly Varden or the subsidiary is subject, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (collectively, the “Money

Laundering Laws”), and no action, suit, proceeding, investigation or notice by, before or from any Governmental Entity involving Dolly Varden or any of its subsidiaries with respect to the Money Laundering Laws is pending.

(uu)

Indigenous Claims. There are no claims with respect to Indigenous or aboriginal rights currently, or

pending or threatened, with respect to any of the Dolly Varden Projects or in respect of any other properties in which Dolly Varden has a direct or indirect economic interest.

(vv)

NGOs and Community Groups. No material dispute (including any dispute relating to the ownership of

any Dolly Varden’s or its subsidiaries properties) between Dolly Varden or any of its subsidiaries and any non-governmental organization, community, community group, Indigenous group exists or, to the

knowledge of Dolly Varden, is threatened with respect to any of Dolly Varden’s or any of its subsidiaries’ properties or operations. Dolly Varden has provided Contango and the Acquiror with full and complete access to all material

correspondence received by Dolly Varden, its subsidiaries or their respective Representatives from any non-governmental organization, community, community group or Indigenous group.

(ww)

Foreign Private Issuer. Dolly Varden is a “foreign private issuer” within the meaning of

Rule 3b-4 under the U.S. Exchange Act.

(xx)

Not an Investment Company. Dolly Varden is not registered or required to be registered as an

“investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended.

(yy)

Ownership of Contango Shares or other Securities. Neither Dolly Varden nor any of its

affiliates own any Contango Shares or any other securities of Contango.

3.2

Survival of Representations and Warranties of Dolly Varden

The representations and warranties of Dolly Varden contained in this Agreement shall not survive the completion of the

Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF CONTANGO

4.1

Representations and Warranties of Contango

Contango hereby represents and warrants to and in favour of Dolly Varden as follows, except to the extent that such

representations and warranties are qualified by the Contango Disclosure Letter and acknowledges that Dolly Varden is relying upon such representations and warranties in connection with the entering into of this Agreement:

(a)

Board Recommendation. The Contango Board, after consultation with its financial and legal advisors,

has determined unanimously that the Arrangement and entry into this Agreement, and all acts and transactions contemplated thereby, are in the best interests of Contango and the Contango Shareholders and has resolved unanimously to recommend to the

Contango Shareholders that they vote in favour of the Contango Arrangement Proposal (such determination and recommendation, the “Contango Board Recommendation”).

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(b)

Fairness Opinion. The Contango Board has received the oral opinion, subsequently confirmed in

writing, of the Contango Financial Advisor, which opinion has not been modified, amended, qualified or withdrawn, to the effect that, as of the date of this Agreement, and subject to the assumptions, limitations and qualifications set forth therein,

the Exchange Ratio is fair, from a financial point of view, to such Contango Shareholders (the “Contango Fairness Opinion”).

(c)

Organization and Qualification. Contango, each of its subsidiaries and the Peak Gold JV is a

corporation duly incorporated or an entity duly created and validly existing under all applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary corporate power and capacity to own its property and assets as

now owned and to carry on its business as it is now being conducted. Contango, each of its subsidiaries and the Peak Gold JV is duly qualified to carry on business and is in good standing in each jurisdiction in which the character of its properties

and assets owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification necessary, except where the failure to be so registered or in good standing would not reasonably be expected to have a Contango Material

Adverse Effect.

(d)

Authority Relative to this Agreement. Contango has the requisite corporate power and capacity to

enter into this Agreement and (subject to receipt of the Contango Shareholder Approval) to perform its obligations hereunder. The execution and delivery of this Agreement by Contango and the performance by Contango of its obligations under this

Agreement have been duly authorized by the Contango Board and no other corporate proceedings on the part of Contango are necessary to authorize the execution and delivery of this Agreement or the performance by Contango of its obligations under this

Agreement or the completion of the Arrangement pursuant to the Plan of Arrangement, other than the Contango Shareholder Approval. This Agreement has been duly executed and delivered by Contango and constitutes a legal, valid and binding obligation

of Contango, enforceable against Contango in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting

rights of creditors and that equitable remedies, including specific performance, may be granted only in the discretion of a court of competent jurisdiction.

(e)

No Violations. Subject to obtaining the Contango Shareholder Approval, the Key Third Party Consents

and Key Regulatory Approvals, none of the execution and delivery of this Agreement by Contango, the performance by Contango of its obligations hereunder or the completion of the Arrangement pursuant to the Plan of Arrangement, or compliance by

Contango or any of its subsidiaries with any of the provisions hereof will:

(i)

violate, conflict with, or result (with or without notice or the passage of time) in a violation or breach

cause any suspension or revocation of, or result in the creation of any Lien (other than a Permitted Lien) upon, any of the properties or assets of Contango or any of its subsidiaries, or result in any material restriction, hindrance, impairment or

limitation on the ability of Contango or any of its material subsidiaries to conduct their business as and where it is now being conducted, or cause any payment or other obligation to be imposed on Contango or its material subsidiaries, under any of

the terms, conditions or provisions of:

(A)

their respective articles of incorporation and bylaws or other comparable constating documents or the

constating documents of the Peak Gold JV (including the Peak Gold JV Agreement);

(B)

any note, bond, mortgage, indenture, loan agreement or deed of trust to which Contango, any of its material

subsidiaries or the Peak Gold JV is a party or any Contango Material Contract;

(C)

any Law applicable to Contango or any of its material subsidiaries or any of their respective properties or

assets; or

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(D)

any Permit currently in effect in respect of Contango or any of its material subsidiaries or the Peak Gold

JV; or

(ii)

give rise to any rights of first refusal or trigger any change in control provisions or any restrictions or

limitation under any note, bond, mortgage, indenture, loan agreement or deed of trust to which Contango or any of its material subsidiaries is a party or under any Contango Material Contract or under any Permit held by Contango, the Peak Gold JV or

any of its material subsidiaries, or

(iii)

result in the imposition of any Lien (other than a Permitted Lien) upon any property or assets of Contango

or any of its material subsidiaries.

(f)

Capitalization. The authorized share capital of Contango consists of 45,000,000 Contango Shares and

15,000,000 shares of preferred stock of Contango. As of the close of business on the Business Day prior to the date of this Agreement, there are issued and outstanding 14,964,048 Contango Shares (which includes 452,730 Contango Shares of unvested

restricted stock). Contango has 1,203,875 warrants convertible upon exercise into 1,203,875 Contango Shares. There are 655,738 Contango Shares issuable upon conversion of the QRC Debenture. Except as disclosed above, there are no options, warrants,

conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer

by Contango of any securities of Contango (including Contango Shares), or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of Contango

(including Contango Shares) or any of its subsidiaries. All outstanding Contango Shares have been duly authorized and validly issued, are fully paid and non-assessable, and all Contango Shares issuable upon

the exercise of the Contango warrants or vesting of Contango unvested restricted stock in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and

non-assessable. Schedule 4.1(f) to the Contango Disclosure Letter sets forth, as of the date hereof, the holders of all Contango warrants and unvested restricted stock, including the number, exercise prices,

and expiration dates of each grant to such holders, as applicable. There are no securities of Contango or of any of its subsidiaries outstanding which have the right to vote generally (or, other than the Contango warrants, unvested restricted stock

and the QRC Debenture, are convertible into, or exchangeable or exercisable for, or may vest into, securities having the right to vote generally) with the Contango Shareholders on any matter. There are no outstanding contractual or other obligations

of Contango to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any outstanding securities of its subsidiaries or the Peak Gold JV (except pursuant to the Peak Gold JV Agreement). There

are no outstanding bonds, debentures or other evidences of indebtedness of Contango or any of its subsidiaries having the right to vote with the Contango Shareholders on any matters.

(g)

Shareholder and Similar Agreements. Contango is not party to any shareholder, pooling, voting trust

or other similar agreement relating to the issued and outstanding shares in the capital of Contango.

(h)

Reporting Status and Securities Laws Matters. Contango is not a “reporting issuer” under

applicable Securities Laws. The Contango Shares are registered under Section 12(b) of the U.S. Exchange Act and Contango is in compliance in all material respects with applicable U.S. Securities Laws. No delisting, suspension of trading in or

cease trading order with respect to any securities of Contango and, to the knowledge of Contango, no inquiry or investigation (formal or informal) of Contango or the Contango Public Disclosure Record by any Securities Authority, is in effect or

ongoing or, to the knowledge of Contango, threatened or expected to be implemented or undertaken. The Contango Shares are listed and posted for trading on the NYSE American. Contango is in compliance with applicable requirements of the NYSE

American, except where non-compliance would not be reasonably expected to result in a Contango Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by this

Agreement or the completion of the Arrangement pursuant to the Plan of Arrangement.

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(i)

Ownership of Subsidiaries. Schedule 4.1(i) of the Contango Disclosure Letter includes a complete and

accurate list of all subsidiaries owned, directly or indirectly, by Contango and its ownership in the Peak Gold JV. All of the issued and outstanding shares of capital stock and other ownership interests in each of the subsidiaries of Contango and

Contango’s interest in the Peak Gold JV are duly authorized, validly issued, fully paid and non-assessable, and all such shares and other ownership interests are legally and beneficially owned, directly

or indirectly, by Contango free and clear of all Liens and there are no outstanding options, warrants, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to purchase or acquire, or securities

convertible into, or exchangeable or exercisable for, any such shares of capital stock or other ownership interests in or material assets or properties of a subsidiary (except in accordance with the Peak Gold JV Agreement). There are no contracts,

commitments, agreements, understandings, arrangements or restrictions which require any of the subsidiaries to issue, sell or deliver any shares in its share capital or other ownership interests, or any securities or obligations convertible into, or

exchangeable or exercisable for, any shares of its share capital or other ownership interests (except as set out in the Peak Gold JV Agreement). There are no outstanding options, rights, entitlements, understandings or commitments (contingent or

otherwise) providing to any third party the right to acquire any shares or other ownership interests in any of the subsidiaries or the Peak Gold JV (except as set out in the Peak Gold JV Agreement).

(j)

Regulatory Approvals. Other than the Key Regulatory Approvals, there are no approvals required from,

or notices required to be given to, any Governmental Entity which would prevent or materially delay consummation by Contango of the transactions contemplated by this Agreement and the Arrangement.

(k)

Consents. Other than the Key Third Party Consents, there are no consents or waivers required from any

party under any Contango Material Contract to which Contango or its subsidiaries are a party in order for Contango to proceed with the completion of the transactions contemplated by this Agreement or the Arrangement pursuant to the Plan of

Arrangement.

(l)

Public Filings. Contango has filed or furnished, as applicable, all documents in the Contango Public

Disclosure Record required to be filed or furnished by it in accordance with applicable U.S. Securities Laws and the requirements of the NYSE American. All such documents and information comprising the Contango Public Disclosure Record, as of their

respective dates (and the dates of any amendments thereto): (i) did not contain any misrepresentation; and (ii) complied in all material respects with the requirements of applicable U.S. Securities Laws and the applicable policies of the NYSE

American relating to continuous disclosure requirements. Contango has not filed any confidential material change report with any Securities Authorities that at the date of this Agreement, remains confidential. Since January 1, 2024, there has

been no change in a material fact or a material change (as those terms are defined under the Securities Act) in relation to Contango, except for: (A) changes in material facts or material changes that are reflected in a document included in the

Dolly Varden Public Disclosure Record and (B) this Agreement and the transactions contemplated hereby.

(m)

Contango Financial Statements.

(i)

Contango’s audited financial statements as at and for the financial years ended December 31, 2023

and December 31, 2024 (including the notes thereto and the report of the auditors thereon) and Contango’s unaudited financial statements for the interim period ended September 30, 2025 (collectively the “Contango Financial

Statements”) were prepared in accordance with U.S. GAAP consistently applied and fairly present in all material respects the consolidated financial position, results of operations and changes in financial position of Contango and its

by U.S. GAAP in respect of all material contingent liabilities, if any, of Contango and its subsidiaries on a consolidated basis. There has been no material change in Contango’s accounting policies since December 31, 2024 except as

disclosed in the Contango Public Disclosure Record or as required by U.S. GAAP.

- 48 -

(ii)

The management of Contango has established and maintained a system of disclosure controls and procedures

designed to provide reasonable assurance that information required to be disclosed by Contango in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws imposed by Governmental Entities is recorded,

processed, summarized and reported within the time periods specified in such Laws imposed by such Governmental Entities. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be

disclosed by Contango in its annual filings, interim filings or other reports filed or submitted under the applicable Laws imposed by Governmental Entities is accumulated and communicated to Contango’s management, including its chief executive

officer and chief financial officer (or persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure.

(iii)

Contango maintains internal control over financial reporting. Such internal control over financial reporting

is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes policies and procedures that:

(A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Contango and its subsidiaries; (B) provide reasonable assurance that transactions are

recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of Contango and its subsidiaries are being made only with authorizations of management and directors of Contango and

its subsidiaries, as applicable; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Contango or its subsidiaries that could have a material effect on

its financial statements.

(iv)

To the knowledge of Contango: (A) there are no material weaknesses in the design and implementation or

maintenance of its internal control over financial reporting of Contango that are reasonably likely to adversely affect the ability of Contango to record, process, summarize and report financial information; and (B) there is no fraud, whether

or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Contango.

(v)

Since December 31, 2024, neither Contango nor any of its subsidiaries nor, to Contango’s

knowledge, any Representative of Contango or any of its subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices,

procedures, methodologies or methods of Contango or any of its subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that Contango or any of its subsidiaries has engaged in

questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Contango Board.

(vi)

The accountants who reported on the Contango Financial Statements are independent with respect to Contango

within the meaning of U.S. Securities Laws.

(n)

Books and Records. The financial books, records and accounts of Contango and its subsidiaries, in all

material respects: (i) have been maintained, in the case of Contango in accordance with U.S. GAAP, and in the case of its subsidiaries in accordance with generally accepted accounting principles of their respective governing jurisdictions;

(ii) are stated in reasonable detail and accurately and fairly reflect the material transactions and dispositions of the assets of Contango and its subsidiaries; and (iii) accurately and fairly reflect the basis for the Contango Financial

Statements. The corporate records and minute books for each of Contango and its subsidiaries contain, in all material respects, complete and accurate minutes of all meetings and resolutions of the directors and shareholders of Contango and each of

its subsidiaries held or passed, as applicable, since their incorporation, merger, amalgamation or acquisition by Contango, as the case may be.

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(o)

No Undisclosed Liabilities. Other than as disclosed in the most recent Contango Financial Statements

filed, or furnished, as applicable, on EDGAR, as incurred in the ordinary course of business since the date of such financial statements, as disclosed in this Agreement, or inter-company indebtedness, liabilities and guarantees among Contango and

its subsidiaries, Contango, its subsidiaries, and to the knowledge of Contango, the Peak Gold JV, have no outstanding material indebtedness or material liabilities and are not party to or bound by any material suretyship, guarantee, indemnification

or assumption agreement, or endorsement of, or any other similar commitment with respect to the material accrued, contingent or other obligations, liabilities or indebtedness of any nature, of any person, either matured or unmatured.

(p)

No Contango Material Adverse Effect. Since December 31, 2024, there has been no Contango

Material Adverse Effect and no effect, change, development, event or occurrence that would, individually or in the aggregate, reasonably be expected to cause a Contango Material Adverse Effect.

(q)

No Dividend or Distribution. Since December 31, 2024, there has been no dividend or distribution

of any kind declared, paid or made by Contango on any Contango Shares.

(r)

Contracts. Schedule 4.1(r) of the Contango Disclosure Letter includes a complete and accurate list of

all Contango Material Contracts. Neither Contango or any of its subsidiaries is a party to any contract that is material to Contango and its subsidiaries, taken as a whole, other than the Contango Material Contracts. All Contango Material Contracts

are in full force and effect, and Contango or its subsidiaries are entitled to all rights and benefits thereunder in accordance with the terms thereof. Contango has made available to Dolly Varden for inspection true and complete copies of all

Contango Material Contracts. All of the Contango Material Contracts are valid and binding obligations of Contango enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other laws affecting the

enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction. Contango and its subsidiaries have complied in all material

respects with all terms of such Contango Material Contracts, have paid all amounts due thereunder, have not waived any rights thereunder and no material default or breach exists in respect thereof on the part of Contango or any of its subsidiaries

or, to the knowledge of Contango or any of its subsidiaries, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a material default or breach or

trigger a right of termination of any of the Contango Material Contracts. As at the date of this Agreement, neither Contango nor any of its subsidiaries has received written notice that any party to a Contango Material Contract intends to cancel,

terminate or otherwise modify or not renew such Contango Material Contract, and to the knowledge of Contango or any of its subsidiaries, no such action has been threatened. Neither Contango nor any of its subsidiaries is a party to any Contango

Material Contract that contains any non-competition obligation or otherwise restricts in any material way the business of Contango or any of its subsidiaries.

(s)

Litigation. There are no Proceedings pending or, to the knowledge of Contango, threatened affecting

Contango or any of its subsidiaries or affecting any of the Contango Concessions, property or assets at law or in equity, including matters arising under Environmental Laws. Neither Contango nor any of its subsidiaries nor their respective assets or

properties is subject to any outstanding judgement, order, writ, injunction or decree.

(t)

Taxes.

(i)

Each of Contango and its subsidiaries has duly and timely filed all material Returns required to be filed by

it with the appropriate Governmental Entity prior to the date hereof and all such material Returns are complete and correct in all material respects.

(ii)

Each of Contango and its subsidiaries has paid on a timely basis all material Taxes, including all

instalments on account of Taxes for the current year, that are due and payable by it.

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(iii)

Each of Contango and its subsidiaries has established reserves on its books and records, in the case of

Contango in accordance with U.S. GAAP, and in the case of its subsidiaries in accordance with generally accepted accounting principles of their respective governing jurisdictions, adequate for the payment of any Taxes not yet due and payable and

will continue doing so until the Effective Date.

(iv)

Neither Contango nor any of its subsidiaries is party to or bound by any tax sharing agreement, tax

entered into in the ordinary course of business, the primary purpose of which does not relate to Tax).

(v)

Neither Contango nor any of its subsidiaries will be required to include in a tax period ending after the

Effective Time any amount of net taxable income (after taking into account deductions claimed for such a period that relate to a prior period) attributable to income that accrued, or that was required to be reported for financial accounting purposes

in a prior taxable period but that was not included in taxable income for that or another prior tax period.

(vi)

Each of Contango and its subsidiaries has maintained and continues to maintain, in the place and manner

prescribed by applicable Law, all records and books of account required to be maintained under applicable Laws with respect to Taxes.

(vii)

No material deficiencies, litigation, proposed adjustments or matters in controversy exist or have been

asserted, in any case in writing, with respect to Taxes of Contango or any of its subsidiaries. Neither Contango nor any of its subsidiaries is party to any action or proceeding for assessment or collection of Taxes and no such event has been

asserted or, to the knowledge of Contango, threatened, in any case in writing, against Contango or any of its subsidiaries or any of their respective assets.

(viii)

There are no material Liens for unpaid Taxes (other than in respect of Taxes not yet due and payable or

Liens for Taxes that are being contested in good faith by appropriate proceedings pursuant to applicable Laws) upon any of the assets of Contango or any of its subsidiaries.

(ix)

None of Contango or any of its subsidiaries has requested, offered to enter into or entered into any

agreement or other arrangement, or executed any waiver, providing for any extension of time within which: (i) to file any Return covering any Taxes for which Contango or any of its subsidiaries is or may be liable (other than automatic six-month extensions for U.S. federal and applicable state income Returns); (ii) to file any elections, designations or similar filings relating to Taxes for which Contango or any of its subsidiaries is or may be

liable; (iii) Contango or any of its subsidiaries is required to pay or remit any Taxes or amounts on account of Taxes; or (iv) any Governmental Entity may assess or collect Taxes for which Contango or any of its subsidiaries is or may be

liable.

(x)

Each of Contango and its subsidiaries has duly and timely withheld all material Taxes and other amounts

employees, officers or directors and any non-resident person), and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by Law to be remitted by it.

(xi)

Each of Contango and its subsidiaries has duly and timely collected all material amounts on account of any

sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by Law to be collected by it and has duly

- 51 -

and timely remitted to the appropriate Governmental Entity any such amounts required by Law to be remitted by it.

(xii)

Each of Contango and its subsidiaries has complied in all material respects with the transfer pricing

provisions of each applicable Law relating to Taxes, including the contemporaneous documents and disclosure requirements thereunder.

(xiii)

No jurisdiction or authority in which Contango or a subsidiary, as applicable, does not file a Return has

alleged that Contango or such subsidiary, as applicable, is required to file such a Return.

(xiv)

Contango is, and has been at all times during its existence properly classified as a corporation for U.S.

federal income tax purposes.

(xv)

None of Contango or any of its subsidiaries has distributed equity securities of another person, or has had

its equity securities distributed by another person, in the two (2) years preceding the date hereof in a transaction that was purported or intended to be governed in whole or in part by Sections 355 or 361 of the Code (or any analogous

provision of state, local or non-U.S. Law).

(xvi)

None of Contango or any of its subsidiaries is or has been a party to any “listed transaction”

as defined in Section 6707A(c)(2) of the Code and United States Treasury Regulation Section 1.6011-4(b)(2).

(xvii)

None of Contango or any of its subsidiaries (i) has been a member of an affiliated group within the

meaning of Section 1504 of the Code filing a consolidated U.S. federal income tax return, or any other affiliated, consolidated, combined, unitary or similar group (other than a group the common parent of which is or was Contango or any of its

subsidiaries) for purposes of filing Returns or paying Taxes; or (ii) has any material liability for Taxes of any person (other than Contango and its subsidiaries) under United States Treasury Regulations

Section 1.1502-6 (or any analogous provision of state, local or non-U.S. Law) or other applicable Law, as a transferee or successor or otherwise;

(xviii)

None of Contango or any of its subsidiaries has taken or agreed to take any action that would prevent the

Arrangement from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code and (B) Contango is not aware of any agreement, plan or other circumstance that would prevent the Arrangement from qualifying as

a “reorganization” within the meaning of Section 368(a) of the Code.

(xix)

Contango is currently a United States real property holding corporation within the meaning of

Section 897(c)(2) of the Code.

(xx)

The Contango Shares are currently, and are reasonably expected to remain, regularly traded on an established

securities market within the meaning of Section 897(c)(3) of the Code.

(u)

Property.

(i)

All of the Contango Concessions are listed in Schedule 4.1(u)(i) of the Contango Disclosure Letter and are,

in all material respects, the only interests required to conduct Contango’s and its subsidiaries’ current activities at the Contango Projects.

(ii)

Each of the Contango Concessions and Contango Lands is in good standing in all material respects and is held

by Contango free and clear of all material Liens other than Permitted Liens or as disclosed in Schedule 4.1(u)(ii) of the Contango Disclosure Letter, and no person has any agreement or right to acquire an interest in such assets.

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(iii)

Contango has possession of, and the right to deal with, the Contango Concessions and Contango Lands.

(iv)

There are no mineral royalty obligations, metals streaming obligations or similar obligations affecting the

Contango Concessions or the Contango Lands or the production or revenues or profits therefrom and no other person has any right to acquire any interest in such obligations.

(v)

Any and all assessment work required to have been performed and filed in respect of the Contango Concessions

as of the date of this Agreement has been performed and filed in all material respects, including, if applicable, timely payment or performance of annual labor, assessment work, and maintenance fees, together with any applicable requirements to file

or record evidence of such performance or payments with applicable Governmental Entities.

(vi)

The Contango Concessions consisting of federal unpatented mining claims, State of Alaska mining claims, and

State of Alaska leasehold locations were, to Contango’s knowledge, properly laid out, staked, located, and monumented and all required location and validation work was properly and timely performed. Location notices and certificates were

properly recorded and filed with appropriate Governmental Entities.

(vii)

All material mining fees, Taxes and other payments required to have been paid by Contango or any of its

subsidiaries or, to the knowledge of Contango, the Peak Gold JV in respect of the Contango Concessions as of the date of this Agreement have been paid.

(viii)

No person other than Contango has any material interest in the Contango Concessions or the Contango Lands.

(ix)

There are no back-in rights,

earn-in rights, rights of first refusal, rights of first offer, option rights, royalty rights, rights of participation or similar provisions which would materially affect Contango’s or its

subsidiaries’ interests in the Contango Concessions.

(x)

There are no adverse claims, actions, suits or proceedings pending or, to the knowledge of Contango, that

are threatened, affecting the Contango Concessions or the Contango Lands.

(xi)

Neither Contango nor its subsidiaries have received any notice, whether written or oral from any

Governmental Entity or any person with jurisdiction or applicable authority of any revocation or intention to revoke Contango’s or its subsidiaries’ interests in the Contango Concessions.

(xii)

No material dispute exists or, to the knowledge of Contango, is pending or threatened in connection with the

ownership, access to or use of any of the Contango Projects, Contango Concessions or Contango Lands between Contango or any of its subsidiaries and: (A) any surface landowner; (B) other mining companies; (C) a concessionaire of

hydrocarbon rights; or (D) any Governmental Entity.

(xiii)

Contango has provided to Dolly Varden true, correct and complete copies of the most recent title opinions in

its possession related to the Contango Projects, and there have been no changes to the status of the title of each of the Contango Projects since the respective dates of such title opinions.

(xiv)

Contango has provided Dolly Varden with access to full and complete copies of all material production and

exploration information and data within its possession or control including all relevant material geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all of its technical

reports, feasibility studies and other similar reports and studies concerning the Contango

- 53 -

Concessions and Contango or any of its subsidiaries has the sole right, title and ownership of all such information, data, reports and studies.

(xv)

Copies of all leases pursuant to which Contango or its subsidiaries holds any portion of the Contango

Projects, Contango Concessions or Contango Lands have been provided to Dolly Varden together with any and all amendments thereto. Neither Contango nor its subsidiaries has released any of the other parties to such leases from the performance of any

of their respective obligations thereunder. To the knowledge of Contango, no event or condition has occurred which, either immediately or after notice or lapse of time or both, could give rise to the cancellation or termination of any such leases.

(v)

Operational Matters.

(i)

All rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens,

Contango Concessions and Contango Lands, have been, in all material respects:

(A)

duly paid;

(B)

duly performed; or

(C)

provided for prior to the date hereof.

(ii)

All costs, expenses and liabilities payable on or prior to the date hereof under the terms of any material

contracts and agreements to which Contango or any of its subsidiaries is directly or indirectly bound, have been properly and timely paid, in all material respects, except for such expenses that are being currently paid prior to delinquency in the

ordinary course of business;

(iii)

Any and all operations of Contango and each of its subsidiaries and, to the knowledge of Contango, any and

all operations by third parties (including the Peak Gold JV), on or in respect of the assets and properties of Contango or any of its subsidiaries, have been conducted in a good, workmanlike and efficient manner in accordance with sound mining and

other applicable mining industry standards and practices and in material compliance with applicable Laws.

(w)

Mineral Resources and Reserves. Contango is in compliance in all material respects with the

provisions of S-K 1300 and has filed all technical report summaries required thereby. The most recent estimated indicated, measured and inferred mineral resources and proven and probable mineral reserves

disclosed in the Contango Public Disclosure Record prior to the date of this Agreement, have been prepared in accordance with accepted mining, engineering, geoscience and other applicable industry standards and in all material respects in accordance

with all applicable Laws, including S-K 1300. The information provided by Contango to the Qualified Persons in connection with the preparation of the Contango Technical Reports was complete and accurate at the

time such information was furnished and complied in all material respects with the requirements of S-K 1300. There has been no material reduction in the aggregate amount of the most recently estimated mineral

resources or mineral resources of Contango from the amounts disclosed in the Contango Public Disclosure Record. All material information regarding the Contango Projects, including drill results, technical reports and studies, that are required to be

disclosed by U.S. Securities Laws, have been disclosed in the Contango Public Disclosure Record in compliance, in all material respects, with U.S. Securities Laws.

(x)

Technical Reports.

- 54 -

(i)

The S-K 1300 Technical Report Summaries titled (A) “Technical

Report Summary on the Manh Choh Project, Alaska, USA” dated May 12, 2023, (B) “Technical Report Summary on the Lucky Shot Project, Alaska, USA” dated May 26, 2023, and (C) “SEC Technical Report Summary Initial

Assessment of the Johnson Tract Polymetallic (Gold, Zinc, Copper, Silver, Lead) Project, Alaska” dated May 6, 2025, filed by Contango as part of the Contango Public Disclosure Record (the “Contango Technical Reports”)

represent the most recent technical report summary for each respective project, and at the time of filing thereof, complied in all material respects with the requirements of the SEC, were prepared in accordance with accepted mining, engineering,

geoscience and other applicable industry standards and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances

in which they were made, not misleading.

(ii)

Contango made available to the authors of the Contango Technical Reports, prior to the issuance thereof, for

the purpose of preparing such reports, all information requested by them.

(iii)

Other than mineral depletion due to production, there has been no change, to Contango’s knowledge, in

mineral resources or mineral reserves analysis from the Contango Technical Reports that constitutes a material change in relation to Contango or that otherwise would require the filing of a new technical report summary or an amendment to an existing

technical report summary.

(y)

Health and Safety.

(i)

Neither Contango nor any of its subsidiaries has received any demand or notice with respect to a material

breach of any applicable health and safety Laws, the effect of which would be reasonably expected to materially affect its operations.

(ii)

To Contango’s knowledge, there are no claims, investigations or inquiries pending against Contango or

any of its subsidiaries (or naming Contango or any of its subsidiaries as a potentially responsible party) based on material non-compliance with any applicable health and safety Laws at any of its operations.

(z)

Cultural Heritage. To Contango’s knowledge, none of the areas covered by the Contango

Concessions are considered sacred or culturally significant to any tribe or Indigenous people.

(aa)

Expropriation. No written notice or proceeding in respect of the taking, condemnation or

expropriation by any Governmental Entity of any material part of the property or assets of Contango, any of its subsidiaries or, to the knowledge of Contango, the Peak Gold JV, including the Contango Projects, Contango Concessions and Contango

Lands, has been given or commenced, nor, to the knowledge of Contango, is any such proceeding or notice threatened.

(bb)

Permits. Each of Contango and its subsidiaries, and to the knowledge of Contango, the Peak Gold JV

has obtained, and is in compliance with, all material Permits required by applicable Laws, or necessary to conduct their respective current business as is now being conducted. To the knowledge of Contango, there are no facts, events or circumstances

that would reasonably be expected to result in a revocation of, or failure to renew in the ordinary course, such material Permits as are necessary to conduct Contango’s or its subsidiaries’, or to the knowledge of Contango, the Peak Gold

JV’s current business as is now being conducted.

(cc)

Environmental Matters. Except for any matters that, individually or in the aggregate, would not have

or would not reasonably be expected to have a Contango Material Adverse Effect, each of Contango, its subsidiaries and, to the knowledge of Contango, the Peak Gold JV, and their respective businesses, operations, and properties:

- 55 -

(i)

is, and has been since January 1, 2021, in compliance in all material respects with all Environmental

Laws and all terms and conditions of all Environmental Permits;

(ii)

has not received any order, request or notice from any person alleging a material violation of any

Environmental Law;

(iii)

(A) Contango or the Peak Gold JV is not a party to any material litigation or administrative proceeding, nor

to Contango’s knowledge is any material litigation or administrative proceeding threatened against it or its property or assets, which in either case: (1) asserts or alleges that it violated any Environmental Laws; (2) asserts or

alleges that it is required to clean up, remove or take remedial or other response action due to the Release of any Hazardous Substances; or (3) asserts or alleges that it is required to pay all or a portion of the cost of any past, present or

future cleanup, removal or remedial or other response action which arises out of or is related to the Release of any Hazardous Substances; (B) has no knowledge of any conditions existing currently which could reasonably be expected to subject

it to material damages, penalties, injunctive relief or cleanup costs under any Environmental Laws or which require or are likely to require cleanup, removal, remedial action or other material response by it pursuant to applicable Environmental

Laws; and (C) is not subject to any material judgment, decree, order or citation related to or arising out of applicable Environmental Law and has not been named or listed as a potentially responsible party by any Governmental Entity in a

material matter arising under any Environmental Laws; and

(iv)

is not involved in operations and does not know of any facts, circumstances or conditions, including the

Release of any Hazardous Substance that would reasonably be expected to result in any material Environmental Liabilities.

(dd)

Employee Benefits.

(i)

Schedule 4.1(dd) of the Contango Disclosure Letter sets forth a complete and correct list of all plans,

compensation, stock option, share appreciation rights, disability, pension, supplemental pension or other retirement savings, and any other employee or independent contractor compensation or benefit plans, policies, arrangements, practices or

undertakings, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, in each case which are maintained by or binding upon Contango or any of its subsidiaries or in respect of which Contango or any of its subsidiaries

has any actual or potential liability (collectively, the “Contango Benefit Plans”).

(ii)

Current and complete copies of all written Contango Benefit Plans as amended to date, or where oral, written

summaries of the terms thereof, have been made available for inspection to Dolly Varden and its counsel, together with copies of all material documents relating to each Contango Benefit Plan.

(iii)

Each Contango Benefit Plan has, in all material respects, been established, registered, funded, administered

and invested in compliance with the terms of such Contango Benefit Plan and all applicable Laws and collective bargaining agreements relating thereto. All employer and employee payments, contributions and premiums required to be remitted, paid to or

in respect of each Contango Benefit Plan have, in all material respects, been paid or remitted in a timely fashion in accordance with its terms and all applicable Laws. There is no investigation or audit by a Governmental Entity or claim (other than

routine claims for payment of benefits) pending or, to the knowledge of Contango, threatened involving any Contango Benefit Plan or its assets. Contango does not reasonably expect to incur (whether or not assessed) any material penalty or Tax under

Section 4980B, 4980D, 4980H, 6721 or 6722 of the Code.

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(iv)

There have been no material non-exempt “prohibited

that could reasonably be expected to result in a material liability to Dolly Varden.

(v)

None of the Contango Benefit Plans is a “registered pension plan” or a “retirement

the Contango Benefit Plans is, and Contango does not have any current or contingent liability or obligation under or with respect to, any: (i) “multiemployer plan” as defined in Section 3(37) of ERISA; (ii) “multiple employer

plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code; (iii) “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA; or (iv) plan that is or was subject to Title IV

of ERISA or Section 412 of the Code. None of the Contango Benefit Plans provide health, life insurance or any other welfare benefits beyond retirement or other termination of service to any current or former employees of Contango (or any

spouses, dependents, survivors or beneficiaries of such persons), other than as required by law. None of the Contango Benefit Plans applies to, or permits participation by, employers that are not affiliates of Contango or any of its subsidiaries.

(vi)

Neither Contango nor any of its subsidiaries has made any promise or commitment to create any additional

benefit plans which would be considered to be a Contango Benefit Plan once created or to improve or change the benefits provided under any Contango Benefit Plan.

(vii)

Each Contango Benefit Plan that constitutes in any part a “nonqualified deferred compensation

respects with the operational and documentary requirements of, Section 409A of the Code and applicable regulatory guidance thereunder, and no amount under any such Contango Benefit Plan is or has been, or is reasonably expected to be, subject

to the interest and additional Tax set forth under Section 409A(a)(1)(B) of the Code. No current or former service provider of Contango is entitled to any gross-up or otherwise entitled to indemnification

or reimbursement by Contango with respect to any Taxes, including under Sections 409A or 4999 of the Code.

(viii)

No payment or benefit that could be received (whether in cash, property or the vesting of property) or may

be made by Contango with respect to any “disqualified individual” that is a U.S. person for purposes of the Code (as defined in Section 280G of the Code and the applicable regulatory guidance thereunder) could result in

or contractor of Contango or result in any acceleration of the time of payment or vesting of any compensation or benefits, in each case, under any Contango Benefit Plan or otherwise, (ii) entitle any current or former employee, director or

other individual service provider of Contango (or any dependent or beneficiary thereof) to any payment (whether in cash, property or the vesting of property) or benefit or (iii) restrict or limit the rights of Contango to administer, amend or

terminate any Contango Benefit Plan.

(ee)

Labour and Employment.

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(i)

Schedule 4.1(ee) of the Contango Disclosure Letter sets out a complete and accurate list of all employees

and contractors of Contango, as well as their title, date of hire, salary, wage rate, fee, vacation entitlement and total accrual, eligibility for overtime, bonus, and other material compensation. No employee is on leave or otherwise absent from

work. Except for those: (A) employment contracts with salaried employees of Contango or any of its subsidiaries; and (B) contracts with contractors of Contango and any of its subsidiaries identified in Schedule 4.1(ee) of the Contango

Disclosure Letter, there are no written or oral contracts of employment entered into with any such employees or contractors. No employee, contractor, officer or director of Contango or any of its subsidiaries is party to a change of control,

severance, termination, golden parachute or similar agreement or provision or would receive under such agreement or provision as a result of the Arrangement:

(A)

any payment (including severance, unemployment compensation, “golden parachute”, bonus or

otherwise) or increase any benefits otherwise payable;

(B)

any increase in the rate of, or acceleration of the time of payment or vesting of, wages, salaries,

commissions, bonuses, incentive compensation or other remuneration, severance entitlement, or benefits otherwise payable; or

(C)

an acceleration in the time of payment or vesting of any benefits or entitlements otherwise available

pursuant to any Contango Benefit Plan.

(ii)

Neither Contango nor any of its subsidiaries is subject to any collective agreement, either directly or by

operation of law, with any trade union or association which may qualify as a trade union, nor does any trade union or association which may qualify as a trade union hold bargaining rights relating to Contango or any of its subsidiaries or their

employees. There are no outstanding labour tribunal (administrative or judicial) proceedings of any kind related to any labour or employment obligation under any applicable Laws, including unfair labour practice proceedings or any proceedings which

could result in certification of a trade union as bargaining agent for any employees of Contango or any of its subsidiaries. No material claim relating to termination of employment with Contango or its subsidiaries is pending or, to the knowledge of

Contango, threatened. To the knowledge of Contango, there are no threatened or apparent union organizing activities involving employees of Contango or any of its subsidiaries nor is Contango or any of its subsidiaries currently negotiating any

collective agreement.

(iii)

No labour strike, lock-out, slowdown or work stoppage is pending

against or directly affecting Contango or any of its properties.

(iv)

All amounts due or accrued for all salary, wages, commissions, bonuses, vacation pay, other compensation and

benefits under the Contango Benefit Plans to the employees and contractors of Contango and its subsidiaries for the period up to December 31, 2024 have either been paid or are accurately reflected in Contango’s financial books and

records.

(v)

Each of Contango and its subsidiaries is in compliance with all material terms and conditions of employment

and all Laws respecting employment, including pay equity, accessibility, employment standard, wages, hours of work, overtime, occupational health and safety, workers compensation, human rights and privacy. To the knowledge of Contango, neither

Contango nor any of its subsidiaries is subject to any outstanding or pending grievance, complaint, investigation, order, claim of wrongful dismissal, constructive dismissal, unfair labour practice, human rights violation or any other similar

dispute relating to employment or termination of employment or relationships with employees, consultants or independent contractors and there is no basis for such grievance, complaint, investigation, order or claim. No event has occurred that, with

notice or lapse of time or both, would constitute a breach, violation or default of such terms and conditions of employment and Laws by Contango or any of its subsidiaries.

- 58 -

(vi)

Contango and its subsidiaries have withheld from each payment made to any of its present or former

and similar taxes and levies, and has remitted such withheld amounts within the required time to the appropriate Governmental Entity.

(vii)

All independent contractors retained or used by Contango have been properly classified and Contango has not

received any notice challenging such classification from any Governmental Entity.

(ff)

Data Privacy and Security.

(i)

Contango has administrative, technical and physical safeguards (including monitoring compliance with such

safeguards) to protect the confidentiality, privacy and security of Personal Information and the systems, technology and networks that process Personal Information (the “Contango Information Security”). Contango has provided true,

correct and complete copies of all written policies and procedures related to the Contango Information Security. Each of Contango’s employees has received appropriate training on the Contango Information Security relevant to each such

employee’s role.

(ii)

Neither Contango nor its subsidiaries has experienced: (i) any unauthorized processing of Personal

Information in the possession, custody or control of any of Contango or its subsidiaries; or (ii) any unauthorized processing by a third party of Personal Information processed for or on behalf of Contango or its subsidiaries. Contango has not

knowingly, acted in a manner, is not aware of any incident or by the exercise or reasonable diligence would not be aware of any incident that would trigger an obligation to notify any person or Governmental Entity under any applicable Laws or

Contract.

(iii)

Contango and its subsidiaries are in compliance with and has complied with, in all material respects, all

Privacy Legal Requirements.

(iv)

Contango and its subsidiaries either transmits Personal Information across jurisdictional borders in

compliance in all material respects with all Privacy Legal Requirements or processes Personal Information exclusively in the same jurisdiction as each data subject to which it relates resides.

(v)

Contango and its subsidiaries have entered into written agreements with Data Related Vendors containing

commercially reasonable provisions for data privacy and security. Contango has taken reasonable steps to select and retain only those Data Related Vendors that are capable of maintaining the confidentiality, privacy and security of the Personal

Information that they process on behalf of Contango or its subsidiaries.

(vi)

No person has commenced or threatened within the past five (5) years any action or other written

complaint, audit, proceeding, claim or investigation arising from or relating to the processing of Personal Information by, for or on behalf of Contango or its subsidiaries.

(vii)

The execution, delivery and performance of this Agreement and the consummation of the transactions

contemplated herein shall not cause, constitute or result in a breach or violation of any Privacy Legal Requirement, any policy, procedure, process, statement or notice of Contango as it currently exists or as it existed at any time during which any

Personal Information was processed by or on behalf of Contango or its subsidiaries.

(gg)

Intellectual Property.

(i)

Schedule 4.1(gg) of the Contango Disclosure Letter sets forth a true, correct, and complete list of all

Intellectual Property owned by Contango or its subsidiaries. Contango or one of

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its subsidiaries owns (free and clear of any Liens), or possesses valid rights to use, all Intellectual Property necessary to conduct the business of Contango as it is currently conducted, and to

lease, own, use and operate its properties and assets as currently leased and operated.

(ii)

To the knowledge of Contango, no third party is currently infringing or misappropriating any material

Intellectual Property owned by Contango or any of its subsidiaries. Neither Contango nor any of its subsidiaries has infringed or misappropriated any Intellectual Property of any third party or received any material written claim of infringement or

misappropriation of any Intellectual Property of any third party.

(hh)

Compliance with Laws. Contango and its subsidiaries, and to the knowledge of Contango, the Peak Gold

JV have complied in all material respects with and are not in violation in any material respect of any applicable Laws, other than non-compliance or violations which would not, individually or in the

aggregate, result in a Contango Material Adverse Effect.

(ii)

Winding Up. No order has been made, petition presented or meeting convened for the purpose of winding

up of Contango, any of its subsidiaries, or to the knowledge of Contango, the Peak Gold JV, for the appointment of any provisional liquidator or in relation to any other process whereby the business is terminated and the assets of Contango, any of

its subsidiaries or the Peak Gold JV are distributed amongst the creditors, shareholders or other contributors, and there are no proceedings under any applicable insolvency, bankruptcy, reorganisation or similar laws in any relevant jurisdiction,

and no events have occurred which, under applicable Laws, would be reasonably likely to justify any such cases or proceedings.

(jj)

Administration and Receivership. To the knowledge of Contango, no person has taken any step, legal

proceeding or other procedure with a view to the appointment of an administrator, whether out of court or otherwise, in relation to the Peak Gold JV, Contango or any of its subsidiaries, and no receiver (including any administrative receiver) has

been appointed in respect of the whole or any part of any of the property, assets or undertaking of the Peak Gold JV, Contango or any of its subsidiaries nor has any such order been made (including, in any relevant jurisdiction, any other order by

which, during the period it is in force, the affairs, business and assets of the company concerned are managed by a person appointed by any Governmental Entity).

(kk)

Voluntary Arrangement, Etc. Neither Contango nor any of its material subsidiaries nor, to the

knowledge of Contango, the Peak Gold JV has made any voluntary arrangement with any of its creditors or is insolvent or unable to pay its debts as they fall due.

(ll)

Related Party Transactions. Other than among Contango and its subsidiaries, pursuant to existing

employment agreements entered into between Contango and its subsidiaries with their respective officers and directors or existing agreements made by Contango pursuant to the Contango Omnibus Plan, there are no Contracts or other transactions

currently in place between Contango or any of its subsidiaries, on the one hand, and, on the other hand: (i)any Contango Shareholder of record or, to the knowledge of Contango, beneficial owner of 5% or more of the Contango Shares; (ii) any

officer or director of Contango or any of its subsidiaries; or (iii) to the knowledge of Contango, any affiliate or associate of any such, officer, director, or Contango Shareholder of record or beneficial owner, that exceed $120,000 and in

which any person in (i), (ii) or (iii) had or will have a direct or indirect material interest.

(mm)

Registration Rights. No Contango Shareholder has any right to compel Contango to register or

otherwise qualify the Contango Shares (or any of them) for public sale or distribution.

(nn)

Restrictions on Business Activities. There is no arbitral award, judgment, injunction, order or

decree binding upon Contango or any of its subsidiaries or, to the knowledge of Contango, the Peak Gold JV that has or could reasonably be expected to have the effect of prohibiting, restricting, or impairing in any material respect: (i) any

business practice; (ii) any acquisition or disposition of property; or (iii) the conduct of the business, as currently conducted.

- 60 -

(oo)

Shareholder Rights Plan. There is no shareholder rights plan, “poison pill”, anti-

takeover plan, or similar arrangement in effect to which Contango or any of its subsidiaries is subject, party to or otherwise bound.

(pp)

Issuance of Contango Shares. The Contango Shares to be issued as Consideration, and the Contango

Shares to be issued upon the exchange of the Exchangeable Shares, will, when issued pursuant to the Arrangement or upon exchange of the Exchangeable Shares, as applicable, be duly authorized and validly issued as fully paid and non-assessable common shares in the capital of Contango, free and clear of all Liens (other than Liens created by the holders thereof), freely tradeable under Securities Laws and shall not be subject to resale

restrictions under applicable Securities Laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102 Resale of Securities) and will be freely transferable

securities under U.S. Securities Laws (other than to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, “affiliates” of Contango, as such term is defined in Rule 144 under the U.S.

Securities Act) and listed and posted for trading on the NYSE American and are not and will not be subject to or issued in violation of, any pre-emptive rights or

back-in rights. Contango is not and has never been a shell company subject to Rule 144(i) under the U.S. Securities Act.

(qq)

Issuance of Replacement Options. The Replacement Options to be issued will, when issued, be duly and

validly created and issued. The Contango Shares underlying the Replacement Options will, upon issuance of the Replacement Options, be duly and validly authorized and reserved for issuance and, upon issuance thereof in accordance with their terms and

receipt by Contango of the exercise price therefor, such Contango Shares will be duly and validly issued as fully paid and non-assessable Contango Shares.

(rr)

Relationships with Suppliers. Neither Contango nor, to the knowledge of Contango, the Peak Gold JV

has received any written notice that any supplier whose services, if discontinued or withheld, would be reasonably expected to materially affect operations of Contango Projects, intends to cancel, terminate or otherwise modify or not renew its

relationship with Contango or its subsidiaries or the Peak Gold JV.

(ss)

Brokers. No broker, investment banker, financial advisor or other person is entitled to any

broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Contango, other than the Contango Financial Advisor,

the fees and expenses of which are as set forth in their engagement letter (true and complete copies of which have been provided to Dolly Varden).

(tt)

Insurance. Contango, its subsidiaries and, to the knowledge of Contango, the Peak Gold JV have in

place reasonable and prudent insurance policies appropriate for its size, nature and stage of operations. All such policies of insurance as are listed in Schedule 4.1(tt) of the Contango Disclosure Letter. All insurance maintained by or in respect

of Contango or any of its subsidiaries is in full force and effect and in good standing and Contango will use reasonable commercial efforts to keep them in full force and effect or renew them as appropriate through the Effective Date. Neither

Contango nor any of its subsidiaries is in default, whether as to payment of premium or otherwise, under the terms of any such insurance nor has Contango or any of its subsidiaries failed to give any notice or present any material claim under any

such insurance in a due and timely fashion or received notice or otherwise become aware of any intent of an insurer to either claim any default on the part of Contango or any of its subsidiaries or not to renew any policy of insurance on its expiry

or to increase any deductible or cost.

(uu)

Corrupt Practices Legislation.

(i)

Neither Contango nor any of its subsidiaries, nor, to the knowledge of Contango, the Peak Gold JV, or any of

their respective directors, officers, agents, employees, consultants or other persons acting on behalf of Contango or any of its subsidiaries or the Peak Gold JV has offered or given, and Contango is not aware of or does not have any knowledge of

any person that has offered or given on its behalf, anything of value to any official of a

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Governmental Entity, any political party or official thereof or any candidate for political office, any customer or member of any Governmental Entity, or any other person (including any

Indigenous or aboriginal official, candidate or community member), in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, for the

purpose of any of the following:

(A)

influencing any action or decision of such person, in such person’s official capacity, including a

decision to fail to perform such person’s official function in order to obtain or retain an advantage for Contango, any of its subsidiaries or the Peak Gold JV in the course of business;

(B)

inducing such person to use such person’s influence with any Governmental Entity to affect or

influence any act or decision of such Governmental Entity to assist Contango, any of its subsidiaries or the Peak Gold JV in obtaining or retaining business for, with, or directing business to, any person or otherwise to obtain or retain an

advantage in the course of business; or

(C)

where such payment would constitute a bribe, rebate, payoff, influence payment, kickback or illegal or

improper payment to assist Contango or the subsidiary or the Peak Gold JV in obtaining or retaining business for, with, or directing business to, any person.

(ii)

There have been no actions taken by Contango, any of its subsidiaries or, to the knowledge of Contango, the

Peak Gold JV or by any persons on behalf of Contango, any of its subsidiaries or the Peak Gold JV, that would cause Contango or its subsidiaries or such persons to be in violation of the Corruption Acts or any similar legislation in any jurisdiction

in which Contango or any of its subsidiaries conduct their business and to which Contango or any of its subsidiaries may be subject.

(iii)

The financial records of Contango, its subsidiaries, and, to the knowledge of Contango, the Peak Gold JV,

have at all times been maintained in compliance with the Corruption Acts, during such times and to the extent Contango, its subsidiaries and the Peak Gold JV were subject to any such Corruption Act.

(iv)

There are no proceedings or investigations under the Corruption Acts or any similar legislation in any

jurisdiction in which Contango, its subsidiaries and the Peak Gold JV conduct their business pending against Contango, any of its subsidiaries or, to the knowledge of Contango, the Peak Gold JV, nor any of their respective directors, officers,

agents, employees, consultants or other persons acting on behalf of Contango or any of its subsidiaries, or to the knowledge of Contango, threatened against or affecting, Contango, any of its subsidiaries, the Peak Gold JV or any of their respective

directors, officers, agents, employees, consultants or other persons acting on behalf of Contango or any of its subsidiaries.

(vv)

Anti-Money Laundering. The operations of Contango, its subsidiaries and, to the knowledge of

Contango, the Peak Gold JV are in material compliance with the financial record-keeping and reporting requirements of the anti-money laundering and anti-terrorism statutes of all applicable jurisdictions, the rules and regulations thereunder and any

related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entities to which Contango, the subsidiaries or the Peak Gold JV are subject, including the Money Laundering Laws, and no action, suit,

proceeding, investigation or notice by, before or from any Governmental Entity involving Contango, any of its subsidiaries or, to the knowledge of Contango, the Peak Gold JV, with respect to the Money Laundering Laws is pending.

- 62 -

(ww)

Indigenous Claims. There are no claims with respect to Indigenous or aboriginal rights currently, or

pending or threatened, with respect to any of the Contango Projects or in respect of any other properties in which Contango has a direct or indirect economic interest.

(xx)

NGOs and Community Groups. No material dispute (including any dispute relating to the ownership of

any Dolly Varden’s or its subsidiaries properties) between Contango, any of its subsidiaries or, to the knowledge of Contango, the Peak Gold JV, and any non-governmental organization, community,

community group, Indigenous group exists or, to the knowledge of Contango, is threatened with respect to any of Contango’s, any of its subsidiaries’ or the Peak Gold JV’s properties or operations. Contango has provided Dolly Varden

with full and complete access to all material correspondence received by Contango, its subsidiaries or their respective Representatives from any non-governmental organization, community, community group or

Indigenous group.

(yy)

Not an Investment Company. Contango is not registered or required to be registered as an

“investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended.

(zz)

Ownership of Dolly Varden Shares or other Securities. Neither Contango nor any of its affiliates own

any Dolly Varden Shares or any other securities of Dolly Varden.

(aaa)

Form Eligibility. Contango is eligible to use Form S-3 to

4.2

Survival of Representations and Warranties of Contango

The representations and warranties of Contango contained in this Agreement shall not survive the completion of the Arrangement

and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR

5.1

Representations and Warranties of the Acquiror

The Acquiror hereby represents and warrants to and in favour of Dolly Varden as follows and acknowledges that Dolly Varden is

relying upon such representations and warranties in connection with the entering into of this Agreement.

(a)

Organization and Qualification. The Acquiror is a corporation duly incorporated or an entity duly

created and validly existing under all applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary corporate power and capacity to own its property and assets as now owned and to carry on its business as it is

now being conducted. The Acquiror is duly qualified to carry on business and is in good standing.

(b)

Authority Relative to this Agreement. The Acquiror has the requisite corporate power and capacity to

enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by the Acquiror and the performance by the Acquiror of its obligations under this Agreement have been duly authorized by the Board of

the Acquiror and no other corporate proceedings on the part of the Acquiror are necessary to authorize the execution and delivery of this Agreement or the performance by the Acquiror of its obligations under this Agreement or the completion of the

Arrangement pursuant to the Plan of Arrangement. This Agreement has been duly executed and delivered by the Acquiror and constitutes a legal, valid and binding obligation of the Acquiror, enforceable against the Acquiror in accordance with its

performance, may be granted only in the discretion of a court of competent jurisdiction.

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(c)

No Violations. Subject to obtaining the Key Third Party Consents and Key Regulatory Approvals, none

of the execution and delivery of this Agreement, the completion of the Arrangement pursuant to the Plan of Arrangement, or compliance by the Acquiror with any of the provisions hereof will:

(i)

violate, conflict with, or result (with or without notice or the passage of time) in a violation or breach

cause any suspension or revocation of, or result in the creation of any Lien (other than a Permitted Lien) upon, any of the properties or assets of the Acquiror, or result in any material restriction, hindrance, impairment or limitation on the

ability of the Acquiror to conduct its business as and where it is now being conducted, or cause any payment or other obligation to be imposed on the Acquiror, under any of the terms, conditions or provisions of:

(A)

its notice of articles, articles or other comparable constating documents; or

(B)

any Law applicable to the Acquiror; or

(C)

any Permit currently in effect in respect of the Acquiror;

(ii)

give rise to any rights of first refusal or trigger any change in control provisions or any restrictions or

limitation under any note, bond, mortgage, indenture, loan agreement or deed of trust to which the Acquiror is a party, or

(iii)

result in the imposition of any Lien (other than a Permitted Lien) upon any property or assets of the

Acquiror.

(d)

Capitalization. The authorized share capital of the Acquiror consists of an unlimited number of

common shares. As of the close of business on the Business Day prior to the date of this Agreement, there is one (1) common share of the Acquiror issued and outstanding. The outstanding common share of the Acquiror has been duly authorized and

validly issued, is fully paid and non-assessable and is owned by Callco.

(e)

Newly-formed Entity. The Acquiror is a newly-formed entity, has not engaged in business operations of

any nature, has no assets or employees, and has incurred liabilities solely incident to its formation and the execution and delivery of this Agreement, which liabilities are nominal in aggregate amount. The Acquiror has no subsidiaries.

(f)

Tax Status. At the Effective Time, the Acquiror will be a “taxable Canadian corporation”

within the meaning of the Tax Act and will be classified as an “association” taxable as a corporation for U.S. federal income tax purposes.

(g)

Issuance of Exchangeable Shares. The Exchangeable Shares to be issued as Consideration will, when

issued pursuant to the Arrangement, be duly authorized and validly issued as fully paid and non-assessable shares in the capital of the Acquiror, free and clear of all Liens (other than Liens created by the

holders thereof). The term sheet summarizing the rights, privileges, restrictions and conditions attaching to the Exchangeable Shares is set forth in Schedule E hereto (the “Exchangeable Share Term Sheet”).

5.2

Survival of Representations and Warranties of the Acquiror

The representations and warranties of the Acquiror contained in this Agreement shall not survive the completion of the

Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

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ARTICLE 6

COVENANTS

6.1

Covenants of Dolly Varden Regarding the Conduct of Business

(a)

Dolly Varden covenants and agrees that, during the period from the date of this Agreement, until the earlier

of the Effective Time and the time at which this Agreement is terminated in accordance with its terms, except: (i) as expressly required by this Agreement or the Plan of Arrangement; (ii) as expressly set forth in the Dolly Varden

Disclosure Letter (which shall make reference to the applicable section, subsection, paragraph or subparagraph below in respect of which such qualification is being made); (iii) as required by applicable Law; or (iv) with the prior written

consent of Contango, such consent not to be unreasonably withheld, conditioned or delayed, Dolly Varden shall and shall cause each of its subsidiaries to:

(i)

conduct their respective businesses only in, and not take any action except in, the ordinary course of

business and in accordance with Law;

(ii)

use commercially reasonable efforts to maintain and preserve intact its business organization, goodwill,

employees, properties, business relationships and assets in all material respects, keep available the services of its officers, employees and contractors as a group and maintain satisfactory relationships with suppliers, customers, Indigenous,

Governmental Entities and others having business relationships with them;

(iii)

refrain from undertaking any development or exploration related activities unless otherwise consulted with

and agreed to in advance by Contango, such agreement not to be unreasonably withheld, delayed or conditioned;

(iv)

fully cooperate and consult through meetings with Contango, as Contango may reasonably request, to allow

Contango to monitor, and provide input with respect to the direction and control of, any activities relating to development of Dolly Varden and its subsidiaries’ projects or any exploration of any properties; and

(v)

provide Contango and its legal counsel with a reasonable opportunity to review and comment on any proposed

public disclosure of exploration results and any other scientific and technical information prior to such disclosure, and give due and reasonable consideration to any comments made by Contango and its legal counsel.

(b)

Without limiting the generality of Section 6.1(a), Dolly Varden covenants and agrees that, during the

period from the date of this Agreement, until the earlier of the Effective Time and the time at which this Agreement is terminated in accordance with its terms, except: (i) as expressly required by this Agreement or the Plan of Arrangement;

(ii) as expressly set forth in the Dolly Varden Disclosure Letter (which shall make reference to the applicable section, subsection, paragraph or subparagraph below in respect of which such qualification is being made); (iii) as required by

applicable Law; or (iv) with the prior written consent of Contango, such consent not to be unreasonably withheld, conditioned or delayed, Dolly Varden shall not and shall cause each of its subsidiaries not to:

(i)

amend or propose to amend its notice of articles, articles or other comparable organizational or constating

documents;

(ii)

split, combine or reclassify any Dolly Varden Shares or other securities of Dolly Varden or any of its

subsidiaries;

(iii)

declare, set aside or pay any dividend or other distribution or payment (whether in cash, securities or

property or any combination thereof) in respect of any shares in the capital of Dolly Varden owned by any person or the securities of any of its subsidiaries, other than

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any dividends payable by a subsidiary to Dolly Varden or any wholly-owned subsidiary of Dolly Varden;

(iv)

issue, grant, award, deliver, sell, pledge, dispose of or otherwise encumber, or agree to issue, grant,

award, deliver, sell, pledge, dispose of or otherwise encumber any Dolly Varden Shares or other equity or voting interests or any options or any options, warrants, calls, appreciation rights, convertible securities or similar rights convertible into

or exchangeable or exercisable for, or otherwise evidencing a right to acquire, Dolly Varden Shares or other equity or voting interests or other securities of Dolly Varden or any of its subsidiaries (including, for certainty, any Dolly Varden

Options or Dolly Varden RSUs), other than pursuant to the valid exercise or vesting of Dolly Varden Options and Dolly Varden RSUs outstanding on the date of this Agreement in accordance with their terms;

(v)

redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, any Dolly Varden

Shares or other securities of Dolly Varden or any of its subsidiaries;

(vi)

amend the terms of any of the Dolly Varden Shares or other securities of Dolly Varden or any of its

subsidiaries, other than to: (i) accelerate the vesting of any unvested Dolly Varden Options; (ii) accelerate the vesting or waive vesting criteria for any unvested Dolly Varden RSUs; or (iii) accelerate the expiry date of any Dolly

Varden Options, in accordance with this Agreement and the terms of the Dolly Varden Equity Incentive Plans, as applicable;

(vii)

reduce the stated capital of any Dolly Varden Shares or other securities of Dolly Varden or any of its

subsidiaries;

(viii)

incorporate, acquire or create any new subsidiary;

(ix)

adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of Dolly

Varden or any of its subsidiaries;

(x)

make any changes in its accounting methods, principles, policies or practices or adopt new accounting

methods, principles, policies or practices, in each case except as required by applicable Laws or IFRS;

(xi)

sell, pledge, hypothecate, lease, license, sell and lease back, mortgage, dispose of or encumber or

otherwise transfer, any assets, securities, properties, interests or businesses of Dolly Varden or any of its subsidiaries;

(xii)

reorganize, amalgamate or merge Dolly Varden or, to the extent prejudicial to the Arrangement or to

Contango, any subsidiary of Dolly Varden;

(xiii)

acquire (by merger, amalgamation, consolidation, acquisition of shares or assets or otherwise) or agree (in

one transaction or in a series of related transactions) to acquire, directly or indirectly, any securities, interests or business of any person, or make any investment or agree to make an investment, directly or indirectly (in one transaction or in

a series of related transactions), either by the purchase of securities of, or contributions of capital to, any other person (other than wholly-owned subsidiaries as of the date of this Agreement), for an amount greater than $100,000;

(xiv)

acquire or agree to acquire, directly or indirectly, any assets or properties of any person for an amount

greater than $100,000, other than in the ordinary course of business as currently conducted as of the date of this Agreement;

(xv)

other than intercompany loans and advances in the ordinary course of business, incur, create, assume or

otherwise become liable for, any indebtedness for borrowed money or any other liability or obligation or issue any debt securities or assume, guarantee, endorse

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or otherwise become responsible for the obligations of any other person or make any loans, capital contributions, investments or advances;

(xvi)

except as disclosed in Schedule 6.1(b)(xvi) of the Dolly Varden Disclosure Letter, make any bonus or profit

sharing distribution or similar payment of any kind;

(xvii)

except as required by this Agreement, applicable Law or as allowed under the terms of the Dolly Varden

Equity Incentive Plans or Dolly Varden Benefit Plans: (A) grant, accelerate, or increase any severance, change of control or termination pay to (or amend any existing arrangement relating to the foregoing with) any director, officer, employee

or individual contractor or consultant of Dolly Varden or any of its subsidiaries; (B) grant, accelerate, or increase any payment, award (equity or otherwise), indemnification or other benefits payable to, or for the benefit of, any director,

officer, employee or individual contractor or consultant of Dolly Varden or any of its subsidiaries; (C) increase the coverage, contributions, funding requirements or benefits available under the Dolly Varden Equity Incentive Plans or Dolly

Varden Benefit Plans or create any new benefit; (D) increase compensation (in any form), bonus levels or other benefits payable to any director, officer, employee or individual contractor or consultant of Dolly Varden or any of its subsidiaries

or grant any general increase in the rate of wages, salaries, bonuses or other remuneration, including under any Dolly Varden Benefit Plan, except in the ordinary course of business; (E) make any material determinations under any Dolly Varden

Benefit Plan that is not in the ordinary course of business, other than determinations in furtherance of acceleration, vesting or similar determinations in connection with the transactions described in this Agreement; or (F) take or propose to

take any action to effect any of the foregoing; provided that nothing in this Agreement shall be deemed to: (x) guarantee employment for any period of time for, or preclude the ability of Contango to terminate the employment or

engagement of, any director, officer, employee or individual contractor or consultant of Dolly Varden or any of its subsidiaries after the Effective Time; (y) require Contango to continue any benefit plan or to prevent the amendment,

modification or termination of any benefit plan after the Effective Date or prohibit Contango from amending, modifying or terminating any benefit plan or arrangement covering any continuing director, officer, employee or individual contractor or

consultant on or after the Effective Date; or (z) constitute an amendment to any benefit plan;

(xviii)

negotiate, enter into, extend, amend or terminate any employment, severance, consulting, termination or

other similar agreement with any of its officers, directors, employees, agents or individual contractors or consultants, any collective bargaining agreement or any Dolly Varden Benefit Plan, in each case, other than: (A) in connection with

terminating officers, directors, employees, agents or individual contractors or consultants for cause; or (B) amendments required by Law;

(xix)

make or forgive any loans or advances to any of its officers, directors, employees, agents or individual

contractors or consultants;

(xx)

hire any person earning an annualized base salary or wage greater than $150,000 (or its equivalent) or

terminate, except for cause, the employment of any person earning an annualized base salary or wage greater than $150,000 (or its equivalent);

(xxi)

settle, pay, discharge, satisfy, compromise, waive, assign or release: (A) any material action, claim,

liability or proceeding; (B) any claims, liabilities or obligations in an amount in excess of $20,000 (whether individually or in the aggregate), except claims, liabilities or obligations reflected or reserved against in the Dolly Varden

Financial Statements; or (C) any material rights, claims or benefits of Dolly Varden or any of its subsidiaries;

(xxii)

enter into or extend any agreement or arrangement that provides for: (A) any limitation or restriction

on the ability of Dolly Varden or any of its subsidiaries or, following the Effective Time, the ability of any of Dolly Varden’s affiliates, to engage in any type of

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activity or business, (B) any limitation or restriction on the manner in which, or the localities in which, all or any portion of the business of Dolly Varden or any of its subsidiaries or,

following the Effective Time, all or any portion of the business of any of Dolly Varden’s affiliates, is or would be conducted, or (C) any limitation or restriction on the ability of Dolly Varden or any of its subsidiaries or, following

the Effective Time, the ability of any of Dolly Varden’s affiliates, to solicit suppliers, customers, employees, contractors or consultants;

(xxiii)

waive, release or condition any material non-compete, non-solicitation, non-disclosure, confidentiality or other restrictive covenant owed to Dolly Varden;

(xxiv)

negotiate, enter into, extend, amend or terminate, any agreement that has the effect of creating a joint

venture, partnership, strategic alliance or similar relationship between Dolly Varden or any of its subsidiaries and another person, except in the ordinary course of business;

(xxv)

negotiate, enter into, extend, amend or terminate any agreement, commitment or understanding with any

Indigenous or aboriginal peoples or groups;

(xxvi)

other than as is necessary to comply with applicable Laws, any written employment contract in effect on the

date of this Agreement, the Dolly Varden Equity Incentive Plans (including, for certainty, in connection with the valid exercise or vesting of Dolly Varden Options or Dolly Varden RSUs, or the acceleration or waiver of the vesting schedules thereof)

or Dolly Varden Benefit Plans, engage in any transaction with any related parties;

(xxvii)

(A) enter into any agreement that if entered into prior to the date of this Agreement, would be a Dolly

Varden Material Contract; (B) modify, amend in any material respect, transfer or terminate any Dolly Varden Material Contract, or waive, release or assign any material rights or claims thereto or thereunder; or (C) fail to enforce any

breach or threatened breach of any Dolly Varden Material Contract;

(xxviii)

initiate any material discussion, negotiations or filings with any Governmental Entity regarding any matter

(including with respect to the Arrangement or the transactions contemplated by this Agreement);

(xxix)

incur, or commit to, material capital expenditures unless such material capital expenditures have been

approved prior to the date hereof by the Dolly Varden Board in the ordinary course of business;

(xxx)

enter into, extend, amend or terminate any material interest rate, currency, equity or commodity swaps,

hedges, derivatives, forward sales contracts or other similar financial instruments, other than in the ordinary course of business;

(xxxi)

(A) take any action inconsistent with past practice relating to the filing of any Return or the withholding,

collecting, remitting and payment of any Tax; (B) amend any Return or change any of its methods of reporting income, deductions or accounting for income Tax purposes from those employed in the preparation of any Return, except as may be

required pursuant to applicable Law; (C) make or revoke any material election relating to Taxes, other than any election that has yet to be made in respect of any event or circumstance occurring prior to the date of the Agreement;

(D) enter into any Tax sharing, Tax allocation, Tax related waiver or Tax indemnification agreement; (E) settle (or offer to settle) any Tax claim, audit, proceeding or reassessment; (F) make a request for a Tax ruling to any

Governmental Entity; (G) agree to any extension or waiver of the limitation period relating to any material Tax claim or assessment or reassessment; or (H) take any action, or fail to take any action, in either case that would reasonably

be expected to prevent the Arrangement from qualifying for the Intended U.S. Tax Treatment;

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(xxxii)

(A) take any action or fail to take any action which action or failure to act would, or would reasonably be

expected to, result in the loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entities to institute proceedings for the suspension, revocation or limitation of material

rights under, any Permits necessary to conduct its businesses as now conducted; (B) or fail to prosecute in a commercially reasonable manner any pending applications to any Governmental Entities for material Permits;

(xxxiii)

take any action or fail to take any action that is intended to, or would reasonably be expected to,

individually or in the aggregate, prevent, materially delay or materially impede the ability of Dolly Varden to consummate the Arrangement or the other transactions contemplated by this Agreement; or

(xxxiv)

authorize, agree, resolve or commit to do any of the foregoing.

For greater certainty, nothing in this Section 6.1 shall give Contango or the Acquiror, directly or indirectly, any right to control or

direct the operations of Dolly Varden or any of its subsidiaries.

6.2

Additional Covenants of Dolly Varden

(a)

Dolly Varden shall cause the current insurance (or re-insurance)

policies maintained by or for the benefit of Dolly Varden or any of its subsidiaries, including directors’ and officers’ insurance, not to be cancelled or terminated or any of the coverage thereunder to lapse prior to the Effective Time,

unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductions and

providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; provided that, subject to Section 8.5(a), none of Dolly Varden

or any of its subsidiaries shall obtain or renew any insurance (or re-insurance) policy for a term exceeding 12 months. Dolly Varden shall consult with Contango on any renewals of insurance (or re-insurance) policies.

(b)

Dolly Varden shall provide Contango with prompt written notice of any change, effect, event or occurrence

that, individually or in the aggregate, has resulted in, or would reasonably be expected to result in, a Dolly Varden Material Adverse Effect.

(c)

Dolly Varden shall promptly notify Contango of: (i) any communications (whether oral or written) from a

Governmental Entity, including a copy of any written communication, and (ii) any opposition, concerns or threats raised or brought by non-governmental organizations, communities, community groups,

Indigenous or aboriginal peoples or groups in respect of Dolly Varden’s or any of its subsidiaries’ current or planned operations that could reasonably be expected to impact such operations or title to any of the Dolly Varden

Concessions.

(d)

The Parties acknowledge and agree that all Dolly Varden Options that are not converted or exercised, whether

conditionally or otherwise, prior to the Effective Time shall be treated in accordance with their terms, and Dolly Varden shall take all such reasonable steps as may be necessary or desirable to give effect to the foregoing.

(e)

Dolly Varden shall prepare, or shall cause to be prepared, and shall file prior to the Effective Date all

sales and use Returns of Dolly Varden and its subsidiaries that are required by Law to be filed on or before the Effective Date or that have not been timely filed when due, and shall remit all sales and use Taxes that are required to be paid in

respect of such Returns.

(f)

Dolly Varden shall keep Contango reasonably informed, on a current basis, of any events, discussions,

notices or changes with respect to any Tax investigation (other than ordinary course communications which could not reasonably be expected to be material to Dolly Varden or any of its subsidiaries).

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For greater certainty, nothing in this Section 6.2 shall give Contango, directly or

indirectly, any right to control or direct the operations of Dolly Varden or any of its subsidiaries.

6.3

Covenants of Contango Regarding the Conduct of Business

(a)

Contango covenants and agrees that, during the period from the date of this Agreement, until the earlier of

the Effective Time and the time at which this Agreement is terminated in accordance with its terms, except: (i) as expressly required by this Agreement or the Plan of Arrangement; (ii) as expressly set forth in the Contango Disclosure

Letter (which shall make reference to the applicable section, subsection, paragraph or subparagraph below in respect of which such qualification is being made); (iii) as required by applicable Law; or (iv) with the prior written consent of

Dolly Varden, such consent not to be unreasonably withheld, conditioned or delayed, Contango shall and shall cause each of its subsidiaries to:

(i)

conduct their respective businesses only in, and not take any action except in, the ordinary course of

business and in accordance with Law;

(ii)

use commercially reasonable efforts to maintain and preserve intact its business organization, goodwill,

Governmental Entities and others having business relationships with them;

(iii)

except as set forth in the Contango Disclosure Letter, refrain from undertaking any development or

exploration related activities unless otherwise consulted with and agreed to in advance by Dolly Varden, such agreement not to be unreasonably withheld, delayed or conditioned;

(iv)

except as set forth in the Contango Disclosure Letter, fully cooperate and consult through meetings with

Dolly Varden, as Dolly Varden may reasonably request, to allow Dolly Varden to monitor, and provide input with respect to the direction and control of, any activities relating to development of Contango and its subsidiaries’ projects or any

exploration of any properties; and

(v)

provide Dolly Varden and its legal counsel with a reasonable opportunity to review and comment on any

proposed public disclosure of exploration results and any other scientific and technical information prior to such disclosure, and give due and reasonable consideration to any comments made by Dolly Varden and its legal counsel.

(b)

Without limiting the generality of Section 6.3(a), Contango covenants and agrees that, during the

(ii) as expressly set forth in the Contango Disclosure Letter (which shall make reference to the applicable section, subsection, paragraph or subparagraph below in respect of which such qualification is being made); (iii) as required by

applicable Law; or (iv) with the prior written consent of Dolly Varden, such consent not to be unreasonably withheld, conditioned or delayed, Contango shall not and shall cause each of its subsidiaries not to:

(i)

other than an amendment to its charter to increase the authorized number of Contango Shares (which, for the

avoidance of doubt, will not adversely affect the value of the Consideration), amend or propose to amend its certificate of incorporation, bylaws or other comparable organizational or constating documents in any manner that would adversely affect

the value of the Consideration;

(ii)

split, combine, or reclassify Contango Shares or other securities of Contango or any of its subsidiaries;

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(iii)

declare, set aside or pay any dividend or other distribution or payment (whether in cash, securities or

property or any combination thereof) in respect of any shares in the capital of Contango owned by any person or the securities of any of its subsidiaries, other than any dividends payable by a subsidiary to Contango or any wholly-owned subsidiary of

Contango;

(iv)

issue, grant, award, deliver, sell, pledge, dispose of or otherwise encumber, or agree to issue, grant,

award, deliver, sell, pledge, dispose of or otherwise encumber any Contango Shares or other equity or voting interests or any options or any options, warrants, calls, appreciation rights, convertible securities or similar rights convertible into or

exchangeable or exercisable for, or otherwise evidencing a right to acquire, Contango Shares or other equity or voting interests or other securities of Contango, any of its subsidiaries or the Peak Gold JV, other than pursuant to existing Contracts

or the valid exercise of convertible securities of Contango or vesting of any convertible securities of Contango outstanding on the date of this Agreement in accordance with their terms;

(v)

redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, any Contango

Shares or other securities of Contango or any of its subsidiaries;

(vi)

amend the terms of any of the Contango Shares or other securities of Contango or any of its subsidiaries;

(vii)

reduce the stated capital of any Contango Shares or other securities of Contango or any of its subsidiaries;

(viii)

incorporate, acquire or create any new subsidiary;

(ix)

make any changes in its accounting methods, principles, policies or practices or adopt new accounting

methods, principles, policies or practices, in each case except as required by applicable Laws or U.S. GAAP;

(x)

adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of Contango or any

of its subsidiaries;

(xi)

sell, pledge, hypothecate, lease, license, sell and lease back, mortgage, dispose of or encumber or

otherwise transfer, any assets, securities, properties, interests or businesses of Contango or any of its subsidiaries;

(xii)

reorganize, amalgamate or merge Contango, or, to the extent prejudicial to the Arrangement or to Dolly

Varden, any subsidiary of Contango;

(xiii)

acquire (by merger, amalgamation, consolidation, acquisition of shares or assets or otherwise) or agree (in

(xiv)

acquire or agree to acquire, directly or indirectly, any assets or properties of any person for an amount

greater than $100,000, other than in the ordinary course of business as currently conducted as of the date of this Agreement;

(xv)

other than intercompany loans and advances in the ordinary course of business, incur, create, assume or

otherwise become liable for, any indebtedness for borrowed money or any other liability or obligation or issue any debt securities or assume, guarantee, endorse

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or otherwise become responsible for the obligations of any other person or make any loans, capital contributions, investments or advances;

(xvi)

make any bonus or profit sharing distribution or similar payment of any kind;

(xvii)

except as required by this Agreement, applicable Law or as allowed under the terms of the Contango Omnibus

Plan or Contango Benefit Plans: (A) grant, accelerate, or increase any severance, change of control or termination pay to (or amend any existing arrangement relating to the foregoing with) any director, officer, employee or individual

contractor or consultant of Contango or any of its subsidiaries; (B) grant, accelerate, or increase any payment, award (equity or otherwise), indemnification or other benefits payable to, or for the benefit of, any director, officer, employee

or individual contractor or consultant of Contango or any of its subsidiaries; (C) increase the coverage, contributions, funding requirements or benefits available under the Contango Omnibus Plan or Contango Benefit Plans or create any new

benefit; (D) increase compensation (in any form), bonus levels or other benefits payable to any director, officer, employee or individual contractor or consultant of Contango or any of its subsidiaries or grant any general increase in the rate

of wages, salaries, bonuses or other remuneration, including under any Contango Benefit Plan, except in the ordinary course of business; (E) make any material determinations under any Contango Benefit Plan that is not in the ordinary course of

business, other than determinations in furtherance of acceleration, vesting or similar determinations in connection with the transactions described in this Agreement; or (F) take or propose to take any action to effect any of the foregoing.

(xviii)

negotiate, enter into, extend, amend or terminate any employment, severance, consulting, termination or

other similar agreement with any of its officers, directors, employees, agents or individual contractors or consultants, any collective bargaining agreement or any Contango Benefit Plan, in each case, other than: (A) in connection with

terminating officers, directors, employees, agents or individual contractors or consultants for cause; or (B) amendments required by Law;

(xix)

make or forgive any loans or advances to any of its officers, directors, employees, agents or individual

contractors or consultants;

(xx)

hire any person earning an annualized base salary or wage greater than US$150,000 (or its equivalent) or

terminate, except for cause, the employment of any person earning an annualized base salary or wage greater than US$150,000 (or its equivalent);

(xxi)

settle, pay, discharge, satisfy, compromise, waive, assign or release: (A) any material action, claim,

Statements; or (C) any material rights, claims or benefits of Contango or any of its subsidiaries;

(xxii)

enter into or extend any agreement or arrangement that provides for: (A) any limitation or restriction

on the ability of Contango or any of its subsidiaries or, following the Effective Time, the ability of any of Contango’s affiliates, to engage in any type of activity or business, (B) any limitation or restriction on the manner in which,

or the localities in which, all or any portion of the business of Contango or any of its subsidiaries or, following the Effective Time, all or any portion of the business of any of Contango’s affiliates, is or would be conducted, or

(C) any limitation or restriction on the ability of Contango or any of its subsidiaries or, following the Effective Time, the ability of any of Contango’s affiliates, to solicit suppliers, customers, employees, contractors or consultants;

(xxiii)

waive, release or condition any material non-compete, non-solicitation, non-disclosure, confidentiality or other restrictive covenant owed to Contango;

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(xxiv)

negotiate, enter into, extend, amend or terminate, any agreement that has the effect of creating a joint

venture, partnership, strategic alliance or similar relationship between Contango or any of its subsidiaries and another person, except in the ordinary course of business;

(xxv)

negotiate, enter into, extend, amend or terminate any agreement, commitment or understanding with any

Indigenous or aboriginal peoples or groups;

(xxvi)

other than as is necessary to comply with applicable Laws, any written employment contract in effect on the

date of this Agreement, the Contango Omnibus Plan or Contango Benefit Plans, engage in any transaction with any related parties;

(xxvii)

(A) enter into any agreement that if entered into prior to the date of this Agreement, would be a Contango

Material Contract; (B) modify, amend in any material respect, transfer or terminate any Contango Material Contract, or waive, release or assign any material rights or claims thereto or thereunder; or (C) fail to enforce any breach or

threatened breach of any Contango Material Contract;

(xxviii)

initiate any material discussion, negotiations or filings with any Governmental Entity regarding any matter

(including with respect to the Arrangement or the transactions contemplated by this Agreement);

(xxix)

incur, or commit to, material capital expenditures unless such material capital expenditures have been

approved prior to the date hereof by the Contango Board in the ordinary course of business;

(xxx)

enter into, extend, amend or terminate any material interest rate, currency, equity or commodity swaps,

hedges, derivatives, forward sales contracts or other similar financial instruments, other than in the ordinary course of business;

(xxxi)

(A) take any action inconsistent with past practice relating to the filing of any Return or the withholding,

collecting, remitting and payment of any Tax; (B) amend any Return that has been filed on or before the Effective Date, or change any of its methods of reporting income, deductions or accounting for income Tax purposes from those employed in

the preparation of any Return, except as may be required pursuant to applicable Law; (C) make, change or revoke any material election relating to Taxes, other than any election that has yet to be made in respect of any event or circumstance

occurring prior to the date of the Agreement and which will be made in a manner consistent with the past practices of Contango and its subsidiaries, as applicable; (D) enter into any Tax sharing, Tax allocation, Tax related waiver or Tax

indemnification agreement; (E) settle (or offer to settle) or compromise any Tax claim, audit, proceeding, reassessment or other Tax liability or surrender any right to claim a material Tax refund; (F) make a request for a Tax ruling to

any Governmental Entity; (G) agree to any extension or waiver of the limitation period relating to any material Tax claim or assessment or reassessment; or (H) take any action, or fail to take any action, in either case that would

reasonably be expected to prevent the Arrangement from qualifying for the Intended U.S. Tax Treatment;

(xxxii)

take any action or fail to take any action which action or failure to act would, or would reasonably be

(xxxiii)

take any action or fail to take any action that is intended to, or would reasonably be expected to,

individually or in the aggregate, prevent, materially delay or materially impede

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the ability of Contango or the Acquiror to consummate the Arrangement or the other transactions contemplated by this Agreement; or

(xxxiv)

authorize, agree or resolve to do any of the foregoing.

(c)

Contango shall provide Dolly Varden with prompt written notice of any change, effect, event or occurrence

that, individually or in the aggregate, has resulted in, or would reasonably be expected to result in, a Contango Material Adverse Effect.

(d)

Contango shall promptly notify Dolly Varden of: (i) any communications (whether oral or written) from a

Governmental Entity, including a copy of any written communication, and (ii) any opposition, concerns or threats raised or brought by non-governmental organizations, communities, community groups,

Indigenous or aboriginal peoples or groups in respect of Contango’s, any of its subsidiaries’ or the Peak Gold JV’s current or planned operations that could reasonably be expected to impact such operations or title to any of the

Contango Projects or Contango Concessions.

(e)

Contango shall prepare, or shall cause to be prepared, and shall file prior to the Effective Date all sales

and use Returns of Contango and its subsidiaries that are required by Law to be filed on or before the Effective Date or that have not been timely filed when due, and shall remit all sales and use Taxes that are required to be paid in respect of

such Returns.

(f)

Contango shall keep Dolly Varden reasonably informed, on a current basis, of any events, discussions,

notices or changes with respect to any Tax investigation (other than ordinary course communications which could not reasonably be expected to be material to Dolly Varden or any of its subsidiaries).

(g)

Contango shall ensure that, with effect as and from the Effective Time:

(i)

the Contango Board will consist of seven directors, which will include three directors nominated by Dolly

Varden; and

(ii)

the officers of Contango will include Rick Van Nieuwenhuyse as Chief Executive Officer, Shawn Khunkhun as

President, and Michael Clark as Executive Vice President and Chief Financial Officer.

For greater

certainty, nothing in this Section 6.3(g) shall give Dolly Varden, directly or indirectly, any right to control or direct the operations of Contango or any of its subsidiaries.

6.4

Covenants of Contango Relating to the Exchangeable Shares, Contango Shares and Replacement Options

Contango shall and, where appropriate, shall cause the Acquiror and Callco to:

(a)

cause the Acquiror to create the Exchangeable Shares and the Special Voting Share prior to the Effective

Time in a manner reasonably acceptable to Dolly Varden and consistent with the Exchangeable Share Term Sheet;

(b)

at or prior to the Effective Time, execute and deliver such agreements and take such other actions as are

necessary to cause the rights, privileges, restrictions and conditions attaching to the Exchangeable Shares to be as set forth in the Exchangeable Share Term Sheet;

(c)

prior to the Effective Time, to execute and deliver, in escrow (to be released at the time specified in the

Plan of Arrangement), the Exchangeable Share Support Agreement and the Voting and Exchange Trust Agreement;

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(d)

apply for and use commercially reasonable efforts to obtain conditional approval of the listing on the NYSE

American by the Effective Time of the Contango Shares issuable pursuant to the Arrangement;

(e)

apply for and use commercially reasonable efforts to obtain conditional approval of the listing on the NYSE

American of the Contango Shares issuable pursuant to the exchange or exercise of the Exchangeable Shares;

(f)

(i) use reasonable best efforts to (A) file a registration statement on Form S-3 or another applicable form with the SEC to register the Contango Shares issuable upon exchange of the Exchangeable Shares under the U.S. Securities Act on or as promptly as practicable after the Effective Date,

and (B) cause such registration statement to become effective as promptly as practicable after such filing and (ii) use reasonable best efforts to maintain the effectiveness of such registration statement (or any appropriate replacement

registration statement) for as long as any Exchangeable Shares remain outstanding;

(g)

(i) use reasonable best efforts to file a registration statement on Form

S-8 or another applicable form with the SEC to register the Contango Shares issuable upon exercise of the Replacement Options under the U.S. Securities Act as promptly as practicable after the Effective Date,

and (ii) use reasonable best efforts to maintain the effectiveness of such registration statement (or any appropriate replacement registration statement) for as long as any Replacement Options remain outstanding;

(h)

for so long as any Replacement Options remain outstanding, on the due and valid exercise of the Replacement

Options, including payment in full of the exercise price therefor, issue Contango Shares to holders of the Replacement Options, such Contango Shares to be validly issued as fully paid and non-assessable;

(i)

ensure that the Acquiror will be a “taxable Canadian corporation” within the meaning of the Tax

Act and that Callco will be treated as an entity whose separate existing from Contango is disregarded for U.S. federal income tax purposes;

(j)

ensure that the Exchangeable Shares and other shares issued by the Acquiror or Callco in connection with the

Arrangement will be duly and validly issued by the Acquiror and Callco, as applicable, and fully paid and nonassessable, not subject to or issued in violation of any pre-emptive rights and free and clear any

Liens;

(k)

not take any action which would reasonably be expected to prevent the exchange of Dolly Varden Shares for

consideration that includes Exchangeable Shares under the Arrangement to fail to be treated as an exchange for Contango Shares for U.S. federal income tax purposes; and

(l)

not take any action which would reasonably be expected to prevent the exchange of Dolly Varden Shares for

consideration that includes Exchangeable Shares under the Arrangement by Eligible Holders who make and file a valid tax election under subsection 85(1) or (2) of the Tax Act as described, and on the terms set forth, in the Plan of Arrangement

from being treated as a tax-deferred transaction for purposes of the Tax Act if such holders are otherwise eligible for such treatment.

6.5

Mutual Covenants of the Parties Relating to the Arrangement

Subject to Section 6.6, which shall govern in relation to Regulatory Approvals, each of the Parties covenants and agrees

that, subject to the terms and conditions of this Agreement, during the period from the date of this Agreement, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:

(a)

it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the

satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 7 to the extent the same is within its control and to take, or cause to be taken, all other action and to do,

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or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the Arrangement, including using its commercially reasonable efforts to promptly:

(i) obtain all Key Third Party Consents and Key Regulatory Approvals; (ii) obtain all other necessary waivers, consents and approvals required to be obtained by it or any of its subsidiaries from parties to the Dolly Varden Material

Contracts; (iii) obtain all necessary any material Permits (including Regulatory Approvals) required to be obtained by it or any of its subsidiaries under applicable Laws; (iv) fulfill all conditions and satisfy all provisions of this

Agreement and the Arrangement required to be satisfied by it; (v) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection

with the Plan of Arrangement; (vi) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of

Arrangement; and (vii) co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder;

(b)

it shall not take any action, shall refrain from taking any action, and shall not permit any action to be

taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to materially impede or materially delay the consummation of Arrangement or the other transactions contemplated by this Agreement or the Arrangement;

(c)

it shall use commercially reasonable efforts to: (i) defend all lawsuits or other legal, regulatory or

other proceedings against itself or any of its subsidiaries challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; (ii) appeal, overturn or have lifted or rescinded any injunction or restraining

order or other order, including Orders, relating to itself or any of its subsidiaries which may materially adversely affect the ability of the Parties to consummate the Arrangement; and (iii) appeal or overturn or otherwise have lifted or

rendered non-applicable in respect of the Arrangement, any Law that makes consummation of the Arrangement illegal or otherwise prohibits or enjoins Dolly Varden or Contango from consummating the Arrangement;

(d)

it shall carry out the terms of the Interim Order and Final Order applicable to it and use commercially

reasonable efforts to comply promptly with all requirements which applicable Laws may impose on it or its subsidiaries or affiliates with respect to the transactions contemplated hereby; and

(e)

promptly notify the other Parties of:

(i)

any communication from any person alleging that the consent of such person (or another person) is or may be

required in connection with the Arrangement (and the response thereto from such Party, its subsidiaries or its Representatives);

(ii)

any material communication from any Governmental Entity in connection with the Arrangement (and the response

thereto from such Party, its subsidiaries or its Representatives); and

(iii)

any litigation threatened or commenced against or otherwise affecting such Party or any of its subsidiaries

that is related to the Arrangement.

6.6

Pre-Acquisition Reorganization

(a)

Subject to Section 6.6(b), each of Dolly Varden and Contango agrees that, upon request of Contango or

Dolly Varden (as applicable, the “Requesting Party”), Dolly Varden or Contango (as applicable, the “Reorganizing Party”) shall, and shall cause each of its subsidiaries to (i) perform such reorganizations

of its corporate structure, capital structure, business, operations and assets or such other transactions as the Requesting Party may request, acting reasonably (each a “Pre-Acquisition

Reorganization”), (ii) cooperate with the Requesting Party and its Representatives to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they

would most effectively be undertaken; and (iii) cooperate with the Requesting Party and its Representatives to seek to obtain any consents, approvals, waivers or similar authorizations which

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are reasonably required by the Requesting Party (based on the terms of any Contract) in connection with the Pre-Acquisition Reorganization, if any.

(b)

The Reorganizing Party will not be obligated to participate in any

Pre-Acquisition Reorganization under Section 6.6(a) unless such Pre-Acquisition Reorganization:

(i)

is capable of being completed prior to the Effective Date, and if necessary to avoid any adverse consequence

to the Reorganizing Party, can be unwound in the event the Arrangement is not consummated without adversely affecting the Reorganizing Party or any of its securityholders in any material manner;

(ii)

shall not require the Reorganizing Party or any of its subsidiaries to contravene or unreasonably interfere

with any applicable Laws, Key Regulatory Approvals, its organizational documents or any Dolly Varden Material Contract or Contango Material Contract, as applicable;

(iii)

will not result in any Taxes being imposed on, or any adverse Tax or other consequences to, any Reorganizing

Party or any securityholder of the Reorganizing Party incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any

Pre-Acquisition Reorganization;

(iv)

is not, in the opinion of the Reorganizing Party and its legal counsel, prejudicial to the Reorganizing

Party, or any of its subsidiaries or its securityholders in any material respect and does not require the approval by any securityholder of the Reorganizing Party or any third party (including any Key Regulatory Approvals);

(v)

does not, in the opinion of the Reorganizing Party, reduce or change the Consideration or impair or prevent

the ability of the Reorganizing Party to consummate, and will not materially delay the consummation of, the Arrangement;

(vi)

does not prevent the Arrangement from qualifying for the Intended U.S. Tax Treatment;

(vii)

does not prevent Eligible Holders from making elections pursuant to section 85 of the Tax Act;

(viii)

does not violate, conflict with, or result (with or without notice or the passage of time) in a violation or

breach of any provision of, or require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration of

indebtedness under, or result in the creation of any Lien (other than a Permitted Lien) upon, any of the properties or assets of the Reorganizing Party or any of its subsidiaries, or cause any indebtedness to come due before its stated maturity or

cause any credit commitment to cease to be available or cause any payment or other obligation to be imposed on the Reorganizing Party or any of its subsidiaries; and

(ix)

does not, in the opinion of the Reorganizing Party, materially interfere with the ongoing operations of the

Reorganizing Party and its subsidiaries.

(c)

Each of Dolly Varden and Contango acknowledges and agrees that the planning for any implementation of any Pre-Acquisition Reorganization shall not be considered a breach of any covenant under this Agreement and shall not be considered in determining whether a representation or warranty of any Party hereunder has been

breached, provided such planning is under the direction of the Requesting Party.

(d)

The Requesting Party must provide written notice to the Reorganizing Party of any proposed Pre-Acquisition Reorganization at least ten Business Days prior to the earlier of the Dolly Varden Meeting and the Contango Meeting. Upon receipt of such notice, the Reorganizing Party and the

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Requesting Party shall work cooperatively and use their commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are

reasonably necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement, and shall seek to have any such

Pre-Acquisition Reorganization made effective as of 11:59 p.m. (Vancouver time) on the Business Day ending immediately prior to the Effective Date.

(e)

Each of Dolly Varden and Contango agrees that the Requesting Party will be responsible for all reasonable

costs and expenses including professional fees and expenses and Taxes associated with any Pre-Acquisition Reorganization to be carried out at its request and agrees to indemnify and save harmless the

Reorganizing Party and its subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including actual

out-of-pocket costs and expenses for filing fees and external counsel), interest awards, Taxes or use of Tax attributes, judgements and penalties suffered or incurred by

any of them as a result of any Pre-Acquisition Reorganization requested by the Requesting Party (including in respect of any reversal, unwinding, modification or termination of a

Pre-Acquisition Reorganization). The obligation of the Requesting Party to reimburse the Reorganizing Party and its subsidiaries and Representatives, from and against any and all liabilities, losses, damages,

claims, costs, reasonable expenses (including actual out-of-pocket costs and expenses for filing fees and external counsel), interest awards, judgements and penalties

set out in this Section, notwithstanding anything to the contrary herein, shall survive the termination of this Agreement.

6.7

Regulatory Approvals

(a)

All filing fees (including any Taxes thereon) in respect of any filing made to any Governmental Entity in

respect of any Regulatory Approvals shall be paid by Contango.

(b)

With respect to obtaining the Regulatory Approvals, each of Dolly Varden and Contango shall cooperate with

one another and shall provide such assistance as any other Party may reasonably request in connection with obtaining the Regulatory Approvals. In particular:

(i)

no Party shall extend or consent to any extension of any applicable waiting or review period or enter into

any agreement with a Governmental Entity to not consummate the transactions contemplated by this Agreement, except upon the prior written consent of the other Parties;

(ii)

the Parties shall exchange drafts of all submissions, material correspondence, filings, presentations,

applications, plans, consent agreements and other material documents made or submitted to or filed with any Governmental Entity in respect of the transactions contemplated by this Agreement, will consider in good faith any suggestions made by the

other Parties and their counsel and will provide the other Parties and their counsel with final copies of all such submissions, material correspondence, filings, presentations, applications, plans, consent agreements and other material documents,

and all pre-existing business records or other documents, submitted to or filed with any Governmental Entity in respect of the transactions contemplated by this Agreement; provided, however, that this

obligation shall not extend to (a) legally privileged information, or (b) information indicated by any Party to be competitively sensitive, in either case, which information shall be provided on an external counsel-only basis;

(iii)

each Party will keep the other Parties and their respective counsel fully apprised of all substantive

written (including email) and oral communications and all meetings with any Governmental Entity and their staff in respect of the Regulatory Approvals, and will not participate in such material communications or meetings without giving the other

Parties and their respective counsel the opportunity to participate therein; provided, however, that where competitively sensitive information may be discussed or communicated, in either case the other Parties’ external legal counsel shall be

provided with any such communications or information on an external counsel-only basis and shall have the right to participate in any such meetings on an external counsel-only basis.

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(c)

The Parties shall not enter into any transaction, investment, agreement, arrangement or joint venture or

take any other action, the effect of which would reasonably be expected to make obtaining the Regulatory Approvals materially more difficult or challenging, or reasonably be expected to materially delay the obtaining of the Regulatory Approvals.

(d)

Each Party shall use its commercial reasonable efforts to ensure that the Section 3(a)(10) Exemption

and exemptions from applicable securities Laws of any state of the United States are available for the issuance of Contango Shares, Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of Arrangement.

6.8

Section 85 Elections

Where an Eligible Holder desires to so elect, the Acquiror shall make a joint election with such Eligible Holder pursuant to

subsection 85(1) of the Tax Act , or subsection 85(2) of the Tax Act if such Eligible Holder is a partnership (and in each case, where applicable, the analogous provisions of provincial income tax Law), in respect of the disposition of the Dolly

Varden Shares designated by such Eligible Holder in accordance with the procedures and within the time limits set out in the Plan of Arrangement. Each such joint election shall specify the details of the number of such Eligible Holder’s Dolly

Varden Shares transferred pursuant to such election and the elected amount in respect of such Dolly Varden Shares, to be determined by such Eligible Holder in their sole discretion, subject to the limitations set forth in the Tax Act and the

corresponding provisions of any applicable provincial Tax statute. The Acquiror, or the Amalco, as successor to the Acquiror, shall sign and return to the applicable Eligible Holder any such joint election within a period of sixty (60) days

after the receipt thereof by the Depositary for filing with the Canada Revenue Agency (or the applicable provincial taxing authority) by such Eligible Holder. Neither the Acquiror nor the Amalco, as successor to the Acquiror, will be responsible for

the proper completion of any election form and, except for the Acquiror’s or the Amalco’s, as successor to the Acquiror, obligation to return duly completed election forms, which are received by the Depositary within sixty (60) days

of the Effective Date. Neither the Acquiror nor the Amalco, as successor to the Acquiror, will be responsible for any Taxes, interests or penalties resulting from the failure by an Eligible Holder to properly complete or file the election forms in

the form and manner and within the time prescribed by the Tax Act (or any applicable provincial Law).

ARTICLE 7

CONDITIONS

7.1

Mutual Conditions Precedent

The obligations of the Parties to complete the Arrangement are subject to the fulfillment, on or before the Effective Time, of

each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties:

(a)

the Dolly Varden Shareholder Approval shall have been obtained at the Dolly Varden Meeting in accordance

with the Interim Order;

(b)

the Contango Shareholder Approval shall have been obtained at the Contango Meeting;

(c)

the Key Regulatory Approvals and Key Third Party Consents shall have been obtained;

(d)

the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement,

and shall not have been set aside or modified in a manner unacceptable to Dolly Varden and Contango, acting reasonably, on appeal or otherwise;

(e)

no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Order or Law which

is then in effect and has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Arrangement, and without limiting the foregoing, there shall be no action or proceeding pending or threatened in

writing by a Governmental Entity that is reasonably likely to:

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(i)

enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of

ownership over, any Dolly Varden Shares; or

(ii)

if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect;

(f)

the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to the Plan of

Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption and exemptions from applicable securities Laws of any state of the United States, and

(ii) shall be freely transferable under applicable U.S. Securities Laws and shall not be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act (other than as applicable to persons who are, have been

within 90 days of the Effective Time, or, at the Effective Time become, “affiliates”, as such term is defined in Rule 144 under the U.S. Securities Act), of the issuer of such securities; provided, however, that Dolly Varden shall

not be entitled to rely on the provisions of this Section 7.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Dolly Varden fails to advise the Court prior to the hearing in respect of the Final Order,

as required by the terms of the Section 3(a)(10) Exemption; provided, further, that Contango. the Acquiror and Amalco will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of

the Arrangement, and comply with the requirements set forth in Section 2.3; and

(g)

the distribution of the Contango Shares, the Exchangeable Shares and Amalco Exchangeable Shares pursuant to

the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws by virtue of applicable exemptions under Securities Laws and there shall be no resale restrictions on such Contango Shares, Exchangeable

Shares or Amalco Exchangeable Shares under applicable Securities Laws, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under applicable Securities Laws.

7.2

Additional Conditions Precedent to the Obligations of Contango and the Acquiror

The obligation of Contango and the Acquiror to complete the Arrangement is subject to the fulfillment of

each of the following conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of Contango and the Acquiror and may be waived by Contango and the Acquiror at any time, in whole or in part, in its sole

discretion and without prejudice to any other rights that Contango and the Acquiror may have):

(a)

the representations and warranties of Dolly Varden set forth in Section 3.1 shall be true and correct

in all respects (without regard to any materiality or Dolly Varden Material Adverse Effect qualifications contained therein) as of the Effective Date as if made on and as of such date (except for such representations and warranties which refer to or

are made as of another specified date, in which case such representations and warranties will have been true and correct as of that date) except for breaches of representations and warranties which have not had and would not reasonably be expected

to have, individually or in the aggregate, a Dolly Varden Material Adverse Effect and which would not prevent or delay beyond the Outside Date the completion of the Arrangement, and Dolly Varden shall have provided to Contango and the Acquiror a

certificate of two senior officers of Dolly Varden certifying (on Dolly Varden’s behalf and without personal liability) the foregoing as of and dated the Effective Date;

(b)

Dolly Varden shall have complied in all material respects with each of its covenants herein required to be

complied with by it prior to the Effective Time, and Dolly Varden shall have provided to Contango and the Acquiror a certificate of two senior officers of Dolly Varden certifying (on Dolly Varden’s behalf and without personal liability) the

foregoing dated the Effective Date;

(c)

since the date of this Agreement, there shall not have occurred any Dolly Varden Material Adverse Effect;

and

(d)

Dissent Rights shall not have been validly exercised by holders of more than 5% of the Dolly Varden Shares.

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7.3

Additional Conditions Precedent to the Obligations of Dolly Varden

The obligation of Dolly Varden to complete the Arrangement is subject to the fulfillment of each of the following conditions

precedent on or before the Effective Time (each of which is for the exclusive benefit of Dolly Varden and may be waived by Dolly Varden at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that Dolly

Varden may have):

(a)

the representations and warranties of each of Contango and the Acquiror set forth in Section 4.1 and

Section 5.1, respectively, shall be true and correct in all respects (without regard to any materiality or Contango Material Adverse Effect qualifications contained therein) as of the Effective Date as if made on and as of such date (except for

such representations and warranties which refer to or are made as of another specified date, in which case such representations and warranties will have been true and correct as of that date) except for breaches of representations and warranties

which have not had and would not reasonably be expected to have, individually or in the aggregate, a Contango Material Adverse Effect and which would not prevent or delay beyond the Outside Date the completion of the Arrangement, and Contango shall

have provided to Dolly Varden a certificate of two senior officers of Contango and the Acquiror certifying (on Contango’s and the Acquiror’s behalf and without personal liability) the foregoing as of and dated the Effective Date;

(b)

Each of Contango and the Acquiror shall have complied in all material respects with each of its covenants

herein required to be complied with by it prior to the Effective Time, and Contango shall have provided to Dolly Varden a certificate of two senior officers of Contango certifying (on Contango’s behalf and without personal liability)

compliance with such covenants dated the Effective Date;

(c)

since the date of this Agreement, there shall not have occurred any Contango Material Adverse Effect;

(d)

Contango shall have delivered evidence to Dolly Varden of the approval of the listing and posting for

trading on the NYSE American of the Contango Shares to be issued as Consideration pursuant to the Plan of Arrangement and the Contango Shares to be issued upon the exchange of the Exchangeable Shares;

(e)

Contango shall have executed and delivered such agreements, including the Voting and Exchange Trust

Agreement, 9-month transition services agreements for nominal consideration with directors of Dolly Varden and the Exchangeable Share Support Agreement and taken such other actions as are necessary to cause

the rights, privileges, restrictions and conditions attaching to the Exchangeable Shares; and

(f)

Contango shall have taken all necessary steps pursuant to Section 6.3(g) to ensure that the Contango

Board following the Effective Date will consist of seven (7) directors and include three (3) directors nominated by Dolly Varden and that Shawn Khunkhun is appointed President of Contango as of the Effective Date.

7.4

Satisfaction of Conditions

The conditions precedent set out in Section 7.1, Section 7.2 and Section 7.3 shall be conclusively deemed to

have been satisfied, waived or released upon delivery by the Parties of written confirmation of the Effective Date. For greater certainty and notwithstanding anything else in this Agreement, the conditions set forth in this Article 7 for the benefit

of a Party are the only conditions to such Party’s obligations to complete the Arrangement.

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ARTICLE 8

ADDITIONAL AGREEMENTS

8.1

Notice of Breach

(a)

Each Party shall give prompt notice to the other of the occurrence, or failure to occur, at any time from

the date of this Agreement, until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to:

(i)

cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in

any respect on the date of this Agreement, or at the Effective Time;

(ii)

result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or

satisfied by any Party hereunder prior to the Effective Time; or

(iii)

result in the failure to satisfy any of the conditions precedent in favour of the other Parties contained in

Section 7.1, Section 7.2 or Section 7.3, as the case may be;

provided, however, that the

delivery of any notice pursuant to this Section 8.1 shall not be deemed to limit or otherwise modify the representations, warranties, covenants and agreements of the Parties (or remedies available hereunder to the Party receiving that notice)

or the conditions to the obligations of the Parties under this Agreement.

(b)

No Party may terminate this Agreement under Section 9.2(a)(iii)(C) or Section 9.2(a)(iv)(C), as

applicable, unless, prior to the Effective Date, the Party seeking to so terminate has delivered a written notice to the other Party indicating its intention to so terminate, specifying in reasonable detail the breach or breaches that serve as the

basis for such termination. After delivering such notice, provided that the notified Party is proceeding diligently to cure such breach or breaches, and such breaches are capable of being cured prior to the Outside Date, the notifying Party may not

so terminate this Agreement until the earlier of the Outside Date and the expiration of a period of 20 Business Days from the date of such notice. If such notice is delivered prior to the date of the Dolly Varden Meeting, Dolly Varden may postpone

or adjourn the Dolly Varden Meeting to the earlier of a date that is five Business Days prior to the Outside Date and the date that is 20 Business Days following the delivery of such notice. If such notice is delivered prior to the date of the

Contango Meeting, Contango may postpone or adjourn the Contango Meeting to the earlier of a date that is five Business Days prior to the Outside Date and the date that is 20 Business Days following the delivery of such notice.

8.2

Non-Solicitation

(a)

Except as otherwise expressly provided in this Section 8.2, neither Dolly Varden nor Contango shall,

and each shall cause their subsidiaries to not, directly or indirectly, through any of its Representatives:

(i)

solicit, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or

providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of such Party or any of its subsidiaries) any inquiry, proposal or offer that constitutes or could reasonably be expected to

constitute or lead to an Acquisition Proposal;

(ii)

enter into, engage in, continue or otherwise participate in any discussions or negotiations with any person

(other than another Party and its subsidiaries or affiliates) in respect of any inquiry, proposal or offer that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal; provided that such Party shall be permitted

to communicate with any person who has made an Acquisition Proposal (i) for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (ii) to advise such

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person that the Board of such Party has determined that such Acquisition Proposal does not constitute, or is not reasonably expected to result in, a Superior Proposal;

(iii)

make a Change in Recommendation; or

(iv)

accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in

principle, agreement, arrangement or understanding relating to any Acquisition Proposal (other than a confidentiality agreement permitted pursuant to Section 8.2(e)).

(b)

Each of Dolly Varden and Contango shall, and shall cause its subsidiaries and Representatives to immediately

cease any existing solicitation, encouragement, discussions, negotiations or other activities commenced prior to the date of this Agreement with any person (other than another Party and its subsidiaries or affiliates) conducted by such Party or any

of its subsidiaries or Representatives with respect to any inquiry, proposal or offer that constitutes, or could reasonably be expected to constitute or lead to, an Acquisition Proposal, and, in connection therewith, such Party shall:

(i)

promptly discontinue access to and disclosure of its and its subsidiaries’ confidential information

(and not allow access to or disclosure of any such confidential information, or any data room, virtual or otherwise); and

(ii)

as soon as possible (and in any case within two Business Days) request, to the extent that it is entitled to

do so, and use commercially reasonable efforts to exercise all rights it has (or cause its subsidiaries to exercise any rights that they have) to require, the return or destruction of all confidential information (including derivative information)

regarding such Party and its subsidiaries previously provided to any person (other than another Party and its subsidiaries or affiliates) in connection with a possible Acquisition Proposal to the extent such information has not already been returned

or destroyed, and shall use its commercially reasonable efforts to ensure that such requests are fully complied with to the extent such Party is entitled.

(c)

Each of Dolly Varden and Contango represents and warrants that neither it nor any of its subsidiaries has

waived any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which it or any of its subsidiaries is a party in connection with any potential Acquisition

Proposal. Subject to Section 8.2(e), each of Dolly Varden and Contango covenants and agrees that (i) it shall take all necessary action to enforce each standstill, confidentiality, non-disclosure,

business purpose, use or similar agreement or restriction to which it or any of its subsidiaries is a party, and (ii) neither it nor any of its subsidiaries nor any of their respective Representatives will, without the prior written consent of

the other Parties, release any person from, or waive, amend, suspend or otherwise modify such person’s obligations respecting such Party, or any of its subsidiaries, under any standstill, confidentiality,

non-disclosure, business purpose, use or similar agreement or restriction to which it or any of its subsidiary is a party (it being acknowledged that the automatic termination or automatic release, in each

case pursuant to the terms thereof, of any standstill restrictions of any such agreements as a result of the entering into and announcement of this Agreement shall not be a violation of this Section 8.2(c)).

(d)

If either Dolly Varden or Contango or any of their respective subsidiaries or any of the foregoing’s

respective Representatives receives or is notified of:

(i)

any inquiry, proposal or offer made after the date of this Agreement that constitutes or could reasonably be

expected to constitute or lead to an Acquisition Proposal; or

(ii)

any request for copies of, access to, or disclosure of, confidential information relating to such Party or

any of its subsidiaries in connection with any proposal that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, including information, access or disclosure relating to the properties, facilities, books or

records of such Party or any of its subsidiaries, in each case made after the date of this Agreement;

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then, such Party shall promptly notify the other Parties orally, with

written notice to follow within 24 hours of such Acquisition Proposal, inquiry, proposal, offer or request, including the identity of the person making such Acquisition Proposal, inquiry, proposal, offer or request and the material terms and

conditions thereof and copies of all written documents, correspondence or other materials received from or on behalf of any such person. The Party receiving such Acquisition Proposal, inquiry, proposal, offer or request shall keep the other Parties

promptly and reasonably informed of the status of discussions and negotiations (in each case, to the extent permitted to occur under Section 8.2(e)) with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any

material developments, changes, modifications or other amendments thereto.

(e)

Notwithstanding any other provision of this Section 8.2, if at any time following the date of this

Agreement and prior to obtaining the Dolly Varden Shareholder Approval, with respect to Dolly Varden, or the Contango Shareholder Approval, with respect to Contango, either Dolly Varden or Contango, as applicable, receives an unsolicited bona

fide written Acquisition Proposal, such Party (A) may engage in or participate in discussions or negotiations with such person regarding such Acquisition Proposal, and (B) may provide copies of, access to or disclosure of information,

properties, facilities, books or records of such Party or its subsidiaries, if and only if:

(i)

the Board of such Party determines, in good faith after consultation with its outside financial and legal

advisors, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal;

(ii)

such person is not restricted from making an Acquisition Proposal pursuant to an existing standstill,

confidentiality, non-disclosure, business purpose, use or similar restriction with such Party or any of its subsidiaries;

(iii)

such Party has been, and continues to be, in compliance with its obligations under this Section 8.2;

and

(iv)

prior to providing any such copies, access or disclosures, such Party enters into a confidentiality and

standstill agreement with such person, or confirms it has previously entered into such an agreement which remains in effect, in either case on terms that are not less favourable in the aggregate to such Party than the Confidentiality Agreement and

which does not contain a restriction on the ability of such Party to disclose information to the other Parties relating to the agreement or the status of material developments and negotiations with respect to such Acquisition Proposal with such

person and any such copies, access or disclosure provided to such person shall have already been (or simultaneously be) provided to the other Parties.

(f)

Nothing contained in this Agreement shall prohibit the Dolly Varden Board or Contango Board, as applicable,

(acting in good faith and upon advice of its outside legal and financial advisors) from making any disclosure to its shareholders as required by applicable Laws (including, without limitation, its fiduciary duties under applicable Law), including

complying with section 2.17 of Multilateral Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular

in respect of an Acquisition Proposal; provided, however, that neither Dolly Varden nor Contango, nor the Dolly Varden Board nor the Contango Board, shall be permitted to recommend that its shareholders tender any securities in connection with any

take-over bid that is an Acquisition Proposal or effect a Change in Recommendation with respect thereto, except as permitted by Section 8.2(g);

(g)

If Dolly Varden or Contango receives an Acquisition Proposal that constitutes a Superior Proposal prior to

obtaining the Dolly Varden Shareholder Approval, with respect to Dolly Varden, or the Contango Shareholder Approval, with respect to Contango, the Board of the Party receiving such Acquisition Proposal may, (1) make a Change in Recommendation

in response to such Superior Proposal or (2) cause such Party to terminate this Agreement pursuant to Section 9.2(a)(iii)(B) or Section 9.2(a)(iv)(B) respectively, as applicable, and concurrently enter into a definitive agreement

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with respect to Superior Proposal (other than a confidentiality agreement permitted by Section 8.2(e), a “Proposed Agreement”), if and only if:

(i)

the person making such Superior Proposal is not restricted from making an Acquisition Proposal pursuant to

an existing standstill, confidentiality, non-disclosure, business purpose, use or similar restriction;

(ii)

such Party has been, and continues to be, in compliance with its obligations under this Section 8.2;

(iii)

such Party or its Representatives have delivered to the other Parties the information required to be

delivered by Section 8.2(d) and a written notice of the determination of the Board of such Party that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to make a Change in Recommendation or terminate

this Agreement pursuant to 9.2(a)(iii)(B) or Section 9.2(a)(iv)(B) respectively, as applicable, to concurrently enter into a Proposed Agreement with respect to such Superior Proposal, as applicable, together with a written notice from the Board

of such Party regarding the value that the Board, in consultation with its outside financial advisors, has determined should be ascribed to any non-cash consideration offered under such Acquisition Proposal

(collectively, the “Superior Proposal Notice”);

(iv)

in the case of the Board of such Party complying with clause (iii) of this Section 8.2(g), such

Party or its Representatives have provided the other Parties a copy of the Proposed Agreement and all supporting materials, including any financing documents with customary redactions supplied to such Party in connection therewith;

(v)

five Business Days (the “Response Period”) shall have elapsed from the date on which the

other Parties have received the Superior Proposal Notice and all documentation referred to in Section 8.2(g)(iii) and Section 8.2(g)(iv);

(vi)

during any Response Period, the Party receiving the Superior Proposal Notice has had the opportunity (but

not the obligation) in accordance with Section 8.2(h), to offer to amend this Agreement and the Plan of Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

(vii)

after the Response Period, the Board of the Party receiving the Acquisition Proposal (A) has determined

in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by

the other Party under Section 8.2(h)), and (B) has determined in good faith, after consultation with its outside legal counsel, that the failure by the Board of such Party to make a Change in Recommendation or to cause such Party to

terminate this Agreement to enter into the Proposed Agreement, as applicable, would be inconsistent with its fiduciary duties under applicable Law; and

(viii)

in the case of the Board of the Party receiving an Acquisition Proposal exercising its rights under this

Section 8.2(g), prior to or concurrently with terminating this Agreement pursuant to this Section 8.2(g), such Party enters into such Proposed Agreement and concurrently pays to the other Party the amounts required to be paid pursuant to

Section 8.3.

(h)

During the Response Period, or such longer period as the Party receiving an Acquisition Proposal may approve

in writing for such purpose: (i) the Board of such Party shall review any offer made by the other Party under Section 8.2(g)(vi) to amend the terms of this Agreement and the Plan of Arrangement in good faith in order to determine whether

such proposal would, upon acceptance, result in Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (ii) if the Board of such Party determines that an Acquisition Proposal previously

constituting a Superior Proposal would cease to be a Superior Proposal, such Party shall promptly

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notify and negotiate in good faith with the other Party to make such amendments to the terms of this Agreement and the Arrangement as would enable the other Party to proceed with the transactions

contemplated by this Agreement on such amended terms. If the Board of the Party receiving an Acquisition Proposal determines that such Acquisition Proposal would cease to be a Superior Proposal, such Party shall immediately so advise the other

Party, and the Parties shall thereafter amend this Agreement to reflect such offer made by the other Party, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

(i)

Each successive amendment or modification to any Acquisition Proposal or Proposed Agreement that results in

any modification to the consideration, or the value thereof or the other material terms or conditions relating thereto, shall constitute a new Acquisition Proposal for the purposes of this Section 8.2, and the other Party shall be afforded a

new five Business Day Response Period from the date on which such Party has received the notice and all documentation referred to in Section 8.2(g)(iii) and Section 8.2(g)(iv) with respect to the new Superior Proposal from the other Party.

(j)

The Board of the Party receiving an Acquisition Proposal shall promptly reaffirm its Board Recommendation by

press release after the Board of such Party determines that any Acquisition Proposal that is publicly announced is not a Superior Proposal or such Board determines that a proposed amendment to the terms of this Agreement as contemplated under

Section 8.2(h) would result in an Acquisition Proposal that has been previously announced no longer being a Superior Proposal, and this Agreement has been so amended. The Party receiving an Acquisition Proposal shall provide the other Party and

its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by the other Party and its counsel.

(k)

In circumstances where a Party provides the other Party with a Superior Proposal Notice and all

documentation contemplated by Section 8.2(g)(iii) and Section 8.2(g)(iv) on a date that is less than seven Business Days prior to the scheduled date of the Dolly Varden Meeting or the Contango Meeting, as applicable, the Party responding

to the Superior Proposal Notice may either proceed with or postpone its meeting to a date that is not more than ten Business Days after the scheduled date of such meeting (provided that such Party shall postpone such meeting to a date that is not

more than ten Business Days after the scheduled date of such meeting if so directed by the other Party). If such meeting is so postponed, the Party responding to the notice of Superior Proposal shall be entitled to require the Party providing the

notice of Superior Proposal to postpone its meeting to the same day and time as the postponed meeting.

(l)

Without limiting the generality of the foregoing, each Party shall advise its subsidiaries and

Representatives of the prohibitions set out in this Section 8.2 and any violation of the restrictions set forth in this Section 8.2 by a Party or its subsidiaries or Representatives shall be deemed to be a breach of this Section by such

Party.

8.3

Expenses and Termination Fees

(a)

Except as otherwise provided herein, all fees, costs and expenses incurred in connection with this Agreement

and the Plan of Arrangement shall be paid by the Party incurring such fees, costs or expenses.

(b)

If a Dolly Varden Termination Fee Event occurs, Dolly Varden shall pay, or cause to be paid, to Contango or

as Contango shall direct (by wire transfer of immediately available funds) the Termination Fee in accordance with Section 8.3(f). If a Contango Termination Fee Event occurs, Contango shall pay, or cause to be paid, to Dolly Varden or as Dolly

Varden shall direct (by wire transfer of immediately available funds) the Termination Fee in accordance with Section 8.3(g).

(c)

For the purposes of this Agreement, “Termination Fee” means US$15,000,000.

(d)

For the purposes of this Agreement, “Dolly Varden Termination Fee Event” means the

termination of this Agreement:

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(i)

by Contango pursuant to Section 9.2(a)(iii)(A) [Dolly Varden Change in Recommendation], except

where the Change in Recommendation by Dolly Varden which has led to the termination pursuant to Section 9.2(a)(iii)(A) was made solely because the Dolly Varden Board, acting in good faith, in consultation with its outside legal counsel and

financial advisors, determined that a change, effect, event or occurrence (in any case that was unknown by the Dolly Varden Board as of the date hereof) has taken place that constitutes a Contango Material Adverse Effect and that, as a consequence,

it would be inconsistent with the Dolly Varden Board’s fiduciary obligations to continue to recommend that Dolly Varden Shareholders vote in favour of the Arrangement or pursuant to Section 9.2(a)(iii)(D) [Dolly Varden Breach of

Non-Solicitation];

(ii)

by Dolly Varden pursuant to Section 9.2(a)(iv)(B) [Dolly Varden Accepts Superior

Proposal]; or

(iii)

by either Dolly Varden or Contango pursuant to Section 9.2(a)(ii)(A) [Effective Time has not

occurred before Outside Date], Section 9.2(a)(ii)(C) [Dolly Varden Shareholder Approval not obtained at the Dolly Varden Meeting] or Section 9.2(a)(ii)(D) [Contango Shareholder Approval not obtained at the Contango

Meeting] or by Contango pursuant to Section 9.2(a)(iii)(C) (due to wilful breach or actual fraud) [Breach of Dolly Varden Representations, Warranties or Covenants] but only if, in the case of this section (iii), prior to the

termination of this Agreement, an Acquisition Proposal, or the intention to make an Acquisition Proposal, with respect to Dolly Varden shall have been made or publicly announced by any person (other than Contango or any of its affiliates) and has

not expired or been withdrawn prior to the Dolly Varden Meeting; and:

(A)

within 12 months following the date of such termination Dolly Varden enters into a definitive agreement in

respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to above) and such Acquisition Proposal is later consummated (whether or not within such 12 month period); or

(B)

within 12 months following the date of such termination an Acquisition Proposal is consummated (whether or

not such Acquisition Proposal is the same Acquisition Proposal referred to above),

provided that for

purposes of this Section 8.3(d), the term “Acquisition Proposal” shall have the meaning ascribed to such term in Section 1.1 except that each reference to “20%” therein shall be deemed to be a reference to

“50%”.

(e)

For the purposes of this Agreement, “Contango Termination Fee Event” means the

termination of this Agreement:

(i)

by Dolly Varden pursuant to Section 9.2(a)(iv)(A) [Contango Change in Recommendation], except

where the Change in Recommendation by Contango which has led to the termination pursuant to Section 9.2(a)(iv)(A) was made solely because the Contango Board, acting in good faith, in consultation with its outside legal counsel and financial

advisors, determined that a change, effect, event or occurrence (in any case that was unknown by the Contango Board as of the date hereof) has taken place that constitutes a Dolly Varden Material Adverse Effect and that, as a consequence, it would

be inconsistent with the Contango Board’s fiduciary obligations to continue to recommend that Contango Shareholders vote in favour of the Arrangement or pursuant to Section 9.2(a)(iv)(D) [Contango Breach of Non-Solicitation];

(ii)

by Contango pursuant to Section 9.2(a)(iii)(B) [Contango Accepts Superior Proposal]; or

(iii)

by either Dolly Varden or Contango pursuant to Section 9.2(a)(ii)(A) [Effective Time has not

occurred before Outside Date], Section 9.2(a)(ii)(C) [Dolly Varden Shareholder

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Approval not obtained at the Dolly Varden Meeting] or Section 9.2(a)(ii)(D) [Contango Shareholder Approval not obtained at the Contango Meeting] or by Dolly Varden pursuant to

Section 9.2(a)(iv)(C) (due to a wilful breach or actual fraud) [Breach of Contango Representations, Warranties or Covenants], but only if, in the case of this section (iii), prior to the termination of this Agreement, an Acquisition

Proposal, or the intention to make an Acquisition Proposal, with respect to Contango shall have been made or publicly announced by any person (other than Dolly Varden or any of its affiliates) and has not expired or been withdrawn prior to the

Contango Meeting; and:

(A)

within 12 months following the date of such termination Contango enters into a definitive agreement in

(B)

within 12 months following the date of such termination an Acquisition Proposal is consummated (whether or

not such Acquisition Proposal is the same Acquisition Proposal referred to above),

provided that for

purposes of this Section 8.3(e), the term “Acquisition Proposal” shall have the meaning ascribed to such term in Section 1.1 except that each reference to “20%” therein shall be deemed to be a reference to

“50%”.

(f)

If a Dolly Varden Termination Fee Event occurs pursuant to Section 8.3(d)(i), the Termination Fee shall

be payable by Dolly Varden to Contango within two Business Days following such Dolly Varden Termination Fee Event. If a Dolly Varden Termination Fee Event occurs pursuant to Section 8.3(d)(ii), the Termination Fee shall be paid by Dolly Varden

to Contango prior to or concurrently with such termination. If a Dolly Varden Termination Fee Event occurs in the circumstances set out in Section 8.3(d)(iii), the Termination Fee shall be payable by Dolly Varden to Contango upon the closing of

the applicable transaction referred to therein. Any Termination Fee payable pursuant to this Section 8.3(f) shall be paid by wire transfer of immediately available funds.

(g)

If a Contango Termination Fee Event occurs pursuant to Section 8.3(e)(i), the Termination Fee shall be

payable by Contango to Dolly Varden within two Business Days following such Contango Termination Fee Event. If a Contango Termination Fee Event occurs pursuant to Section 8.3(e)(ii), the Termination Fee shall be paid by Contango to Dolly Varden

prior to or concurrently with such termination. If a Contango Termination Fee Event occurs in the circumstances set out in Section 8.3(e)(iii), the Termination Fee shall be payable by Contango to Dolly Varden upon the closing of the applicable

transaction referred to therein. Any Termination Fee payable pursuant to this Section 8.3(g) shall be paid by wire transfer of immediately available funds.

(h)

Each of the Parties acknowledges that the agreements contained in this Section 8.3 are an integral part

of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. Each Party acknowledges that all of the payment amounts set out in this Section 8.3 are payments of

liquidated damages which are a genuine pre-estimate of the damages which the Party entitled to such damages will suffer or incur as a result of the event giving rise to such damages and the resultant

termination of this Agreement and are not penalties. Each of the Parties irrevocably waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive. For greater certainty, each Party agrees that, upon

any termination of this Agreement under circumstances where a Party is entitled to a Termination Fee and such Termination Fee is paid in full, the Party receiving the Termination Fee shall be precluded from any other remedy against the other Parties

at law or in equity or otherwise (including an order for specific performance), and shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the other Parties or any of

its subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates in connection with this Agreement or the transactions contemplated hereby.

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(i)

Nothing in this Section 8.3 shall relieve or have the effect of relieving any Party in any way from

liability for damages incurred or suffered by a Party as a result of an intentional or wilful breach of this Agreement.

(j)

Nothing in this Section 8.3 shall preclude a Party from seeking injunctive relief to restrain any

breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any such covenants or agreements, without the necessity of posting bond or security in connection therewith.

(k)

For greater certainty, except as provided in Section 8.3(i), a Party shall not be obligated to make

more than one payment of the Termination Fee pursuant to this Section 8.3.

8.4

Access to Information; Confidentiality

(a)

From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant

to its terms, subject to compliance with applicable Laws and the terms of any existing Contracts, Dolly Varden shall, and shall cause its Representatives to, afford to Contango and its Representatives, upon reasonable notice, such access as Contango

may reasonably require at all reasonable times, including, for the purpose of facilitating integration business planning, to its officers, employees, agents, properties, books, records, payroll, bank accounts and Contracts, and shall furnish

Contango on a timely basis with all data and information relating to ongoing activities and programs at the Dolly Varden Projects or as Contango may reasonably request from time to time, including, if so requested by Contango and at the expense of

Contango, allowing Representatives of Contango to be present at the Dolly Varden Projects.

(b)

From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant

to its terms, subject to compliance with applicable Laws and the terms of any existing Contracts, Contango shall, and shall cause its Representatives to, afford to Dolly Varden and its Representatives, upon reasonable notice, such access as Dolly

Varden may reasonably require at all reasonable times to its officers, employees, agents, properties, books, records, payroll, bank accounts and Contracts, and shall furnish Dolly Varden on a timely basis with all data and information relating to

ongoing activities and programs at the Contango Projects or as Dolly Varden may reasonably request from time to time, including, if so requested by Dolly Varden and at the expense of Dolly Varden, allowing Representatives of Dolly Varden to be

present at the Contango Projects.

(c)

Contango and Dolly Varden acknowledge and agree that information furnished pursuant to this Section 8.4

shall be subject to the terms and conditions of the Confidentiality Agreement. Any such investigation by the Parties and its Representatives under this Section 8.4 or otherwise shall not mitigate, diminish or affect the representations and

warranties of the Parties contained in this Agreement or any document or certificate delivered pursuant hereto.

8.5

Insurance and Indemnification

(a)

Prior to the Effective Time, Dolly Varden may purchase customary “tail” policies of

directors’ and officers’ liability, products and completed operations liability and employment practices liability insurance from a reputable and financially sound insurance carrier and containing terms and conditions no less favourable

in the aggregate to the protection provided by the policies maintained by Dolly Varden and its subsidiaries which are in effect immediately prior to the Effective Date and, providing protection in respect of claims arising from facts or events which

occurred on or prior to the Effective Time and Contango will, and will cause Dolly Varden or its subsidiaries to, maintain such tail policies in effect, without any reduction in scope or coverage for six years from the Effective Time; provided, that

Dolly Varden and its subsidiaries shall not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 300% of the current annual aggregate premium for

policies currently maintained by Dolly Varden or its subsidiaries.

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(b)

Contango will cause Dolly Varden and its other subsidiaries to, honour all rights to indemnification or

exculpation now existing in favour of present and former employees, officers and directors of Dolly Varden and its subsidiaries under Law and under the articles or other constating documents of Dolly Varden or its subsidiaries or, to the extent that

they are disclosed in Dolly Varden Disclosure Letter, under any agreement or contract of any indemnified person with Dolly Varden or with any of its subsidiaries, and acknowledges that such rights shall survive the completion of the Plan of

Arrangement. To the extent within the control of Contango, Contango shall ensure that the same shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such indemnified person and

shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Effective Date.

(c)

From and following the Effective Time, Contango and the Acquiror will cause Dolly Varden to comply with its

obligations under Section 8.5(a) and Section 8.5(b).

(d)

If Dolly Varden, Contango, the Acquiror or any of their direct or indirect parent companies or successors or

assigns shall (i) amalgamate, consolidate with or merge or wind-up into any other person and shall not be the continuing or surviving corporation or entity; or (ii) transfer all or substantially all

of its properties and assets to any person, then, and in each such case, proper provisions shall be made so that the successors and assigns and transferees of Dolly Varden or Contango, as the case may be, shall assume all of the obligations of Dolly

Varden, Contango or Acquiror, as applicable, set forth in this Section 8.5.

(e)

The provisions of this Section 8.5 are intended for the benefit of, and shall be enforceable by, each

insured or indemnified person, his or her heirs and his or her legal representatives and, for such purpose, Dolly Varden hereby confirms that it is acting as trustee on their behalf, and agrees to enforce the provisions of this Section 8.5 on

their behalf. Furthermore, this Section 8.5 shall survive the termination of this Agreement as a result of the occurrence of the Effective Date for a period of six years.

ARTICLE 9

TERM,

TERMINATION, AMENDMENT AND WAIVER

9.1

Term

This Agreement shall be effective from the date of this Agreement, until the earlier of the Effective Time and the termination

of this Agreement in accordance with its terms.

9.2

Termination

(a)

This Agreement may be terminated prior to the Effective Time:

(i)

by mutual written agreement of Dolly Varden and Contango; or

(ii)

by either Dolly Varden or Contango, if:

(A)

the Effective Time shall not have occurred on or before the Outside Date, except that the right to terminate

this Agreement under this Section 9.2(a)(ii)(A) shall not be available to any Party whose failure to fulfill any of its covenants or agreements or breach of any of its representations and warranties under this Agreement has been the cause of,

or resulted in, the failure of the Effective Time to occur by such Outside Date;

(B)

after the date of this Agreement, there shall be enacted or made any applicable Law or Order that makes

consummation of the Arrangement illegal or otherwise prohibits or enjoins Dolly Varden, Contango or the Acquiror from consummating the Arrangement and such applicable Law, Order or enjoinment shall have become final and non-appealable; provided that the Party seeking to terminate this

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Agreement under this Section 9.2(a)(ii)(B) has complied with Section 6.5(c) in all material respects;

(C)

the Dolly Varden Shareholder Approval shall have not been obtained at the Dolly Varden Meeting (including

any adjournment or postponement thereof) in accordance with the Interim Order, provided that a Party may not terminate this Agreement pursuant to this Section 9.2(a)(ii)(C) if the failure to obtain the Dolly Varden Shareholder Approval has been

caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement;

(D)

the Contango Shareholder Approval shall have not been obtained at the Contango Meeting (including any

adjournment or postponement thereof), provided that a Party may not terminate this Agreement pursuant to this Section 9.2(a)(ii)(D) if the failure to obtain the Contango Shareholder Approval has been caused by, or is a result of, a breach by

such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement; or

(iii)

by Contango, if:

(A)

the Dolly Varden Board makes a Change in Recommendation;

(B)

prior to obtaining the Contango Shareholder Approval, the Contango Board authorizes Contango, subject to

complying with the terms of this Agreement, to enter into a binding written agreement relating to a Superior Proposal; provided that concurrent with such termination, Contango pays, or causes to be paid, the Termination Fee payable pursuant

to Section 8.3;

(C)

a breach of any representation or warranty or failure to perform any covenant or agreement on the part of

Dolly Varden set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 7.1 or Section 7.2 not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside

date or is not cured in accordance with the terms of Section 8.1(b); provided that Contango is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 7.1 or Section 7.2 not to be

satisfied;

(D)

without limiting the provisions of subparagraph (C) above, Dolly Varden wilfully or materially breaches

any of its obligations or covenants set forth in Section 8.2; or

(E)

there has occurred a Dolly Varden Material Adverse Effect following the date hereof.

(iv)

by Dolly Varden, if:

(A)

the Contango Board makes a Change in Recommendation;

(B)

prior to obtaining the Dolly Varden Shareholder Approval, the Dolly Varden Board authorizes Dolly Varden,

subject to complying with the terms of this Agreement, to enter into a binding written agreement relating to a Superior Proposal; provided that concurrent with such termination, Dolly Varden pays, or causes to be paid, the Termination Fee

payable pursuant to Section 8.3;

(C)

a breach of any representation or warranty or failure to perform any covenant or agreement on the part of

Contango set forth in this Agreement shall have occurred

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that would cause the conditions set forth in Section 7.1 or Section 7.3 not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside date or is

not cured in accordance with the terms of Section 8.1(b); provided that Dolly Varden is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 7.1 or Section 7.3 not to be satisfied;

(D)

without limiting the provisions of subparagraph (C) above, Contango wilfully or materially breaches any

of its obligations or covenants set forth in Section 8.2; or

(E)

there has occurred a Contango Material Adverse Effect following the date hereof.

(b)

The Party desiring to terminate this Agreement pursuant to this Section 9.2 (other than pursuant to

Section 9.2(a)(i)) shall give written notice of such termination to the other Parties, specifying in reasonable detail the basis for such Party’s exercise of its termination right.

(c)

If this Agreement is terminated pursuant to this Section 9.2, this Agreement shall become void and of

no effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Parties hereto, except as otherwise expressly contemplated hereby, and provided that the

provisions of this Section 9.2(c) and Sections 8.3, 10.2, 10.4, 10.6, 10.7, as well as the confidentiality provisions of Section 8.4 and the provisions of the Confidentiality Agreement (other than any standstill provisions contained

therein) and the indemnification obligations of Contango in Section 8.5, shall survive any termination hereof pursuant to Section 9.2(a); provided further that neither the termination of this Agreement nor anything contained in this

Section 9.2 shall relieve a Party from any liability arising prior to such termination.

9.3

Amendment

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Dolly

Varden Meeting or the Contango Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties and any such amendment may, subject to the Interim Order and the Final Order and applicable Law, without limitation:

(a)

change the time for performance of any of the obligations or acts of the Parties;

(b)

waive any inaccuracies or modify any representation or warranty contained herein or in any document

delivered pursuant hereto;

(c)

waive compliance with or modify any of the covenants herein contained and waive or modify performance of any

of the obligations of the Parties; or

(d)

waive compliance with or modify any mutual conditions precedent herein contained.

9.4

Waiver

Any Party may (a) extend the time for the performance of any of the obligations or acts of the other Parties,

(b) waive compliance, except as provided herein, with any of the other Parties’ agreements, covenants or obligations, or the fulfilment of any conditions to its own obligations contained herein, or (c) waive inaccuracies in any of

the other Parties’ representations or warranties contained herein or in any document delivered by the other Parties; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing

signed on behalf of such Party and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived. A Party’s failure or delay in exercising any right under this Agreement will not operate as a

waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

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ARTICLE 10

GENERAL PROVISIONS

10.1

Notices

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have

been duly given and received on the day it is delivered, provided that it is delivered on a Business Day prior to 5:00 p.m. local time in the place of delivery or receipt. However, if notice is delivered after 5:00 p.m. local time or if such day is

not a Business Day then the notice shall be deemed to have been given and received on the next Business Day. Notice shall be sufficiently given if delivered (either in person or by courier), or if transmitted by email (with confirmation of

transmission) to the Parties at the following addresses (or at such other addresses as shall be specified by any Party by notice to the other given in accordance with these provisions):

(a)

if to Contango:

Contango ORE, Inc.

516 2nd Avenue

Fairbanks, AK 99701

Attention: Rick Van Nieuwenhuyse, President & Chief Executive Officer

E-mail: [personal information redacted]

with a copy (which shall not constitute notice) to:

Blake, Cassels & Graydon LLP

Suite 3500, 1133 Melville Street,

Vancouver, BC V6E 4E5

Attention: Steven McKoen and Michelle Noorani

E-mail: steven.mckoen@blakes.com and

michelle.noorani@blakes.com

(b)

if to Acquiror:

1566004 B.C. Ltd.

516 2nd Avenue

Fairbanks, AK 99701

Attention: Mike Clark, President, Secretary & Treasurer

E-mail: [personal information redacted]

with a copy (which shall not constitute notice) to:

Blake, Cassels & Graydon LLP

Suite 3500, 1133 Melville Street,

Vancouver, BC V6E 4E5

Attention: Steven McKoen and Michelle Noorani

E-mail: steven.mckoen@blakes.com and

michelle.noorani@blakes.com

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(c)

if to Dolly Varden:

Dolly Varden Silver Corporation

Suite 3123 – 595 Burrard Street

PO Box 49139

Three Bentall Centre

Vancouver, BC V7X 1J1

Attention: Shawn Khunkhun

E-mail: [personal information redacted]

with a copy (which shall not constitute notice) to:

Stikeman Elliott LLP

Suite 1700, 666 Burrard Street

Vancouver, BC V6C 2X8

Attention: Victor Gerchikov

E-mail: vgerchikov@stikeman.com

10.2

Governing Law

This Agreement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of British

Columbia and the laws of Canada applicable therein. Each of the Parties hereby irrevocably attorns to the exclusive jurisdiction of the Courts of the Province of British Columbia in respect of all matters arising under and in relation to this

Agreement and the Arrangement and waives any defences to the maintenance of an action in the Courts of the Province of British Columbia.

10.3

Injunctive Relief

Subject to Section 8.3, the Parties agree that irreparable harm would occur for which money damages would not be an

adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Parties agree that, in the event of any breach or threatened

breach of this Agreement by a Party, the non-breaching Party will be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific

performance, and the Parties shall not object to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at law. Subject to Section 8.3, such remedies will not be the exclusive remedies for any

breach of this Agreement but will be in addition to all other remedies available at Law or equity to each of the Parties.

10.4

Time of Essence

Time shall be of the essence in this Agreement.

10.5

Entire Agreement, Binding Effect and Assignment

Contango may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be

assumed by, an affiliate of Contango, provided that if such assignment or assumption takes place, Contango shall continue to be liable jointly and severally with such affiliate for all of its obligations hereunder. Contango shall provide Dolly

Varden with written notice of such assignment on or before 5:00 p.m. (Vancouver time) on the Business Day following such assignment. This Agreement shall be binding on and shall enure to the benefit of the Parties and their respective successors and

permitted assigns.

This Agreement (including the exhibits and schedules hereto, the Dolly Varden Disclosure Letter and

the Contango Disclosure Letter) and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, between the Parties, or any of them, with respect to the subject

matter hereof and thereof and, except as expressly provided herein, this Agreement is not intended to

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and shall not confer upon any person other than the Parties any rights or remedies hereunder. Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights,

interests or obligations hereunder may be assigned by either of the Parties without the prior written consent of the other Parties.

10.6

Severability

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law or

public policy, that provision will be severed from this Agreement and all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions

contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this

Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

10.7

Further Assurances

Each Party shall use all commercially reasonable efforts do all such things and provide all such reasonable assurances as may

be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments as reasonably required by any other Parties as necessary or desirable to effect the purpose of this

Agreement and carry out its provisions, whether before or after the Effective Date.

10.8

No Third Party Beneficiaries

Except as provided in Section 8.5(e) this Agreement is not intended to confer any rights or remedies upon any person other

than the Parties to this Agreement.

10.9

Mutual Interest

Notwithstanding the fact that any part of this Agreement has been drafted or prepared by or on behalf of one of the Parties,

the Parties confirm that they and their respective counsel have reviewed and negotiated this Agreement and that the Parties have adopted this Agreement as the joint agreement and understanding of the Parties, and the language used in this Agreement

will be deemed to be the language chosen by the Parties to express their mutual intent, and the Parties waive the application of any Laws or rule or construction providing that ambiguities in any agreement or other document will be construed against

the Party drafting such agreement or other document and agree that no rule of construction providing that a provision is to be interpreted in favour of the person who contracted the obligation and against the person who stipulated it will be applied

against any Party.

10.10

Counterparts, Execution

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which

together shall constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding

agreement between the Parties.

[The next page is the signature page.]

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SCHEDULE A

PLAN OF ARRANGEMENT

PLAN

OF ARRANGEMENT UNDER DIVISION 5 OF PART 9 OF THE

BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

(see attached)

PLAN OF ARRANGEMENT

Under Division 5 of Part 9 of the Business Corporations Act (British Columbia)

concerning

Dolly Varden Silver

Corporation

ARTICLE 1

INTERPRETATION

1.1

Definitions

For the purposes of this Plan of Arrangement, the following have the respective meanings set forth below:

“Acquiror” means 1566004 B.C. Ltd., a company directly and wholly-owned by Callco immediately prior to the

Effective Time, existing under the laws of the Province of British Columbia;

“Acquiror Shares” means

the common shares in the authorized share structure of Acquiror;

“Affiliate” means, with respect to

any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” means the possession, directly or

indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and

“controlling” have meanings correlative thereto;

“Amalco” has the meaning set forth

in Section 4.1(e)(i).

“Amalco Common Shares” has the meaning set forth in Section 4.5(d);

“Amalco Exchangeable Shares” has the meaning set forth in Section 4.5(d);

“Amalgamation” has the meaning set forth in Section 4.1(e)(i);

“Arrangement” means the arrangement under Division 5 of Part 9 of the BCBCA on the terms and subject to the

conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 9.3 of the Arrangement Agreement, this Plan of Arrangement or at the direction of the Court in the Interim Order or

Final Order with the consent of Contango, Acquiror and Dolly Varden, each acting reasonably;

“Arrangement

Agreement” means the Arrangement Agreement dated December 7, 2025, as amended and restated on February 11, 2026, among Dolly Varden, Acquiror and Contango as same may be amended, modified or supplemented from time to time in

accordance therewith prior to the Effective Time, providing for, among other things, the Arrangement;

“BCBCA” means the Business Corporations Act (British Columbia);

“Business Day” means any day, other than a Saturday, a Sunday or any other day on which the banks located

in Vancouver, British Columbia are closed or authorized to be closed;

“Callco” means 1566002 B.C.

Unlimited Liability Company, an unlimited liability company, directly and wholly-owned by Contango, existing under the laws of the Province of British Columbia;

“Callco Share” means a common share in the capital of Callco;

“Code” means the United States Internal Revenue Code of 1986, as amended;

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“Consideration” means (i) in the case of an Eligible

Holder who validly elected to receive Exchangeable Shares prior to the Election Deadline in accordance with this Plan of Arrangement, for each Dolly Varden Share, 0.1652 of an Exchangeable Share, and (ii) in the case of each other Dolly Varden

Shareholder, for each Dolly Varden Share, 0.1652 of a Contango Consideration Share;

“Consideration

Shares” means Contango Consideration Shares and Exchangeable Shares to be issued as Consideration pursuant to the Arrangement;

“Contango” means Contango, a Delaware corporation;

“Contango Consideration Shares” means Contango Shares to be issued as Consideration pursuant to the

Arrangement;

“Contango Share” means a share of voting common stock in the authorized share structure

of Contango;

“Court” means the Supreme Court of British Columbia;

“Depositary” means Computershare Investor Services Inc., in its capacity as depositary for the Arrangement;

“Dissent Rights” has the meaning set forth in Section 6.1;

“Dissenting Shareholder” means a registered Dolly Varden Shareholder as of the record date of the Dolly

Varden Meeting that duly and validly exercises the Dissent Rights in strict compliance with Sections 237 to 247 of the BCBCA, as modified by the Interim Order, the Final Order, Section 6.1, or any other order of the Court and that has not

withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

“Dolly Varden” means Dolly

Varden Silver Corporation, a British Columbia company;

“Dolly Varden Circular” has the meaning set

forth in the Arrangement Agreement;

“Dolly Varden Meeting” has the meaning set forth in the

Arrangement Agreement;

“Dolly Varden Option” means an option to purchase a Dolly Varden Share granted

pursuant to the Dolly Varden Option Plans;

“Dolly Varden Option In-The-Money Amount” in respect of a Dolly Varden Option means the amount, if any, by which the total fair market value (determined immediately before the Effective Time) of the Dolly Varden Share

that a Holder of a Dolly Varden Option is entitled to acquire on exercise of such Dolly Varden Option immediately before the Effective Time exceeds the aggregate exercise price to acquire such Dolly Varden Share;

“Dolly Varden 2017 Option Plan” means the Dolly Varden Share Option Plan as amended and restated on

May 18, 2017;

“Dolly Varden 2022 Option Plan” means the Dolly Varden Stock Option Plan dated

May 20, 2022;

“Dolly Varden Option Plans” means, together, the Dolly Varden 2017 Option Plan and

the Dolly Varden 2022 Option Plan, each being a “Dolly Varden Option Plan”;

“Dolly Varden

Resolution” means the special resolution to be considered by the Dolly Varden Shareholders at the Dolly Varden Meeting, substantially in the form attached as Schedule B to the Arrangement Agreement;

“Dolly Varden RSU” means a restricted share unit awarded pursuant to the Dolly Varden RSU Plan;

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“Dolly Varden RSU Net Exercise Agreements” means,

collectively, the agreements to be entered into by Dolly Varden and each Holder of Dolly Varden RSUs prior to the Effective Time providing for the net exercise of the Dolly Varden RSUs in connection with the surrender and cancellation or redemption

of the Dolly Varden RSUs pursuant to the terms of the Dolly Varden RSU Plan and in connection with the Arrangement, in a form to be agreed to by Dolly Varden and Contango, each acting reasonably;

“Dolly Varden RSU Plan” means the Dolly Varden Restricted Share Unit Plan dated May 20, 2022;

“Dolly Varden Security” means a Dolly Varden Share, Dolly Varden Option or Dolly Varden RSU;

“Dolly Varden Securityholder” means a holder of one or more Dolly Varden Securities;

“Dolly Varden Share” means a common share in the authorized share structure of Dolly Varden;

“Dolly Varden Shareholder” means a registered or beneficial holder of one or more Dolly Varden Shares and,

where the context so provides, includes joint holders of such Dolly Varden Shares;

“Effective Date”

has the meaning set forth in the Arrangement Agreement;

“Effective Time” means 12:01 a.m. (Vancouver

time) on the Effective Date, or such other time as the parties to the Arrangement Agreement agree to in writing before the Effective Date;

“Electing Dolly Varden Shares” has the meaning set forth in Section 4.1(c);

“Election Deadline” means the date and time as agreed by Dolly Varden and Contango (each acting reasonably)

and set in accordance with Section 4.2(b) as the deadline for Eligible Holders to make the election in Section 4.2(a); provided that, for greater certainty, the Election Deadline shall be prior to the Effective Date;

“Eligible Holder” means a Dolly Varden Shareholder that is a beneficial owner of Dolly Varden Shares and

is: (a) a resident of Canada for purposes of the Tax Act and not exempt from tax under Part I of the Tax Act; or (b) a “Canadian partnership” within the meaning of the Tax Act, other than a Canadian partnership all the members

of which are exempt from tax under Part I of the Tax Act;

“Exchange Ratio” means 0.1652 of a Contango

Share for each Dolly Varden Share;

“Exchangeable Share Provisions” means the rights, privileges,

restrictions and conditions attaching to the Exchangeable Shares, which rights, privileges, restrictions and conditions shall be consistent with the terms set out in the Exchangeable Share Term Sheet, as the same may be amended, supplemented or

otherwise modified from time to time in accordance with the terms thereof;

“Exchangeable Share Support

Agreement” means an agreement to be made among Contango, Callco and Acquiror on the Effective Date and in connection with this Plan of Arrangement consistent with the terms set out in the Exchangeable Share Term Sheet, as the same may be

amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

“Exchangeable Share Term Sheet” means the term sheet summarizing the rights, privileges, restrictions and

conditions attaching to the Exchangeable Shares as set forth in Schedule F to the Arrangement Agreement;

“Exchangeable Shares” means the exchangeable shares in the capital of Acquiror having the rights,

privileges, restrictions and conditions set forth in the Exchangeable Share Provisions;

“Final Order”

means the final order of the Court pursuant to Section 291 of the BCBCA, in form and substance acceptable to Contango and Dolly Varden, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and

conditions of the Arrangement, approving the Arrangement, as such order may

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be affirmed, amended, modified, supplemented or varied by the Court (with the consent of Contango and Dolly Varden, each acting reasonably) at any time prior to the Effective Date or, if

appealed, then, as affirmed or as amended on appeal (provided that any such amendment is acceptable to Contango and Dolly Varden, each acting reasonably) unless such appeal is withdrawn, abandoned or denied;

“Governmental Entity” means (a) any multinational, federal, national, provincial, state, regional,

municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, minister, ministry, bureau, agency or instrumentality, domestic or foreign, (b) any

subdivision, agent, commission, board or authority of any of the foregoing, (c) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory,

expropriation or taxing authority under or for the account of any of the foregoing, or (d) any stock exchange, including the NYSE American and TSXV;

“Holders” means (a) when used with reference to Dolly Varden Shares, the holders thereof shown from

time to time in the central securities registers of Dolly Varden and, where the context so provides, includes joint holders of such Dolly Varden Shares, (b) when used with reference to Dolly Varden Options, the holders thereof shown from time

to time in the register maintained by or on behalf of Dolly Varden in respect of Dolly Varden Options, and (c) when used with reference to Dolly Varden RSUs, the holders thereof shown from time to time in the register maintained by or on behalf

of Dolly Varden in respect of Dolly Varden RSUs;

“Interim Order” means the interim order of the Court

contemplated by Section 2.2 of the Arrangement Agreement and made pursuant to Section 291 of the BCBCA in form acceptable to Contango and Dolly Varden, each acting reasonably, providing for, among other things, declaration and direction in

respect of the notice to be given in respect of, and the calling and holding of the Dolly Varden Meeting, as the same may be affirmed, amended, modified, supplemented or varied by the Court (provided that any such amendment, modification, supplement

or variation is acceptable to Contango and Dolly Varden, each acting reasonably);

“Law” or

“Laws” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations,

awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity or self-regulatory authority (including, where applicable, the

TSXV and the NYSE American), and the term “applicable” with respect to such Laws and in a context that refers to one or more persons, means such Laws as are applicable to such person or its business, undertaking, assets, property

or securities and emanate from a person having jurisdiction over the person or persons or its or their business, undertaking, assets, property or securities;

“Letter of Transmittal and Election Form” means the letter of transmittal and election form(s) for use by

registered Dolly Varden Shareholders, in the form accompanying the Dolly Varden Circular (which shall be reasonably acceptable to Contango) or in any other form reasonably acceptable to Contango and Dolly Varden, providing for Dolly Varden

Shareholder’s election with respect to the Consideration and which shall specify that delivery shall be effected, and risk of loss and title to the share certificates representing the applicable Dolly Varden Shares, if any, shall pass, only

upon proper delivery of such share certificates (or effective affidavits of loss in lieu thereof) to the Depositary and which shall be in such form and have such other customary provisions as Dolly Varden may specify (which shall be reasonably

acceptable to Contango);

“Lien” has the meaning set forth in the Arrangement Agreement;

“Non-Electing Dolly Varden Shares” has the meaning set forth in

Section 4.1(b);

“NYSE American” means the NYSE American Stock Exchange LLC;

“Person” means an individual, sole proprietorship, partnership, association, body corporate, trust, natural

person in his or her capacity as trustee, executor, administrator or other legal representative, Governmental Entity or any other entity, whether or not having legal status;

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“Plan of Arrangement”, “hereof”,

“herein”, “hereunder”, and similar expressions refer to this Plan of Arrangement and not to any particular Article, Section or other portion hereof and includes any agreement or instrument supplementary or

ancillary hereto;

“Replacement Option

In-The-Money Amount” in respect of a Replacement Option means the amount, if any, by which the total fair market value (determined immediately after the

Effective Time) of the Contango Shares that a holder is entitled to acquire on exercise of the Replacement Option at and from the Effective Time exceeds the aggregate exercise price to acquire such Contango Shares;

“Replacement Options” means options to purchase Contango Shares granted in exchange for the Dolly Varden

Options pursuant to this Plan of Arrangement;

“Subsidiary” means, with respect to any Person, any

corporation, limited liability company, partnership or other legal entity of which (a) if a corporation, a majority of the total voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of

directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or (b) if a limited liability company,

partnership, association or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more

Subsidiaries of such Person or a combination thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such

business entity’s gains or losses or shall be a, or control any, managing director or general partner of such business entity (other than a corporation). The term “Subsidiary” shall include all Subsidiaries of such

Subsidiary;

“Tax” has the meanings set forth in the Arrangement Agreement;

“Tax Act” means the Income Tax Act (Canada);

“Trustee” means a trustee to be mutually chosen by Contango and Dolly Varden, acting reasonably, to act as

trustee under the Voting and Exchange Trust Agreement and any successor trustee appointed under the Voting and Exchange Trust Agreement;

“TSXV” means the TSX Venture Exchange;

“U.S. Dollar Equivalent” means, in respect of any amount expressed in Canadian dollars

(the “Canadian Dollar Amount”), the quotient obtained by dividing (i) the Canadian Dollar Amount by (ii) the “US Dollar” daily exchange rate published by the Bank of Canada on the Business Day immediately

preceding the Effective Date or, in the event such daily exchange rate is not available, the Canadian dollar-U.S. dollar exchange rate on the Business Day immediately preceding the Effective Date, expressed in

U.S. dollars, as may be determined by Contango (which shall be reasonably acceptable to Dolly Varden); and

“Voting and Exchange Trust Agreement” means an agreement entered into between Contango, Callco, Acquiror

and the Trustee on the Effective Date in connection with this Plan of Arrangement.

1.2

Headings and References

The division of this Plan of Arrangement into Articles and sections and the insertion of headings are for convenience of

reference only and do not affect the construction or interpretation of this Plan of Arrangement. Unless otherwise specified, references to Articles and sections are to Articles and sections of this Plan of Arrangement.

1.3

Time Periods

Unless otherwise specified, time periods within, or following, which any payment is to be made, or act is to be done, shall be

calculated by excluding the day on which the period commences and including the day on which the

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period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day.

1.4

Currency

Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada.

1.5

Time

Unless otherwise indicated, all times expressed herein or in any Letter of Transmittal and Election Form are to local time,

Vancouver, British Columbia.

1.6

Construction

In this Plan of Arrangement:

(a)

unless the context otherwise requires, words importing the singular include the plural and vice versa and

words denoting any gender include all genders;

(b)

the word “including” or “includes” shall mean “including (or

includes) without limitation”;

(c)

“or” is intended to be inclusive and is deemed to mean “and/or”; and

(d)

any reference to a statute includes all rules and regulations made pursuant to such statute and, unless

otherwise specified, the provisions of any statute or regulation or rule which amends, supplements or supersedes any such statute or any such regulation or rule.

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Governing Law

This Plan of Arrangement shall be governed by and construed in accordance with the BCBCA, and the Laws of the Province of

British Columbia and other federal Laws of Canada applicable therein.

ARTICLE 2

PURPOSE AND EFFECT OF THE PLAN OF ARRANGEMENT

2.1

Plan of Arrangement

This Plan of Arrangement is made pursuant to, is subject to the provisions of and forms part of, the Arrangement Agreement.

2.2

Effectiveness

This Plan of Arrangement and the Arrangement will become effective, and will be binding, at and after the times referred to in

Section 4.1 on: (a) Dolly Varden, (b) Acquiror, (c) Callco, (d) Contango, (e) all Dolly Varden Securityholders (including Dissenting Shareholders), (f) all holders of Exchangeable Shares, (g) the Depositary, (h) Amalco

(upon and following the Amalgamation), and (i) all other Persons, in each case without any further authorization, act or formality on the part of the Court or any Person from and after the Effective Time.

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ARTICLE 3

CONVERTIBLE SECURITIES

3.1

Restricted Share Units

On the Effective Date, immediately prior to the Effective Time, not as part of the Arrangement, all of the Dolly Varden Shares

to be issued in connection with the surrender and cancellation or redemption of the Dolly Varden RSUs in accordance with the terms of the Dolly Varden RSU Plan, the Dolly Varden RSU Net Exercise Agreements and the Arrangement Agreement shall be

issued and the name of each such former holder of a surrendered and cancelled or redeemed Dolly Varden RSU shall be entered into the central securities register of Dolly Varden, but no such former holder shall be entitled to a certificate or other

evidence representing the Dolly Varden Shares issued upon the surrender and cancellation or redemption of such holder’s Dolly Varden RSU, such that each former holder of a Dolly Varden RSU prior to the Effective Time participates in the

Arrangement as a Dolly Varden Shareholder. All agreements relating to Dolly Varden RSUs issued under the Dolly Varden RSU Plan shall, on completion of the foregoing surrender and cancellations or redemptions, be terminated and be of no further force

and effect.

3.2

Stock Options

On the Effective Date, but not as part of the Arrangement, each Dolly Varden Option outstanding immediately prior to the

Effective Time, whether vested or unvested, shall be deemed to be vested to the fullest extent, and following completion of the step set out in Section 4.1(d), but for greater certainty prior to the completion of the step set out in

Section 4.1(e), shall be exchanged for a Replacement Option to purchase from Contango the number of Contango Shares (rounded down to the nearest whole number) equal to: (A) the Exchange Ratio, multiplied by (B) the number of Dolly

Varden Shares subject to such Dolly Varden Option immediately prior to the Effective Time, at an exercise price per Dolly Varden Share (rounded up to the nearest whole cent) equal to (M) the U.S. Dollar Equivalent of the exercise price per

Dolly Varden Share otherwise subject to such Dolly Varden Option immediately prior to the Effective Time, divided by (N) the Exchange Ratio. Except as set out above, all other terms and conditions of such Replacement Option, including the

conditions to and manner of exercising, will be the same as the Dolly Varden Option so exchanged, and shall be governed by the terms of the applicable Dolly Varden Option Plan, and any document evidencing a Dolly Varden Option shall thereafter

evidence and be deemed to evidence such Replacement Option and no certificates evidencing the Replacement Options will be issued and the Replacement Options shall be governed by and be subject to such certificates, other than as amended hereby. It

is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Dolly Varden Option for a Replacement Option. Therefore, in the event that the Replacement Option In-The-Money Amount in respect of a Replacement Option would, but for this sentence, exceed the Dolly Varden Option In-The-Money

Amount in respect of the Dolly Varden Option for which it is exchanged, the number of Contango Shares which may be acquired on exercise of the Replacement Option at and after the Effective Time will be automatically adjusted accordingly with effect

at and from the Effective Time to ensure that the Replacement Option In-The-Money Amount in respect of the Replacement Option does not exceed the Dolly Varden Option In-The-Money Amount in respect of the Dolly Varden Option. Additionally, to the extent the exchange of a Dolly Varden Option for a Replacement Option is subject to

Section 409A of the Code, the exercise price, the number of Contango Shares which may be acquired on exercise of the Replacement Option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the

requirements of Section 409A of the Code.

ARTICLE 4

THE ARRANGEMENT

4.1

Arrangement

Commencing immediately following the Effective Time, pursuant to the Arrangement, the following transactions shall occur and

shall be deemed to occur in the order in which they appear without any further act or formality, effective as at five (5) minute intervals (in each case, unless otherwise specified) starting at the Effective Time:

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(a)

Dissenting Shareholders. The outstanding Dolly Varden Shares held by Dissenting Shareholders shall be

deemed to be transferred by the Holders thereof to Dolly Varden without any further authorization, act or formality by such Holders, in consideration for the right to receive an amount determined and payable in accordance with Article 6, and

(i)

such Dissenting Shareholders shall cease to be the holders of such Dolly Varden Shares and to have any

rights as holders of such Dolly Varden Shares other than the right to be paid fair value by Dolly Varden (using its own funds and not funds provided directly or indirectly by Contango, Acquiror or any of their respective Affiliates) for such Dolly

Varden Shares as set out in Article 6;

(ii)

the names of such Dissenting Shareholders shall be removed from the central securities register of Dolly

Varden Shares; and

(iii)

Dolly Varden shall be deemed to be the legal and beneficial owner of such Dolly Varden Shares so

transferred, free and clear of all Liens and shall be recorded as the registered holder thereof on the central securities register of Dolly Varden Shares;

(b)

Non-Electing Dolly Varden Shares. Subject to

Section 4.4, each outstanding Dolly Varden Share held by Holders, other than those Dolly Varden Shares held by Holders that are Dissenting Shareholders described in Section 4.1(a) or the Electing Dolly Varden Shares (collectively, the

“Non-Electing Dolly Varden Shares”) will be transferred by the Holders thereof to Acquiror without any further authorization, act or formality by such Holders, in exchange for

the Consideration in the form of Contango Consideration Shares, and

(i)

contemporaneously with the step set forth in Section 4.1(b) and 4.1(b)(ii), Callco shall issue to

Contango, as consideration for the issue by Contango of Contango Consideration Shares pursuant to Section 4.1(b), one fully paid and non-assessable Callco Share for each such Contango Consideration Share,

and the capital account maintained by Callco in respect of Callco Shares shall be increased, in respect of each Callco Share issued pursuant to this Section 4.1(b)(i), by an amount equal to $●, and Contango shall be entered in

Callco’s central securities register of Callco Shares;

(ii)

contemporaneously with the steps set forth in Section 4.1(b) and Section 4.1(b)(i), Acquiror shall

issue to Callco, as consideration for the issue of the Callco Shares by Callco pursuant to Section 4.1(b)(i), one fully paid and non-assessable Acquiror Share for each Callco Share, and the capital

account maintained by Acquiror in respect of Acquiror Shares shall be increased, in respect of each Acquiror Share issued pursuant to this Section 4.1(b)(ii), by an amount equal to $●, and Callco shall be entered in Acquiror’s

central securities register of Acquiror Shares as the holder thereof;

(iii)

the Holders of such Non-Electing Dolly Varden Shares shall cease to

be the holders of such Non-Electing Dolly Varden Shares and to have any rights as holders of such Non-Electing Dolly Varden Shares other than the right to receive the

Consideration in the form of Contango Consideration Shares in accordance with this Plan of Arrangement;

(iv)

the names of such Holders will be removed from the central securities register of Dolly Varden Shares; and

(v)

Acquiror shall be deemed to be the legal and beneficial owner of such

Non-Electing Dolly Varden Shares so transferred, free and clear of all Liens and shall be recorded as the registered holder thereof on the central securities register of Dolly Varden Shares;

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(c)

Electing Dolly Varden Shares. Subject to Section 4.4, those outstanding Dolly

Varden Shares held by Eligible Holders (or if applicable, registered Holders on such Eligible Holder’s behalf), other than those Eligible Holders that are Dissenting Shareholders described in Section 4.1(a), who have (A) submitted a

Letter of Transmittal and Election Form in accordance with Section 4.2 with respect to such Dolly Varden Shares or (B) otherwise made an election to receive Exchangeable Shares for such Dolly Varden Shares in a manner that is reasonably

acceptable to Contango and Dolly Varden prior to the Effective Time (collectively, the “Electing Dolly Varden Shares”) will be transferred by Eligible Holders thereof to Acquiror without any further

authorization, act or formality by such Eligible Holders, in exchange for the Consideration in the form of Exchangeable Shares, and

(i)

Eligible Holders of such Electing Dolly Varden Shares shall cease to be the holders of such Electing Dolly

Varden Shares and to have any rights as holders of such Electing Dolly Varden Shares other than the right to receive the Consideration in the form of Exchangeable Shares in accordance with this Plan of Arrangement; and

(ii)

the names of such Eligible Holders (or if applicable, the registered Holders of such Dolly Varden shares on

such Eligible Holder’s behalf) will be removed from the central securities register of Dolly Varden Shares in respect of such Electing Dolly Varden Shares; and

(iii)

Acquiror shall be deemed to be the legal and beneficial owner of such Electing Dolly Varden Shares so

transferred, free and clear of all Liens and shall be recorded as the registered holder thereof on the central securities register for Dolly Varden Shares, such that following the transactions contemplated by Section 4.1(a), Section 4.1(b)

and Section 4.1(c), Acquiror shall be the legal and beneficial owner of 100% of the Dolly Varden Shares;

(d)

Documents in Support of Exchangeable Share Structure. Contemporaneously with the step contemplated in

Section 4.1(c), (i) Contango, Callco and Acquiror shall execute the Exchangeable Share Support Agreement and (ii) Contango, Callco, Acquiror and the Trustee shall execute the Voting and Exchange Trust Agreement;

(e)

Amalgamation. On the date that is two (2) Business Days after Dolly Varden files a valid T2067

election under subsection 89(1) of the Tax Act to cease to be a “public corporation” for purposes of the Tax Act (which filing shall occur no later than five (5) Business Days following the Effective Date, subject to extension, as

applicable, to the day following the date that the Dolly Varden Shares are officially delisted from each and every “designated stock exchange” within the meaning of the Tax Act):

(i)

Acquiror and Dolly Varden shall amalgamate (the “Amalgamation”) to form one corporate

entity with the same effect as if they were amalgamated under Division 3 of Part 9 of the BCBCA, except that the separate legal existence of Dolly Varden will not cease and Dolly Varden will survive the Amalgamation (Dolly Varden, as such surviving

entity, “Amalco”) and, for the avoidance of doubt, the Amalgamation together with the transactions described in Sections 4.1(a) through 4.1(e) are intended to constitute a single, integrated transaction qualifying as a tax

deferred reorganization within the meaning of section 368(a)(l)(B) of the Code and/or section 368(a)(1)(A) of the Code by reason of section 368(a)(2)(E) of the Code for all United States federal income tax purposes, and the Amalgamation is intended

to qualify as an amalgamation as defined in subsection 87(1) of the Tax Act;

(ii)

effective immediately prior to the Amalgamation, the capital account maintained in respect of the Dolly

Varden Shares shall be reduced to CAD$1.00 and the amount by which the capital of Dolly Varden is reduced shall not be distributed to Acquiror;

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(iii)

pursuant to the Amalgamation, the separate legal existence of Acquiror shall cease without Acquiror being

liquidated or wound up and Acquiror and Dolly Varden shall continue as Amalco, and the properties, rights, interests and obligations of Acquiror and Dolly Varden shall become the properties, rights, interests and obligations of Amalco, as more fully

described in Section 4.5;

(iv)

effective on the Amalgamation, each Dolly Varden Share shall be cancelled without any repayment of capital

in respect of those shares; and

(v)

effective on the Amalgamation, each Acquiror Share will be exchanged for an Amalco Common Share and each

Exchangeable Share will be exchanged for an Amalco Exchangeable Share, as more fully described in Section 4.5(e).

4.2

Consideration Elections

With respect to the transfer and assignment of Dolly Varden Shares pursuant to Sections 4.1(b) and 4.1(c):

(a)

each beneficial owner of Dolly Varden Shares who, as at the Effective Time, is an Eligible Holder entitled

to receive Consideration Shares under this Plan of Arrangement is entitled to elect to receive in respect of their Dolly Varden Shares, such Consideration Shares in the form of Exchangeable Shares as are designated in accordance with

Section 4.2(c);

(b)

the deadline for making the election provided for in Section 4.2(a) shall be set by Dolly Varden

providing at least two (2) Business Days’ notice of the Election Deadline to Dolly Varden Shareholders by means of a news release disseminated on a recognized newswire; provided that, the Election Deadline, once set, may be extended by

Dolly Varden to a subsequent date prior to the Effective Date and Dolly Varden shall promptly announce any such extension and, when determined, the rescheduled Election Deadline, which rescheduled deadline if necessary shall be as agreed by Contango

and Dolly Varden (each acting reasonably), provided that at least one (1) Business Day of advance notice thereof shall have been provided by Dolly Varden to Dolly Varden Shareholders by means of a news release disseminated on a newswire;

(c)

the election provided for in Section 4.2(a) shall be made by an Eligible Holder (or if applicable, by

the registered holder of Dolly Varden Shares on such Eligible Holder’s behalf), or their duly authorized representative as applicable, by depositing with the Depositary, prior to the Election Deadline, a duly completed Letter of Transmittal

and Election Form indicating such Dolly Varden Shareholder’s election to receive Consideration Shares in the form of Exchangeable Shares and designating the number of Exchangeable Shares elected to be received, together with certificates (if

any) representing such Dolly Varden Shareholder’s Electing Dolly Varden Shares;

(d)

any Letter of Transmittal and Election Form, once deposited with the Depositary, shall be irrevocable and

may not be withdrawn by a Dolly Varden Shareholder; and

(e)

any Dolly Varden Shareholder who does not deposit with the Depositary a duly completed Letter of Transmittal

and Election Form together with certificates (if any) representing the Electing Dolly Varden Shares prior to the Election Deadline, otherwise fails to comply with the requirements of this Section 4.2 or of the Letter of Transmittal and Election

Form or who have not otherwise made an election to receive Exchangeable Shares in a manner that is reasonably acceptable to Contango and Dolly Varden prior to the Effective Time shall be deemed to have elected to receive only Contango Consideration

Shares in respect of their Dolly Varden Shares pursuant to this Plan of Arrangement.

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4.3

Tax Election

Each beneficial owner of Dolly Varden Shares who, as at the Effective Time, is an Eligible Holder, and who has validly elected

(or for whom the registered holder has validly elected on such beneficial owner’s behalf) to receive Exchangeable Shares shall be entitled to make an income tax election pursuant to subsection 85(1) of the Tax Act, or subsection 85(2) of the

Tax Act if such beneficial owner is a partnership (and in each case, where applicable, the analogous provisions of provincial income tax Law), with respect to the transfer of its Electing Dolly Varden Shares to Acquiror and the receipt of

Consideration in respect thereof by providing two signed copies of the necessary prescribed election form(s) (or equivalent information through an alternative document or platform, at Acquiror’s or, as applicable, Amalco’s as successor

to Acquiror, discretion) to the Depositary within sixty (60) days following the Effective Date, duly completed with the details of the number of Electing Dolly Varden Shares transferred and the applicable agreed amounts for the purposes of such

elections. Thereafter, subject to the election forms being correct and complete and complying with the provisions of the Tax Act (and applicable provincial income tax Law), the forms will be signed by Acquiror or, as applicable, Amalco as successor

to Acquiror, and returned to such former beneficial owner of Dolly Varden Shares within sixty (60) days after the receipt thereof by the Depositary for filing with the Canada Revenue Agency (or the applicable provincial taxing authority) by

such former beneficial owner. Neither Acquiror, nor Amalco, as successor to Acquiror, will be responsible for the proper completion of any election form and, except for Acquiror’s and Amalco’s obligation to return (within sixty

(60) days after the receipt thereof by the Depositary) duly completed election forms which are received by the Depositary within sixty (60) days of the Effective Date, neither Acquiror nor Amalco, as successor to Acquiror, will be

responsible for any taxes, interest or penalties resulting from the failure by a former beneficial owner of Electing Dolly Varden Shares that was an Eligible Holder to properly complete or file the election forms in the form and manner and within

the time prescribed by the Tax Act (or any applicable provincial legislation) or to qualify for such applicable income tax elections.

4.4

No Fractional Shares

No fractional Contango Consideration Shares or Exchangeable Shares, or certificates representing fractional Contango

Consideration Shares or Exchangeable Shares, as applicable, shall be issued to Dolly Varden Shareholders, and such fractional share interests will not entitle the owner thereof to the rights of a stockholder of Contango or shareholder of Acquiror,

as applicable. Any fractional Contango Consideration Shares or Exchangeable Shares issuable in connection with the Arrangement will be rounded down to the nearest whole number of Contango Consideration Shares or Exchangeable Shares, as applicable,

and no payment or other adjustment shall be made with respect to the fractional interest so disregarded.

4.5

Amalgamation of Acquiror and Dolly Varden

Pursuant to Section 4.1(e), Acquiror and Dolly Varden shall amalgamate to form Amalco under the BCBCA, with the effect

described below, and, unless and until otherwise determined in the manner required by Law, the following shall apply:

(a)

Name. The name of Amalco shall be Dolly Varden;

(b)

Registered Office. The registered office of Amalco shall be located in Vancouver, British Columbia.

The address of the registered office shall be Suite 3500 - 1133 Melville Street, Vancouver, British Columbia V6E 4E5;

(c)

Business and Powers. There shall be no restrictions on the business that Amalco may carry on or on

the powers it may exercise;

(d)

Authorized Share Capital. Amalco shall be authorized to issue an unlimited number of common shares

(“Amalco Common Shares”) and unlimited number of exchangeable shares (“Amalco Exchangeable Shares”);

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(e)

Share Provisions. Amalco Common Shares shall have the same terms as Acquiror Shares and Amalco

Exchangeable Shares shall have the same terms as Exchangeable Shares. Upon the Amalgamation becoming effective, Exchangeable Shares shall become Amalco Exchangeable Shares with identical rights, privileges, restrictions and conditions, and that all

related agreements, including the Exchangeable Share Support Agreement and the Voting and Exchange Trust Agreement to which Acquiror is a party shall remain in full force with references updated to Amalco;

(f)

Number of Directors. The number of directors of Amalco shall not be less than 1 and not more than 10,

and otherwise as the shareholders of Amalco may from time to time determine by special resolution;

(g)

First Directors. The first director(s) of Amalco shall be ●;

(h)

Notice of Articles and Articles. The notice of articles and articles of Amalco shall be the same as

the notice of articles and articles of Acquiror;

(i)

First Annual General Meeting. The first annual general meeting of Amalco shall be held within 18

months from the Effective Date;

(j)

Capital. The capital of the issued and outstanding Amalco Common Shares shall be equal to the capital

of the issued and outstanding Acquiror Shares immediately before the Amalgamation. The capital of the issued and outstanding Amalco Exchangeable Shares shall be equal to the capital of the issued and outstanding Exchangeable Shares of Acquiror

immediately before the Amalgamation; and

(k)

Effect of Amalgamation. Upon the Amalgamation becoming effective:

(i)

the properties, rights and interests of Acquiror and Dolly Varden shall continue to be the properties,

rights and interests of Amalco;

(ii)

Amalco shall continue to be liable for the obligations of Acquiror and Dolly Varden;

(iii)

all existing causes of action, claims or liabilities to prosecution with respect to Acquiror and Dolly

Varden shall be unaffected;

(iv)

all civil, criminal or administrative actions or proceedings pending by or against Acquiror and Dolly Varden

may be continued to be prosecuted by or against Amalco; and

(v)

all convictions against, or rulings, orders or judgments in favour of or against Acquiror and Dolly Varden

may be enforced by or against Amalco.

ARTICLE 5

EXCHANGE OF CERTIFICATES AND DELIVERY OF CONSIDERATION

5.1

Delivery of Consideration

(a)

At or prior to the Effective Time, Contango or Acquiror shall deposit or cause to be deposited with the

Depositary, for the benefit of each Dolly Varden Shareholder (other than the Dissenting Shareholders in respect of their applicable Dolly Varden Shares), Contango Consideration Shares and Exchangeable Shares to which each such Dolly Varden

Shareholder is entitled pursuant to Section 4.1(b) andSection 4.1(c), as applicable, upon the transfer of Dolly Varden Shares in accordance with those Sections, which Contango Consideration Shares and Exchangeable Shares shall be held by the

Depositary, following the Effective Time, as agent and nominee for such former Dolly Varden

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Shareholders for distribution to such former holders in accordance with the provisions of this Article 5.

(b)

Upon surrender by a Dolly Varden Shareholder (other than a Dissenting Shareholder) to the Depositary of a

certificate which immediately prior to the Effective Time represented one or more Dolly Varden Shares, together with a duly completed and executed Letter of Transmittal and Election Form and any other documents reasonably requested by Contango,

Callco, Acquiror or the Depositary (or, if such Dolly Varden Shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such Dolly Varden Shares on a book-entry account

statement, it being understood that any reference herein to “certificates” shall be deemed to include references to book-entry account statements relating to the ownership of Dolly Varden Shares), the registered Holder of such

surrendered certificate(s) of Dolly Varden Shares shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Dolly Varden Shareholder, as soon as practicable after the Effective Time, the Consideration Shares that

such Dolly Varden Shareholder has the right to receive pursuant to Section 4.1(b) or Section 4.1(c) or those Amalco Exchangeable Shares which such Dolly Varden Shareholder has the right to receive pursuant to Section 4.1(e), less any

amounts withheld pursuant to Section 5.5, and any certificate of Dolly Varden Shares so surrendered shall forthwith be cancelled.

(c)

Until surrendered for cancellation as contemplated by this Section 5.1, each certificate that

immediately prior to the Effective Time represented one or more Dolly Varden Shares (other than Dolly Varden Shares held by Contango, Callco, Acquiror, any of their respective Subsidiaries or a Dissenting Shareholder) shall be deemed at all times

after the Effective Time to represent only the right to receive upon such surrender the Consideration Shares or Amalco Exchangeable Shares that the holder of such certificate is entitled to receive in the manner contemplated by this

Section 5.1, less any amounts withheld pursuant to Section 5.5.

(d)

In the event of the surrender of a certificate of Dolly Varden Shares that is not registered in the transfer

records of Dolly Varden under the name of the Person surrendering such certificate, the Consideration to which the registered Holder is entitled pursuant to Section 4.1 or Amalco Exchangeable Shares in respect thereof following the completion

of Section 4.1(e) shall be delivered to such a transferee if such certificate is presented to the Depositary and such certificate is duly endorsed or is accompanied by all documents required to evidence and effect such transfer and to evidence

to the satisfaction of Acquiror that (i) any applicable stock transfer Taxes or any other Taxes required by reason of such payments being made in a name other than the registered Holder have been paid or (ii) no such Taxes are payable.

(e)

Any portion of the Consideration Shares deposited with the Depositary that remains unclaimed by the Holders

and other eligible Persons in accordance with this Article 5 following one year after the Effective Time (i) if those Consideration Shares are Contango Consideration Shares, shall be delivered to Contango and (ii) if such Consideration

Shares have, in accordance with Section 4.1(e), become Amalco Exchangeable Shares, shall be delivered to Amalco; and any Holder who has not previously complied with this Article 5 shall thereafter look only to Contango, for any such

Consideration Shares that are Contango Consideration Shares and Amalco, and if applicable, Callco, for any such Consideration Shares that are Amalco Exchangeable Shares, and, subject to Section 5.4, Contango, Amalco, and Callco, as applicable,

shall remain liable for, satisfaction of such Holder’s claim for delivery under this Section 5.1 of any Consideration Shares.

5.2

Distributions with respect to Unsurrendered Certificates

(a)

No dividends or other distributions declared or made after the Effective Time with respect to Dolly Varden

Shares with a record date after the Effective Time shall be delivered to the Holder of any unsurrendered certificate which immediately prior to the Effective Time represented outstanding Dolly Varden Shares that were transferred pursuant to

Section 4.1.

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(b)

No dividends or other distributions declared or made after the Effective Time with respect to Contango

Consideration Shares or Exchangeable Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Dolly Varden Shares that

were transferred pursuant to Section 4.1 unless and until the holder of such certificate shall have complied with the provisions of Section 5.1 or Section 5.3. Subject to applicable Law and to Section 5.5, at the time of such

compliance, there shall, in addition to the delivery of Consideration or, following the completion of the transactions in Section 4.1(e), the Amalco Exchangeable Shares, as applicable, to which the holder is entitled in respect of such

Consideration, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Contango Consideration Shares, Exchangeable Shares or

Amalco Exchangeable Shares.

5.3

Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Dolly Varden

Shares that were transferred pursuant to Section 4.1 is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for

such lost, stolen or destroyed certificate, the Consideration that such Holder has the right to receive in accordance with Section 4.1 or, following the completion of the transactions in Section 4.1(e), Amalco Exchangeable Shares, as

applicable, to which the Holder is entitled in respect of such Consideration, deliverable in accordance with such Holder’s Letter of Transmittal and Election Form. When authorizing such exchange for any lost, stolen or destroyed certificate,

the Person to whom such Consideration or Amalco Exchangeable Share is to be delivered shall, as a condition precedent to the delivery of such Consideration or Amalco Exchangeable Share, give a bond satisfactory to Dolly Varden, Acquiror, Amalco,

Callco and the Depositary (each acting reasonably) or otherwise indemnify Dolly Varden, Acquiror, Amalco, Callco and their respective Affiliates in a manner satisfactory to Dolly Varden, Acquiror, Amalco and Callco (each acting reasonably) against

any claim that may be made against Dolly Varden, Acquiror, Amalco and Callco or their respective Affiliates with respect to the certificate alleged to have been lost, stolen or destroyed.

5.4

Extinction of Rights

Any certificate which immediately prior to the Effective Time represented outstanding Dolly Varden Shares that were transferred

pursuant to Section 4.1, and not duly surrendered, with all other instruments required by Section 5.1, on or prior to the sixth (6th) anniversary of the Effective Date shall cease to represent a claim or interest of any former Dolly Varden

Shareholder of any kind or nature against Dolly Varden, Acquiror, Amalco, Callco and Contango or any of their respective Affiliates. On such date, all Consideration or Amalco Exchangeable Shares to which the former Holder of the certificate referred

to in the preceding sentence was ultimately entitled shall be deemed to have been surrendered for no consideration to Acquiror, Amalco or Contango, as applicable, by the Depositary and Contango Consideration Shares and Exchangeable Shares forming

part of the Consideration or Amalco Exchangeable Shares, as applicable, shall be deemed to be cancelled for nil consideration.

5.5

Withholding Rights

Notwithstanding anything to the contrary contained herein, each of Dolly Varden, Acquiror, Amalco, Callco, Contango, the

Depositary and their respective agents, as applicable (in this section, the “payor”), shall each be entitled to deduct and withhold from any consideration or other amount payable (whether in cash or in kind, and including for

avoidance of doubt the Consideration Shares) or otherwise deliverable to any Person hereunder (including any payment to Dissenting Shareholders) such amounts that are required to be deducted or withheld therefrom under any applicable Law in respect

of Taxes. For the purposes hereof, all such deducted or withheld amounts shall be treated as having been paid to the Person of which such deduction or withholding was made on account of the obligation to make payment to such Person thereunder,

provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity when required by Law by, or on behalf of, the payor.

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5.6

No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any and all Liens or

other claims of third parties of any kind.

5.7

Paramountcy

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all

securities of Dolly Varden issued and outstanding prior to the Effective Time, including Dolly Varden Shares, Dolly Varden Options and Dolly Varden RSUs; (b) the rights and obligations of the holders (registered or beneficial) of such

securities, Dolly Varden, Acquiror, Amalco, Callco, Contango and their respective Affiliates, the Depositary and any transfer agent or other depositary therefor in relation to this Plan of Arrangement shall be solely as provided for in this Plan of

Arrangement; and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any securities of Dolly Varden are deemed to have been settled,

compromised, released and determined without liability except as set forth herein and in the Arrangement Agreement.

5.8

Shares Fully Paid

All Consideration Shares issued pursuant to this Plan of Arrangement shall be fully paid and

non-assessable, and Contango and Acquiror, respectively, shall be deemed to have received the full consideration therefor.

ARTICLE 6

RIGHTS

OF DISSENT

6.1

Rights of Dissent

Pursuant to the Interim Order, registered Holders of Dolly Varden Shares as of the record date for Dolly Varden Meeting may

exercise rights of dissent with respect to all Dolly Varden Shares held by such registered Holder (“Dissent Rights”) in connection with the Arrangement pursuant to and in strict compliance with the procedures forth in Sections 237

to 247 of the BCBCA as modified by this Article 6, as the same may be modified by the Interim Order and the Final Order; provided that, notwithstanding Subsection 242(1)(a) of the BCBCA, the written objection to the Dolly Varden Resolution

referred to in Subsection 242(1)(a) of the BCBCA must be received by Dolly Varden c/o Stikeman Elliott LLP, Suite 1700 – 666 Burrard Street, Vancouver, BC, V6C 2X8, Attention: Victor Gerchikov, not later than 11:00 a.m. (Vancouver Time) on the

date that is two (2) Business Days immediately prior to Dolly Varden Meeting (as it may be adjourned or postponed from time to time). Holders of Dolly Varden Shares who duly exercise Dissent Rights and who:

(a)

are ultimately determined to be entitled to be paid by Dolly Varden (using its own funds and not funds

provided directly or indirectly by Contango, Acquiror or any of their respective Affiliates) the fair value for their Dolly Varden Shares shall: (i) be deemed to have transferred such Dolly Varden Shares (free and clear of all Liens) to Dolly

Varden in accordance with, and as of the time stipulated in, Section 4.1(a); (ii) in respect of such Dolly Varden Shares, be deemed to not have participated in the transactions in Article 4 (other than Section 4.1(a)); (iii) be entitled to

be paid, subject to Section 5.5, the fair value of such Dolly Varden Shares by Dolly Varden which fair value, notwithstanding anything to the contrary contained in the BCBCA, shall be determined as of the close of business on the day before the

Dolly Varden Resolution was adopted at Dolly Varden Meeting; and (iv) not be entitled to any other payment or consideration, including any payment or consideration that would be payable under the Arrangement had such Holders not exercised their

Dissent Rights in respect of such Dolly Varden Shares; or

(b)

are ultimately determined not to be entitled, for any reason, to be paid by Dolly Varden or Amalco as

successor to Dolly Varden fair value for their Dolly Varden Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, in respect of such Dolly Varden Shares

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on the same basis and at the same time as a Holder of Dolly Varden Shares that is not a Dissenting Shareholder and who did not deposit with the Depositary a duly completed Letter of Transmittal

and Election Form prior to the Election Deadline (and shall be entitled to receive the Contango Consideration Shares in the same manner as such Holders).

6.2

Recognition of Dissenting Shareholders

(a)

In no case shall Dolly Varden, Acquiror, Amalco, Callco, Contango, the Depositary or any other Person be

required to recognize such Dissenting Shareholders as registered or beneficial Holders of Dolly Varden Shares in respect of which Dissent Rights are sought to be exercised after the time stipulated in Section 4.1(a), and the names of such

Dissenting Shareholders shall be deleted from the register of Holders of Dolly Varden Shares at the time stipulated in Section 4.1(a) and Dolly Varden, or Amalco as successor to Dolly Varden shall be the holder of Dolly Varden Shares so

transferred and shall be deemed the legal and beneficial owner thereof free and clear of any Liens immediately following the completion of the transactions contemplated by Section 4.1.

(b)

In no circumstances shall Dolly Varden, Acquiror, Amalco, Callco, Contango, the Depositary or any other

Person be required to recognize a Person exercising Dissent Rights:

(i)

unless, as of record date of the Dolly Varden Meeting and the deadline for exercising Dissent Rights (as set

forth in Section 6.1), such Person is the registered Holder of those Dolly Varden Shares in respect of which such Dissent Rights are sought to be exercised;

(ii)

if such Person has voted or instructed a proxy holder to vote such Dolly Varden Shares in favor of the Dolly

Varden Resolution; or

(iii)

unless such Person has strictly complied with the procedures for exercising Dissent Rights and does not

withdraw such exercise of Dissent Rights prior to the Effective Time.

(c)

Holders of Dolly Varden Shares who withdraw, or are deemed to withdraw, their right to exercise Dissent

Rights shall be deemed to have participated in the Arrangement, as of the Effective Time, in respect of such Dolly Varden Shares on the same basis and at the same time as a Holder of Dolly Varden Shares who is not a Dissenting Shareholder, who did

not deposit with the Depositary a duly completed Letter of Transmittal and Election Form prior to the Election Deadline or who have not otherwise made an election to receive Exchangeable Shares in a manner that is reasonably acceptable to Contango

and Dolly Varden prior to the Effective Time (and shall be entitled to receive the Contango Consideration Shares in the same manner as such Holders).

(d)

In addition to any other restrictions in the Interim Order or the BCBCA, none of the following shall be

entitled to exercise Dissent Rights: (i) holders of Dolly Varden Options, or (ii) holders of Dolly Varden RSUs (in each case, in their capacity as holders of Dolly Varden Options or Dolly Varden RSUs, as applicable).

ARTICLE 7

AMENDMENTS

7.1

Amendments

(a)

Dolly Varden, Acquiror, Callco and Contango reserve the right to amend, modify and/or supplement this Plan

of Arrangement at any time and from time to time prior to the Effective Time provided that any such amendment, modification, and/or supplement must be (i) set out in writing, (ii) approved by Dolly Varden, Acquiror, Callco and Contango (in

each case, acting reasonably), (iii) filed with the Court and, if made after Dolly Varden Meeting, approved by the Court subject to such

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conditions as the Court may impose, and (iv) communicated to Dolly Varden Shareholders if and as required by the Court.

(b)

Any amendment, modification and/or supplement to this Plan of Arrangement may be proposed by Dolly Varden,

Acquiror, Callco, or Contango at any time prior to or at Dolly Varden Meeting (provided that, in the case of any proposed amendment, modification and/or supplement proposed by Acquiror, Callco, or Contango, Dolly Varden (subject to the Arrangement

Agreement) shall have consented thereto and, in the case of any proposed amendment, modification and/or supplement proposed by Dolly Varden, Acquiror, Callco, and Contango (subject to the Arrangement Agreement) shall have consented thereto) with or

without any other prior notice or communication and, if so proposed and accepted by the Persons voting at Dolly Varden Meeting, shall become part of this Plan of Arrangement for all purposes.

(c)

Any amendment, modification and/or supplement to this Plan of Arrangement that is approved or directed by

the Court following Dolly Varden Meeting shall be effective only if (i) it is consented to by each of Dolly Varden, Acquiror, Callco, and Contango (in each case, acting reasonably) and (ii) if such consent is required by the Court, it is

consented to by Dolly Varden Shareholders voting in the manner directed by the Court.

(d)

Any amendment, modification or supplement to this Plan of Arrangement may be made following Dolly Varden

Meeting without filing such amendment, modification or supplement with the Court or seeking Court approval, provided that it concerns a matter which, in the reasonable opinion of Dolly Varden, Acquiror, Callco, and Contango, is of an administrative

nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interest of any holder of Dolly Varden Shares, Dolly Varden Options or Dolly Varden RSUs.

7.2

Termination

This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement

Agreement.

ARTICLE 8

FURTHER ASSURANCES

8.1

Assurances

Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur in the order set out in this

Plan of Arrangement without any further authorization, act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers,

assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

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SCHEDULE B

DOLLY VARDEN RESOLUTION

ARRANGEMENT RESOLUTION

RESOLUTION OF THE SHAREHOLDERS

OF Dolly Varden

BE IT RESOLVED AS A

SPECIAL RESOLUTION THAT:

(1)

The arrangement (as it may be modified or amended, the “Arrangement”) under Division 5 of

Part 9 of the Business Corporations Act (British Columbia) involving Dolly Varden Silver Corporation (the “Company”), pursuant to the arrangement agreement between the Company, Contango ORE, Inc.

(“Contango”), and 1566004 B.C. Ltd., a wholly-owned indirect subsidiary of Contango, dated December 7, 2025, as amended and restated on February 11, 2026, as it may be modified, supplemented or amended from time to

time in accordance with its terms (the “Arrangement Agreement”), as more particularly described and set forth in the management information circular of the Company dated February 11, 2026 (the “Circular”),

and all transactions contemplated thereby, are hereby authorized, approved and adopted.

(2)

The plan of arrangement of the Company, as it has been or may be modified, supplemented or amended in

accordance with the Arrangement Agreement and its terms (the “Plan of Arrangement”), the full text of which is set out as Appendix “A” to the Circular, is hereby authorized, approved and adopted.

(3)

The: (i) Arrangement Agreement and all the transactions contemplated therein; (ii) actions of the

directors of the Company in approving the Arrangement and the Arrangement Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and any modifications, supplements or

amendments thereto, and causing the performance by the Company of its obligations thereunder, are hereby confirmed, ratified, authorized and approved.

(4)

The Company is hereby authorized to apply for a final order from the Supreme Court of British Columbia (the

“Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be, or may have been, modified, supplemented or amended).

(5)

Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed to) by

securityholders of the Company or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered without further notice to or approval of any securityholders of the Company (i) to amend the

Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or Plan of Arrangement and (ii) not to proceed with the Arrangement at any time prior to the Effective Time (as defined in the Arrangement

Agreement).

(6)

Any one director or officer of the Company is hereby authorized, empowered and instructed, acting for, in

the name and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and

things as in such person’s opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the

execution and delivery of such document or the doing of such act or thing.

SCHEDULE C

KEY REGULATORY APPROVALS

Approval of the TSXV

Approval of the NYSE American

SCHEDULE D

KEY THIRD PARTY CONSENTS

Contango lender’s consent from Macquarie Bank Limited and ING Capital LLC with respect to the Credit

and Guarantee Agreement.

SCHEDULE E

EXCHANGEABLE SHARE TERM SHEET

(see attached)

Exchangeable Shares - Term Sheet

Issuer

1566004 B.C. Ltd., a British Columbia corporation, and its successors or assigns (“Acquiror”), is an

indirect wholly-owned subsidiary of Contango ORE, Inc. (“Parent”) and a direct wholly-owned subsidiary of Callco.

Callco

1566002 B.C. Unlimited Liability Company (“Callco”), a British Columbia unlimited liability company, is

a direct wholly-owned subsidiary of Parent.

Exchangeable Shares

The exchangeable shares of Acquiror (the “Exchangeable Shares”) will at all times carry, as nearly as

possible, equivalent economic entitlements to those of the Parent common stock (“Parent Shares”), for which they are exchangeable on a one-for-one

basis (subject to adjustment) and will be retractable or redeemable on the terms described herein.

Holders

Former eligible shareholders of Dolly Varden Silver Corporation (“Company”) who elect and are permitted

to receive Exchangeable Shares in lieu of shares of the Parent Shares pursuant to the arrangement (“Holders”).

Eligible shareholders of the Company will be limited to a shareholder that is (i) a resident of Canada for purposes of

the Income Tax Act (Canada) (the “Tax Act”) and not exempt from tax under Part I of the Tax Act or (ii) a “Canadian partnership” within the meaning of the Tax Act, other than a Canadian partnership all the

members of which are exempt from tax under Part I of the Tax Act.

Ranking

The Exchangeable Shares shall be entitled to a preference over the common shares of Acquiror and any other shares ranking

junior to the Exchangeable Shares with respect to (i) the payment of dividends or other distributions, and (ii) the distribution of assets in the event of the liquidation, dissolution or winding-up

of Acquiror, whether voluntary or involuntary, or any other distribution of the assets of Acquiror among its shareholders for the purpose of winding up its affairs, in each case, as and to the extent provided therefor in the terms attaching to the

Exchangeable Shares.

Dividends

If and when Parent declares and pays any dividend or distribution in respect of Parent Shares, Acquiror shall, subject to

applicable law, contemporaneously declare and pay an equivalent dividend or distribution on Exchangeable Shares, determined on an ‘as-exchanged’ basis.

Retraction (Holders)

Subject to the overriding call rights described under ‘Call Rights’ below, each Holder will be entitled to have

Acquiror redeem such Holder’s Exchangeable Shares, in whole or in part, at any time and from time to time (including at a time immediately prior to an insolvency event of Parent, liquidation event of Parent, or certain fundamental transactions

involving Parent), for the Exchange Price. Customary overriding put rights to put the Exchangeable Shares to Parent (or its designee) to avoid redemption will be granted to the Holders.

The “Exchange Price” for each Exchangeable Share will be (i) that number of Parent Shares equal to

the Exchange Ratio (subject to adjustment), plus (ii) the declared and unpaid dividends on such Exchangeable Share, if any.

The “Exchange Ratio” shall be equal to 1.00000 at the time of the execution of the arrangement agreement

and shall be cumulatively adjusted from time to time thereafter as described under “Anti-Dilution” below.

E-2

Redemption (Issuer)

Subject to the overriding call rights described under ‘Call Rights’ below, Acquiror will have a right to redeem

Exchangeable Shares upon proper notice to the Holders and payment of the Exchange Price per share, upon the following events:

•

Equity threshold – where the number of Exchangeable Shares issued and outstanding is less than 5% of the number of Exchangeable Shares issued

and outstanding on the effective date of the arrangement.

•

Parent Extraordinary Transaction – upon certain fundamental transactions involving Parent, including specified change of control transactions,

a sale of all or substantially all the assets of Parent, a liquidation of Parent and similar transactions.

•

Sunset date – 5 years from the effective date of the arrangement.

Liquidation

Acquiror will not initiate the voluntary liquidation, dissolution or winding up of Acquiror without the approval of Holders

of Exchangeable Shares by way of a special resolution.

In the event of the liquidation, dissolution or winding-up of Acquiror or any other

distribution of its assets among its shareholders for the purpose of winding-up its affairs (voluntary or involuntary) the Holders will be entitled to receive the Exchange Price, in priority to any liquidating

distributions made by Acquiror on its common shares.

Prior to the relevant Acquiror liquidation event, the Holders will be entitled to exercise their retraction

right.

Liquidation rights shall be subject to the overriding call rights described under ‘Call Rights’

below.

Call Rights

Parent will hold certain overriding call rights (including in connection with a retraction, redemption, liquidation or

change in law), which it will exercise directly or indirectly through Callco. Parent and Callco will have the overriding ability to acquire the Exchangeable Shares that are the subject of a retraction, a redemption, or any liquidating distribution,

prior to the completion of the retraction, redemption, or liquidating distribution. Where such call rights are exercised, Parent or Callco will acquire the relevant Exchangeable Shares from the relevant Holder in exchange for the Exchange

Price.

Voting

Holders shall not be entitled to receive notice of and attend any meeting of the shareholders of Acquiror or vote at any

such meeting, other than as required by law.

Parent, Callco, Acquiror and an independent trust company (the “Trustee”) will enter into a Voting and Exchange

Trust Agreement. Parent will issue a share of special, preferred voting stock (“Special Voting Share”) to the Trustee, to be held by the Trustee for and on behalf of the Holders.

The aggregate voting rights attached to the Special Voting Share at a meeting of stockholders of Parent shall be equivalent

to the votes attributable to the Parent Shares underlying the then outstanding Exchangeable Shares on an ‘as-exchanged’ basis. The Trustee will exercise each vote attached to the Special Voting

Share only as directed by the relevant Holder and, in the absence of

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instructions from a Holder, the Trustee will not have or exercise voting rights with respect to such Holder’s

Exchangeable Shares.

The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be amended, added to, changed

or removed only with the approval of the Holders of two-thirds of the Exchangeable Shares (excluding Exchangeable Shares held by Parent or any of its subsidiaries).

Anti-Dilution

Exchangeable Share terms will have provisions to ensure the economic equivalency of the exchange rights which will be

adjusted for stock splits; consolidations; reclassifications; mergers; reorganizations and similar events affecting Parent Shares.

Stock Exchange Listing

Exchangeable Shares will not be listed.

Support Agreement

Parent, Callco and Acquiror will be party to an Exchangeable Share Support Agreement (the “Support

Agreement”).

The Support Agreement will include support covenants from Parent, Callco and Acquiror (i) to ensure the various rights

and obligations can be performed in respect of the Exchangeable Shares and (ii) to maintain the economic equivalence of the Exchangeable Shares with Parent Shares at all times.

Parent will also agree that, at all times when there are Exchangeable Shares outstanding, Parent will (i) cause there

to be an effective registration statement registering the issuance of the Parent Shares issuable upon exchange of the Exchangeable Shares under the U.S. Securities Act of 1933 and (ii) cause there to be a sufficient number of Parent Shares

reserved for issuance pursuant to the exchange of the Exchangeable Shares.

Documentation Principles

The Exchangeable Share documentation will be materially consistent with comparable precedent exchangeable share

transactions in Canada, except as set out in this Term Sheet.

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EX-3.1

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EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

CERTIFICATE OF

INCORPORATION

CONTANGO ORE, INC.

Contango ORE, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of

the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows pursuant to Section 242 of the DGCL:

FIRST: This Certificate of Amendment (this “Certificate of Amendment”) amends the Certificate of

Incorporation of the Corporation, which was originally filed in the Office of the Secretary of State of the State of Delaware on September 1, 2010, as previously amended by that certain Certificate of Amendment filed with the Secretary of State

of the State of Delaware on or about December 14, 2020 (as so amended, the “Certificate of Incorporation”).

SECOND: The Board of Directors of the Corporation (the “Board”), acting in accordance with the

provisions of Section 242 of the DGCL, duly adopted resolutions setting forth an amendment to the Certificate of Incorporation of the Corporation to (i) change the name of the Corporation to “Contango Silver & Gold

Inc.” and (ii) increase the total number of authorized shares of Common Stock of the Corporation. The resolutions declared said amendment to be advisable and in the best interests of the Corporation and its stockholders and directed that

the proposed amendment to Article IV be submitted to the stockholders of the Corporation for their approval.

THIRD: that the text of Article I of the Corporation’s Certificate of Incorporation hereby is amended by deleting

the text of Article I in its entirety and substituting the following new sentence in its place:

“The name of the

Corporation is “Contango Silver & Gold Inc.””

FOURTH: The amendment to Article I was

approved by the Board by unanimous written consent on March 25, 2026 in accordance with Section 242 of the DGCL.

FIFTH: that the second sentence of Article IV of the Corporation’s Certificate of Incorporation, be, and hereby

is amended by deleting the second sentence thereof in its entirety and substituting the following new second sentence in its place:

“The number of shares of all classes of stock which the Corporation shall have authority to issue is two hundred

sixty-five million (265,000,000) shares, consisting of (i) two hundred fifty million (250,000,000) shares of Common Stock, par value $0.01 per share (the “Common Stock”), and (ii) fifteen million (15,000,000) shares of

Preferred Stock, par value $0.01 per share (the “Preferred Stock”).”

SIXTH: The amendment

to Article IV was submitted to the stockholders of the Corporation for their approval at the Special Meeting of Stockholders held on March 17, 2026 (the “Special Meeting”). Such amendment was duly approved by the affirmative

vote of a majority of the votes cast on the proposal at the Special Meeting in accordance with Section 242 of the DGCL.

SEVENTH: This Certificate of Amendment shall become effective as of 3:02 a.m., Eastern Time, on March 26,

2026.

EIGHTH: Except as amended hereby, the Certificate of Incorporation shall remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment

to be executed by its duly authorized officer this 25th day of March, 2026.

CONTANGO ORE, INC.

By:

/s/ Rick Van Nieuwenhuyse

Name:

Rick Van Nieuwenhuyse

Title:

President and Chief Executive Officer

EX-3.2

Filename: d124597dex32.htm · Sequence: 4

EX-3.2

Exhibit 3.2

CERTIFICATE OF DESIGNATION

PREFERENCES, RIGHTS

AND LIMITATIONS

SERIES A SPECIAL VOTING PREFERRED STOCK

CONTANGO ORE, INC.

Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Contango ORE, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation

Law of the State of Delaware (the “DGCL”), hereby certifies as follows pursuant to Section 151 of the DGCL and in accordance with Section 103 of the DGCL:

WHEREAS, the Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”),

authorizes the issuance of up to 15,000,000 shares of preferred stock, par value $0.01 per share, of the Corporation (“Preferred Stock”) in one or more series, which Preferred Stock shall consist of such number of shares and have

such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, as shall be stated in a

resolution or resolutions providing for the issuance of such series adopted by the Board of Directors of the Corporation (the “Board of Directors”) from time to time prior to the issuance of any shares thereof;

AND WHEREAS, it is the desire of the Board of Directors to establish and fix the number of shares to be included in a new series of

Preferred Stock and the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions of the shares of such new series.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issue of a series of Preferred Stock and does

hereby in this Certificate of Designation (this “Certificate of Designation”) establish and fix and herein state and express the designations, preferences and relative, participating, optional or other special rights, and the

qualifications, limitations or restrictions of such series of Preferred Stock as follows:

TERMS OF SPECIAL VOTING PREFERRED STOCK

Section 1. Designation, Amount and Par Value. The series of Preferred Stock shall be designated as Series A Special

Voting Preferred Stock (the “Special Voting Share”) and the number of shares so designated shall be one (1). The outstanding Special Voting Share shall have a par value of $0.01 per share.

Section 2. Dividends. The holder of record of the Special Voting Share shall not be entitled to receive any dividends declared and

paid by the Corporation.

Section 3. Voting Rights.

(a) The holder of record of the Special Voting Share, except as otherwise required under applicable law or as set forth in

subparagraph (b) below, shall not be entitled to vote on any matter required or permitted to be voted upon by the stockholders of the Corporation.

(b) With respect to all meetings of the stockholders of the Corporation at which the holders of the Corporation’s common

stock, par value $0.01 per share, are entitled to vote (each, a “Stockholder Meeting”) and with respect to any action by written consent by the holders of such common stock (each, a “Stockholder Consent”), the

holder of the Special Voting Share shall vote together with the holders of such common stock as a single class except as otherwise required under applicable law, and the holder of the Special Voting Share shall be entitled to cast on such matter a

number of votes equal to the number of Exchangeable Shares (the “Exchangeable Shares”) of 1566004 B.C. Ltd., a company existing under the laws of the Province of British Columbia, or any successor thereto by amalgamation or

otherwise (the “Acquiror”), outstanding as of the record date for determining stockholders entitled to vote at such Stockholder Meeting or in connection with the applicable Stockholder Consent (i) that are not owned by the

Corporation or its affiliates and (ii) as to which the holder of the Special Voting Share has received

voting instructions from the holders of such Exchangeable Shares in accordance with the Voting and Exchange Trust Agreement (the “Exchange Agreement”) to be entered into among

the Corporation, 1566002 B.C. Unlimited Liability Company, Acquiror and the Trustee agent thereunder (the “Trustee”).

Section 4. Liquidation. Subject to the rights of any other class or series of capital stock of the Corporation, upon any

liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holder of record of the Special Voting Share, as such, shall be entitled to receive $0.01 (payable out of funds legally available therefor) before any

distribution or payment shall be made to the holders of the Corporation’s common stock, par value $0.01 per share.

Section 5.

Other Provisions.

(a) The holder of record of the Special Voting Share shall not have any rights hereunder to

convert such share into, or exchange such share for, shares of any other series or class of capital stock of the Corporation.

(b) The Trustee shall exercise the voting rights attached to the Special Voting Share pursuant to and in accordance with the

Exchange Agreement. The voting rights attached to the Special Voting Share shall terminate pursuant to and in accordance with the Exchange Agreement.

(c) At such time as the Special Voting Share has no votes attached to it, the Special Voting Share shall be automatically

cancelled and shall not be reissued as a Special Voting Share. Any Special Voting Share so cancelled shall, upon its cancellation, and upon the taking of any action required by law, become an authorized but unissued share of Preferred Stock

undesignated as to series and may be reissued a part of a new series of Preferred Stock, subject to the conditions and restrictions set forth in the Certificate of Incorporation or imposed by the DGCL.

(d) This Certificate of Designation shall be effective upon filing.

Section 6. No Other Rights or Privileges. Except as specifically set forth herein, the holder of the Special Voting Share shall

have no other rights, privileges or preferences with respect to the Special Voting Share.

RESOLVED, FURTHER, that the Chairman,

the president or any vice-president, and the secretary or any assistant secretary, of the Corporation be and they hereby are authorized and directed to prepare and file this Certificate of Designation of Preferences, Rights and Limitations in

accordance with the foregoing resolution and the provisions of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this

Certificate of Designation to be signed and attested by its duly authorized officer this 25th day of March, 2026.

CONTANGO ORE, INC.

By:

/s/ Rick Van Nieuwenhuyse

Name:

Rick Van Nieuwenhuyse

Title:

President and Chief Executive Officer

EX-4.1

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EX-4.1

Exhibit 4.1

EXCHANGEABLE SHARE SUPPORT AGREEMENT

THIS EXCHANGEABLE SHARE SUPPORT AGREEMENT made as of March 26, 2026 among Contango ORE, Inc., a corporation

existing under the laws of the State of Delaware (“Contango”), 1566002 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws British Columbia (“CallCo”) and 1566004 B.C. Ltd.,

a company existing under the laws of British Columbia (the “Acquiror”).

RECITALS:

In connection with an arrangement agreement (the “Arrangement Agreement”) dated

December 7, 2025 between Contango, the Acquiror and Dolly Varden Silver Corporation (the “Company”), the Acquiror is to issue exchangeable shares (the “Exchangeable Shares”) to certain holders of common

shares of the Company pursuant to an arrangement under Division 5 of Part 9 of the BCBCA (the “Arrangement”) on the terms and conditions set out in the Plan of Arrangement.

Pursuant to the Arrangement Agreement, and as a step in the Plan of Arrangement, Contango, CallCo and the

Acquiror are required to enter into an exchangeable share support agreement (this “Agreement”).

In connection with the Plan of Arrangement, it is necessary and advisable to provide Contango and CallCo

with the rights herein with respect to the Exchangeable Shares.

In consideration of the foregoing and the mutual

agreements contained herein and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged), the parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

AND INTERPRETATION

1.1 Defined Terms. In this Agreement, each capitalized term used and not otherwise defined herein

shall have the meaning ascribed thereto in the rights, privileges, restrictions and conditions (collectively, the “Exchangeable Share Provisions”) attaching to the Exchangeable Shares as set out in the articles of the

Acquiror.

1.2 Interpretation Not Affected by Headings. The division of this Agreement into Articles,

Sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the contrary intention appears, references in this

Agreement to an Article, Section, subsection, paragraph or Schedule by number or letter or both refer to the Article, Section, subsection, paragraph or Schedule, respectively, bearing that designation in this Agreement.

1.3 Number and Gender. In this Agreement, unless the contrary intention appears, words importing the singular include the plural

and vice versa, and words importing gender shall include all genders.

1.4 Date of any Action. If the date on which any

action is required to be taken hereunder by any Person is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day. References to time are to local time, Vancouver, British Columbia, Canada,

unless otherwise specified.

1.5 Statutes. Any reference to a statute refers to such statute and all rules

and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

1.6 Other Definitional and Interpretative Provisions.

(1)

References in this Agreement to the words “include”, “includes” or

“including” shall be deemed to be followed by the words “without limitation” whether or not they are in fact followed by those words or words of like import.

(2)

References in this Agreement to any contract or agreement are to that contract or agreement as amended,

modified or supplemented from time to time in accordance with the terms hereof and thereof.

(3)

References in this Agreement to a Person includes the heirs, administrators, executors, legal personal

representatives, predecessors, successors and permitted assigns of that Person, as applicable.

ARTICLE 2

COVENANTS OF CONTANGO AND EXCHANGECO

2.1 Covenants Regarding Exchangeable Shares. So long as any Exchangeable Shares not owned by Contango or its affiliates

are outstanding, Contango shall:

(a)

not take any action that will result in the declaration or payment of any dividend or make any other

distribution on the Contango Shares unless the Acquiror shall (A) simultaneously declare or pay, as the case may be, an equivalent dividend or other distribution economically equivalent thereto (as determined in accordance with the Exchangeable

Share Provisions) on the Exchangeable Shares (an “Equivalent Dividend”), (B) in the case of a cash dividend or other distribution, receive sufficient money or other assets from Contango (through any intermediary entities) to

enable the due declaration and the due and punctual payment, in accordance with applicable law and the Exchangeable Share Provisions, of any such Equivalent Dividend, and (C) in the case of a dividend or other distribution that is a stock or

share dividend or a distribution of stock or shares, have sufficient authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law and the Exchangeable Share

Provisions, of any such Equivalent Dividend; provided however, for the avoidance of doubt, that in no event may the Acquiror elect to effect a dividend or other distribution that is a stock or share dividend or a distribution of stock or shares in

the form of cash or property other than stock or shares;

(b)

advise the Acquiror sufficiently in advance of the declaration by Contango of any dividend or other

distribution on the Contango Shares and take all such other actions as are reasonably necessary or desirable, in co-operation with the Acquiror, to ensure that (A) the respective declaration date, record

date and payment date for an Equivalent Dividend shall be the same as the declaration date, record date and payment date for the corresponding dividend or other distribution on the Contango Shares; and (B) the record date for any dividend or

other distribution declared on the Contango Shares is not less than 10 Business Days

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after the declaration date of such dividend or declaration in each case provided that, if the record date for the dividend or other distribution declared on or in respect of the Contango Shares

is more than two (2) months from the date such dividend or other distribution is paid, then the record date in connection with the payment of the dividend or other distribution declared on the Exchangeable Shares shall be two (2) months

prior to the payment of such dividend or other distribution;

(c)

take all such actions and do all such things as are reasonably necessary or desirable to enable and permit

the Acquiror, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding

Exchangeable Share upon the liquidation, dissolution or winding-up of the Acquiror, whether voluntary or involuntary, or any other distribution of the assets of the Acquiror among its shareholders for the

purpose of winding up its affairs, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by the Acquiror, as the case may be, including, without limitation, all such actions and all such

things as are necessary or desirable to enable and permit the Acquiror to deliver or cause to be delivered Contango Shares or other property to the holders of Exchangeable Shares in accordance with the provisions of Sections 27.5, 27.6 or 27.7, as

the case may be, of the Exchangeable Share Provisions;

(d)

take all such actions and do all such things as are reasonably necessary or desirable to enable and permit

the Trustee, in accordance with applicable law, to perform its obligations under the Voting and Exchange Trust Agreement, including, without limitation, all such actions and all such things as are reasonably necessary or desirable to enable and

permit the Trustee in its capacity as trustee under the Voting and Exchange Trust Agreement to exercise voting rights in respect of a Contango Meeting (as such term is defined in the Voting and Exchange Trust Agreement) as provided for therein;

(e)

take all such actions and do all such things as are necessary or desirable to enable and permit Contango or

CallCo, as the case may be, in accordance with applicable law, to perform its obligations arising upon the exercise by it of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, including,

without limitation, all such actions and all such things as are necessary or desirable to enable and permit Contango or CallCo, as the case may be, to deliver or cause to be delivered Contango Shares or other property to the holders of Exchangeable

Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, as the case may be;

(f)

take all such actions and do all such things as are reasonably necessary or desirable to enable and permit

Contango, in accordance with applicable law, to perform its obligations in connection with a Retraction Request pursuant to Section 27.6 of the Exchangeable Share Provisions and the redemption by the Acquiror pursuant to Section 27.7 of

the Exchangeable Share Provisions, including, without limitation, all such actions and all such things as are necessary or desirable to enable and permit Contango to deliver or cause to be delivered Contango Shares or other property to the holders

of Exchangeable Shares in accordance with the provisions of Sections 27.6 or 27.7 of the Exchangeable Share Provisions; and

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(g)

not and shall ensure that it and its affiliates do not exercise any voting rights as a shareholder of the

Acquiror to initiate the voluntary liquidation, dissolution or winding up of the Acquiror or any other distribution of the assets of the Acquiror among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take

any action that is designed to result in the liquidation, dissolution or winding up of the Acquiror or any other distribution of the assets of the Acquiror among its shareholders for the purpose of winding up its affairs, without the prior approval

of the holders of the Exchangeable Shares in accordance with the Exchangeable Share Provisions as long as any Exchangeable Shares are outstanding.

2.2 Segregation of Funds. Contango will cause the Acquiror to deposit a sufficient amount of funds in a separate account of the

Acquiror and segregate a sufficient amount of such other assets and property as is necessary to enable the Acquiror to pay or otherwise satisfy its obligations with respect to the Equivalent Dividend, Liquidation Amount, Retraction Price or

Redemption Price, in each case once such amounts become payable under the terms of this Agreement, the Voting and Exchange Trust Agreement or the Exchangeable Share Provisions. Once such amounts become payable, Contango will transfer such funds to

the Acquiror (through any intermediary entities) and the Acquiror will use such funds, assets and property so segregated exclusively for the payment or other satisfaction of the Equivalent Dividend and the payment or other satisfaction of the

Liquidation Amount, the Retraction Price or the Redemption Price, as applicable, net of any corresponding withholding tax obligations and for the remittance of such withholding tax obligations.

2.3 Reservation of Contango Shares. Contango hereby represents, warrants and covenants in favour of the Acquiror and CallCo that

Contango has reserved for issuance and shall, at all times while any Exchangeable Shares are outstanding, keep available, free from pre-emptive and other rights, out of its authorized and unissued capital

stock such number of Contango Shares (or other shares or securities into which Contango Shares may be reclassified or changed as contemplated by Section 2.7):

(a)

as is equal to the sum of (i) the number of Exchangeable Shares issued and outstanding from time to

time, and (ii) the number of Exchangeable Shares issuable upon the exercise of all rights to acquire Exchangeable Shares outstanding from time to time; and

(b)

as are now and may hereafter be required to enable and permit each of Contango, CallCo and the Acquiror to

meet its obligations under the Voting and Exchange Trust Agreement, the Exchangeable Share Provisions and any other security or commitment relating to the Arrangement pursuant to which Contango may now or hereafter be required to issue or cause to

be issued Contango Shares.

2.4 Notification of Certain Events. In order to assist Contango to comply with

its obligations hereunder and to permit Contango or CallCo to exercise, as the case may be, the Liquidation Call Right, the Retraction Call Right, the Change of Law Call Right or the Redemption Call Right, as applicable, the Acquiror shall notify

Contango and CallCo of each of the following events at the time set forth below:

(a)

in the event of any determination by the board of directors of the Acquiror to institute voluntary

liquidation, dissolution or winding-up proceedings with respect to the Acquiror or to effect any other distribution of the assets of the Acquiror

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among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution,

winding-up or other distribution;

(b)

promptly upon the earlier of (i) receipt by the Acquiror of notice of, and (ii) the Acquiror

otherwise becoming aware of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of the Acquiror or to effect any

other distribution of the assets of the Acquiror among its shareholders for the purpose of winding up its affairs;

(c)

immediately, upon receipt by the Acquiror of a Retraction Request;

(d)

on the same date on which notice of redemption is given to holders of Exchangeable Shares, upon the

determination of a Redemption Date in accordance with the Exchangeable Share Provisions;

(e)

as soon as practicable upon the issuance by the Acquiror of any Exchangeable Shares or rights to acquire

Exchangeable Shares (other than the issuance of Exchangeable Shares and rights to acquire Exchangeable Shares pursuant to the Arrangement); and

(f)

promptly, upon receiving notice of a Change of Law.

2.5 Delivery of Contango Shares. Upon notice from CallCo or the Acquiror of any event that requires CallCo or the Acquiror to

deliver or cause to be delivered Contango Shares to any holder of Exchangeable Shares, Contango shall forthwith issue and deliver or cause to be delivered the requisite number of Contango Shares for the benefit of CallCo or the Acquiror, as

appropriate, and CallCo or the Acquiror, as the case may be, shall forthwith cause to be delivered the requisite number of Contango Shares to be received by or for the benefit of the former holder of the surrendered Exchangeable Shares. All such

Contango Shares shall be duly authorized and validly issued as fully paid, non-assessable, free of preemptive rights and shall be free and clear of any lien, claim or encumbrance.

2.6 Qualification of Contango Shares.

(1)

Contango covenants and agrees that it will use reasonable best efforts to (A) file a registration

statement (the “Registration Statement”) on Form S-3 (or any successor or other applicable form) under the U.S. Securities Act of 1933, as amended (the “1933 Act”) to

register the Contango Shares to be issued or delivered to holders of the Exchangeable Shares by Contango or CallCo (including, for greater certainty, pursuant to the Exchange Right, as that term is defined in the Voting and Exchange Trust Agreement,

or the Automatic Exchange Right) by or as promptly as practicable after the Effective Date, and (B) cause such registration statement to become effective as promptly as practicable after such filing and to maintain the effectiveness of such

registration statement (or any appropriate replacement registration statement) for so long as any Exchangeable Shares remain outstanding. Without limiting the generality of the foregoing, Contango and CallCo each covenant and agree that it will take

all such actions and do all such things as are reasonably necessary or desirable to make such filings and seek such regulatory consents and approvals as are necessary so that the Contango Shares to be issued or delivered to holders of Exchangeable

Shares pursuant to the terms of the Exchangeable Share Provisions, the Voting and Exchange Trust Agreement and this Agreement will be offered,

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sold, issued and delivered in compliance with the 1933 Act and all applicable state securities laws, and applicable securities laws in Canada and will not be subject to any hold period as

contemplated by Rule 144 under the 1933 Act or subject to any “hold period” resale restriction under National Instrument 45-102 Resale of Securities. Contango will use its reasonable best

efforts to cause all Contango Shares to be delivered to holders of Exchangeable Shares pursuant to the terms of the Exchangeable Share Provisions, the Voting and Exchange Trust Agreement and this Agreement to be listed, quoted and posted for trading

on all stock exchanges and quotation systems on which outstanding Contango Shares have been listed by Contango and remain listed and are quoted or posted for trading at such time.

(2)

Notwithstanding any other provision of the Exchangeable Share Provisions, or any term of this Agreement, the

Voting and Exchange Trust Agreement or the Plan of Arrangement, no Contango Shares shall be issued (and Contango will not be required to issue any Contango Shares) in connection with any liquidation, dissolution or

winding-up of the Acquiror, or any retraction, redemption or any other exchange, direct or indirect, of Exchangeable Shares, if such issuance of Contango Shares would not be permitted by applicable laws.

2.7 Economic Equivalence.

(1)

So long as any Exchangeable Shares not owned by Contango or its affiliates are outstanding:

(a)

Contango shall not without the prior approval of the Acquiror and the prior approval of the holders of the

Exchangeable Shares given in accordance with Section 27.10(b) of the Exchangeable Share Provisions:

(i)

issue or distribute Contango Shares (or securities exchangeable for or convertible into or carrying rights

to acquire Contango Shares) to the holders of all or substantially all of the then outstanding Contango Shares by way of stock or share dividend or other distribution, other than an issue of Contango Shares (or securities exchangeable for or

convertible into or carrying rights to acquire Contango Shares) to holders of Contango Shares (A) who exercise an option to receive dividends in Contango Shares (or securities exchangeable for or convertible into or carrying rights to acquire

Contango Shares) in lieu of receiving cash dividends, or (B) pursuant to any dividend reinvestment plan or scrip dividend or similar arrangement; or

(ii)

issue or distribute rights, options or warrants to the holders of all or substantially all of the then

outstanding Contango Shares entitling them to subscribe for or to purchase Contango Shares (or securities exchangeable for or convertible into or carrying rights to acquire Contango Shares); or

(iii)

issue or distribute to the holders of all or substantially all of the then outstanding Contango Shares

(A) shares or securities of Contango of any class other than Contango Shares (or securities convertible into or exchangeable for or carrying rights to acquire Contango Shares), (B) rights, options, warrants or other assets other than those

referred to in Section 2.7(1)(a)(ii), (C) evidence of indebtedness of Contango or (D) assets of Contango;

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unless, in each case, the Acquiror issues or distributes the economic equivalent of such rights, options,

warrants, securities, shares, evidences of indebtedness or other assets simultaneously to holders of the Exchangeable Shares; provided, however, that, for greater certainty, the above restrictions shall not apply to any securities issued or

distributed by Contango in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Arrangement Agreement and the Plan of Arrangement.

(b)

Contango shall not without the prior approval of the Acquiror and the prior approval of the holders of the

Exchangeable Shares given in accordance with Section 27.10(b) of the Exchangeable Share Provisions:

(i)

subdivide, redivide or change the then outstanding Contango Shares into a greater number of Contango Shares;

(ii)

reduce, combine, consolidate or change the then outstanding Contango Shares into a lesser number of Contango

Shares; or

(iii)

reclassify or otherwise change the Contango Shares or effect an amalgamation, merger, reorganization or

other transaction affecting the Contango Shares;

unless, in each case, the same subdivision, redivision,

reduction, combination or consolidation, as applicable or a change that provides economic equivalence and equivalent voting rights is made simultaneously to, or in the rights of the holders of, the Exchangeable Shares; provided, however, that, for

greater certainty, the above restrictions shall not apply to any securities issued or distributed by Contango in order to give effect to and to consummate the transactions contemplated by, and in accordance with the Arrangement Agreement and the

Plan of Arrangement.

(c)

Contango shall ensure that the record date for any event referred to in Section 2.7(1)(a) or

Section 2.7(1)(b), or (if no record date is applicable for such event) the effective date for any such event, is not less than five Business Days after the date on which such event is declared or announced by Contango (with contemporaneous

notification thereof by Contango to the Acquiror).

(2)

The board of directors of the Acquiror shall determine, in good faith and in its sole discretion (with the

assistance of such financial or other advisors as the board of directors may determine), “economic equivalence” for the purposes of any event referred to in Section 2.7(1)(a) or Section 2.7(1)(b) and each such determination

shall be conclusive and binding on Contango, absent manifest error. In making each such determination, the following factors shall, without excluding other factors determined by the board of directors of the Acquiror to be relevant, be considered by

the board of directors of the Acquiror:

(a)

in the case of any stock or share dividend or other distribution payable in Contango Shares, the number of

such shares issued as a result of such stock or share dividend or other distribution in proportion to the number of Contango Shares previously outstanding;

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(b)

in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase

Contango Shares (or securities exchangeable for or convertible into or carrying rights to acquire Contango Shares), the relationship between the exercise price of each such right, option or warrant, the number of such rights, options or warrants to

be issued or distributed in respect of each Contango Share and the Current Market Price of a Contango Share, the price volatility of the Contango Shares and the terms of any such instrument;

(c)

in the case of the issuance or distribution of any other form of property (including, without limitation,

any shares or securities of Contango of any class other than Contango Shares, any rights, options or warrants other than those referred to in Section 2.7(2)(b), any evidences of indebtedness of Contango or any assets of Contango), the

relationship between the fair market value (as determined by the board of directors of the Acquiror in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding Contango Share and the Current Market

Price of a Contango Share;

(d)

in the case of any subdivision, redivision or change of the then outstanding Contango Shares into a greater

number of Contango Shares or the reduction, combination, consolidation or change of the then outstanding Contango Shares into a lesser number of Contango Shares or any amalgamation, merger, arrangement, reorganization or other transaction affecting

Contango Shares, the effect thereof upon the then outstanding Contango Shares; and

(e)

in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares

to the extent that such consequences may differ from the taxation consequences to holders of Contango Shares as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result

of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares).

(3)

The Acquiror agrees that, to the extent required, upon due notice from Contango, the Acquiror shall take or

cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by the Acquiror, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order

to implement the required economic equivalence with respect to the Contango Shares and Exchangeable Shares as provided for in this Section 2.7.

2.8 Preferred Share Taxation. The Acquiror agrees that it shall make such elections, in the manner and within the time

provided under subsection 191.2(1) of the Tax Act, or any successor or replacement provision of similar effect, and take all other necessary actions under the Tax Act to pay tax at a rate such that no holder of Exchangeable Shares will be required

to pay tax under section 187.2 of Part IV.1 of the Tax Act or any successor or replacement provision of similar effect with respect to any dividends paid or payable or deemed paid or payable on the Exchangeable Shares at any time, and Contango

agrees to cause the Acquiror to undertake such actions and do such things in accordance with the foregoing.

2.9 Tender

Offers. In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction with respect to Contango Shares (an “Offer”) is proposed by Contango or is proposed to Contango or its

shareholders and is recommended by the board of

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directors of Contango, or is otherwise effected or to be effected with the consent or approval of the board of directors of Contango, and the Exchangeable Shares are not redeemed by the Acquiror

or purchased by Contango or CallCo pursuant to the Redemption Call Right, Contango and the Acquiror will use reasonable efforts (in the case of the Acquiror, best efforts) to take all such actions and do all such things as are necessary or desirable

to enable and permit holders of Exchangeable Shares (other than Contango and its affiliates) to participate in such Offer to the same extent and on an economically equivalent basis as the holders of Contango Shares, without discrimination. Without

limiting the generality of the foregoing, Contango and the Acquiror will use reasonable efforts in good faith (in the case of the Acquiror, best efforts) to ensure that holders of Exchangeable Shares may participate in each such Offer without being

required to retract Exchangeable Shares as against the Acquiror (or, if so required, to ensure that any such retraction shall be effective only upon, and shall be conditional upon, the closing of such Offer and only to the extent necessary to tender

or deposit to the Offer). Nothing herein shall affect the rights of the Acquiror to redeem, or Contango or CallCo to purchase pursuant to the Redemption Call Right, Exchangeable Shares in the event of a Contango Extraordinary Transaction.

2.10 Contango and Affiliates Not to Vote Exchangeable Shares. Each of Contango and CallCo covenants and agrees that it

shall appoint and cause to be appointed proxyholders with respect to all Exchangeable Shares held by it and its affiliates for the sole purpose of attending each meeting of holders of Exchangeable Shares in order to be counted as part of the quorum

for each such meeting. Each of Contango and CallCo further covenants and agrees that it shall not, and shall cause its affiliates not to, exercise any voting rights which may be exercisable by holders of Exchangeable Shares from time to time

pursuant to the Exchangeable Share Provisions or pursuant to the provisions of the BCBCA (or any successor or other corporate statute by which the Acquiror may in the future be governed) with respect to any Exchangeable Shares held by it or by its

affiliates in respect of any matter considered at any meeting of holders of Exchangeable Shares; provided however, for further clarity, that this Section 2.10 shall not in any way restrict the right of Contango or any of its affiliates to vote

their common shares of the Acquiror in accordance with the articles of the Acquiror.

2.11 Ordinary Market Purchases. For

greater certainty, nothing contained in this Agreement, including, without limitation, the obligations of Contango contained in Section 2.8, shall limit the ability of Contango (or any of its affiliates) to make ordinary market or other

voluntary purchases of Contango Shares, including by private agreement, in accordance with applicable laws and regulatory or stock exchange requirements.

2.12 Ownership of Outstanding Shares. Without the prior approval of the Acquiror and the prior approval of the holders of

the Exchangeable Shares given in accordance with Section 27.10(b) of the Exchangeable Share Provisions, Contango covenants and agrees in favour of the Acquiror that, as long as any outstanding Exchangeable Shares not owned by Contango or its

affiliates are outstanding, Contango will be and remain the direct or indirect beneficial owner of all issued and outstanding common shares in the capital of the Acquiror and CallCo. Notwithstanding the foregoing, Contango shall not be in violation

of this Section 2.12 if any Person or group of Persons acting jointly or in concert acquires all or substantially all of the assets of Contango or the Contango Shares pursuant to any merger or similar transaction involving Contango pursuant to

which Contango is not the surviving corporation.

2.13 Reimbursement by Contango. Contango shall reimburse the Acquiror for,

and indemnify and hold the Acquiror harmless against, any expense or liability incurred by the Acquiror with respect to the Exchangeable Shares.

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2.14 U.S. Federal Income Tax Treatment. The Exchangeable Shares shall be

treated as shares of Contango for all U.S. federal income tax purposes, and each of Contango, CallCo and the Acquiror agree to file all U.S. tax returns consistently therewith, except as otherwise required by a “determination” within the

meaning of Section 1313(a) of the Code.

ARTICLE 3

CONTANGO SUCCESSORS

3.1 Certain Requirements in Respect of Combination, etc. Subject to Section 27.7 of the Exchangeable Share

Provisions and Article 4 hereof with respect to a Contango Extraordinary Transaction, so long as any Exchangeable Shares not owned by Contango or its affiliates are outstanding, Contango shall not enter into any transaction (whether by way of

reorganization, consolidation, arrangement, amalgamation, merger, business combination, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in

the case of an amalgamation or merger or combination, of the continuing corporation resulting therefrom, provided that it may do so if:

(a)

such other Person or continuing corporation (the “Contango Successor”) by operation of

law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if

any) as are necessary or advisable to evidence the assumption by the Contango Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Contango Successor to pay and deliver or cause to be paid and

delivered the same and its agreement to observe and perform all the covenants and obligations of Contango under this Agreement; and

(b)

such transaction shall be upon such terms and conditions as to preserve and not to impair any of the rights,

duties, powers and authorities of the other parties hereunder or the holders of the Exchangeable Shares.

3.2

Vesting of Powers in Successor. Whenever the conditions of Section 3.1 have been duly observed and performed, the parties, if required by Section 3.1, shall execute and deliver the supplemental agreement provided for in

Section 3.1(a) and thereupon the Contango Successor and such other Person that may then be the issuer of the Contango Shares shall possess and from time to time may exercise each and every right and power of Contango under this Agreement in the

name of Contango or otherwise and any act or proceeding by any provision of this Agreement required to be done or performed by the board of directors of Contango or any officers of Contango may be done and performed with like force and effect by the

directors or officers of such Contango Successor.

3.3 Wholly-Owned Subsidiaries. Nothing herein shall be construed

as preventing (a) the amalgamation, merger or combination of any wholly-owned direct or indirect subsidiary of Contango (other than the Acquiror or CallCo) with or into Contango, (b) the winding-up,

liquidation or dissolution of any wholly-owned direct or indirect subsidiary of Contango (other than the Acquiror or CallCo), provided that all of the assets of such subsidiary are transferred to Contango or another wholly-owned direct or indirect

subsidiary of Contango, (c) any other distribution of the assets of any wholly-owned direct or indirect subsidiary of Contango (other than the Acquiror or

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CallCo) among the shareholders of such subsidiary for the purpose of winding up its affairs, and (d) any such transactions are expressly permitted by this Article 3.

3.4 Successorship Transaction. Notwithstanding the foregoing provisions of this Article 3, in the event of a Contango

Extraordinary Transaction:

(a)

in which Contango merges, combines or amalgamates with, or in which all or substantially all of the then

outstanding Contango Shares are acquired by, one or more other corporations to which Contango is, immediately before such merger, combination, amalgamation or acquisition, “related” within the meaning of the Tax Act (otherwise than by

virtue of a right referred to in paragraph 251(5)(b) thereof) or any analogous provision under the Code;

(b)

which does not result in an acceleration of the Redemption Date in accordance with paragraph (ii) of

the definition of Redemption Date in the Exchangeable Share Provisions; and

(c)

in which all or substantially all of the then outstanding Contango Shares are converted into or exchanged

for shares or rights to receive such shares (the “Other Shares”) of another corporation (the “Other Corporation”) that, immediately after such Contango Extraordinary Transaction, owns or controls, directly or

indirectly, Contango;

then all references herein to “Contango” shall thereafter be and be deemed to be

references to “Other Corporation” and all references herein to “Contango Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments if any, as are required to result

in a holder of Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement immediately subsequent to

the Contango Extraordinary Transaction being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant

to the Exchangeable Share Provisions, or the exchange of such shares pursuant to the Voting and Exchange Trust Agreement had occurred immediately prior to the Contango Extraordinary Transaction and the Contango Extraordinary Transaction was

completed) but subject to subsequent adjustments to reflect any subsequent changes in the share capital of the issuer of the Other Shares, including, without limitation, any subdivision, consolidation or reduction of share capital, without any need

to amend the terms and conditions of the Exchangeable Shares and without any further action required.

ARTICLE 4

CERTAIN RIGHTS OF CONTANGO AND CALLCO TO ACQUIRE EXCHANGEABLE SHARES

4.1 Liquidation Call Right

The parties hereto hereby acknowledge the rights and obligations of Contango and CallCo in respect of the Exchangeable Shares

as contained in Section 27.17 of the Exchangeable Share Provisions.

- 11 -

4.2 Redemption Call Right

The parties hereto hereby acknowledge the rights and obligations of Contango and CallCo in respect of the Exchangeable Shares

as contained in Section 27.18 of the Exchangeable Share Provisions.

4.3 Change of Law Call Right

The parties hereto hereby acknowledge the rights and obligations of Contango and CallCo in respect of the Exchangeable Shares

as contained in Section 27.19 of the Exchangeable Share Provisions.

4.4 Retraction Call Right

The parties hereto hereby acknowledge the rights and obligations in respect of the Exchangeable Shares contained in

Section 27.6(b) of the Exchangeable Share Provisions.

ARTICLE 5

GENERAL

5.1

Term. This Agreement shall come into force and be effective as of the date hereof and shall terminate and be of no further force and effect at such time as no Exchangeable Shares (or securities or rights convertible into or exchangeable for

or carrying rights to acquire Exchangeable Shares) are held by any Person other than Contango and any of its affiliates.

5.2

Changes in Capital of Contango and the Acquiror. Notwithstanding the provisions of Section 5.4, at all times after the occurrence of any event contemplated pursuant to Section 2.7 and Section 2.8 or otherwise, as a result of

which either Contango Shares or the Exchangeable Shares or both are in any way changed, this Agreement shall forthwith be amended and modified as necessary in order that it shall apply with full force and effect, mutatis mutandis, to all new

securities into which Contango Shares or the Exchangeable Shares or both are so changed and the parties hereto shall execute and deliver an agreement in writing giving effect to and evidencing such necessary amendments and modifications.

5.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any

rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner

materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original

intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

5.4 Amendments, Modifications. Subject to Section 5.2, Section 5.3 and Section 5.5, this Agreement may not be

amended or modified except by an agreement in writing executed by Contango, CallCo and the Acquiror and approved by the holders of the Exchangeable Shares in accordance with Section 27.10(b) of the Exchangeable Share Provisions. No amendment or

modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto.

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5.5 Ministerial Amendments. Notwithstanding the provisions of

Section 5.4, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of:

(a)

adding to the covenants of any or all of the parties hereto if the board of directors of each of Contango,

CallCo and the Acquiror shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares;

(b)

evidencing the succession of Contango Successors and the covenants of and obligations assumed by each such

Contango Successor in accordance with the provisions of Article 3;

(c)

making such amendments or modifications not inconsistent with this Agreement as may be necessary or

desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board of directors of each of Contango, CallCo and the Acquiror, it may be expedient to make, provided that each such board of directors shall

be of the good faith opinion, after consultation with counsel, that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or

(d)

making such changes or corrections hereto which, on the advice of counsel to Contango, CallCo and the

Acquiror, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error contained herein, provided that the boards of directors of each of Contango, CallCo

and the Acquiror shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

5.6 Meeting to Consider Amendments. The Acquiror, at the request of Contango, shall call a meeting or meetings of the holders of

the Exchangeable Shares for the purpose of considering any proposed amendment or modification requiring approval pursuant to Section 5.4. Any such meeting or meetings shall be called and held in accordance with the articles of the Acquiror, the

Exchangeable Share Provisions and all applicable laws.

5.7 Enurement. This Agreement shall be binding upon and enure to the

benefit of the parties hereto and their respective successors and assigns.

5.8 Notices to Parties. Any notice and other

communications required or permitted to be given pursuant to this Agreement shall be sufficiently given if delivered in person or if sent by electronic transmission to the parties at the following address:

(a)

In the case of Contango, CallCo or the Acquiror at the following address:

Contango ORE, Inc.

516 2nd Avenue

Fairbanks, AK 99701

Attention: Chief Executive Officer

E-mail: [***]

- 13 -

with copies (which shall not constitute notice) to:

Blake, Cassels & Graydon LLP

Suite 3500, 1133 Melville Street,

Vancouver, BC V6E 4E5

Attention: Steven McKoen, K.C. and Emma Costante

E-mail: [***] and [***]

and such notice or other communication shall be deemed to have been given and received (x) if delivered on a Business Day prior to 5:00

p.m. (local time in the place where the notice or other communication is received), on the date of delivery, or (y) if notice is delivered after 5:00 p.m. or if such day is not a Business Day, then on the next Business Day. Either party may

change its address for notice by giving notice to the other parties in accordance with the foregoing provisions.

5.9

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Each party agrees that this Agreement may be delivered by

electronic means and that electronic signatures shall be binding in the same manner as original signatures.

5.10

Jurisdiction. This Agreement shall be construed and enforced in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. Each party hereto irrevocably submits to the exclusive jurisdiction of the

courts of the Province of British Columbia with respect to any matter arising hereunder or related hereto.

[Remainder of this page left

intentionally blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to

be duly executed as of the date first above written.

CONTANGO ORE, INC.

By:

/s/ Michael Clark

Name:

Michael Clark

Title:

Chief Financial Officer

1566002 B.C. UNLIMITED LIABILITY COMPANY

By:

/s/ Michael Clark

Name:

Michael Clark

Title:

President and Corporate Secretary

1566004 B.C. LTD.

By:

/s/ Michael Clark

Name:

Michael Clark

Title:

President and Corporate Secretary

EX-4.2

Filename: d124597dex42.htm · Sequence: 6

EX-4.2

Exhibit 4.2

VOTING AND EXCHANGE TRUST AGREEMENT

THIS VOTING AND EXCHANGE TRUST AGREEMENT made as of March 26, 2026 among Contango ORE, Inc., a corporation

existing under the laws of the State of Delaware (“Contango”), 1566002 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of British Columbia (“CallCo”), 1566004 B.C. Ltd.,

a company existing under the laws of British Columbia (the “Acquiror”) and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada (the “Trustee”).

RECITALS:

In connection with an arrangement agreement (the “Arrangement Agreement”) dated

shares of the Company pursuant to an arrangement under Division 5 of Part 9 of the BCBCA on the terms and conditions set out in the Plan of Arrangement.

Pursuant to the Arrangement Agreement, Contango, CallCo, the Acquiror and the Trustee are required to enter

into a voting and exchange trust agreement (this “Agreement”).

These recitals and any statements of fact in this Agreement are made by Contango, CallCo and the Acquiror

and not by the Trustee.

In consideration of the foregoing and the mutual agreements contained herein and for other good

and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions. In this Agreement, each capitalized term used and not otherwise defined herein shall have the meaning ascribed

thereto in the rights, privileges, restrictions and conditions (collectively, the “Exchangeable Share Provisions”) attaching to the Exchangeable Shares as set out in the articles of the Acquiror and the following terms shall have

the following meanings:

“1933 Act” has the meaning ascribed thereto in Section 5.10;

“Acquiror” has the meaning ascribed thereto in the introductory paragraph;

“Agreement” has the meaning ascribed thereto in Recital B;

“Arrangement Agreement” has the meaning ascribed thereto in Recital A;

“Automatic Exchange Right” has the meaning ascribed thereto in Section 5.12(2);

“Beneficiaries” means the registered holders from time to time of Exchangeable Shares, other than Contango,

CallCo and their affiliates;

“Beneficiary Votes” has the meaning ascribed thereto in Section 4.2;

“CallCo” has the meaning ascribed thereto in the

introductory paragraph;

“Commission” has the meaning ascribed thereto in Section 5.10;

“Contango” has the meaning ascribed thereto in the introductory paragraph;

“Contango Certificate of Incorporation” has the meaning ascribed thereto in Section 4.11;

“Contango Meeting” has the meaning ascribed thereto in Section 4.2;

“Contango Successor” has the meaning ascribed thereto in Section 11.1(a);

“Equivalent Vote Amount” means, with respect to any matter, proposition, proposal or question on which

holders of Contango Shares are entitled to vote, consent or otherwise act, the number of votes to which a holder of one Contango Share (subject to any applicable change as contemplated by Section 2.7 of the Support Agreement) is entitled with

respect to such matter, proposition or question;

“Exchange Right” has the meaning ascribed thereto in

Section 5.1;

“Exchangeable Shares” has the meaning ascribed thereto in Recital A;

“Indemnified Parties” has the meaning ascribed thereto in Section 9.1;

“Insolvency Event” means (i) the institution by the Acquiror of any proceeding to be adjudicated a

bankrupt or insolvent or to be dissolved or wound up, or the consent of the Acquiror to the institution of bankruptcy, insolvency, dissolution or winding-up proceedings against it, (ii) the filing by the

Acquiror of a petition, answer or consent seeking dissolution or winding-up under any bankruptcy, insolvency or analogous laws, including the Companies Creditors’ Arrangement Act (Canada) and the

Bankruptcy and Insolvency Act (Canada), or the failure by the Acquiror to contest in good faith any such proceedings commenced in respect of the Acquiror within 30 days of becoming aware thereof, or the consent by the Acquiror to the

filing of any such petition or to the appointment of a receiver, (iii) the making by the Acquiror of a general assignment for the benefit of creditors, or the admission in writing by the Acquiror of its inability to pay its debts generally as

they become due, or (iv) the Acquiror not being permitted, pursuant to solvency requirements of applicable law, to redeem any Retracted Shares pursuant to Section 27.6(a)(iii) of the Exchangeable Share Provisions specified in a retraction

request delivered to the Acquiror in accordance with Section 27.6 of the Exchangeable Share Provisions; provided that for greater clarity, no actions taken pursuant to the Plan of Arrangement shall constitute an Insolvency Event;

“Liquidation Event” has the meaning ascribed thereto in Section 5.12(1)(a);

“Liquidation Event Effective Date” has the meaning ascribed thereto in Section 5.12(2);

“List” has the meaning ascribed thereto in Section 4.6;

“Officer’s Certificate” means, with respect

to Contango, CallCo or the Acquiror, a certificate signed by any one of the respective directors or officers of Contango, CallCo or the Acquiror, as applicable;

“Privacy Laws” has the meaning ascribed thereto in Section 7.18;

“Registration Statement” has the meaning ascribed thereto in Section 5.10;

“Special Voting Share” means the special voting share in the capital of Contango, issued by Contango to and

deposited with the Trustee, which, at any time, entitles the holder of record to that number of votes at meetings of holders of Contango Shares equal to the number of Exchangeable Shares outstanding at such time (excluding Exchangeable Shares held

by Contango, CallCo and their affiliates);

“Trust” means the trust created by this Agreement under the

laws of the Province of British Columbia;

“Trust Estate” means the rights of the Trustee granted to it

by Contango hereunder in respect of the Special Voting Share, any other securities, the Exchange Right, the Automatic Exchange Right and any money or other property which may be held by the Trustee from time to time pursuant to this Agreement;

“Trustee” has the meaning ascribed thereto in the preamble to this Agreement; and

“Voting Rights” means any and all the voting rights attached to the Special Voting Share from time to time.

1.2 Interpretation Not Affected by Headings. The division of this Agreement into Articles, Sections, subsections and

paragraphs and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the contrary intention appears, references in this Agreement to an Article,

Section, subsection, paragraph or Schedule by number or letter or both refer to the Article, Section, subsection, paragraph or Schedule, respectively, bearing that designation in this Agreement.

1.3 Number, Gender, etc. In this Agreement, unless the contrary intention appears, words importing the singular include the

plural and vice versa, and words importing gender shall include all genders.

1.4 Date for any Action. If the date on which

any action is required to be taken hereunder by any Person is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.5 Currency. Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of

Canadian dollars and “$” refers to Canadian dollars.

1.6 Statutes. Any reference to a statute refers to such

statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

1.7 Other Definitional and Interpretative Provisions.

(1)

References in this Agreement to the words “include”, “includes” or

“including” shall be deemed to be followed by the words “without limitation” whether or not they are in fact followed by those words or words of like import.

(2)

References in this Agreement to any contract or agreement are to that contract or agreement as amended,

modified or supplemented from time to time in accordance with the terms hereof and thereof.

(3)

References in this Agreement to a Person includes the heirs, administrators, executors, legal personal

representatives, predecessors, successors and permitted assigns of that Person, as applicable.

ARTICLE 2

PURPOSE OF AGREEMENT

2.1 Establishment of Trust. The purpose of this Agreement is to create the Trust for the benefit of the Beneficiaries as herein

provided. Contango, as the settlor of the Trust, hereby appoints the Trustee as trustee of the Trust. The Trustee shall hold the Special Voting Share in order to enable the Trustee to exercise the Voting Rights and shall hold the Exchange Right and

the Automatic Exchange Right in order to enable the Trustee to exercise or enforce such rights, in each case as trustee for and on behalf of the Beneficiaries as provided in this Agreement.

ARTICLE 3

SPECIAL

VOTING SHARE

3.1 Issue and Ownership of the Special Voting Share. Immediately following execution and delivery of this

Agreement, Contango shall issue to and deposit with the Trustee the Special Voting Share to be hereafter held of record by the Trustee as trustee for and on behalf of, and for the use and benefit of, the Beneficiaries and in accordance with the

provisions of this Agreement. Contango hereby acknowledges receipt from the Trustee, as trustee for and on behalf of the Beneficiaries, of USD$1.00 and other good and valuable consideration (and the adequacy thereof) for the issuance of the Special

Voting Share by Contango to the Trustee. During the term of the Trust, and subject to the terms and conditions of this Agreement, the Trustee shall possess and be vested with full legal ownership of the Special Voting Share and shall be entitled to

exercise all of the rights and powers of an owner with respect to the Special Voting Share; provided, however, that:

(a)

the Trustee shall hold the Special Voting Share and the legal title thereto as trustee solely for the use

and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and

(b)

except as specifically authorized by this Agreement, the Trustee shall have no power or authority to sell,

transfer, vote or otherwise deal in or with the Special Voting Share and the Special Voting Share shall not be used or disposed of by the Trustee for any purpose (including for exercising dissent or appraisal rights relating to the Special Voting

Share) other than the purposes for which this Trust is created pursuant to this Agreement.

3.2 Legended

Certificates. The Acquiror shall cause each certificate (if any) representing Exchangeable Shares to bear a legend notifying the Beneficiary of such shares of their or its right to instruct the Trustee with respect to the exercise of that

portion of the Voting

Rights which corresponds to the number of Exchangeable Shares held by each such Beneficiary.

3.3 Safe Keeping of Certificate. Any certificate representing the Special Voting Share delivered to the Trustee shall at all

times be held in safe keeping by the Trustee or its duly authorized agent.

ARTICLE 4

EXERCISE OF VOTING RIGHTS

4.1 Voting Rights. The Trustee, as the holder of record of the Special Voting Share, shall be entitled to exercise all of the

Voting Rights, including the right to consent to or vote in person or by proxy the Special Voting Share, on any matter, question, proposal or proposition whatsoever that may properly come before the shareholders of Contango at a Contango Meeting.

The Voting Rights shall be and remain vested in and exercisable by the Trustee on behalf of the Beneficiaries as provided in this Agreement. Subject to Section 7.15:

(a)

the Trustee shall exercise the Voting Rights only on the basis of instructions received pursuant to this

Article 4 from Beneficiaries on the record date established by Contango or by applicable law for such Contango Meeting who are entitled to instruct the Trustee as to the voting thereof;

(b)

to the extent that no instructions are received from a Beneficiary with respect to the Voting Rights in

respect of which such Beneficiary is entitled to instruct the Trustee by the date established by the Trustee for the receipt of such instructions pursuant to Section 4.3(1)(f), the Trustee shall not exercise or permit the exercise of such

Voting Rights; and

(c)

without prejudice to paragraph (b) above, under no circumstances shall the Trustee exercise or permit

the exercise of a number of Voting Rights which is greater than the number of Exchangeable Shares outstanding at the relevant time (excluding those Exchangeable Shares held by Contango or its affiliates).

4.2 Number of Votes. With respect to all meetings of shareholders of Contango at which holders of Contango Shares are entitled

to vote (each, a “Contango Meeting”), each Beneficiary shall be entitled to instruct the Trustee to cast and exercise, in the manner instructed, that number of votes equal to the Equivalent Vote Amount for each Exchangeable Share

owned of record by such Beneficiary at the close of business on the record date established by Contango or by applicable law for such Contango Meeting (collectively, the “Beneficiary Votes”), in respect of each matter, question,

proposal or proposition to be voted on at such Contango Meeting.

4.3 Mailings to Shareholders.

(1)

With respect to each Contango Meeting, the Trustee will mail or cause to be mailed (or otherwise communicate

in the same manner as Contango utilizes in communications to holders of Contango Shares, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner of communications and provided that such manner of

communications is reasonably available to the Trustee) to each Beneficiary named in the applicable List on the same day as the mailing (or other communication) with respect thereto is commenced by Contango to its shareholders:

(a)

a copy of such mailing, together with any related materials, including, without limitation, any proxy

circular or information statement or listing particulars, to be provided to shareholders of Contango;

(b)

a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary

Votes with respect to such Contango Meeting or, pursuant to Section 4.7, to attend such Contango Meeting and to exercise personally the Beneficiary Votes thereat, as the proxy of the Trustee;

(c)

a statement as to the manner in which such instructions may be given to the Trustee, including an express

indication that instructions may be given to the Trustee to give (i) a proxy to such Beneficiary or their or its designee to exercise personally such holder’s Beneficiary Votes, or (ii) a proxy to a designated agent or other

representative of Contango to exercise such holder’s Beneficiary Votes;

(d)

a statement that if no such instructions are received from such Beneficiary, the Beneficiary Votes to which

the Beneficiary is entitled will not be exercised;

(e)

a form of direction such Beneficiary may use to direct and instruct the Trustee as contemplated herein; and

(f)

a statement of (i) the time and date by which such instructions must be received by the Trustee in

order for such instructions to be binding upon the Trustee, which in the case of a Contango Meeting shall not be earlier than the close of business on the Business Day immediately prior to the date by which Contango has required proxies to be

deposited for such meeting, and (ii) of the method for revoking or amending such instructions.

(2)

The materials referred to in this Section 4.3 shall be provided to the Trustee by Contango, and the

materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall be subject to reasonable comment by the Trustee in a timely manner. Subject to the foregoing, Contango shall ensure that the materials to be provided to

the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of Contango Shares. Contango agrees not to

communicate with holders of Contango Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the

Beneficiaries. Notwithstanding the foregoing, Contango may, at its option, exercise the duties of the Trustee to deliver copies of all materials to all Beneficiaries as required by this Section 4.3 so long as, in each case, Contango delivers a

certificate to the Trustee stating that Contango has undertaken to perform the obligations of the Trustee set forth in this Section 4.3.

(3)

For the purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect

of any Contango Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Contango or by applicable law for purposes of determining shareholders

entitled to vote at such Contango Meeting. Contango shall notify the Trustee of any decision of the board of directors of Contango with respect to the calling of any Contango Meeting and shall provide all necessary information and materials to the

Trustee

in each case promptly and, in any event, in reasonably sufficient time to enable the Trustee to perform the obligations of the Trustee set forth in this Section 4.3.

4.4 Copies of Shareholder Information. Contango shall deliver to the Trustee copies of all proxy materials (including, without

limitation, notices of Contango Meetings but excluding proxies to vote Contango Shares), information statements, reports (including, without limitation, all interim and annual financial statements) and other written communications that, in each

case, are to be distributed by Contango from time to time to holders of Contango Shares in sufficient quantities and in sufficient time so as to enable the Trustee to send or cause to send those materials to each Beneficiary at the same time as such

materials are first sent to holders of Contango Shares. The Trustee shall mail or otherwise send to each Beneficiary, at the expense of Contango, copies of all such materials (and all materials specifically directed to the Beneficiaries or to the

Trustee for the benefit of the Beneficiaries by Contango) received by the Trustee from Contango contemporaneously with the sending of such materials to holders of Contango Shares. The Trustee shall also make available for inspection during regular

business hours by any Beneficiary at the Trustee’s principal office in Vancouver, British Columbia all proxy materials, information statements, reports and other written communications that are:

(a)

received by the Trustee as the registered holder of the Special Voting Share and made available by Contango

generally to the holders of Contango Shares; or

(b)

specifically directed to the Beneficiaries or to the Trustee for the benefit of the Beneficiaries by

Contango.

Notwithstanding the foregoing, Contango may, at its option, exercise the duties of the Trustee to deliver

copies of all such materials to all Beneficiaries as required by this Section 4.4 so long as, in each case, Contango delivers a certificate to the Trustee stating that Contango has undertaken to perform the obligations of the Trustee set forth

in this Section 4.4.

4.5 Other Materials. As soon as reasonably practicable after receipt by Contango or shareholders

of Contango (if such receipt is known by Contango) of any material sent or given by or on behalf of a third party to holders of Contango Shares generally, including dissident proxy and information circulars (and related information and material) and

take-over bid and securities exchange take-over bid circulars (and related information and material), provided such material has not been sent to the Beneficiaries by or on behalf of such third party, Contango shall use its reasonable efforts to

obtain and deliver to the Trustee copies thereof in sufficient quantities so as to enable the Trustee to forward such material (unless the same has been provided directly to Beneficiaries by such third party) to each Beneficiary as soon as possible

thereafter. As soon as reasonably practicable after receipt thereof, the Trustee shall mail or otherwise send to each Beneficiary, at the expense of Contango, copies of all such materials received by the Trustee from Contango. The Trustee shall also

make available for inspection during regular business hours by any Beneficiary at the Trustee’s principal office in Vancouver, British Columbia copies of all such materials. Notwithstanding the foregoing, Contango may, at its option,

exercise the duties of the Trustee to deliver copies of all such materials to all Beneficiaries as required by this Section 4.5 so long as, in each case, Contango delivers a certificate to the Trustee stating that Contango has undertaken to

perform the obligations of the Trustee set forth in this Section 4.5.

4.6 List of Persons Entitled to Vote. The

Acquiror shall (a) prior to each annual or other Contango Meeting, and (b) forthwith upon each request made at any time by the Trustee in writing, prepare or cause to be prepared a list (a “List”) of the names and

addresses of the Beneficiaries arranged in alphabetical order and showing the number of Exchangeable Shares

held of record by each such Beneficiary, in each case at the close of business on the date specified by the Trustee in such request or, in the case of a List prepared in connection with a

Contango Meeting, at the close of business on the record date established by Contango or pursuant to applicable law for determining the holders of Contango Shares entitled to receive notice of and/or to vote at such Contango Meeting. Each such List

shall be delivered to the Trustee promptly after receipt by the Acquiror of such request or the record date for such meeting and, in any event, within sufficient time as to permit the Trustee to perform its obligations under this Agreement. Contango

agrees to give the Acquiror notice (with a copy to the Trustee) of the calling of any Contango Meeting together with the record date therefor, sufficiently prior to the date of the calling of such meeting or seeking of such consent, so as to enable

the Acquiror to perform its obligations under this Section 4.6.

4.7 Entitlement to Direct Votes.

Subject to Section 4.8 and Section 4.11, any Beneficiary named in a List prepared in connection with any Contango Meeting shall be entitled to (a) instruct the Trustee in the manner described in Section 4.2 with respect to

the exercise of the Beneficiary Votes to which such Beneficiary is entitled, (b) attend such meeting and personally exercise thereat (or to exercise with respect to any written consent), as the proxy of the Trustee, the Beneficiary Votes to

which such Beneficiary is entitled, or (c) appoint a third party as the proxy of the Trustee to attend such meeting and exercise thereat the Beneficiary Votes to which such Beneficiary is entitled except, in each case, to the extent that such

Beneficiary has transferred the ownership of any Exchangeable Shares in respect of which such Beneficiary is entitled to Beneficiary Votes after the close of business on the record date for such meeting or seeking of consent.

4.8 Voting by Trustee and Attendance of Trustee Representative at Meeting.

(1)

In connection with each Contango Meeting, the Trustee shall exercise, either in Person or by proxy, in

accordance with the instructions received from a Beneficiary pursuant to Section 4.2, the Beneficiary Votes as to which such Beneficiary is entitled to direct the vote (or any lesser number thereof as may be set forth in the instructions) other

than any Beneficiary Votes that are the subject of Section 4.8(2); provided, however, that such written instructions are received by the Trustee from the Beneficiary prior to the time and date fixed by the Trustee for receipt of such

instruction in the notice given by the Trustee to the Beneficiary pursuant to Section 4.3.

(2)

To the extent so instructed in accordance with the terms of this Agreement, the Trustee shall cause a

representative who is empowered by it to sign and deliver, on behalf of the Trustee, proxies for Voting Rights enabling a Beneficiary to attend a Contango Meeting. Upon submission by a Beneficiary (or its designee) named in the List prepared in

connection with the relevant meeting of identification satisfactory to the Trustee’s representative, and at the Beneficiary’s request, such representative shall sign and deliver to such Beneficiary (or its designee) a proxy to exercise

personally the Beneficiary Votes as to which such Beneficiary is otherwise entitled hereunder to direct the vote, if such Beneficiary either (i) has not previously given the Trustee instructions pursuant to Section 4.3 in respect of such

meeting or (ii) submits to such representative written revocation of any such previous instructions. At such meeting, the Beneficiary (or its designee) exercising such Beneficiary Votes in accordance with such proxy shall have the same rights

in respect of such Beneficiary Votes as the Trustee to speak at the meeting in respect of any matter, question, proposal or proposition, to vote by way of ballot at the meeting in respect of any matter, question, proposal or proposition, and to vote

at such

meeting by way of a show of hands in respect of any matter, question, proposal or proposition.

4.9 Distribution of Written Materials. Any written materials distributed by the Trustee to the Beneficiaries pursuant to this

Agreement shall be sent by mail (or otherwise communicated in the same manner as Contango utilizes in communications to holders of Contango Shares, subject to applicable regulatory requirements and to the Trustee being advised in writing of such

manner of communications and provided that such manner of communications is reasonably available to the Trustee) to each Beneficiary at its address as shown on the register of holders of Exchangeable Shares maintained by the registrar of

Exchangeable Shares. In connection with each such distribution, the Acquiror shall provide or cause to be provided to the Trustee for purposes of communication, on a timely basis and without charge or other expense, a current List, and upon the

request of the Trustee, mailing labels to enable the Trustee to carry out its duties under this Agreement. The Acquiror’s obligations under this Section 4.9 shall be deemed satisfied to the extent Contango exercises its option to perform

the duties of the Trustee to deliver copies of materials to each Beneficiary and the Acquiror provides the required information and materials to Contango.

4.10 Termination of Voting Rights. Except as otherwise provided in the Exchangeable Share Provisions, all of the rights of a

Beneficiary with respect to the Beneficiary Votes exercisable in respect of the Exchangeable Shares held by such Beneficiary, including the right to instruct the Trustee as to the voting of or to vote personally such Beneficiary Votes, shall lapse

and be deemed to be surrendered by the Beneficiary to Contango or CallCo, as the case may be, and such Beneficiary Votes and the Voting Rights represented thereby shall cease immediately upon:

(a)

the delivery by such holder to the Trustee of the certificates (if any) representing such Exchangeable

Shares and other required documentation in connection with the exercise by the Beneficiary of the Exchange Right;

(b)

the occurrence of the automatic exchange of Exchangeable Shares for Contango Shares, as specified in Article

5 (unless Contango shall not have delivered the requisite Contango Shares deliverable in exchange therefor to the Trustee pending delivery to the Beneficiaries);

(c)

the retraction or redemption of Exchangeable Shares pursuant to Section 27.6 or 27.7 of the

Exchangeable Share Provisions;

(d)

the effective date of the liquidation, dissolution or winding-up of

the Acquiror or any other distribution of the assets of the Acquiror among its shareholders for the purpose of winding up its affairs pursuant to Section 27.5 of the Exchangeable Share Provisions; or

(e)

upon the purchase of Exchangeable Shares from the holder thereof by Contango or CallCo, as the case may be,

pursuant to the exercise by Contango or CallCo of the Liquidation Call Right, the Redemption Call Right, the Change of Law Call Right or the Retraction Call Right (unless, in any case, Contango or CallCo, as the case may be, shall not have delivered

the requisite consideration deliverable in exchange therefor).

4.11 Disclosure of Interest in Exchangeable

Shares. The Trustee or the Acquiror shall be entitled to require any Beneficiary or any Person whom the Trustee or the Acquiror, as

the case may be, knows or has reasonable cause to believe holds any interest whatsoever in an Exchangeable Share to (a) confirm that fact, or (b) give such details as to whom has an

interest in such Exchangeable Share, in each case as would be required (if the Exchangeable Shares were a class of “equity securities” of the Acquiror) under Section 5.2 of National Instrument

62-104 Take-Over Bids and Issuer Bids or as would be required under the certificate of incorporation of Contango, as amended, and as may be further amended from time to time (the “Contango

Certificate of Incorporation”) or any laws or regulations, or pursuant to the rules or regulations of any regulatory agency, if and only to the extent that the Exchangeable Shares were Contango Shares. If a Beneficiary does not provide the

information required to be provided by such Beneficiary pursuant to this Section 4.11, the board of directors of Contango may take any action permitted under the Contango Certificate of Incorporation or any laws or regulations, or pursuant to

the rules or regulations of any regulatory agency, with respect to the Voting Rights relating to the Exchangeable Shares held by such Beneficiary as if, and only to that the extent that, the Exchangeable Shares were Contango Shares.

ARTICLE 5

EXCHANGE AND

AUTOMATIC EXCHANGE

5.1 Grant and Ownership of the Exchange Right and Automatic Exchange Right.

(1)

Contango and, in the case of the Exchange Right, CallCo hereby grant to the Trustee as trustee for and on

behalf of, and for the use and benefit of, the Beneficiaries (i) the right (the “Exchange Right”), upon the occurrence and during the continuance of an Insolvency Event, to require CallCo or Contango (provided that Contango

may, in its sole discretion, cause CallCo to purchase in its stead to the extent permitted by applicable law) to purchase from each or any Beneficiary all or any part of the Exchangeable Shares held by such Beneficiary, all in accordance with the

provisions of this Agreement, and (ii) the Automatic Exchange Right. Each of Contango and CallCo hereby acknowledge receipt from the Trustee as trustee for and on behalf of the Beneficiaries of good and valuable consideration (and the adequacy

thereof) for the grant of the Exchange Right and the Automatic Exchange Right by Contango or CallCo, as the case may be, to the Trustee.

(2)

During the term of the Trust, and subject to the terms and conditions of this Agreement, the Trustee shall

possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Right and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Right,

provided that the Trustee shall:

(a)

hold the Exchange Right and the Automatic Exchange Right and the legal title thereto as trustee solely for

the use and benefit of the Beneficiaries in accordance with the provisions of this Agreement; and

(b)

except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise

deal in or with the Exchange Right or the Automatic Exchange Right, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which the Trust is created pursuant to this Agreement.

5.2 Legended Certificates. The Acquiror shall cause each certificate (if any) representing Exchangeable Shares to bear

the following legend notifying the Beneficiary in respect of the Exchangeable Shares represented by such certificate of (a) their or its right to

instruct the Trustee with respect to the exercise of the Exchange Right in respect of the Exchangeable Shares held by such Beneficiary and (b) the Automatic Exchange Right:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A VOTING AND EXCHANGE TRUST AGREEMENT

WHICH PROVIDES FOR, AMONG OTHER THINGS, (A) THE RIGHT OF THE HOLDER TO INSTRUCT THE TRUSTEE IN RESPECT OF THE EXERCISE OF THE EXCHANGE RIGHT, AND (B) AN AUTOMATIC EXCHANGE RIGHT.

5.3 General Exercise of Exchange Right. The Exchange Right shall be and remain vested in and exercisable by the Trustee. Subject

to Section 7.15, the Trustee shall exercise the Exchange Right only on the basis of instructions received pursuant to this Article 5 from Beneficiaries entitled to instruct the Trustee as to the exercise thereof. To the extent that no

instructions are received from any Beneficiary with respect to the Exchange Right, the Trustee shall not exercise or permit the exercise of the Exchange Right.

5.4 Purchase Price. The purchase price payable by Contango or CallCo, as the case may be, for each Exchangeable Share to be

purchased by Contango or CallCo, as the case may be, pursuant to the exercise of the Exchange Right shall be an amount per share equal to the Exchangeable Share Price on the last Business Day prior to the day of the closing of the purchase and sale

of such Exchangeable Share pursuant to such exercise of the Exchange Right, which price may be satisfied only by Contango or CallCo, as the case may be, delivering or causing to be delivered to the Trustee, on behalf of the relevant Beneficiary, the

Exchangeable Share Consideration representing such Exchangeable Share Price. Upon payment by Contango or CallCo, as the case may be, of the Exchangeable Share Price, the relevant Beneficiary shall cease to have any right to be paid any amount in

respect of declared and unpaid dividends or other distributions on each such Exchangeable Share by the Acquiror and the Acquiror shall cease to be obligated to pay any amount in respect of such dividends or other distributions.

5.5 Exercise Instructions. Subject to the terms and conditions set forth herein, a Beneficiary shall be entitled upon the

occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary. In order to cause the Trustee

to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of a Beneficiary, such Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal office

in Vancouver, British Columbia or at such other place as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates (if any) representing the Exchangeable Shares which such Beneficiary desires Contango or

CallCo to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of the Exchangeable Shares under the BCBCA, the articles of the Acquiror and such additional

documents and instruments as Contango, the Acquiror or the Trustee may reasonably require together with:

(a)

a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached

to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Contango or CallCo to purchase from the Beneficiary the number of Exchangeable Shares

specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Contango or CallCo free and clear of all liens, claims, security interests and encumbrances, and (iii) the

names in which the Contango Shares issuable in connection with the exercise of the Exchange Right are to be issued; and

(b)

payment (or evidence satisfactory to Contango, the Acquiror and the Trustee of payment) of the taxes (if

any) payable as contemplated by Section 5.8 of this Agreement;

provided that if only a part of the Exchangeable

Shares represented by any certificate or certificates are to be purchased by Contango or CallCo pursuant to the exercise of the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the

expense of the Acquiror.

5.6 Delivery of Contango Shares; Effect of Exercise. Promptly after the receipt by the Trustee of

the certificates representing the Exchangeable Shares (if any) which a Beneficiary desires Contango or CallCo to purchase pursuant to the exercise of the Exchange Right, together with a notice of exercise and such other documents and instruments

specified by Section 5.5, the Trustee shall notify Contango, CallCo and the Acquiror of its receipt of the same, which notice to Contango, CallCo and the Acquiror shall constitute exercise of the Exchange Right by the Trustee on behalf of such

Beneficiary in respect of such Exchangeable Shares, and Contango or CallCo, as the case may be, shall promptly thereafter deliver or cause to be delivered to the Trustee, for delivery to such Beneficiary (or to such other Persons, if any, properly

designated by such Beneficiary) the Exchangeable Share Consideration deliverable in connection with such exercise of the Exchange Right; provided, however, that no such delivery shall be made unless and until the Beneficiary requesting the same

shall have paid (or provided evidence satisfactory to Contango, CallCo, the Acquiror and the Trustee of the payment of) the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. Immediately upon the giving of notice by the

Trustee to Contango, CallCo and the Acquiror of any exercise of the Exchange Right, as provided in this Section 5.6, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred, and

the Beneficiary in respect of such Exchangeable Shares shall be deemed to have transferred to Contango or CallCo, as the case may be, all of such Beneficiary’s right, title and interest in and to such Exchangeable Shares and in the related

interest in the Trust Estate and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive the total Exchangeable Share

Consideration in respect of such Exchangeable Shares, unless such Exchangeable Share Consideration is not delivered by Contango or CallCo, as the case may be, to the Trustee for delivery to such Beneficiary (or to such other Person, if any, properly

designated by such Beneficiary) within five Business Days of the date of the giving of such notice by the Trustee, in which case the rights of the Beneficiary shall remain unaffected until such Exchangeable Share Consideration is so delivered. Upon

delivery of such Exchangeable Share Consideration to the Trustee, the Trustee shall promptly deliver such Exchangeable Share Consideration to such Beneficiary (or to such other Person, if any, properly designated by such Beneficiary). Concurrently

with the closing of the transaction of purchase and sale contemplated by such exercise of the Exchange Right, the Beneficiary shall be considered and deemed for all purposes to be the holder of the Contango Shares delivered to it pursuant to such

exercise of the Exchange Right.

5.7 Exercise of Exchange Right Subsequent to Retraction. In the event that a Beneficiary

has exercised its retraction right under Section 27.6(a) of the Exchangeable Share Provisions to require the Acquiror to redeem any or all of the Retracted Shares and is notified by the Acquiror pursuant to Section 27.6(a)(iii) of the

Exchangeable Share Provisions that the Acquiror will not be permitted as a result of solvency requirements of applicable law to redeem all

such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from the Acquiror, and provided that neither Contango nor CallCo shall have exercised its Retraction Call

Right with respect to the Retracted Shares and that the Beneficiary shall not have revoked the retraction request delivered by the Beneficiary to the Acquiror pursuant to Section 27.6(a)(iv) of the Exchangeable Share Provisions, the retraction

request will constitute and will be deemed to constitute notice from the Beneficiary to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares that the Acquiror is unable to redeem. In any such

event, the Acquiror hereby agrees with the Trustee, and in favour of the Beneficiary, promptly to notify the Trustee of such prohibition against the Acquiror and to forward or cause to be forwarded to the Trustee all relevant materials delivered by

the Beneficiary to the Acquiror or to the Transfer Agent in connection with such proposed redemption of the Retracted Shares and the Trustee will thereupon exercise the Exchange Right with respect to the Retracted Shares that the Acquiror is not

permitted to redeem and will require Contango or, at the option of Contango, CallCo, to purchase such shares in accordance with the provisions of this Article 5.

5.8 Stamp or Other Transfer Taxes. Upon any sale or transfer of Exchangeable Shares to Contango or CallCo pursuant to the

exercise of the Exchange Right or the Automatic Exchange Right, the Contango Shares to be delivered in connection with the payment of the purchase price therefor shall be issued in the name of the Beneficiary in respect of the Exchangeable Shares so

sold or transferred or in such names as such Beneficiary may otherwise direct in writing without charge to the holder of the Exchangeable Shares so sold or transferred; provided, however, that such Beneficiary (a) shall pay (and none of

Contango, CallCo, the Acquiror or the Trustee shall be required to pay or otherwise bear) any documentary, stamp, transfer or other taxes or duties that may be payable in respect of any sale or transfer involved in the issuance or delivery of such

shares to a Person other than such Beneficiary including, without limitation, in the event that Exchangeable Shares are being delivered, sold or transferred in the name of a clearing service or depositary or a nominee thereof, or (b) shall have

evidenced to the satisfaction of Contango, CallCo, the Acquiror and the Trustee that such taxes or duties (if any) have been paid.

5.9 Notice of Insolvency Event. As soon as reasonably practicable following the occurrence of an Insolvency Event or any event

that with the giving of notice or the passage of time or both would be an Insolvency Event, Contango and the Acquiror shall give written notice thereof to the Trustee. As soon as reasonably practicable after receiving notice from Contango or the

Acquiror of the occurrence of an Insolvency Event, or upon the Trustee otherwise becoming aware of an Insolvency Event, the Trustee shall mail to each Beneficiary, at the expense of Contango (such funds to be received in advance), a notice of such

Insolvency Event in the form provided by Contango, which notice shall contain a brief statement of the rights of the Beneficiaries with respect to the Exchange Right.

5.10 U.S. Securities Law Compliance and Listing of Contango Shares. Contango covenants and agrees that it will use reasonable

best efforts to (A) file a registration statement (the “Registration Statement”) on Form S-3 (or any successor or other applicable form) under the U.S. Securities Act of 1933, as

amended (the “1933 Act”) to register the Contango Shares to be issued or delivered to holders of the Exchangeable Shares by Contango or CallCo (including, for greater certainty, pursuant to the Exchange Right or the Automatic

Exchange Right) by or as promptly as practicable after the Effective Date, and (B) cause such registration statement to become effective as promptly as practicable after such filing and to maintain the effectiveness of such registration

statement (or any appropriate replacement registration statement) for so long as any Exchangeable Shares remain outstanding. Without limiting the generality of the foregoing, Contango and CallCo each covenant and agree that it will take all such

actions and do all such

things as are reasonably necessary or desirable to make such filings and seek such regulatory consents and approvals as are necessary so that the Contango Shares to be issued or delivered to

holders of Exchangeable Shares pursuant to the terms of the Exchangeable Share Provisions, the Support Agreement and this Agreement will be offered, sold, issued and delivered in compliance with the 1933 Act and all applicable state securities laws,

and applicable securities laws in Canada and will not be subject to any hold period as contemplated by Rule 144 under the 1933 Act or subject to any “hold period” resale restriction under National Instrument 45-102 Resale of Securities. Contango will use its reasonable best efforts to cause all Contango Shares to be delivered to holders of Exchangeable Shares pursuant to the terms of the Exchangeable Share

Provisions, the Support Agreement and this Agreement to be listed, quoted and posted for trading on all stock exchanges and quotation systems on which outstanding Contango Shares have been listed by Contango and remain listed and are quoted or

posted for trading at such time.

5.11 Contango Shares. Contango hereby represents, warrants and covenants that the Contango

Shares deliverable as described herein will be duly authorized and validly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance.

5.12 Automatic Exchange on Liquidation of Contango

(1)

Contango shall give the Trustee written notice of each of the following events (each, a

“Liquidation Event”) at the time set forth below:

(a)

in the event of any determination by the board of directors of Contango to institute voluntary liquidation,

dissolution or winding-up proceedings with respect to Contango or to effect any other distribution of assets of Contango among its shareholders for the purpose of winding up its affairs, at least 30 days prior

to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; and

(b)

as soon as practicable following the earlier of (i) receipt by Contango of notice of, and

(ii) Contango otherwise becoming aware of any instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of Contango or to effect any

other distribution of assets of Contango among its shareholders for the purpose of winding up its affairs, in each case where Contango has failed to contest in good faith any such proceeding commenced in respect of Contango within 30 days of

becoming aware thereof.

(2)

As soon as practicable following receipt by the Trustee from Contango of notice of a Liquidation Event, the

Trustee shall give notice thereof to the Beneficiaries. Such notice shall be provided by Contango to the Trustee and shall include a brief description of the automatic exchange of Exchangeable Shares for Contango Shares provided for in

Section 5.12(3) (the “Automatic Exchange Right”).

(3)

In order that the Beneficiaries will be able to participate on a pro rata basis with the holders of Contango

Shares in the distribution of assets of Contango in connection with a Liquidation Event, immediately prior to the effective date (the “Liquidation Event Effective Date”) of a Liquidation Event, each of the then outstanding

Exchangeable Shares (other than Exchangeable Shares held by Contango, CallCo and their affiliates) shall be automatically exchanged for one Contango Share. To effect such automatic exchange, Contango (or, if Contango so decides, in its sole

discretion and to the extent permitted by applicable law, CallCo) shall purchase each such Exchangeable Share

outstanding immediately prior to the Liquidation Event Effective Date, and each Beneficiary shall sell each Exchangeable Share held by it at such time, free and clear of any lien, claim or

encumbrance, for a purchase price per share equal to the Exchangeable Share Price immediately prior to the Liquidation Event Effective Date, which price shall be satisfied in full by Contango or CallCo, as applicable, delivering to such holder the

Exchangeable Share Consideration representing such Exchangeable Share Price. For greater certainty, the Beneficiary shall upon delivery of the Exchangeable Share Consideration cease to have any rights to be paid by the Acquiror any amount in respect

of declared and unpaid dividends or other distributions on the Exchangeable Shares.

(4)

The closing of the transaction of purchase and sale contemplated by any exercise of the Automatic Exchange

Right shall be deemed to have occurred at the close of business on the Business Day immediately prior to the Liquidation Event Effective Date, and each Beneficiary shall be deemed to have transferred to Contango or CallCo, as applicable, all of such

Beneficiary’s right, title and interest in and to the Exchangeable Shares held by such Beneficiary free and clear of any lien, claim or encumbrance and the related interest in the Trust Estate, any right of each such Beneficiary to receive

declared and unpaid dividends from the Acquiror shall be deemed to be satisfied and discharged, and each such Beneficiary shall cease to be a holder of such Exchangeable Shares and Contango or CallCo, as applicable, shall deliver or cause to be

delivered to the Trustee, for delivery to such Beneficiary, the Exchangeable Share Consideration deliverable to such Beneficiary upon such exercise of the Automatic Exchange Right. Concurrently with each such Beneficiary ceasing to be a holder of

Exchangeable Shares, such Beneficiary shall be considered and deemed for all purposes to be the holder of the Contango Shares included in the Exchangeable Share Consideration to be delivered to such Beneficiary and the certificates held by such

Beneficiary previously representing the Exchangeable Shares exchanged by the Beneficiary with Contango or CallCo, as applicable, pursuant to the exercise of the Automatic Exchange Right shall thereafter be deemed to represent the Contango Shares

issued to such Beneficiary by Contango or CallCo, as applicable, pursuant to the exercise of the Automatic Exchange Right.

5.13 Withholding Rights. Contango, CallCo, the Acquiror, the Trustee and any other Person that has any withholding obligation

with respect to any amount paid, deemed paid or otherwise deliverable under this Agreement to any holder of Exchangeable Shares or Contango Shares (any such Person, an “Other Withholding Agent”) shall be entitled to deduct and

withhold or direct Contango, CallCo, the Acquiror, the Trustee or any Other Withholding Agent to deduct or withhold on their behalf, from any such amounts as Contango, CallCo, the Acquiror, the Trustee or Other Withholding Agent is required to

deduct and withhold with respect to such payment or deemed payment under the Tax Act or United States tax laws or any provision of federal, provincial, territorial, state, local, foreign or other tax law, in each case as amended or succeeded.

Contango, CallCo, the Acquiror, the Trustee and any Other Withholding Agent may act and rely on the advice of counsel with respect to such matters. To the extent that amounts are so deducted and withheld, such deducted or withheld amounts shall be

treated for all purposes as having been paid to the holder of the shares to whom such amounts would otherwise have been paid or deemed paid and such deducted or withheld amounts shall be timely remitted to the appropriate governmental authority as

required by applicable law. To the extent that the amount so required to be deducted or withheld from any payment or deemed payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder (such difference, a

“Withholding Shortfall”), Contango, CallCo, the Acquiror, the Trustee and any Other Withholding Agent are hereby authorized to sell or otherwise dispose of, or direct Contango, CallCo, the Acquiror, the Trustee or any Other

Withholding Agent to sell or otherwise dispose of, on their account or through

a broker (the “Broker”) and on behalf of the relevant holder, or require such holder to irrevocably direct the sale through a Broker and irrevocably direct the Broker to pay

the proceeds of such sale to Contango, CallCo, the Acquiror, the Trustee and any Other Withholding Agent, as appropriate (and, in the absence of such irrevocable direction, the holder shall be deemed to have provided such irrevocable direction) such

portion of the consideration as is necessary to provide sufficient funds (after deducting commissions payable to the Broker and other costs and expenses) to Contango, CallCo, the Acquiror, the Trustee or the Other Withholding Agent, as the case may

be, to enable it to comply with such deduction or withholding requirement and Contango, CallCo, the Acquiror, the Trustee or the Other Withholding Agent, as the case may be, shall notify the holder thereof and remit to such holder any unapplied

balance of the net proceeds of such sale. Each of Contango, CallCo, the Acquiror, the Trustee and any Other Withholding Agent, as applicable, shall act in a commercially reasonable manner in respect of any withholding obligation; however, none of

Contango, CallCo, the Acquiror, the Trustee and any Other Withholding Agent, as applicable, will be liable for any loss arising out of any sale or other disposal of such consideration, including any loss relating to the manner or timing of such sale

or other disposal, the prices at which the consideration is sold or otherwise disposed of or otherwise.

5.14 No Fractional

Shares. A holder of an Exchangeable Share shall not be entitled to any fraction of a Contango Share upon the exercise of the Exchange Right or Automatic Exchange Right hereunder and such holder otherwise entitled to a fractional interest shall

be entitled to receive for such fractional interest from the Company, Contango or CallCo, as the case may be, a cash payment equal to such fractional interest multiplied by the Current Market Price.

ARTICLE 6

RESTRICTIONS

ON ISSUE OF SPECIAL VOTING SHARES

6.1 Issue of Additional Special Voting Shares. During the term of this Agreement,

Contango shall not, without the consent of the holders at the relevant time of Exchangeable Shares, given in accordance with Section 27.10(b) of the Exchangeable Share Provisions, issue any Special Voting Shares other than the Special Voting

Share issued pursuant to Section 3.1.

ARTICLE 7

CONCERNING THE TRUSTEE

7.1 Powers and

Duties of the Trustee

(1)

The rights, powers, duties and authorities of the Trustee under this Agreement, in its capacity as Trustee

of the Trust, shall include:

(a)

receipt and deposit of the Special Voting Share from Contango as trustee for and on behalf of the

Beneficiaries in accordance with the provisions of this Agreement;

(b)

granting proxies and distributing materials to Beneficiaries as provided in this Agreement;

(c)

voting the Beneficiary Votes on the direction and behalf of the Beneficiaries in accordance with the

provisions of this Agreement;

(d)

receiving the grant of the Exchange Right from Contango and CallCo, and the Automatic Exchange Right from

Contango, as trustee for and on behalf of the Beneficiaries in accordance with the provisions of this Agreement;

(e)

exercising the Exchange Right and enforcing the benefit of the Automatic Exchange Right, in each case in

accordance with the provisions of this Agreement, and in connection therewith receiving from Beneficiaries any requisite documents and distributing to such Beneficiaries the Exchangeable Share Consideration to which such Beneficiaries are entitled

pursuant to the exercise of the Exchange Right or the Automatic Exchange Right, as the case may be;

(f)

holding title to the Trust Estate;

(g)

investing any moneys forming, from time to time, a part of the Trust Estate as provided in this Agreement;

(h)

taking action at the direction of a Beneficiary or Beneficiaries to enforce the obligations of Contango,

CallCo and the Acquiror under this Agreement; and

(i)

taking such other actions and doing such other things as are specifically provided in this Agreement to be

carried out by the Trustee.

(2)

In the exercise of such rights, powers, duties and authorities, the Trustee shall have (and is granted) such

incidental and additional rights, powers, duties and authority not in conflict with any of the provisions of this Agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary, appropriate or

desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers, duties and authorities by the Trustee shall be final, conclusive and binding upon all Persons. For greater certainty, the Trustee shall have only those

duties as are set out specifically in this Agreement.

(3)

The Trustee, in exercising its rights, powers, duties and authorities hereunder, shall act honestly and in

good faith and with a view to the best interests of the Beneficiaries and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances.

(4)

The Trustee shall not be bound to give notice or do or take any act, action or proceeding by virtue of the

powers conferred on it hereby unless and until it shall be specifically required to do so under the terms hereof; nor shall the Trustee be required to take any notice of, or to do, or to take any act, action or proceeding as a result of any default

or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee, and in the absence of such

notice the Trustee may for all purposes of this Agreement conclusively assume that no default or breach has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.

7.2 Conflict of Interest. The Trustee represents to Contango, CallCo and the Acquiror that, at the date

of execution and delivery of this Agreement and to the best of its knowledge, there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall,

within 90 days after it becomes aware that such material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 10. If the Trustee has a material

conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity, the validity and enforceability of this Agreement shall not be affected in any

manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 7.2, any interested party may

apply to the Supreme Court of British Columbia for an order that the Trustee be replaced as Trustee hereunder.

7.3 Dealings

with Transfer Agents, Registrars, etc.

(1)

Each of Contango, CallCo and the Acquiror irrevocably authorizes the Trustee, from time to time, to:

(a)

consult, communicate and otherwise deal with the respective registrars and transfer agents, and with any

such subsequent registrar or transfer agent, of the Exchangeable Shares and Contango Shares; and

(b)

requisition, from time to time, from any such registrar or transfer agent, any information readily available

from the records maintained by it which the Trustee may reasonably require for the discharge of its duties and responsibilities under this Agreement.

(2)

Each of Contango and CallCo shall forthwith irrevocably authorize its respective registrar and transfer

agent to comply with all such requests and covenants that it shall supply the Trustee or its transfer agent, as the case may be, in a timely manner with duly executed certificates, if the Exchangeable Shares are certificated, for the purpose of

completing the exercise from time to time of all rights to acquire Contango Shares hereunder, under the Exchangeable Share Provisions and under any other security or commitment given to the Beneficiaries pursuant thereto, in each case pursuant to

the provisions hereof or of the Exchangeable Share Provisions or otherwise.

7.4 Books and Records. The

Trustee shall keep available for inspection during regular business hours by Contango, CallCo and the Acquiror at the Trustee’s principal office in Vancouver, British Columbia correct and complete books and records of account relating to the

Trust created by, and Trustee’s actions under, this Agreement, including all relevant data relating to mailings and instructions to and from Beneficiaries and all transactions pursuant to the Exchange Right and the Automatic Exchange Right. On

or before March 31, 2027, and on or before March 31 in every year thereafter, so long as the Special Voting Share is registered in the name of the Trustee, the Trustee shall transmit to Contango, CallCo and the Acquiror a brief report upon

request, dated as of the preceding December 31, with respect to:

(a)

the property and funds comprising the Trust Estate as of that date;

(b)

the number of exercises of the Exchange Right, if any, and the aggregate number of Exchangeable Shares

received by the Trustee on behalf of Beneficiaries in consideration of the issuance and delivery by Contango or CallCo of Contango Shares in connection with the Exchange Right, during the calendar year ended on such December 31; and

(c)

any action taken by the Trustee in the performance of its duties under this Agreement which it had not

previously reported.

7.5 Income Tax Returns and Reports. The Trustee shall, to the extent necessary,

prepare and file, or cause to be prepared and filed, on behalf of the Trust appropriate Canadian

or other income tax returns and any other returns or reports as may be required by applicable law (including, for the avoidance of doubt, any U.S. federal income tax or other returns or reports),

by any court, tribunal, government, governmental or regulatory agency or public official, or pursuant to the rules and regulations of any securities exchange or other trading system through which the Exchangeable Shares are traded. In connection

therewith, the Trustee may obtain the advice and assistance of such experts or advisors (who may be experts or advisors to Contango, CallCo and/or the Acquiror) as the Trustee considers necessary or advisable. If requested by the Trustee, Contango

shall retain or caused to be retained qualified experts or advisors for the purpose of providing such tax advice or assistance.

7.6 Indemnification

Prior to Certain Actions by Trustee

(1)

The Trustee shall exercise any or all of the rights, duties, powers or authorities vested in it by this

Agreement at the request, order or direction of any Beneficiary upon such Beneficiary furnishing to the Trustee reasonable funding, security or indemnity against the costs, expenses and liabilities which may be incurred by the Trustee therein or

thereby, provided that no Beneficiary shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and authorities with respect to the

Special Voting Share pursuant to Article 4, subject to Section 7.15, and with respect to the Exchange Right and the Automatic Exchange Right pursuant to Article 5.

(2)

None of the provisions contained in this Agreement shall require the Trustee to expend or risk its own funds

or otherwise incur financial liability in the exercise of any of its rights, powers, duties, or authorities unless funded, given security and indemnified as aforesaid.

7.7 Action of Beneficiaries. No Beneficiary shall have the right to institute any action, suit or proceeding or to exercise any

other remedy authorized by this Agreement for the purpose of enforcing any of its rights or for the execution of any trust or power hereunder unless the Beneficiary has requested the Trustee to take or institute such action, suit or proceeding and

furnished the Trustee with the funding, security or indemnity referred to in Section 7.6 and the Trustee shall have failed to act within a reasonable time thereafter. In such case, but not otherwise, the Beneficiary shall be entitled to take

proceedings in any court of competent jurisdiction such as the Trustee might have taken; it being understood and intended that no one or more Beneficiaries shall have any right in any manner whatsoever to affect, disturb or prejudice the rights

hereby created by any such action, or to enforce any right hereunder or the Voting Rights, the Exchange Right or the Automatic Exchange Right except subject to the conditions and in the manner herein provided, and that all powers and trusts

hereunder shall be exercised and all proceedings at law shall be instituted, had and maintained by the Trustee, except only as herein provided, and in any event for the equal benefit of all Beneficiaries.

7.8 Reliance Upon Declarations. The Trustee shall not be considered to be in contravention of any of its rights, powers, duties

and authorities hereunder if, when required, it acts and relies in good faith upon statutory declarations, certificates, opinions or reports furnished pursuant to the provisions hereof or required by the Trustee to be furnished to it in the exercise

of its rights, powers, duties and authorities hereunder if such statutory declarations, certificates, opinions or reports comply with the provisions of Section 7.9, if applicable, and with any other applicable provisions of this Agreement.

7.9 Evidence and Authority to Trustee

(1)

Contango, CallCo and/or the Acquiror shall furnish to the Trustee evidence of compliance with the conditions

provided for in this Agreement relating to any action or step required or permitted to be taken by Contango, CallCo and/or the Acquiror or the Trustee under this Agreement or as a result of any obligation imposed under this Agreement, including in

respect of the Voting Rights, the Exchange Right or the Automatic Exchange Right and the taking of any other action to be taken by the Trustee at the request of or on the application of Contango, CallCo and/or the Acquiror promptly if and when:

(a)

such evidence is required by any other Section of this Agreement to be furnished to the Trustee in

accordance with the terms of this Section 7.9; or

(b)

the Trustee, in the exercise of its rights, powers, duties and authorities under this Agreement, gives

Contango, CallCo and/or the Acquiror written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice.

(2)

Such evidence shall consist of an Officer’s Certificate of Contango, CallCo and/or the Acquiror or a

statutory declaration or a certificate made by Persons entitled to sign an Officer’s Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement.

(3)

Whenever such evidence relates to a matter other than the Voting Rights or the Exchange Right or the

Automatic Exchange Right or the taking of any other action to be taken by the Trustee at the request or on the application of Contango, CallCo and/or the Acquiror, and except as otherwise specifically provided herein, such evidence may consist of a

report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer or other expert or any other Person whose qualifications give authority to a statement made by such Person; provided, however, that if such report or opinion is

furnished by a director, officer or employee of Contango, CallCo and/or the Acquiror it shall be in the form of an Officer’s Certificate or a statutory declaration.

(4)

Each statutory declaration, Officer’s Certificate, opinion or report furnished to the Trustee as

evidence of compliance with a condition provided for in this Agreement shall include a statement by the Person giving the evidence:

(a)

declaring that such Person has read and understands the provisions of this Agreement relating to the

condition in question;

(b)

describing the nature and scope of the examination or investigation upon which such Person based the

statutory declaration, certificate, statement or opinion; and

(c)

declaring that such Person has made such examination or investigation as such Person believes is necessary

to enable such Person to make the statements or give the opinions contained or expressed therein.

7.10

Experts, Advisers and Agents. The Trustee may:

(a)

in relation to these presents act and rely on the opinion or advice of or information obtained from any

solicitor, attorney, auditor, accountant, appraiser, valuer or other

expert, whether retained by the Trustee or by Contango, CallCo and/or the Acquiror or otherwise, and may retain or employ such assistants as may be necessary to the proper discharge of its powers

and duties and determination of its rights hereunder and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid;

(b)

employ such agents and other assistants as it may reasonably require for the proper determination and

discharge of its powers and duties hereunder; and

(c)

pay reasonable remuneration for all services performed for it (and shall be entitled to receive reasonable

remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all reasonable disbursements, costs and expenses made or incurred by it in the discharge of its duties hereunder and in the management of the

Trust.

7.11 Investment of Moneys Held by Trustee. Unless otherwise provided in this Agreement, any moneys

held by or on behalf of the Trustee which under the terms of this Agreement may or ought to be invested or which may be on deposit with the Trustee or which may be in the hands of the Trustee may be invested or reinvested in the name or under the

control of the Trustee in securities in which, under the laws of the Province of British Columbia, trustees are authorized to invest trust moneys or as otherwise agreed upon in writing by the Trustee and the Acquiror, provided that such securities

are stated to mature within two years after their purchase by the Trustee and in any event prior to the Sunset Date, and the Trustee shall so invest such money on the written direction of the Acquiror. Pending the investment of any money as herein

provided, such moneys may be deposited in the name of the Trustee in any chartered bank in Canada or, with the consent of the Acquiror, in the deposit department of the Trustee or any other specified loan or trust company authorized to accept

deposits under the laws of Canada or any province thereof at the rate of interest then current on similar deposits. The Trustee shall not be held liable for any losses incurred in the investment of any funds as herein provided and all interest on

monies held by or on behalf of the Trustee shall be for the account of the Acquiror and held by the Trustee for the benefit of the Acquiror.

7.12 Trustee Not Required to Give Security. The Trustee shall not be required to give any bond or security in respect of the

execution of the trusts, rights, duties, powers and authorities of this Agreement or otherwise in respect of the premises.

7.13

Trustee Not Bound to Act on Request. Except as in this Agreement otherwise specifically provided, the Trustee shall not be bound to act in accordance with any direction or request of Contango, CallCo and/or the Acquiror or of the respective

directors thereof until a duly authenticated copy of the instrument or resolution containing such direction or request shall have been delivered to the Trustee, and the Trustee shall be empowered to act upon any such copy purporting to be

authenticated and believed by the Trustee, acting reasonably, to be genuine. The Trustee shall have the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee, in

its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation or regulation or guideline.

Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or

anti-terrorist legislation or regulation, then it shall have the right to resign on fifteen days written notice to the other parties to this Agreement, provided that (a) the Trustee’s written notice shall describe the circumstances

of such non-compliance and (b) if such circumstances are rectified to the Trustee’s satisfaction within such fifteen day period, such

resignation shall not be effective.

7.14 Authority to Carry on Business. The Trustee represents to Contango, CallCo and the

Acquiror that, at the date of execution and delivery by it of this Agreement, it is authorized to carry on the business of a trust company in each of the provinces and territories of Canada but if, notwithstanding the provisions of this

Section 7.14, it ceases to be so authorized to carry on business, the validity and enforceability of this Agreement and the Voting Rights, the Exchange Right and the Automatic Exchange Right and the other rights granted in or resulting from the

Trustee being a party to this Agreement shall not be affected in any manner whatsoever by reason only of such event but the Trustee shall, within 90 days after ceasing to be authorized to carry on the business of a trust company in any province or

territory of Canada, either become so authorized or resign in the manner and with the effect specified in Article 10.

7.15 Conflicting Claims

(1)

If conflicting claims or demands are made or asserted with respect to any interest of any Beneficiary in any

Exchangeable Shares, including any disagreement between the heirs, representatives, successors or assigns succeeding to all or any part of the interest of any Beneficiary in any Exchangeable Shares, resulting in conflicting claims or demands being

made in connection with such interest, then the Trustee shall be entitled, in its sole discretion, to refuse to recognize or to comply with any such claims or demands. In so refusing, the Trustee may elect not to exercise any Voting Rights, Exchange

Right, Automatic Exchange Right or other rights subject to such conflicting claims or demands and, in so doing, the Trustee shall not be or become liable to any Person on account of such election or its failure or refusal to comply with any such

conflicting claims or demands. The Trustee shall be entitled to continue to refrain from acting and to refuse to act until:

(a)

the rights of all adverse claimants with respect to the Voting Rights, Exchange Right, Automatic Exchange

Right or other rights subject to such conflicting claims or demands have been adjudicated by a final judgement of a court of competent jurisdiction and all rights of appeal have expired; or

(b)

all differences with respect to the Voting Rights, Exchange Right, Automatic Exchange Right or other rights

subject to such conflicting claims or demands have been conclusively settled by a valid written agreement binding on all such adverse claimants, and the Trustee shall have been furnished with an executed copy of such agreement certified to be in

full force and effect.

(2)

If the Trustee elects to recognize any claim or comply with any demand made by any such adverse claimant, it

may in its discretion require such claimant to furnish such surety bond or other security satisfactory to the Trustee as it shall deem appropriate to fully indemnify it as between all conflicting claims or demands.

7.16 Acceptance of Trust. The Trustee hereby accepts the Trust created and provided for, by and in this Agreement and agrees to

perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various Persons who shall from time to time be Beneficiaries, subject to all the terms and

conditions herein set forth.

7.17 Third Party Interests. Each party to this Agreement hereby represents to

the Trustee that any account to be opened by, or interest to be held by the Trustee in connection with this Agreement, for or to the credit of such party, either (a) is not intended to be used by or on behalf of any third party, or (b) is

intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Trustee’s prescribed form as to the particulars of such third party.

7.18 Privacy. The parties acknowledge that Canadian federal, territorial and/or provincial legislation that addresses the

protection of individuals’ personal information (collectively, “Privacy Laws”) applies to obligations and activities under this Agreement. Despite any other provision of this Agreement, no party shall take or direct any

action that would contravene, or cause the others to contravene, applicable Privacy Laws. The parties shall, prior to transferring or causing to be transferred personal information to the Trustee, obtain and retain required consents of the relevant

individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. Specifically,

the Trustee agrees (a) to have a designated chief privacy officer, (b) to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry, (c) to use personal information

solely for the purposes of providing its services under or ancillary to this Agreement and not to use it for any purpose except with the consent of or direction from the other parties or the individual involved, (d) not to sell or otherwise

improperly disclose personal information to any third party, and (e) to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or

modification. The Trustee may transfer personal information to other companies in or outside of Canada for the sole purpose of receiving data processing, storage or other support services in order to facilitate the services provided under this

Agreement. Further, each party agrees that it shall not provide, or cause to be provided to the Trustee, any personal information of any third party to this Agreement other than such personal information as is reasonably necessary to permit the

Trustee to complete its duties hereunder.

ARTICLE 8

COMPENSATION

8.1

Fees and Expenses of the Trustee. Contango, CallCo and the Acquiror jointly and severally agree to pay the Trustee reasonable compensation for all of the services rendered by it under this Agreement and shall reimburse the Trustee for all

reasonable and documented expenses (including, but not limited to, taxes (other than taxes based on the net income or capital of the Trustee), fees paid to legal counsel and other experts and advisors and agents and travel expenses) and

disbursements, including the reasonable cost and expense of any suit or litigation of any character and any proceedings before any governmental agency, in each case reasonably incurred by the Trustee in connection with its duties under this

Agreement; provided, however, that none of Contango, CallCo or the Acquiror shall have any obligation to reimburse the Trustee for any expenses or disbursements paid, incurred or suffered by the Trustee in any suit or litigation or any such

proceedings in which the Trustee is determined to have acted in bad faith or with fraud, gross negligence or willful misconduct.

ARTICLE 9

INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1 Indemnification of the Trustee.

(1)

Contango, CallCo and the Acquiror jointly and severally agree to indemnify and hold harmless the Trustee and

each of its directors, officers, employees and agents appointed and acting in accordance with this Agreement (collectively, the “Indemnified Parties”) against all claims, losses, damages, reasonable costs, penalties, fines and

reasonable and documented expenses (including reasonable and documented expenses of the Trustee’s legal counsel) which, without bad faith, fraud, gross negligence or willful misconduct on the part of any Indemnified Party, may be paid,

incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the

Trustee by Contango, CallCo or the Acquiror pursuant hereto.

(2)

The Trustee shall promptly notify Contango, CallCo and the Acquiror of a claim or of any action commenced

against any Indemnified Parties promptly after the Trustee or any of the Indemnified Parties shall have received written assertion of such a claim or action or have been served with a summons or other first legal process giving information as to the

nature and basis of the claim or action; provided, however, that the omission to so notify Contango, CallCo or the Acquiror shall not relieve Contango, CallCo or the Acquiror of any liability which any of them may have to any Indemnified Party

except to the extent that any such delay prejudices the defence of any such claim or action or results in any increase in the liability which Contango, CallCo or the Acquiror have under this indemnity. Subject to (ii) below, Contango, CallCo

and the Acquiror shall be entitled to participate at their own expense in the defence and, if Contango, CallCo and the Acquiror so elect at any time after receipt of such notice, any of them may assume the defence of any suit brought to enforce any

such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, but the fees and expenses of such counsel shall be at the expense of the Trustee unless (i) the employment of such

counsel has been authorized by Contango, CallCo or the Acquiror, or (ii) the named parties to any such suit include both the Trustee and Contango, CallCo or the Acquiror and the Trustee shall have been advised by counsel acceptable to Contango,

CallCo and the Acquiror that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Contango, CallCo or the Acquiror and that, in the judgement of such counsel, would present a

conflict of interest were a joint representation to be undertaken (in which case Contango, CallCo and the Acquiror shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees

and expenses of counsel for the Trustee). This indemnity shall survive the termination of the Trust and the resignation or removal of the Trustee.

(3)

Notwithstanding any other provision of this Agreement, any liability of the Trustee shall be limited to:

(i) direct damages; and (ii) in the aggregate, the amount of annual fees collected by the Trustee under this Agreement in the twelve (12) months immediately preceding the first notice of the claim.

(4)

Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or

unforeseeable, the Trustee shall not be liable under any circumstances whatsoever for any special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages of any other Person.

9.2 Limitation of Liability. The Trustee shall not be held liable for any loss

which may occur by reason of depreciation of the value of any part of the Trust Estate or any loss incurred on any investment of funds pursuant to this Agreement.

ARTICLE 10

CHANGE OF

TRUSTEE

10.1 Resignation. The Trustee, or any trustee hereafter appointed, may at any time resign by giving written

notice of such resignation to Contango, CallCo and the Acquiror specifying the date on which it desires to resign, provided that such notice shall not be given less than 30 days before such desired resignation date unless Contango, CallCo and the

Acquiror otherwise agree and provided further that such resignation shall not take effect until the date of the appointment of a successor trustee and the acceptance of such appointment by the successor trustee. Upon receiving such notice of

resignation, Contango, CallCo and the Acquiror shall promptly appoint a successor trustee, which successor trustee shall be a corporation organized and existing under the laws of Canada and authorized to carry on the business of a trust company in

all provinces and territories of Canada, by written instrument in duplicate, one copy of which shall be delivered to the resigning trustee and one copy to the successor trustee. Failing the appointment and acceptance of a successor trustee, a

successor trustee may be appointed by order of a court of competent jurisdiction upon application of one or more of the parties to this Agreement. If the retiring trustee is the party initiating an application for the appointment of a successor

trustee by order of a court of competent jurisdiction, Contango, CallCo and the Acquiror shall be jointly and severally liable to reimburse the retiring trustee for its reasonable and documented legal costs and expenses in connection with same.

10.2 Removal. The Trustee, or any trustee hereafter appointed, may (provided a successor trustee is appointed) be removed at any

time on not less than 30 days’ prior notice by written instrument executed by Contango, CallCo and the Acquiror, in duplicate, one copy of which shall be delivered to the trustee so removed and one copy to the successor trustee, provided that

such removal shall not take effect until the date of acceptance of appointment by the successor trustee.

10.3 Successor

Trustee. Any successor trustee appointed as provided under this Agreement shall execute, acknowledge and deliver to Contango, CallCo and the Acquiror and to its predecessor trustee an instrument accepting such appointment. Thereupon the

resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor under this

Agreement, with the like effect as if originally named as trustee in this Agreement. However, on the written request of Contango, CallCo and the Acquiror or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then

due to it pursuant to the provisions of this Agreement, execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon the request of any such successor trustee, Contango,

CallCo, the Acquiror and such predecessor trustee shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers.

10.4 Notice of Successor Trustee. Upon acceptance of appointment by a successor trustee as provided herein, Contango, CallCo and

the Acquiror shall cause to be mailed notice of the succession of such trustee hereunder to each Beneficiary specified in a then-current List. If Contango, CallCo or the Acquiror shall fail to cause such notice to be mailed within ten Business

Days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed promptly at the expense of Contango, CallCo and the Acquiror.

ARTICLE 11

CONTANGO

SUCCESSORS

11.1 Certain Requirements in Respect of Combination, etc. So long as any Exchangeable Shares not

owned by Contango or its affiliates are outstanding, Contango shall not enter into any transaction (whether by way of reorganization, consolidation, arrangement, amalgamation, merger, transfer, sale for otherwise) whereby all or substantially all of

its undertaking, property and assets would become the property of any other Person or, in the case of an amalgamation or merger, of the continuing corporation resulting therefrom, provided that it may do so if:

(a)

such other Person or continuing corporation (the “Contango Successor”), by operation of

law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, a trust agreement supplemental hereto and such other instruments

(if any) as are necessary or advisable to evidence the assumption by the Contango Successor of liability for all moneys payable and property deliverable hereunder and the covenant of such Contango Successor to pay and deliver or cause to be paid and

delivered the same and its agreement to observe and perform all the covenants and obligations of Contango under this Agreement; and

(b)

such transaction shall be upon such terms and conditions as to substantially preserve and not impair any of

the rights, duties, powers and authorities of the Trustee or the holders of the Exchangeable Shares.

11.2

Vesting of Powers in Successor. Whenever the conditions of Section 11.1 have been duly observed and performed, the parties, if required by Section 11.1, shall execute and deliver the supplemental trust agreement provided for in

Section 11.1(a) and thereupon the Contango Successor and such other Person that may then be the issuer of the Contango Shares shall possess and from time to time may exercise each and every right and power of Contango under this Agreement in

the name of Contango or otherwise and any act or proceeding by any provision of this Agreement required to be done or performed by the board of directors of Contango or any officers of Contango may be done and performed with like force and effect by

the directors or officers of such Contango Successor.

11.3 Wholly-Owned Subsidiaries. Nothing herein shall be construed as

preventing (a) the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Contango (other than the Acquiror or CallCo) with or into Contango, (b) the winding-up, liquidation or

dissolution of any wholly-owned direct or indirect subsidiary of Contango (other than the Acquiror or CallCo), provided that all of the assets of such subsidiary are transferred to Contango or another wholly-owned direct or indirect subsidiary of

Contango, (c) any other distribution of the assets of any wholly-owned direct or indirect subsidiary of Contango among the shareholders of such subsidiary for the purpose of winding up its affairs, and (d) any such transactions which are

expressly permitted by this Article 11.

11.4 Successor Transactions. Notwithstanding the foregoing provisions of this

Article 11, in the event of a Contango Extraordinary Transaction:

(a)

in which Contango merges, combines or amalgamates with, or in which all or substantially all of the then

virtue of a right referred to in paragraph 251(5)(b) thereof) or any analogous provision under the Code;

(b)

which does not result in an acceleration of the Redemption Date in accordance with paragraph (ii) of

the definition of Redemption Date in the Exchangeable Share Provisions; and

(c)

in which all or substantially all of the then outstanding Contango Shares are converted into or exchanged

for the Other Shares of the Other Corporation that, immediately after such Contango Extraordinary Transaction, owns or controls, directly or indirectly, Contango;

then, (i) all references herein to “Contango” shall thereafter be and be deemed to be references to “Other

Corporation” and all references herein to “Contango Shares” shall thereafter be and be deemed to be references to “Other Shares” (with appropriate adjustments, if any, as are required to result in a holder of

Exchangeable Shares on the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions or the exchange of such shares pursuant to this Agreement immediately subsequent to the Contango Extraordinary Transaction

being entitled to receive that number of Other Shares equal to the number of Other Shares such holder of Exchangeable Shares would have received if the exchange, redemption or retraction of such shares pursuant to the Exchangeable Share Provisions

or the exchange of such shares pursuant to this Agreement had occurred immediately prior to the Contango Extraordinary Transaction and the Contango Extraordinary Transaction was completed) but subject to subsequent adjustments to reflect any

subsequent changes in the share capital of the issuer of the Other Shares, including without limitation, any subdivision, consolidation or reduction of share capital, without any need to amend the terms and conditions of this Agreement and without

any further action required, and (ii) Contango shall cause the Other Corporation to deposit one or more voting securities of such Other Corporation to allow Beneficiaries to exercise voting rights in respect of the Other Corporation

substantially similar to those provided for in this Agreement.

ARTICLE 12

AMENDMENTS AND SUPPLEMENTAL TRUST AGREEMENTS

12.1 Amendments, Modifications, etc. Subject to Section 12.2, 12.4 and 14.1 this Agreement may not be amended

or modified except by an agreement in writing executed by Contango, CallCo, the Acquiror and the Trustee and approved by the Beneficiaries in accordance with Section 27.10(b) of the Exchangeable Share Provisions. No amendment or modification or

waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto.

12.2 Ministerial Amendments. Notwithstanding the provisions of Section 12.1, the parties to this Agreement may in writing,

at any time and from time to time, without the approval of the Beneficiaries, amend or modify this Agreement for the purposes of:

(a)

adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder

provided that the board of directors of each of Contango, CallCo, the Acquiror and the Trustee, acting on the advice of counsel, shall be of

the good faith opinion that such additions will not be prejudicial to the rights or interests of the Beneficiaries;

(b)

evidencing the succession of Contango Successors and the covenants of and obligations assumed by each such

Contango Successor in accordance with the provisions of Article 11;

(c)

making such amendments or modifications not inconsistent with this Agreement as may be necessary or

desirable with respect to matters or questions arising hereunder which, in the good faith opinion of the board of directors of each of Contango, CallCo and the Acquiror and in the opinion of the Trustee, acting on the advice of counsel, it may be

expedient to make, provided that each such board of directors and the Trustee shall be of the good faith opinion, after consultation with counsel, that such amendments or modifications will not be prejudicial to the rights or interests of the

Beneficiaries; or

(d)

making such changes or corrections which, on the advice of counsel to Contango, CallCo, the Acquiror and the

Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that each such board of directors and the Trustee shall be of the good faith

opinion that such changes or corrections will not be prejudicial to the rights or interests of the Beneficiaries.

12.3 Meeting to Consider Amendments. The Acquiror, at the request of Contango, shall call a meeting or meetings of the

Beneficiaries for the purpose of considering any proposed amendment or modification requiring approval pursuant hereto. Any such meeting or meetings shall be called and held in accordance with the articles of the Acquiror, the Exchangeable Share

Provisions and all applicable laws.

12.4 Changes in Capital of Contango and the Acquiror. Notwithstanding the provisions of

Section 12.1, at all times after the occurrence of any event contemplated pursuant to Section 2.7 or 2.8 of the Support Agreement or otherwise, as a result of which either Contango Shares or the Exchangeable Shares or both are in any way

changed, this Agreement shall forthwith be amended and modified as necessary in order that it shall apply with full force and effect, mutatis mutandis, to all new securities into which Contango Shares or the Exchangeable Shares or both are so

changed and the parties hereto shall execute and deliver a supplemental trust agreement giving effect to and evidencing such necessary amendments and modifications.

12.5 Execution of Supplemental Trust Agreements. Notwithstanding the provisions of Section 12.1, from time to time

Contango, CallCo and the Acquiror (in each case, when authorized by a resolution of its board of directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by

their proper officers, trust agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes:

(a)

evidencing the succession of Contango Successors and the covenants of and obligations assumed by each such

Contango Successor in accordance with the provisions of Article 11 and the successors of the Trustee or any successor trustee in accordance with the provisions of Article 10;

(b)

making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting

Rights, the Exchange Right or the Automatic Exchange Right which, in the opinion of the Trustee, acting on the advice of counsel, will not be prejudicial to the interests of the Beneficiaries or are, in the opinion of counsel to the Trustee,

necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to Contango, CallCo, the Acquiror, the Trustee or this Agreement; and

(c)

for any other purposes not inconsistent with the provisions of this Agreement, including without limitation

to make or evidence any amendment or modification to this Agreement as contemplated hereby; provided that, in the opinion of the Trustee, acting on the advice of counsel, the rights of the Trustee and Beneficiaries will not be prejudiced thereby.

ARTICLE 13

TERMINATION

13.1

Term. The Trust created by this Agreement shall continue until the earliest to occur of the following events:

(a)

no outstanding Exchangeable Shares are held by a Beneficiary; and

(b)

each of Contango, CallCo and the Acquiror elects in writing to terminate the Trust and such termination is

approved by the Beneficiaries in accordance with Section 27.10(b) of the Exchangeable Share Provisions.

13.2 Survival of Agreement. This Agreement shall survive any termination of the Trust and shall continue until there are no

Exchangeable Shares outstanding held by a Beneficiary; provided, however, that the provisions of Article 8 and Article 9 shall survive any such termination of this Agreement.

ARTICLE 14

GENERAL

14.1 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced

by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any

manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the

original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

14.2 Enurement. This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective

successors and assigns and, subject to the terms hereof, to the benefit of the Beneficiaries.

14.3 Notices to Parties. Any

notice and other communications required or permitted to be given pursuant to this Agreement shall be sufficiently given if delivered in person or if sent by electronic transmission to the parties at the following addresses:

(a)

In the case of Contango, CallCo or the Acquiror at the following address:

Contango ORE, Inc.

516 2nd Avenue

Fairbanks, AK 99701

Attention: Chief Executive Officer

E-mail: [***]

with copies (which shall not constitute notice) to:

Blake, Cassels & Graydon LLP

Suite 3500, 1133 Melville Street,

Vancouver, BC V6E 4E5

Attention: Steven McKoen, K.C. and Emma Costante

E-mail: [***] and [***]

(b)

In the case of Trustee, at the following address:

Computershare Trust Company of Canada

510 Burrard Street, 3rd Floor

Vancouver, British Columbia V6C 3B9

Attention: General Manager, Corporate Trust

Email: [***]

and such notice or other communication shall be deemed to have been given and received (x) if delivered on a Business Day prior to 5:00

p.m. (local time in the place where the notice or other communication is received), on the date of delivery, or (y) ) if notice is delivered after 5:00 p.m. or if such day is not a Business Day, then on the next Business Day. Either party may change

its address for notice by giving notice to the other parties in accordance with the foregoing provisions.

14.4 Notice to

Beneficiaries. Any notice, request or other communication to be given to a Beneficiary shall be given or sent to the address of the holder recorded in the securities register of the Acquiror or, in the event of the address of any such holder not

being so recorded, then at the last known address of such holder, in any manner permitted by the articles of the Acquiror, and shall be deemed received at the time specified by such articles. Accidental failure or omission to give any notice,

request or other communication to one or more holders of Exchangeable Shares, or any defect in such notice, shall not invalidate or otherwise alter or affect any action or proceeding to be taken pursuant thereto.

14.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which

taken together shall constitute one and the same instrument. Each party agrees that this Agreement may be delivered by electronic means and that electronic signatures shall be binding in the same manner as original signatures.

14.6 Jurisdiction. This Agreement shall be construed and enforced in accordance with the laws of the Province of British

Columbia and the laws of Canada applicable therein.

14.7 Attornment. Each of Contango, CallCo, the Acquiror and the Trustee agrees

that any action or proceeding arising out of or relating to this Agreement may be instituted in the courts of British Columbia, waives any objection which it may have now or hereafter to the venue of any such action or proceeding, irrevocably

submits to the nonexclusive jurisdiction of the said courts in any such action or proceeding, agrees to be bound by any judgement of the said courts and not to seek, and hereby waives, any review of the merits of any such judgement by the courts of

any other jurisdiction, and Contango hereby appoints the Acquiror at its registered office in the Province of British Columbia as attorney for service of process.

14.8 Communications Methods. The Trustee shall be entitled to treat a facsimile, pdf or

e-mail communication or communication by other similar electronic means in a form satisfactory to the Trustee (“Electronic Methods”) from a Person purporting to be (and whom the Trustee,

acting reasonably, believes in good faith to be) the authorized representative of a party, as sufficient instructions and authority of the party for the Trustee to act and shall have no duty to verify or confirm that such Person is so authorized.

The parties hereto acknowledge that they are fully informed of the protections and risks associated with the various methods of transmitting instructions to the Trustee and that there may be more secure methods of transmitting instructions than

Electronic Methods.

14.9 Force Majeure. No party shall be liable to the other, or held in breach of this Agreement,

if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes or any other similar causes

(including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is

excusable under this Section 14.9.

[Remainder of this page left intentionally blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to

be duly executed as of the date first above written.

CONTANGO ORE, INC.

By:

/s/ Michael Clark

Name:

Michael Clark

Title:

Chief Financial Officer

1566002 B.C. UNLIMITED LIABILITY COMPANY

By:

/s/ Michael Clark

Name:

Michael Clark

Title:

President and Corporate Secretary

1566004 B.C. LTD.

By:

/s/ Michael Clark

Name:

Michael Clark

Title:

President and Corporate Secretary

COMPUTERSHARE TRUST COMPANY OF CANADA

By:

/s/ Ruby Ni

Name:

Ruibo (Ruby) Ni

Title:

Corporate Trust Officer

By:

/s/ Winny Lee

Name:

Winny Lee

Title:

Professional Corporate Trust

EX-99.1

Filename: d124597dex991.htm · Sequence: 7

EX-99.1

Exhibit 99.1

NEWS RELEASE

CONTANGO SILVER & GOLD INC.

Contango Completes Merger with Dolly Varden

FAIRBANKS, AK / VANCOUVER, BC — (March 26, 2026) — Contango Silver & Gold Inc. (“Contango” or the

“Company”) (NYSE American: CTGO) and Dolly Varden Silver Corporation (“Dolly Varden”) are pleased to announce they have completed their previously announced merger (the “Arrangement”), following receipt of all

required shareholder and court approvals. An application has been submitted to the Toronto Stock Exchange to list the Contango Shares (as defined below) and it is expected that the Contango Shares will be listed shortly, subject to satisfaction of

applicable listing requirements and approval of the Toronto Stock Exchange.

With the completion of the transaction, all issued and outstanding

Dolly Varden common shares have been acquired by 1566004 B.C. Ltd. (“Acquireco”), an indirect wholly owned subsidiary of Contango, under a statutory plan of arrangement. Each Dolly Varden common share has been exchanged for 0.1652 of a

share of voting common stock in Contango (each whole share being, a “Contango Share”), or, for Eligible Holders (as such term is defined in the Arrangement Agreement, as defined below) who validly elected, 0.1652 of an exchangeable share

in the capital of Acquireco (each whole share being, an “Exchangeable Share”), in each case subject to the terms and conditions of the arrangement agreement dated December 7, 2025, as amended February 11, 2026, between the

Company, Dolly Varden and Acquireco (the “Arrangement Agreement”). The Exchangeable Shares are exchangeable for Contango Shares on a one-for-one basis

subject to adjustment. All Dolly Varden stock options outstanding at closing were deemed to be exchanged for equivalent securities to acquire Contango Shares, adjusted in accordance with the exchange ratio noted above. Pursuant to the Arrangement,

Contango issued 13,686,278 Contango Shares and replacement options to purchase 417,048 Contango Shares, and Acquireco issued 1,597,301 Exchangeable Shares. After completion of the transaction, there are 30,507,599 outstanding Contango Shares,

excluding the Exchangeable Shares. For further information on the Arrangement, please refer to the Company’s definitive proxy statement dated February 13, 2026, which can be accessed online on Contango’s website at www.contangoore.com/investors/special-meeting and under the Company’s EDGAR profile, and Dolly Varden’s management information circular prepared in

respect of the arrangement, which can be accessed online under Dolly Varden’s SEDAR+ profile.

The combined entity, renamed Contango

Silver & Gold Inc., brings together Contango’s cash-flowing Manh Choh Gold Mine and advanced high-grade exploration projects in Alaska with Dolly Varden’s high-grade Kitsault Valley silver-gold project in British

Columbia’s Golden Triangle – one of the most prolific mineral belts in the world.

The merger creates a powerful North American mid-tier precious metals producer with:

•

A portfolio of high-grade precious metals assets spanning advanced exploration to production stage projects in Alaska

and British Columbia.

•

More than US$100 million in combined cash and minimal debt, providing a robust platform for growth.

•

A balanced 50/50 ownership split between Contango and former Dolly Varden shareholders.

Contango is being led by Rick Van Nieuwenhuyse, Chief Executive Officer, Shawn Khunkhun, President and Mike Clark, Executive Vice President &

Chief Financial Officer. The Board of Directors includes Clynt Nauman (Chairman), Brad Juneau, Darren Devine, Mike Cinnamond, Tim Clark, Rick Van Nieuwenhuyse, and Shawn Khunkhun, reflecting balanced representation and deep industry expertise.

“This merger marks the start of an exciting new chapter,” said Rick Van Nieuwenhuyse, CEO of Contango Silver & Gold. “By

combining Contango’s cash-flowing Manh Choh mine, the advanced stage exploration Lucky Shot and Johnson Tract projects, and the district scale exploration of high-grade silver in the Kitsault Valley, we are building a uniquely positioned gold

and silver focused company with a strong balance sheet and production base, significant growth potential, and exceptional exploration upside.”

Shawn Khunkhun, President of Contango Silver & Gold remarked, “Contango Silver & Gold offers investors exposure to an emerging

North American mid-tier producer focused on high-grade silver and gold assets. Our current value proposition is compelling on a cash flow basis, supported by strong production potential and disciplined capital

management. Beyond near-term cash flow, the most significant upside may lie in the optionality embedded within our portfolio. Our unique pipeline of high-grade primary silver and gold projects provides meaningful leverage to rising metal prices, as

well as long-term growth potential through exploration and development success.”

With completion of the acquisition, the Dolly Varden

common shares are expected to be delisted from the TSX Venture Exchange at the close of trading on March 27, 2026 and from the NYSE American on April 6, 2026. Dolly Varden will make an application to cease to be a reporting issuer in

Canada shortly thereafter. Contango has applied to list Contango Shares on the Toronto Stock Exchange, subject to satisfaction of applicable listing requirements and approval of the Toronto Stock Exchange.

CONFERENCE CALL AND WEBCAST

Contango will host a

conference call and webcast to discuss the new company on Thursday, March 26, 2026, at 1:00pm EST / 10:00am PST. Participants may join the webcast using the following call-in details: https://6ix.com/event/introducing-contango-silver-and-gold.

ABOUT CONTANGO

Contango is a NYSE American listed

company that engages in the exploration for and development and production of gold and associated minerals in Alaska and in the Golden Triangle in British Columbia. Contango holds a 30% interest in the Peak Gold JV, which leases approximately

675,000 acres of land for exploration and development on the Manh Choh project, with the remaining 70% owned by KG Mining (Alaska), Inc., an indirect subsidiary of Kinross Gold Corporation, operator of the Peak Gold JV. The Company and its

subsidiaries also have (i) a lease on the Johnson Tract project, which consists of mineral rights to approximately 21,000 acres located near tidewater, 125 miles southwest of Anchorage, Alaska, from the underlying owner, CIRI, (ii) a lease

on the Lucky Shot project, which consists of mineral rights to approximately 8,600 acres of State of Alaska and patented mining claims located in the Willow Mining District about 75 miles north of Anchorage, Alaska, from the underlying owner, Alaska

Hardrock Inc., (iii) mineral rights to approximately 145,000 acres of State of Alaska mining claims, (iv) mineral rights to approximately 11,700 acres of State of Alaska mining claims and upland mining leases, all of which give Contango the

exclusive right to explore and develop minerals on these lands, and (v) mineral tenures of approximately 247,000 acres (100,000 ha) located in and around the Kitsault Valley in the Golden Triangle of northwest British Colombia.

Additional information can be found on our web page at www.contangoore.com.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking information and forward-looking statements within the meaning of applicable securities

(“Forward-looking Statements”). These include statements regarding any anticipated benefits of the transaction, Contango’s plans and expectations for its properties and operations, operations in respect of Contango mineral

properties, terms and conditions relating to the Exchangeable Shares, the anticipated timing of the delisting of the Dolly Varden shares from the TSX-V and NYSE American and the listing of the Contango Shares

on the Toronto Stock Exchange. The Forward-looking Statements regarding Contango are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995, based on

Contango’s current expectations and includes statements regarding future results of operations, quality and nature of the asset base, the assumptions upon which estimates are based and other expectations, beliefs, plans, objectives,

assumptions, strategies or statements about future events or performance (often, but not always, using words such as “expects”, “projects”, “anticipates”, “plans”, “estimates”,

“intends”, “believes”, “ensures”, “forecasts”, “predicts”, “proposes”, “contemplates”, “aims”, “seeks”, “continues”,

“potential”, “positioned”, “strategy”, “outlook”, “future”, “going forward”, “designed to”, and similar expressions or other words of similar meaning, and the

negatives thereof, or stating that certain actions, events or results “may”, “might”, “will”, “should”, “would”, or “could” be taken, or that they are “possible”,

“probable”, or “likely” to occur or be achieved). However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking Statements are based on current expectations, estimates and

projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to: the risks of the exploration and the mining

industry (for example, operational risks in exploring for and developing mineral reserves; risks and uncertainties involving geology; the speculative nature of the mining industry; the uncertainty of estimates and projections relating to future

production, costs and expenses; the volatility of natural resources prices, including prices of gold and associated minerals; the existence and extent of commercially exploitable minerals in properties acquired by Contango or the Peak Gold JV;

ability to realize the anticipated benefits of the Peak Gold JV; potential delays or changes in plans with respect to exploration or development projects or capital expenditures; the interpretation of exploration results and the estimation of

mineral resources; the loss of key employees or consultants; health, safety and environmental risks and risks related to weather and other natural disasters); uncertainties as to the availability and cost of financing; Contango’s inability to

retain or maintain its relative ownership interest in the Peak Gold JV; inability to realize expected value from acquisitions; inability of our management team to execute its plans to meet its goals; the extent of disruptions caused by an outbreak

of disease, such as the COVID-19 pandemic; and the possibility that government policies may change, political developments may occur or governmental approvals may be delayed or withheld, including as a result

of presidential and congressional elections in the U.S. or the inability to obtain mining permits. Additional information on these and other factors which could affect Contango’s operations or financial results are included in Contango’s

other reports on file with the U.S. Securities and Exchange Commission. Investors are cautioned that any Forward-looking Statements are not guarantees of future performance and actual results or developments may differ materially from the

projections in the Forward-looking Statements. Forward-looking Statements are based on the estimates and opinions of management at the time the statements are made. Contango does not assume any obligation to update Forward-looking Statements should

circumstances or management’s estimates or opinions change.

CONTACTS:

Contango Silver & Gold Inc.

Rick Van

Nieuwenhuyse

(907) 388-7770

www.contangoore.com

EX-99.2

Filename: d124597dex992.htm · Sequence: 8

EX-99.2

Exhibit 99.2

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in Canadian Dollars)

Report of Independent Registered Public Accounting Firm To the Shareholders and Directors of Dolly Varden Silver Corporation

Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated statements of financial position of Dolly Varden Silver Corporation (the “Company”), as of December 31, 2025 and 2024, and the related

consolidated statements of loss and comprehensive loss, changes in shareholders’ equity, and cash flows for the years ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “financial

statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for

the years ended December 31, 2025 and 2024, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards). Basis for Opinion These consolidated financial statements are the

responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting

Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free

of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included

performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the

consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the Company’s auditor since 2011. /s/ DAVIDSON & COMPANY LLP Vancouver, Canada Chartered Professional

Accountants March 12, 2026

DOLLY VARDEN SILVER CORPORATION

Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

As at

Notes

December 31,

2025

December 31,

2024

ASSETS

Current

Cash and cash equivalent

61,082,045

32,057,647

Short term investments

2,119,952

Prepaid expenses

499,955

328,093

Goods and Services Tax and other receivable

1,136,156

67,552

62,718,156

34,573,244

Non-current

Property and equipment

156,041

191,715

Reclamation deposits

208,000

159,000

Exploration and evaluation assets

80,356,492

71,329,535

143,438,689

106,253,494

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current

Accounts payable

1,633,612

118,521

Accrued liabilities

2,372,171

802,656

Liability on flow-through share issuances

7,004,953

3,478,712

11,010,736

4,399,889

Shareholders’ Equity

Share capital

285,981,680

224,362,471

Reserves

13,207,452

12,513,816

Deficit

(166,761,179

)

(135,022,682

)

132,427,953

101,853,605

143,438,689

106,253,494

Nature of Operations (Note 1)

Subsequent Event (Note 15)

These consolidated

financial statements were approved for issue by the Board of Directors on March 12, 2026 and signed on its behalf by:

“Shawn Khunkhun”

“James Sabala”

Director

The accompanying notes are an integral part of these consolidated financial statements

DOLLY VARDEN SILVER CORPORATION

Consolidated Statements of Loss and Comprehensive Loss

(Expressed in Canadian Dollars)

Notes

Year Ended

December 31,

2025

Year Ended

December 31,

2024

EXPENSES

Consulting fees

2,585,354

1,275,026

Directors’ fees

263,000

228,400

Exploration and evaluation

8, 11

25,198,442

17,875,317

Management fees

1,108,100

1,536,737

Marketing and communications

2,166,118

1,477,450

Office and administration

1,026,328

250,708

Professional fees

1,893,341

236,947

Rent and maintenance

156,135

129,262

Share-based payments

9, 11

2,181,824

2,600,955

Transfer agent and filing fees

362,978

137,690

Travel and accommodation

229,507

207,161

Operating loss

(37,171,127

)

(25,955,653

)

Recovery on flow through share premium

4,561,159

4,301,284

Part XII.6 tax recovery (expense)

(306,457

)

2,933

Interest and other income

1,177,928

1,002,289

Loss and comprehensive loss for the year

(31,738,497

)

(20,649,147

)

Basic and diluted loss per common share

(0.38

)

(0.28

)

Weighted average number of common shares

outstanding– basic and diluted

84,499,539

72,938,587

The accompanying notes are an integral part of these consolidated financial statements

DOLLY VARDEN SILVER CORPORATION

Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in Canadian Dollars)

As at

Common

Share Capital

Reserves

Deficit

Total

Shareholders’

Equity

Balance, December 31, 2023

67,516,696

184,751,037

11,568,202

(114,373,535

)

81,945,704

Exercise of stock options

908,584

2,310,602

(990,995

)

1,319,607

Issuance of common shares for

acquisition of property

68,750

222,750

Issuance of flow-through shares

7,711,425

35,699,985

Issuance of common shares

2,875,000

11,500,000

Share issuance costs – cash

(3,006,253

)

(3,006,253

)

Flow-through share premium liability

(7,779,996

)

(7,779,996

)

Share-based payments

1,461,500

Restricted share compensation

1,139,455

Restricted share units converted to

common shares

171,223

664,346

(664,346

)

Loss and comprehensive loss for the year

(20,649,147

)

(20,649,147

)

Balance, December 31, 2024

79,251,678

224,362,471

12,513,816

(135,022,682

)

101,853,605

Exercise of stock options

252,062

1,153,747

(468,942

)

684,805

Issuance of common shares for

acquisition of mineral property

2,172,675

8,794,384

Issuance of flow-through shares

4,608,000

32,590,200

Issuance of common shares

5,351,500

30,138,300

Share issuance costs – cash

(3,989,268

)

(3,989,268

)

Flow-through share premium liability

(8,087,400

)

(8,087,400

)

Share-based payments

1,085,228

Restricted share unit compensation

1,096,596

Restricted share units converted to

common shares

269,806

1,019,246

(1,019,246

)

Loss and comprehensive loss for the year

(31,738,497

)

(31,738,497

)

Balance, December 31, 2025

91,905,721

285,981,680

13,207,452

(166,761,179

)

132,427,953

The accompanying notes are an integral part of these consolidated financial statements

DOLLY VARDEN SILVER CORPORATION

Consolidated Statements of Cash Flows

(Expressed

in Canadian Dollars)

Year

ended

December 31,

2025

Year

ended

December 31,

2024

CASH FLOWS FROM OPERATING ACTIVITIES

Loss for the year

(31,738,497

)

(20,649,147

)

Items not affecting cash:

Share-based payments

1,085,228

1,461,500

Restricted share unit compensation

1,096,596

1,139,455

Recovery on flow-through share premium

(4,561,159

)

(4,301,284

)

Depreciation of property and equipment

36,564

48,057

Accrued Part XII.6 tax

306,457

Loss on disposal of property and equipment

5,091

Changes in non-cash working capital items:

Prepaid expenses

(171,862

)

140,169

Goods and Services Tax receivable

(1,068,604

)

899,712

Reclamation deposits

(49,000

)

Accounts payable and accrued liabilities

2,778,149

117,125

Cash used in operating activities

(32,281,037

)

(21,144,413

)

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of equipment

(5,981

)

(23,716

)

Acquisition of exploration and evaluation assets

(232,573

)

(150,000

)

Short term investment

2,119,952

(2,119,952

)

Cash provided by (used in) investing activities

1,881,398

(2,293,668

)

CASH FLOWS FROM FINANCING ACTIVITIES

Private placement, net of share issuance costs

58,739,232

44,193,732

Exercise of stock options

684,805

1,319,607

Cash provided by financing activities

59,424,037

45,513,339

Change in cash and cash equivalent during the year

29,024,398

22,075,258

Cash and cash equivalent, beginning of year

32,057,647

9,982,389

Cash and cash equivalent, end of year

61,082,045

32,057,647

Supplemental disclosure with respect to cash flows:

Interest income received in cash

1,177,928

1,002,270

Non-cash transactions:

Fair value of options exercised

468,942

990,995

Fair value of shares issued for acquisition of exploration and evaluation assets

8,794,384

222,750

Reclassification of acquisition costs from prepaid expenses to exploration and evaluation assets

50,000

Restricted share units converted to common shares

1,019,246

664,346

Premium liability on flow-through shares

8,087,400

7,779,996

The accompanying notes are an integral part of these consolidated financial statements

DOLLY VARDEN SILVER CORPORATION

Notes to the Consolidated Financial Statements

For the years ended December 31,

2025 and 2024

(Expressed in Canadian Dollars)

NATURE OF OPERATIONS

Dolly Varden Silver Corporation (the “Company” or “Dolly Varden”) was incorporated under the Business

Corporations Act (British Columbia) on March 4, 2011 and is a public company listed on the TSX Venture Exchange (the “Exchange”) under the symbol “DV”. In addition, the Company trades on the NYSE American, LLC under

the symbol “DVS” and on the Frankfurt Exchange under the trading symbol “DVQ “. The Company’s primary business is the acquisition and exploration of mineral properties in Canada. The Company’s head office is Suite

3123, 595 Burrard Street, Vancouver, British Columbia, Canada, V7X 1J1. The registered address and records office of the Company is located at Suite 1700 Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8.

The Company owns interests in multiple mineral titles and claims in British Columbia, Canada. On February 25, 2022, the Company

acquired 100% of the outstanding common stock of Homestake Resource Corporation and its wholly owned subsidiary Homestake Royalty Corporation (collectively, “Homestake”) in exchange for common shares of the Company. The recoverability of

amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain necessary

financing to satisfy the expenditure requirements and to complete the development of properties, as well as upon future profitable production or proceeds from the disposition thereof. Management believes that the Company has sufficient working

capital to maintain its operations and activities for the next fiscal year.

On April 7, 2025, the Company completed a

consolidation of the issued and outstanding shares of the Company at a ratio of four pre-consolidation common shares for one post-consolidation common share. All share figures and per share figures in these

consolidated financial statements have been retroactively adjusted to reflect the share consolidation.

On December 7, 2025,

Dolly Varden and Contango ORE, Inc (“Contango”) entered into an arrangement agreement (the “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 (British Columbia) (“BCBCA”). Pursuant to the terms

and conditions of the Arrangement Agreement, Contango will acquire all of the issued and outstanding common shares of Dolly Varden at an exchange ratio of 0.1652 of a share of voting common stock of Contango for each Dolly Varden share held.

BASIS OF PRESENTATION

(a)

Statement of Compliance

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards, as issued by the

International Accounting Standards Board (“IASB”) effective for the year ended December 31, 2025.

(b)

Basis of Presentation

The consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments that

are measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

DOLLY VARDEN SILVER CORPORATION

Notes to the Consolidated Financial Statements

For the years ended December 31,

2025 and 2024

(Expressed in Canadian Dollars)

MATERIAL ACCOUNTING POLICY INFORMATION

(a)

Basis of Consolidation

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The financial

statements of the subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. All intercompany transactions, balances, revenue and expenses are eliminated in full upon

consolidation.

The legal subsidiaries of the Company are as follows:

Name of Subsidiary

Place of

Beneficial Ownership Interest

Incorporation

December 31, 2025

December 31, 2024

Homestake Resource Corporation

British Columbia, Canada

100%

Homestake Royalty Corporation

British Columbia, Canada

100%

(b)

Functional and Foreign Currency

The consolidated financial statements are presented in Canadian dollars, which is the Company’s and its subsidiaries’

functional currency. Foreign currency transactions are translated into Canadian dollars using the exchange rates at the date of the transactions. Foreign exchange gains or losses resulting from the settlement of transactions and from the translation

at year-end rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss.

(c)

Cash and cash equivalents

Cash and cash equivalents includes cash on hand, demand deposits with financial institutions and other short term, highly liquid

investments with original maturities of three months or less that are readily convertible to known amounts of cash and subject to an insignificant risk of change in value.

(d)

Related Party Transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise

significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or

obligations between related parties.

(e)

Equipment

The Company records equipment using the cost method, whereby equipment is stated at cost less accumulated depreciation and accumulated

impairment losses. Depreciation is recorded over the useful lives of the assets on a declining balance basis at the following annual rates.

Dock

Gas tank

Boat

Tents and trailers

General equipment

Vehicles

DOLLY VARDEN SILVER CORPORATION

Notes to the Consolidated Financial Statements

For the years ended December 31,

2025 and 2024

(Expressed in Canadian Dollars)

MATERIAL ACCOUNTING POLIICY INFORMATION (cont’d)

(e)

Equipment (cont’d)

An item of equipment is derecognized upon disposal or when no

future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized

in profit or loss.

Where an item of equipment is composed of major components with different useful lives, the components are

accounted for as separate items of equipment. Expenditures incurred to replace a component of an item of equipment that is accounted for separately including major inspection and overhaul expenditures, are capitalized.

(f)

Exploration and Evaluation Assets

Upon acquiring the legal right to explore a mineral property (exploration and evaluation assets), all direct costs related to the

acquisition of a mineral property are capitalized. Exploration and evaluation expenditures incurred prior to the determination of the feasibility of mining operations and the decision to proceed with development are recognized in profit or loss as

incurred, net of recoveries. Costs incurred before the Company has obtained the legal rights to explore an area are charged to profit or loss. Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to

determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are

demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within equipment. Recoverability of the carrying amount of any

exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

(g)

Impairment of Non-Financial Assets

Non-financial assets are evaluated at least annually by management for indicators that the

carrying value is impaired and may not be recoverable. The Company’s non-financial assets are equipment and exploration and evaluation assets. When indicators of impairment are present, the recoverable

amount of an asset is evaluated at the level of a cash generating unit (CGU), the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The

recoverable amount of a CGU is the greater of the CGU’s fair value less costs to sell and its value in use. An impairment loss is recognized in profit or loss to the extent that the carrying amount exceeds the recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value. Estimated future cash flows are

calculated using estimated recoverable reserves, estimated future commodity prices and the expected future operating and capital costs. The pre-tax discount rate applied to the estimated future cash flows

reflects current market assessments of the time value of money and the risks specific to the asset for which the future cash flow estimates have not been adjusted.

Additionally, the reviews consider factors such as political, social and legal and environmental regulations. These factors may change

due to changing economic conditions or the accuracy of certain assumptions and, hence, affect the recoverable amount. The Company uses its best efforts to fully understand all of the aforementioned to make an informed decision based upon historical

and current facts surrounding the projects. Discounted cash flow techniques often require management to make estimates and assumptions concerning reserves and resources and expected future production revenues and expenses.

DOLLY VARDEN SILVER CORPORATION

Notes to the Consolidated Financial Statements

For the years ended December 31,

2025 and 2024

(Expressed in Canadian Dollars)

MATERIAL ACCOUNTING POLIICY INFORMATION (cont’d)

(g)

Impairment of Non-Financial Assets (cont’d)

Assets that have been impaired are tested for possible reversal

of the impairment whenever events or changes in circumstance indicate that the impairment may have reversed. Where an impairment loss subsequently reverses, the carrying amount of the asset or cash generating unit (“CGU”) is increased to

the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or CGU in prior periods. A reversal of

an impairment loss is recognized immediately in profit or loss.

(h)

Decommissioning Liabilities

The Company recognizes a provision for statutory, contractual, constructive or legal obligations associated with decommissioning of

mining operations and reclamation and rehabilitation costs arising when environmental disturbance is caused by the exploration or evaluation of exploration and evaluation assets, and equipment. Provisions for site closure and decommissioning are

recognized in the period in which the obligation is incurred or acquired and are measured based on expected future cash flows to settle the obligation, discounted to their present value. The discount rate used is a

pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability including risks specific to the countries in which the related operation is located.

When an obligation is initially recognized, the corresponding cost is capitalized to the carrying amount of the related asset in

exploration and evaluation assets and equipment. These costs are depreciated using either the unit of production or straight-line method depending on the asset to which the obligation relates.

The obligation is increased for the accretion and the corresponding amount is recognized as a finance expense. The obligation is also

adjusted for changes in the estimated timing, amount of expected future cash flows, and changes in the discount rate. Such changes in estimates are added to or deducted from the related asset except where deductions are greater than the carrying

value of the related asset in which case, the amount of the excess is recognized in profit or loss.

Due to uncertainties

concerning environmental remediation, the ultimate cost to the Company of future site restoration could differ from the amounts provided. The estimate of the total provision for future site closure and decommissioning costs is subject to change

based on amendments to laws and regulations, changes in technology, price increases and changes in interest rates, and as new information concerning the Company’s closure and decommissioning liabilities becomes available.

(i)

Use of Estimates and Judgments

The preparation of these consolidated financial statements in conformity with IFRS requires management to make estimates and

assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period.

These and other estimates are subject to measurement uncertainty and the effect on the consolidated financial statements of changes in these estimates could be material. Estimates and underlying assumptions are reviewed on an ongoing basis.

Revisions to accounting estimates are recognized during the year in which the estimates are revised and in any future periods affected.

DOLLY VARDEN SILVER CORPORATION

Notes to the Consolidated Financial Statements

For the years ended December 31,

2025 and 2024

(Expressed in Canadian Dollars)

MATERIAL ACCOUNTING POLICY INFORMATION (cont’d)

(i)

Use of Estimates and Judgments (cont’d)

Significant Accounting Judgments

Significant accounting judgments that management has made in the process of applying accounting policies and that have the most

significant effect on the amounts recognized in the consolidated financial statements include, but are not limited to, the following:

Recoverability of the carrying value of the Company’s exploration and evaluation assets

Recorded costs of exploration and evaluation assets are not intended to reflect present or future values of

these properties. The recorded costs are subject to measurement uncertainty and it is reasonably possible, based on existing knowledge, that a change in future conditions could require a material change in the recognized amount.

ii)

Going concern

These consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to

realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. If the going concern assumptions were not appropriate for these consolidated financial statements, then adjustments would be necessary in

the carrying value of assets and liabilities, the reported expenses and the consolidated statements of financial position.

iii)

Stage of development

Once the technical feasibility and commercial viability of an exploration property has been determined, it is then considered to be a

mine under development and is reclassified to mineral property. The carrying value of capitalized exploration and evaluation costs are tested for impairment before they are transferred to mineral property. All costs relating to the construction,

installation, or completion of a mine that are incurred subsequent to the exploration and evaluation stage are capitalized to mineral property. The Company assesses the stage of each mine under development to determine when a property reaches the

stage when it is in the condition for it to be capable of operating in a manner intended by management (“commercial production”). Determining when a mine has achieved commercial production is a matter of judgement.

Critical Accounting Estimates

Key assumptions concerning the future and other key sources of estimation uncertainty that have a significant risk of resulting in a

material adjustment to the carrying amounts of assets and liabilities include, but are not limited to, the following:

Share-based payments

The fair value of share-based payments is determined using the Black-Scholes option pricing model. Such option pricing models require

the input of subjective assumptions, including the expected price volatility, option life, dividend yield, risk-free rate and estimated forfeitures at the initial grant date.

ii)

Estimating useful life of property and equipment

Depreciation of property and equipment is charged to write-down the value of those assets to their residual value over their

respective estimated useful lives. Management is required to assess the useful economic lives and residual values of the assets such that depreciation is charged on a systematic basis to the current carrying amount. The useful lives are estimated

having regard to such factors as asset maintenance, rate of technical and commercial obsolescence, and asset usage. The useful lives of key assets are reviewed annually.

DOLLY VARDEN SILVER CORPORATION

Notes to the Consolidated Financial Statements

For the years ended December 31,

2025 and 2024

(Expressed in Canadian Dollars)

MATERIAL ACCOUNTING POLIICY INFORMATION (cont’d)

(i)

Use of Estimates and Judgments (cont’d)

(iii)

Deferred income taxes

Judgment is required in determining whether deferred tax assets are recognized in the consolidated statement of financial position.

Deferred tax assets, including those arising from unutilized tax losses require management to assess the likelihood that the Company will generate taxable earnings in future periods, in order to utilize recognized deferred tax assets. Estimates of

future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the

Company to realize the net deferred tax assets recorded at the date of the consolidated statements of financial position could be impacted.

(iv)

Accrual of British Columbia Mineral Exploration Tax Credit (“BC METC”)

The provincial government of British Columbia provides for a refundable tax on net qualified mining exploration expenditures incurred

in British Columbia. The credit is calculated as 20% of qualified mining exploration expenses less the amount of any assistance received or receivable. The determination of the expenditures that would qualify as mining exploration expenses was based

on the previous years’ tax filings and subsequent reviews by government auditors. BC METC will be recorded in profit or loss upon cash receipt or when reasonable assurance exists that the tax filings are assessed and the expenditures are

qualified as mining exploration expenses.

(v)

Decommissioning liabilities

The Company estimates future site closure and decommissioning costs when environmental disturbances are caused by the exploration and

evaluation of exploration and evaluation assets, and equipment. The estimate of the total provision for future site closure and decommissioning costs is subject to change based on laws and regulations, changes in technology, price increases and

changes in interest rates, and expected plans for remediation. As at December 31, 2025, management has determined that the Company did not incur any such obligations. The Company will recognize a provision in the period in which a present

obligation arises.

(j)

Financial Instruments

(i)

Classification and measurement of financial assets and liabilities

Under IFRS 9, Financial assets, on initial recognition, are recognized at fair value and subsequently classified and measured at:

amortized cost; fair value through other comprehensive income (FVOCI) or fair value through profit or loss (FVTPL). The classification of financial assets depends on the purpose for which the financial assets were acquired. The Company’s

financial assets which consist of cash and cash equivalents, short term investment, deposits and amounts receivable, are classified as amortized cost.

Under IFRS 9, financial liabilities, on initial recognition, are measured at fair value and subsequently measured at FVTPL or

amortized cost. The Company’s financial liabilities which consist of accounts payable and accrued liabilities are classified as amortized cost.

DOLLY VARDEN SILVER CORPORATION

Notes to the Consolidated Financial Statements

For the years ended December 31,

2025 and 2024

(Expressed in Canadian Dollars)

MATERIAL ACCOUNTING POLICY INFORMATION (cont’d)

(j)

Financial Instruments (cont’d)

(ii)

Impairment of financial assets

An ‘expected credit loss’ (ECL) model applies to financial assets measured at amortized cost, contract assets and debt

investments at FVOCI, but not to investments in equity instruments. The ECL model requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined

and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at

the financial asset’s original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period. In a subsequent period, if the amount of the impairment

loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through the statement of loss and comprehensive loss to the extent that the carrying amount of the investment at the date

the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. The Company’s financial assets measured at amortized cost are subject to the ECL model.

(k)

Share capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares are recognized as a

deduction from equity, net of any tax effects.

Flow-through common shares are a type of common share and are securities permitted

by Canadian Income Tax Legislation whereby the investor can claim the tax deductions arising from the renunciation of the related resource expenditures. The Company accounts for flow-through shares whereby any premium paid for the flow-through

shares in excess of the market value of the common shares without flow-through features at the time of issue is credited to flow-through premium liability. The flow-through premium liability is included in profit or loss as the qualifying

expenditures are incurred on a pro-rata basis.

The Company may issue units consisting of

common shares and common share purchase warrants. The Company estimates the fair value of the common shares based on their market price on the share issuance date. The residual difference, if any, between the unit price and the fair value of each

common share represents the fair value attributable to each warrant.

DOLLY VARDEN SILVER CORPORATION

Notes to the Consolidated Financial Statements

For the years ended December 31,

2025 and 2024

(Expressed in Canadian Dollars)

MATERIAL ACCOUNTING POLICY INFORMATION (cont’d)

(l)

Income taxes

Current income taxes

Income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the

taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognized directly in other comprehensive income or equity

is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and

establishes provisions where appropriate.

Deferred income tax

Deferred income tax is recognized as the temporary differences at the reporting date between the tax bases of assets and liabilities

and their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will

be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized, or the liability is

settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set

off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

(m)

Foreign currency translation

Transactions denominated in foreign currencies are translated using the exchange rate in effect on the transaction date or at an

average rate. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange in effect at the statement of financial position date. Non-monetary items are translated

using the historical rate on the date of the transaction. Revenue and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Foreign exchange gains and losses are included in profit or loss.

(n)

Loss per share

Basic loss per share is calculated by dividing the loss attributable to common shareholders of the Company by the weighted average

number of common shares outstanding during the period. Diluted loss per share amounts are calculated assuming that the proceeds received from the exercise of stock options and warrants would be used to repurchase shares at the prevailing market

rate. When a loss is incurred during the period, this calculation is considered to be anti-dilutive.

(o)

Comprehensive income (loss)

Comprehensive income (loss) is the change in the Company’s net assets that results from transactions, events and circumstances

from sources other than the Company’s shareholders and includes items that are not included in profit or loss. The Company currently has incurred no comprehensive income or loss.

DOLLY VARDEN SILVER CORPORATION

Notes to the Consolidated Financial Statements

For the years ended December 31,

2025 and 2024

(Expressed in Canadian Dollars)

MATERIAL ACCOUNTING POLICY INFORMATION (cont’d)

(p)

Share-based payments

The Company grants share-based awards to employees, directors and consultants as an element of compensation. The fair value of the

awards is recognized over the vesting period as share-based compensation expense offset by reserves. The fair value of share-based compensation is determined using the Black-Scholes option pricing model. At each reporting date prior to vesting, the

cumulative expense representing the extent to which the vesting period has expired and management’s best estimate of the awards that are ultimately expected to vest is computed. No expense is recognized for awards that do not ultimately vest.

When stock options are exercised, the proceeds received, together with any related amount in the reserves, are credited to share capital.

In situations where equity instruments are issued to non-employees and some or all of the

goods or services received by the entity as consideration cannot be specifically identified, they are measured at the fair value of the equity instruments. Otherwise, share based compensation are measured at the fair value of the goods or the

services received.

(q)

Application of New and Revised Accounting Standards

Future standards not yet adopted

IFRS 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements (“IFRS 18”) which replaces IAS

1 Presentation of Financial Statements. This standard aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional

defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows.

IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date. The Company is currently assessing the impact the new standard will have on its consolidated financial statements.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of:

December 31, 2025

December 31, 2024

Cash

26,496,922

32,057,647

Cash equivalent (Guaranteed investment certificates)

34,585,123

61,082,045

32,057,647

As at December 31, 2025, the Company’s cash includes Guaranteed Investment

Certificates bearing interest at rates ranging from 2.5% – 3.3% (December 31, 2024 – 4.00%).

PREPAID EXPENSES

Prepaid expenses consist of:

December 31, 2025

December 31, 2024

Advances for exploration expenditures

100,135

59,942

Insurance and other administrative expenses

399,820

268,151

499,955

328,093

DOLLY VARDEN SILVER CORPORATION

Notes to the Consolidated Financial Statements

For the years ended December 31,

2025 and 2024

(Expressed in Canadian Dollars)

GOODS AND SERVICES TAX AND OTHER RECEIVABLE

Goods and services tax and other receivable consist of:

December 31, 2025

December 31, 2024

Goods and Services Tax receivable

644,046

67,332

BCMETC receivables

481,500

Other

10,610

220

1,136,156

67,552

PROPERTY AND EQUIPMENT

Property and equipment consists of:

Dock

Tents and

Trailers

Equipment

Vehicles

Gas Tank

Boat

Office

Furniture

Total

Cost:

At December 31, 2023

15,571

203,315

189,301

39,936

40,000

91,755

579,878

Additions

18,778

4,938

23,716

At December 31, 2024

15,571

203,315

208,079

39,936

40,000

91,755

4,938

603,594

Additions

3,764

2,217

5,981

Disposals

(8,862

)

(8,862

)

At December 31, 2025

15,571

203,315

202,981

39,936

40,000

91,755

7,155

600,713

Accumulated Depreciation:

At December 31, 2023

8,627

169,528

89,364

28,837

29,199

38,267

363,822

Depreciation

347

10,135

23,759

3,330

1,080

8,023

1,383

48,057

At December 31, 2024

8,974

179,663

113,123

32,167

30,279

46,290

1,383

411,879

Depreciation

330

7,095

17,972

2,332

972

6,819

1,044

36,564

Disposal

(3,771

)

(3,771

)

At December 31, 2025

9,304

186,758

127,324

34,499

31,251

53,109

2,427

444,672

Net Book Value:

At December 31, 2024

6,597

23,652

94,956

7,769

9,721

45,465

3,555

191,715

At December 31, 2025

6,267

16,557

75,657

5,437

8,749

38,646

4,728

156,041

DOLLY VARDEN SILVER CORPORATION

Notes to the Consolidated Financial Statements

For the years ended December 31,

2025 and 2024

(Expressed in Canadian Dollars)

EXPLORATION AND EVALUATION ASSETS

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of

certain claims, as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many exploration and evaluation assets. The Company has investigated title to all of its exploration and evaluation

assets and, to the best of its knowledge, title to all of its properties is in good standing.

Exploration and evaluation asset

acquisition costs are set out below:

Property

Balance,

December 31,

2023

Acquisition

Balance,

December 31,

2024

Acquisition

Balance,

December 31

2025

KV Project

70,906,785

Big Bulk

422,750

264,798

687,548

Kinskuch

5,213,815

Porter

1,159,404

American Creek

368,315

Theia

897,116

BA property

1,114,225

Red Cliff

9,284

70,906,785

422,750

71,329,535

9,026,957

80,356,492

Kitsault Valley (“KV”) Project

During the years ended December 31, 2011 to 2018, the Company purchased the Dolly Varden (or “DV”)

property, consisting of fee simple titles, mineral claims and mineral tenures in respect of certain lands located in the Kitsault area of British Columbia. The property is subject to a 2% net smelter return royalty (“NSR”) of which one-half (or 1%) of the NSR can be repurchased by the Company for $2,750,000 at any time.

February 25, 2022, the Company completed the acquisition of a 100% interest in the Homestake Ridge property pursuant to a purchase agreement with Fury Gold Mines Ltd. (“Fury”). The Homestake Ridge property is located adjacent to the

Company’s DV property. The Homestake Ridge property is subject to a 2% NSR applicable to certain claims (the “Crown Grants”). The 2% NSR on the Crown Grants includes an annual advanced minimum royalty of $50,000 payment

obligations. Ten business days after commencement of commercial production, approximately 17,300 shares of the Company are to be issued to the NSR holders. Additionally, a small area of the Homestake Ridge property is subject to a 3% royalty. The

Company refers to the combination of its Homestake Ridge and DV properties as the KV Project. As of December 31, 2025, the Company has deposits totalling $208,000 (December 31, 2024 - $159,000) as reclamation bonds related to permits

for the KV Project.

Big Bulk Property

On December 19, 2023, the Company entered into an assignment and assumption agreement (the “Assignment Agreement”)

with Libero Copper & Gold Corporation (“Libero”) pursuant to which the Company was assigned the rights to an option agreement (the “Option Agreement”) to earn a 100% interest in certain claims known as the Big Bulk

property. As consideration for the Assignment Agreement the Company issued Libero 68,750 common shares of the Company valued at $222,750, on January 9, 2024 (Note 9).

DOLLY VARDEN SILVER CORPORATION

Notes to the Consolidated Financial Statements

For the years ended December 31,

2025 and 2024

(Expressed in Canadian Dollars)

EXPLORATION AND EVALUATION ASSETS (cont’d)

In connection with this acquisition, the Company also entered into an amended

agreement with LCT Holdings Inc., the owner of the Big Bulk property and optionor under the Option Agreement. The amended Option Agreement provides that the Company may earn-in a 100% undivided interest in the

Big Bulk property by completing the following payments:

a) $50,000 in cash on or before December 31, 2023 (cash paid);

b) $150,000 in cash on or before December 31, 2024 (cash paid);

c) $250,000 in cash or common shares on or before December 31, 2025 (shares issued);

d) $500,000 in cash or common shares on or before December 31, 2026; and

e) $500,000 in cash or common shares on or before December 31, 2027.

The Company has the right to elect to issue common shares instead of a cash payment only when the market price of the common shares at

the time is equal or greater than to the ten day volume weighted average price of the common shares of the Company, subject to such exchange’s minimum pricing rules and further provided that the common shares may only be issued by the Company

if the deemed price is equal to or greater than $0.64 per common share, otherwise the Company may only satisfy such payment in cash.

Kinskuch

Property

On May 23, 2025, the Company acquired 100% interest in the Kinskuch Property, in British Columbia, from Hecla

Mining Company (“Hecla”) with the issuance of 1,351,963 common shares having a fair value of $5,178,018 (Note 9). The Company incurred $35,000 in legal fees related to the acquisition. Hecla will also retain a 2% NSR on the Kinskuch

Property. The NSR will include a 50% buyback right, for $5,000,000, that will allow Dolly Varden to reduce the royalty to 1% at any time.

Porter Project

May 23, 2025, the Company acquired 100% interest in the Porter Project, in British Columbia, from Strikepoint Gold Inc. (“Strikepoint”) with the issuance of 295,699 common shares of the Company having a fair value of $1,105,914

(Note 9). The Company incurred $53,000 in legal fees related to the acquisition.

American Creek Property, Theia Property, BA Property,

and Red Cliff Property

On June 26, 2025, the Company acquired an interest in four properties in British Columbia

totaling over 20,000 hectares (collectively, the “Properties”) from MTB Metals Corp. by issuance of 486,072 common shares of the Company valued at $2,245,653 (Note 9) plus the assumption of an outstanding property payment obligations of

$50,000. The Company incurred $93,280 in legal fees related to the acquisition. The Properties include the American Creek Property (consisting of Mountain Boy Property, Silver Crown Property, and Dorothy Property), the Theia Property, the BA

Property, and the Red Cliff Property. MTB Metals Corp. retained a 1% NSR on each of the Properties, pursuant to the terms of separate royalty agreements for each property.

In connection with the acquisition, the Company also entered into an amended joint venture (“JV”) agreement with Decade

Resources Ltd. (“Decade”). As of June 26, 2025 the parties have been deemed to have entered into a joint operation agreement, whereby Decade owns 65% interest and Dolly Varden owns 35% interest in the Red Cliff Property. In

addition, the Company entered into an amended option agreement (the “Option Agreement”) with Kenneth Gin and Kirpaul Siddoo (the “Optionors”) to acquire 100% interest in the American Creek Property, the Theia Property, and

the BA Property. To maintain good standing of the Option Agreement, and to earn a 100% ownership interest in the three properties, the Company paid the Optionors $50,000 in cash. Upon exercise of the Option Agreement, the Dorothy Property is subject

to a 2.5% NSR payable to the Optionors, commencing upon the achievement of commercial production. Commercial production is defined as either (i) achieving 70% of rated capacity for 30 consecutive days, or (ii) direct shipping of ore for

profit. The Company retains the right to purchase 0.5% of the NSR for $1,000,000 within 90 days following the commencement of commercial production.

DOLLY VARDEN SILVER CORPORATION

Notes to the Consolidated Financial Statements

For the years ended December 31,

2025 and 2024

(Expressed in Canadian Dollars)

EXPLORATION AND EVALUATION ASSETS (cont’d)

Exploration And Evaluation Expenses

The following table summarizes the exploration and evaluation expenses incurred during the years ended December 31, 2025 and 2024.

December 31, 2025

December 31, 2024

Analytical and sample related

1,448,473

1,127,904

Camp, food, supplies and related

2,303,348

1,988,143

Claim maintenance

19,875

80,012

Community relations and related

231,871

82,385

Depreciation

36,564

48,057

Drilling and related

15,582,423

9,800,110

Equipment and warehouse rental

874,274

822,228

Fuel

789,482

738,856

Geological and geoscience

2,735,879

1,619,939

Mapping and modelling

180,640

165,618

Project supervision

467,340

602,500

Resource and metallurgy

22,133

Road and drill pad preparation

904,888

830,720

Transport, travel and related

82,752

87,057

Cost recovery: BC METC

(481,500

)

(118,212

)

Total

25,198,442

17,875,317

DOLLY VARDEN SILVER CORPORATION

Notes to the Consolidated Financial Statements

For the years ended December 31,

2025 and 2024

(Expressed in Canadian Dollars)

SHARE CAPITAL

Authorized: Unlimited number of common shares without par value.

Issued:

During

the year ended December 31, 2025, the Company issued 269,806 common shares (2024-171,223) pursuant to conversion of restricted share units (“RSUs”). The value of the settled units adjusted the share capital reserve account by

$1,019,246 (2024 -$664,346).

During the year ended December 31, 2025, the Company issued 252,062 common shares

(2024-908,584) pursuant to the exercise of stock options for proceeds of $684,805 (2024-$1,319,607).

On December 22, 2025,

the Company issued to Libero 38,941 common shares of the Company valued at $264,799 in relation to the Assignment Agreement (Note 8).

On October 23, 2025, the Company closed a bought deal financing for total gross proceeds of $33,973,000 by issuing 4,646,000

shares. The financing comprised 2,906,000 common shares at $6.50 per share for $18,889,000 under the LIFE exemption, 750,000 charity flow-through shares at $9.42 per share for $7,065,000, and 990,000 flow-through shares at $8.10 per share for

$8,019,000. In connection with the closing of the financing, a finders’ fee of $1,698,650 was paid representing 5% of the gross proceeds.

On June 26, 2025, the Company closed a bought deal financing for aggregate gross proceeds to the Company of $28,755,500 through

two offerings. Under the listed issuer financing exemption (“LIFE Offering”), the Company sold 2,445,500 common shares of the Company at a price of $4.60 per common share for gross proceeds of $11,249,300 and also sold 1,128,000

flow-through common shares at a price of $6.65 per FT common share for gross proceeds of $7,501,200. Under the Private Placement Offering, the Company sold 1,740,000 FT common shares of the Company at a price of $5.75 per flow through common share

for gross proceeds of $10,005,000. In connection with the closing of the two financings, a finders’ fee of $1,437,775 was paid representing 5% of the gross proceeds.

On June 26, 2025, the Company completed the acquisition of interests in four mineral properties from MTB Metals Corp., which

included the assumption of existing option and joint venture agreements. As consideration, the Company issued 486,072 common shares having a fair value of $2,245,653 (Note 8).

On May 23, 2025, the Company completed the acquisition of the Porter Project from Strikepoint. As consideration for the

acquisition, the Company issued 295,699 common having a fair value of $1,105,914 (Note 8).

On May 23, 2025, the Company

completed the acquisition of the Kinskuch Property from Hecla. As consideration for the acquisition, the Company issued 1,351,963 common shares to Hecla at a fair value of $5,178,018. (Note 8).

On September 27, 2024, the Company closed the second and final tranche of a bought deal financing for additional gross proceeds

of $4,500,000 from the issuance of 900,000 flow through common shares at price of $5.00 per flow through common share. In connection with the closing of the first tranche of the offering, a finders’ fee of $225,000 was paid representing 5.0%

of the gross proceeds.

DOLLY VARDEN SILVER CORPORATION

Notes to the Consolidated Financial Statements

For the years ended December 31,

2025 and 2024

(Expressed in Canadian Dollars)

SHARE CAPITAL (cont’d)

On September 4, 2024, the Company closed the first tranche of a bought deal

financing for aggregate gross proceeds to the Company of $27,700,000. Pursuant to the close of the first tranche of this financing, the Company sold 2,875,000 common shares of the Company at a price of $4.00 per common share for gross proceeds of

$11,500,000 and also sold 3,240,000 FT common shares at a price of $5.00 per FT common share for gross proceeds of $16,200,000. In connection with the closing of the first tranche of this financing, a finders’ fee of $1,385,000 was paid

representing 5.0% of the gross proceeds.

On March 26, 2024, the Company closed a bought deal financing for gross proceeds to

the Company of $14,999,985. Pursuant to this financing, the Company sold 3,571,425 FT common shares on a charitable basis at a price of $4.20 per FT common share. Underwriter fees of $749,999 were paid in relation to this financing.

On January 9, 2024, the Company issued to Libero 68,750 common shares of the Company valued at $222,750 in relation to the

Assignment Agreement (Note 8).

Restricted Share Units

Under the Company’s Omnibus Plan, the maximum number of common shares issuable upon the vesting of RSUs granted pursuant to the

Omnibus Plan combined with other share-based compensation arrangements is set at 10% of the total issued common shares. The Omnibus Plan is an evergreen plan meaning any vesting of an RSU will, subject to the overall limit described above, allow new

grants available under the Omnibus Plan resulting in a reloading of the number of RSUs available for grant.

On February 28,

2025, the Company granted 237,244 RSUs to various directors with vesting equally spread over three years with the first vesting occurring on March 15, 2026. On April 2, 2024, the Company granted 295,750 RSUs to various directors with

vesting equally spread over three years with the first vesting occurring after one year. The Company expensed $1,096,596 included in share-based compensation expense during the year ended December 31, 2025 (2024 - $1,139,455).

Number of RSUs

Balance, December 31, 2023

513,671

Granted

295,750

Settlement upon vesting

(171,223

)

Balance, December 31, 2024

638,198

Granted

237,244

Settlement upon vesting

(269,806

)

Balance, December 31, 2025

605,636

DOLLY VARDEN SILVER CORPORATION

Notes to the Consolidated Financial Statements

For the years ended December 31,

2025 and 2024

(Expressed in Canadian Dollars)

SHARE CAPITAL (cont’d)

Stock Options

The Company has an Omnibus Plan under which it is authorized to grant share purchase options to executive officers, directors,

employees and consultants enabling the holder to acquire up to 10% of the issued and outstanding common shares of the Company. Under the plan, the exercise price of each option shall be no less than the discounted market price of the Company’s

shares prior to the grant in accordance with Exchange policies. Options are granted for a maximum term of 10 years.

Vesting is at

the discretion of the Board of Directors. In the absence of a vesting schedule, such options shall vest immediately.

Number of

Options

Weighted Average

Exercise Price

Balance, December 31, 2023

2,717,689

2.48

Granted

706,000

3.40

Exercised

(908,584

)

1.44

Forfeited/expired

(116,667

)

2.56

Balance, December 31, 2024

2,398,438

3.14

Granted

548,500

4.00

Exercised

(252,062

)

2.72

Balance,

December 31, 2025

2,694,876

3.36

As at December 31, 2025, the Company had outstanding stock options enabling the holders to

acquire common shares as follows:

Date of

Expiry

Exercise Price

Number of Stock

Options

Outstanding as at

December

31, 2025

March 25, 2026

2.84

431,250

February 25, 2027

3.16

877,500

August 19, 2027

2.84

81,250

February 24, 2028

3.88

100,000

March 28, 2029

3.36

620,751

May 22, 2029

4.24

25,000

June 24, 2029

4.00

10,625

February 28, 2030

4.00

548,500

Total

Outstanding

3.36

2,694,876

Total Exercisable

3.17

1,925,626

During the year ended December 31, 2025, the Company recognized a total of $1,085,228

(2024 - $1,461,500) in share-based payments expense for the options granted and vested during the year. The fair value of options granted during the year ended December 31, 2025 was $2.38 (2024 - $2.48) per option. The weighted average

remaining life of the stock options as of December 31, 2025 is 1.49 years (December 31, 2024 – 2.60 years).

DOLLY VARDEN SILVER CORPORATION

Notes to the Consolidated Financial Statements

For the years ended December 31,

2025 and 2024

(Expressed in Canadian Dollars)

SHARE CAPITAL (cont’d)

The following weighted average assumptions were used for the Black-Scholes valuation

of stock options granted:

For the year

ended

December 31, 2025

December 31, 2024

Risk-free interest rate

2.60%

3.68%

Expected dividend yield

Annualized stock price volatility

77%

83%

Expected life of options

5 years

Expected forfeiture rate

Flow-through Premium Liability

The following is a continuity of the liability portion of the flow-through share issuances:

Balance, December 31, 2023

Flow-through premium liability additions

7,779,996

Settlement of flow-through share premium liability

pursuant to qualifying expenditures

(4,301,284)

Balance, December 31, 2024

3,478,712

Flow-through premium liability additions

8,087,400

Settlement of flow-through share premium liability pursuant to qualifying expenditures

(4,561,159)

Balance,

December 31, 2025

7,004,953

Anti-dilution rights agreements

In September 2012, the Company entered into an ancillary rights agreement with Hecla, whereby as long as Hecla holds a pro-rata interest of 10%, it reserves the right to maintain its ownership interest in the event the Company issues any equity securities. In February 2022, the Company entered into an investor rights agreement in

relation to the acquisition of Homestake with Fury whereby as long as Fury holds a pro-rata interest of 10%, it reserves the right to maintain its ownership interest in the event the Company issues any equity

securities for cash. At December 31, 2025 each of Hecla and Fury owned greater than 10% of the Company.

CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern to pursue other

business opportunities and to maintain a flexible capital structure that optimizes the cost of capital within a framework of acceptable risk. The capital of the Company consists of items within shareholders’ equity.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk

characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, issue new debt, or acquire or dispose of assets.

The Company is dependent on the capital markets as its main source of operating capital. The Company’s capital resources are

largely determined by the strength of the junior public markets, by the status of the Company’s projects in relation to these markets and its ability to compete for investor support of its projects. There have been no changes to the

Company’s approach to capital management During the year ended December 31, 2025. The Company has no capital restrictions other than an anti-dilution right in favour of Hecla and Fury whereby both parties have the right to maintain their

equity holdings in the Company.

DOLLY VARDEN SILVER CORPORATION

Notes to the Consolidated Financial Statements

For the years ended December 31,

2025 and 2024

(Expressed in Canadian Dollars)

RELATED PARTY TRANSACTIONS

During the years ended December 31, 2025 and 2024, the Company incurred the following amounts charged by officers and directors

(being key management personnel) and companies controlled and/or owned by officers and directors of the Company in addition to the related party transactions disclosed elsewhere in these consolidated financial statements:

Year ended

December 31,

2025

December 31,

2024

Directors’ fees

233,000

228,400

Consulting fees

25,000

Exploration and evaluation (3,4)

498,750

722,500

Management fees (1)(2)

1,107,500

1,442,200

Share-based payments

(1)(2)

1,842,089

2,026,036

Total

3,706,339

4,419,136

(1)

The Company entered into a consulting service agreement with S2K Capital Corp. and Shawn Khunkhun, Chief Executive

Officer and director of the Company. Pursuant to this consulting agreement, Mr. Khunkhun is compensated at a rate of $34,167 (2024 - $30,000) per month, where the increase was effective April 1, 2025. The Company is required to pay an

equivalent to 24 months’ pay plus an average of any cash performance bonus paid in the previous two completed financial years if the consulting agreement is terminated by either party absent an event of default during the twelve-month period

following the date of a change in control of the Company. During the year ended December 31, 2025, the Company paid a $360,000 bonus related to the year ended December 31, 2024 and made an allowance of $400,000 for amounts expected to be

paid in 2026 that relate to the year ended December 31 2025. If the agreement is terminated for reasons other than event of default, the Company is required to pay a sum equal to 12 months’ pay.

(2)

The Company entered into a consulting service agreement with Fehr & Associates and Ann Fehr, Chief Financial

Officer (“CFO”) for full outsourced accounting and corporate secretary services. During the year ended December 31, 2025, the Company paid $16,667 (2024 - $16,667) per month for CFO services. During the year ended December 31,

2025, the Company paid a $100,000 bonus related to the year ended December 31, 2024, and made a bonus allowance of $110,000 for amounts estimated to be payable in 2026 that relate to the year to end December 31, 2025. The Company is

required to pay an equivalent to 12 months’ pay if the consulting agreement is terminated by either party absent an event of default during the twelve-month period following the date of a change in control of the Company.

(3)

The Company entered into a consulting service agreement with Robert van Egmond, VP Exploration of the Company.

Pursuant to this consulting agreement, Mr. van Egmond is compensated at a rate of $23,333 (2024 - $22,500) per month effective April 1, 2025. During the year ended December 31, 2025, the Company paid a $135,000 bonus related to the

year ended December 31, 2024, and made a bonus allowance of $135,000 for amounts expected to be paid in 2026 that relate to the year to end December 31, 2025. The Company is required to pay the equivalent to 12 months’ pay if the

consulting agreement is terminated by either party, absent an event of default, during the twelve-month period following the date of a change in control of the Company.

(4)

The Company paid $120,000 (2024- $120,000) in exploration and evaluation expenses to a company controlled by a

director.

(5)

The Company recognized consulting expenses of $25,000 (2024-$nil) to a company controlled by a director.

Other related party transactions are as follows:

At December 31, 2025, included in accounts payable is $20,533 (December 31, 2024 - $10,640) owed to officers of the

Company.

At December 31, 2025 included in accrued liabilities is $675,000 (December 31, 2024 – $686,750) accrued to

officers and directors of the Company.

During the year ended December 31, 2025, $151,025 (2024 - $94,537) of accounting

and administration fees were paid to Fehr & Associates, a corporation controlled by the CFO, that were attributable to costs directly associated with office space, accounting services and administration staff used by the Company.

DOLLY VARDEN SILVER CORPORATION

Notes to the Consolidated Financial Statements

For the years ended December 31,

2025 and 2024

(Expressed in Canadian Dollars)

RELATED PARTY TRANSACTIONS (cont’d)

The Porter Property acquisition (Note 8) was a related party transaction on account

that Shawn Khunkhun, Chief Executive Officer, President and a director of Dolly Varden is also the Executive Chairman and a director of Strikepoint.

The Kinskuch Property acquisition (Note 8) is a related party transaction as Hecla is considered an insider on account of Hecla being

a significant shareholder with over 10% interest ownership.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company’s financial instruments recorded at fair value require disclosure as to how the fair value was determined based on

significant levels of input described in the following hierarchy:

•

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

•

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or

liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

•

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable

inputs).

The Company’s financial instruments include cash and cash equivalents, short term investment,

amounts receivable, deposits, accounts payable and accrued liabilities, all of which are measured at amortized cost.

Financial Instruments

The carrying values of cash and cash equivalents, amounts receivable, deposits, accounts payable and accrued liabilities

approximate fair values due to the short-term nature of these instruments or market rates of interest. The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below.

Credit Risk

The

Company’s credit risk is primarily attributable to cash and cash equivalents, deposits and Goods and Services Tax (“GST”) receivable. The Company has no significant concentration of credit risk arising from operations. Cash

consists of bank balances and demand guaranteed investment certificates at reputable financial institutions, from which management believes the risk of loss to be remote. GST receivable and deposits are due from government agencies. The Company

limits its exposure to credit risk for cash by placing it with high quality financial institutions.

Liquidity Risk

The Company’s ability to remain liquid over the long term depends on its ability to obtain additional financing through the

issuance of additional securities, entering into credit facilities, or entering into joint ventures, partnerships or other similar arrangements. The Company’s ability to continue as a going concern is dependent upon its ability to continue to

raise adequate financing in the future to meet its obligations and repay its liabilities arising from normal business operations when they come due. As at December 31, 2025, the Company had cash and cash equivalents of $61,082,045 to settle

current liabilities of $4,005,783 (excluding liability on flow-through share issuances).

DOLLY VARDEN SILVER CORPORATION

Notes to the Consolidated Financial Statements

For the years ended December 31,

2025 and 2024

(Expressed in Canadian Dollars)

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (cont’d)

Interest Rate Risk

The Company has cash and cash equivalent balances subject to fluctuations in the prime rate. The Company periodically monitors the

investments it makes and is satisfied with the credit ratings of its banks. Management believes that interest rate risk is remote, as investments are redeemable at any time and interest can be earned up to the date of redemption.

Price Risk

The Company is

exposed to price risk with respect to commodity prices. The Company’s future mining operations will be significantly affected by changes in the market price for silver. Precious metal prices fluctuate daily and are affected by numerous factors

beyond the Company’s control. The supply and demand for commodities, level of interest rates, rate of inflation, investment decisions by large holders of commodities and stability of exchange rates can all cause significant fluctuations in

commodity prices.

SEGMENTED INFORMATION

The Company operates in one reportable segment, the exploration and development of unproven exploration and evaluation assets. The

Company’s primary exploration and evaluation assets are located in British Columbia, and its corporate assets, comprising mainly of cash, are located in Canada. The Company is in the exploration stage and has no reportable segment revenues or

operating results. All corporate expenses are incurred in Canada.

INCOME TAX

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

Year ended

December 31, 2025

December 31, 2024

Loss for the year

(31,738,497)

(20,649,147)

Expected income tax recovery

(8,569,000)

(5,575,000)

Change in statutory rates and other

28,000

Permanent difference

(633,000)

(407,000)

Impact of flow through share issuance

6,470,000

4,355,000

Share issuance costs

(1,077,000)

(812,000)

Adjustment to prior years provision versus statutory tax returns and expiry of

non-capital losses

95,000

196,000

Change in unrecognized deductible temporary differences

3,686,000

2,243,000

Total income tax expense (recovery)

DOLLY VARDEN SILVER CORPORATION

Notes to the Consolidated Financial Statements

For the years ended December 31,

2025 and 2024

(Expressed in Canadian Dollars)

INCOME TAX (cont’d)

The significant components of the Company’s unrecorded deferred tax assets and

liabilities are as follows:

Year ended

December 31, 2025

December 31, 2024

Deferred tax assets:

Exploration and evaluation assets

8,709,000

8,451,000

Property and equipment

296,000

245,000

Share issuance costs

1,493,000

933,000

Non-capital losses available for future

periods

16,329,000

13,622,000

26,937,000

23,251,000

Unrecognized deferred tax assets

(26,937,000)

(23,251,000)

Net deferred tax assets

The Company’s unrecognized deductible temporary differences, tax credits and tax losses

are as follows:

As at

December 31,

2025

December 31,

2024

Temporary Differences:

Investment tax credit

711,000

2031 -2033

711,000

Property and equipment

1,096,000

No expiry date

905,000

Exploration and evaluation assets

30,330,000

No expiry date

29,378,000

Share issuance costs

5,529,000

2046 to 2049

3,454,000

Non-capital losses available for future

periods

60,886,000

2027 to 2045

50,453,000

SUBSEQUENT EVENT

Subsequent to December 31, 2025, the Company issued 93,750 common shares pursuant to the exercise of stock options for proceeds of

$300,250.

EX-99.3

Filename: d124597dex993.htm · Sequence: 9

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information (“Unaudited Pro Forma Financial Information”) has been

prepared based on the historical audited consolidated financial statements of Contango Ore, Inc. (“Contango”) and Dolly Varden Silver Corporation (“Dolly Varden”), as indicated below, and is intended to provide

information about how the Arrangement might have affected Contango’s historical financial statements.

The unaudited pro forma

condensed combined statements of operations (“Unaudited Pro Forma Statement of Operations”) for the year ended December 31, 2025, combines the historical audited consolidated statement of operations of Contango for the year, with

the respective historical audited consolidated statement of operations of Dolly Varden, as if the Arrangement had occurred on January 1, 2025. The unaudited pro forma condensed combined balance sheet (“Unaudited Pro Forma Balance

Sheet”) as of December 31, 2025, combines the historical audited consolidated balance sheet of Contango and the historical audited consolidated statement of financial position of Dolly Varden each as of December 31, 2025, as if the

Arrangement had occurred on December 31, 2025.

The Unaudited Pro Forma Financial Information has been developed from and should be

read in conjunction with:

●

the accompanying notes to the unaudited Pro Forma Financial Information;

●

the historical audited consolidated financial statements of Contango for the year ended December 31,

2025, included in Contango’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 16, 2026;

●

the historical audited consolidated financial statements of Dolly Varden for the years ended December 31,

2025 and 2024, filed as Exhibit 99.2 to this Current Report on Form 8-K; and

●

other information relating to Contango and Dolly Varden contained in or incorporated by reference into

Contango’s definitive proxy statement on Form DEFM14A, filed with the SEC on February 13, 2026 (the “Merger Proxy Statement”).

The Unaudited Pro Forma Financial Information is presented applying guidance for an asset acquisition as Contango concluded that the acquired

set of assets did not meet the U.S. GAAP definition of a business. An acquisition accounted as an asset acquisition requires an acquiring entity to allocate the cost of an asset acquisition to the net assets acquired generally based on their

relative fair values. Goodwill is not recognized in an asset acquisition.

The Unaudited Pro Forma Financial Information is presented for

informational purposes only. The information has been prepared in accordance with Article 11 of Regulation S-X of the SEC as amended by the final rule, Release

No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using the assumptions set forth in the notes to the Unaudited Pro Forma Financial Information. The

information has been adjusted to include estimated transaction accounting adjustments, which reflect the application of the accounting required by U.S. GAAP.

The information is not necessarily indicative of the financial position and results of operations that actually would have been achieved had

the Arrangement occurred as of the dates indicated herein, nor do they purport to project the future financial position and operating results of the combined company. The Unaudited Pro Forma Financial Information also does not reflect the costs of

any integration activities or cost savings or synergies expected to be achieved as a result of the Arrangement, which are described in the section of the Merger Proxy Statement entitled “The Arrangement-Contango’s Reasons for the

Arrangement,” and, accordingly, do not attempt to predict or suggest future results.

Contango ORE, Inc. (to be named “Contango Silver & Gold Inc.”)

Pro Forma Condensed Combined Balance Sheet

As of December 31, 2025

(Expressed in United States dollars, except number of shares)

Contango

Historical

Dolly Varden

Historical

As at

December 31,

2025

As at

December 31,

2025

Note

Transaction

accounting

adjustments

Pro forma

December 31,

2025

ASSETS

Current

Cash

64,837,617

44,565,916

109,403,533

Restricted cash

106,365

Prepaid expenses and other

3,290,962

364,771

5(c)

(2,200,000

)

1,455,733

Income tax and GST receivable

106,244

828,948

935,192

68,341,188

45,759,635

(2,200,000

)

111,900,823

Investment in Peak Gold, LLC

47,108,733

Property & equipment, net

52,065,293

113,849

5(c)

391,717,265

443,896,407

Marketable securities

4,436,013

Reclamation deposits

151,758

Exploration and evaluation assets

58,628,697

5(c)

(58,628,697

)

Total assets

171,951,227

104,653,939

330,888,568

607,493,734

LIABILITIES

Current

Accounts payable

1,014,233

1,191,895

5(c)

7,834,129

10,040,257

Accrued liabilities

4,336,813

1,730,754

5(c)

1,000,000

7,067,567

Liability on flow-through share issuance

5,110,866

Royalty reimbursement advance

488,045

Derivative contract liability

66,465,622

Debt, current portion

4,000,000

76,304,713

8,033,515

8,834,129

93,172,357

Asset retirement obligation

123,444

Contingent consideration liability

2,757,952

Derivative contract liability

37,191,718

Debt, non-current portion

29,857,758

Deferred tax liability

617,353

5(c)

89,933,913

90,551,266

Total liabilities

146,852,938

8,033,515

98,768,042

253,654,495

STOCKHOLDERS’ EQUITY

Preferred stock

Common stock

149,687

208,654,370

5(c), 5(d), 6

(208,501,541

)

302,516

Additional paid-in capital

238,155,692

5(c), 5(f) 6

328,588,121

566,743,813

Treasury stock at cost

(48,308

)

(48,308

)

Reserves

9,636,256

5(c), 5(d) 5(f),

(9,636,256

)

Accumulated deficit

(213,158,782

)

(121,670,202

)

5(c), 5(d), 6

121,670,202

(213,158,782

)

Total stockholders’ equity

25,098,289

96,620,424

232,120,526

353,839,239

Total liabilities and stockholders’

equity

171,951,227

104,653,939

330,888,568

607,493,734

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial

statements.

Contango ORE, Inc. (to be named “Contango Silver & Gold Inc.”)

Pro Forma Condensed Combined Statement of Operations

For the year Ended December 31, 2025

(Expressed in United States dollars, except number of shares)

Contango

Historical

Dolly Varden

Historical

Year ended

December 31,

2025

Year ended

December 31,

2025

Note

Transaction

accounting

adjustments

Pro forma

December 31,

2025

Claim rental expense

463,949

Exploration expense

5,820,896

18,027,703

23,848,599

Depreciation expense

140,729

General and administrative

13,082,874

8,565,610

(g)

649,720

22,298,204

Income from equity investment in Peak Gold,

LLC

(88,585,112

)

(88,585,112

)

(Income)/loss from

operations

(69,076,664

)

26,593,313

649,720

(41,833,631

)

Interest and other income

(1,772,675

)

(4,105,911

)

(5,878,586

)

Interest and finance expense

7,598,562

Loss on derivative contracts

109,108,194

Gain on metal sales

(5,324,700

)

(5,324,700

)

Unrealized gain on marketable

securities

(4,749,312

)

(4,749,312

)

Loss before income tax

35,783,405

22,487,402

649,720

58,920,527

Income tax expense

303,240

219,248

(g)

522,488

Net loss

36,086,645

22,706,650

649,720

59,443,015

Basic and diluted loss per share

2.80

0.27

2.11

Weighted average number of shares

outstanding – basic and diluted

12,902,668

84,499,539

(h)

(69,216,661

)

28,185,546

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. NATURE OF OPERATIONS

These

unaudited pro forma condensed combined financial statements as at December 31, 2025 and for the year ended December 31, 2025 (the “financial statements”) of Contango ORE, Inc. (to be named “Contango Silver & Gold

Inc.”) have been prepared for purposes of inclusion in the Merger Proxy Statement.

Contango was formed on September 1, 2010 as

a Delaware corporation for the purpose of engaging in the exploration for and development of gold ore and associated minerals in the State of Alaska.

CORE Alaska, a wholly-owned subsidiary of Contango has a 30.0% membership interest in the Peak Gold JV. Kinross Gold Corporation

(“Kinross”) holds the remaining 70.0% membership interest in the Peak Gold JV and Kinross serves as the manager of the Peak Gold JV and operator of the Manh Choh (as defined below) mines.

Contango conducts its business through the below primary means:

●

its 30.0% membership interest in the Peak Gold JV, which leases approximately 675,000 acres from the Tetlin

Tribal Council and holds approximately 13,000 acres of State of Alaska mining claims (collectively, the “Peak Gold JV Property”), including the Main and North Manh Choh deposits (“Manh Choh” or the “Manh Choh

Project”);

●

its wholly-owned subsidiary Contango Mining Canada Inc. (British Columbia), which holds 100% equity in

HighGold Mining Inc., which in turn owns J T Mining, Inc., leasing approximately 21,000 acres (“Johnson Tract” or the “Johnson Tract Project”) from Cook Inlet Region, Inc. (“CIRI”), 125 miles southwest of

Anchorage, Alaska;

●

its wholly-owned subsidiary Contango Lucky Shot Alaska, LLC (“LSA”), leasing approximately 8,600

acres of State and patented mining claims (“Lucky Shot” or the “Lucky Shot Property”) in the Willow Mining District, approximately 75 miles north of Anchorage, Alaska;

●

its wholly-owned subsidiary Contango Minerals Alaska, LLC, controlling approximately 145,330 acres of State

mining claims, including: (i) approximately 69,780 acres northwest of Peak Gold JV (“Eagle/Hona Property”), (ii) approximately 14,850 acres northeast of Peak Gold JV (“Triple Z Property”), (iii) approximately 52,700

acres in the Richardson district (“Shamrock Property”), and (iv) approximately 8,000 acres near Lucky Shot (“Willow Property”) (collectively, the “Minerals Property”); and

●

its wholly-owned subsidiary Avidian Gold Alaska Inc., controlling approximately 15,260 acres of State mining

claims and leases, including: (i) approximately 1,030 acres near Fort Knox Gold Mine (“Amanita NE Property”), (ii) approximately 10,850 acres in Valdez Creek Mining District (“Golden Zone Property”), and

(iii) leasing approximately 3,380 acres near Fort Knox (“Amanita Property”) (collectively, the “Avidian Properties”).

Contango’s Manh Choh Project is in the production stage, while all other projects are in the exploration stage.

Dolly Varden Silver Corporation (“Dolly Varden”) was amalgamated under the Business Corporations Act (British Columbia) on

January 30, 2012. Dolly Varden’s primary activity is the acquisition and exploration of mineral properties in Canada.

Dolly

Varden is a mineral exploration company focused on exploration and advancing its 100% owned Kitsault Valley project (the “Kitsault Valley Project”), which includes the Dolly Varden property and the Homestake Ridge property located in the

Golden Triangle of British Columbia, Canada, 25 kilometers (“km”) by road to tide water. The 163-square km Kitsault Valley Project hosts the high-grade silver and gold resources of Dolly Varden and

Homestake Ridge along with the past-producing Dolly Varden and Torbrit silver mines.

In addition to the Kitsault Valley Project, Dolly

Varden has consolidated a land package of six other properties in the same region as the Kitsault Valley Project. These six properties have historically been explored for gold, copper, silver, lead and zinc. Including the Kitsault Valley Project and

the recent acquisitions, Dolly Varden now holds a combined area of 100,000 hectares within the region. For additional information regarding Dolly Varden’s business description, management’s discussion and analysis, results of operations,

and historical financial statements (including

Dolly Varden’s audited consolidated financial statements for the year ended December 31, 2025), see Annex E to the Merger Proxy Statement and Exhibit 99.2 to this Current Report

on Form 8-K.

The Arrangement

On December 7, 2025, Contango and Dolly Varden entered into the Arrangement Agreement (the “Arrangement”). Further details

regarding the Arrangement are provided in Note 4.

2. BASIS OF PREPARATION

(a)

Basis of presentation

These pro forma financial statements give effect to the Arrangement. These pro forma financial statements are provided for illustrative

purposes only, and do not represent the financial position that would have resulted had the Arrangement actually occurred on the dates indicated below. In addition, these financial statements are not necessarily indicative of the future financial

position of Contango as a result of the Arrangement and do not reflect additional potential savings or costs arising from the Arrangement.

The unaudited pro forma condensed combined balance sheet as of December 31, 2025 reflects assumptions and adjustments to give effect to

the Arrangement as if it had occurred on December 31, 2025. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 reflects assumptions and adjustments to give effect to the Arrangement as

if it had occurred on January 1, 2025.

The unaudited pro forma information and adjustments, including the preliminary allocation of

purchase price, are based upon preliminary estimates of fair values of assets acquired and liabilities assumed, current available information and certain assumptions that management believes are reasonable in the circumstances. The actual fair

values of the assets acquired and liabilities assumed of Dolly Varden will be determined as of the Closing and may differ materially from the amounts disclosed in the assumed pro forma consideration allocation in Note 5(c) because of changes in fair

value of the assets and liabilities up to the Closing, and as further analysis is completed.

Consequently, the actual allocation of the

consideration may result in different adjustments than those in the unaudited pro forma condensed combined balance sheet. Similarly, the calculation and allocation of the consideration has been prepared on a preliminary basis and is subject to

change between the time such preliminary estimations were made and the Closing of the Arrangement as a result of a number of factors.

These financial statements have been prepared by management using the following:

●

The audited consolidated financial statements of Contango for the year ended December 31, 2025

(“Contango Annual Financial Statements”), contained on Form 10-K filed with the SEC on March 16, 2026;

●

The audited consolidated financial statements of Dolly Varden for the year ended December 31, 2025 and

2024 (“Dolly Varden Annual Financial Statements”), included in Exhibit 99.2 to this Current Report on Form 8-K; and

The accompanying unaudited pro forma combined financial statements should be read in conjunction with the Contango Annual Financial

Statements, all of which are filed with the SEC. Since Dolly Varden’s historical consolidated financial statements are prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS

Accounting Standards”), the historical financial information of Dolly Varden used in the pro forma statements has been converted to U.S. GAAP (Note 5(c)).

(b)

Functional and presentation currency

These unaudited pro forma combined financial statements are presented in United States dollars (“USD”), which is also the

functional currency of Contango.

Since Dolly Varden’s historical consolidated financial statements are presented in Canadian

dollars (“CAD”), the historical financial information of Dolly Varden used in the pro forma statements has been translated into USD, which is the functional currency of Contango (Note 5(a)).

3. MATERIAL ACCOUNTING POLICIES

The accounting policies used in the preparation of these financial statements are those set out in Contango Annual Financial Statements, with

exception of the following:

Flow-through shares are a type of shares of common stock and are securities permitted by the Income Tax Act

(Canada) (the “ITA”) whereby the investor can claim the tax deductions arising from the renunciation of the related qualifying resource expenditures. Contango accounts for flow-through shares whereby any premium paid for the flow-through

shares in excess of the market value of the common shares without flow-through features at the time of issue as a credit to liability on flow-through share issuance. The liability on flow-through share issuance is amortized into income as the

qualifying expenditures are incurred on a pro-rata basis.

4. DESCRIPTION OF THE TRANSACTION

On December 7, 2025, Contango and Dolly Varden entered into the Arrangement Agreement in respect of the Arrangement. Under the terms of

the Arrangement Agreement, Contango will acquire all of the issued and outstanding Dolly Varden Shares at the Exchange Ratio of 0.1652.

Immediately prior to Closing, all Dolly Varden Restricted Stock Units (“RSU”) will vest and be settled for Dolly Varden Shares.

Pursuant to the Arrangement, all outstanding Dolly Varden Options will be exchanged for stock options to acquire Contango Shares, adjusted to reflect the Exchange Ratio. Eligible Canadian stockholders of Dolly Varden will be able to elect to receive

exchangeable shares in a Canadian subsidiary of Contango, which will be exchangeable into Contango Shares, instead of the Contango Shares to which they would otherwise be entitled.

Upon completion of the Arrangement, existing Contango Stockholders and former Dolly Varden Shareholders will own approximately 50.297% and

49.703% each of the combined company (see Note 6), respectively, using the fully diluted in-the-money treasury-stock-method (based on the number of Dolly Varden and

Contango securities outstanding as of December 31, 2025). The ownership percentages will be determined once the Arrangement closes on March 26, 2026, considering outstanding common stock, options, RSUs and other instruments.

The Arrangement will be effected pursuant to a court-approved plan of arrangement under the BCBCA and was approved by (i) the Supreme

Court of British Columbia (the “Court”) on March 23, 2026, (ii) 66 2/3% of the votes cast by Dolly Varden Shareholders at a special meeting of Dolly Varden Shareholders on March 17, 2026, and (iii) the affirmative

vote of a majority of the Contango Shares present in person or by proxy at the special meeting of Contango Stockholders on March 17, 2026.

In addition to the approval of the Court and the Dolly Varden and Contango stockholders, the Arrangement is subject to the receipt of

applicable regulatory and exchange approvals (including approval of the NYSE American and TSXV), and the satisfaction of certain other closing conditions customary for a transaction of this nature. Subject to the satisfaction of such conditions, the

Arrangement is expected to close on March 26, 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 $15 million is payable by either party in certain circumstances as set out in the

Arrangement Agreement.

5. PRO FORMA ADJUSTMENTS AND ASSUMPTIONS

The fair value of Contango Shares issued as consideration in the Arrangement was estimated using the market price of Contango Shares as at

March 17, 2026.

Contango evaluated the Arrangement under ASC 805, Business Combinations. ASC 805 requires that an acquirer

determine whether it has acquired a business. If Contango obtained control over a business, the transaction would be accounted pursuant to the acquisition method of accounting and, as such, identifiable assets acquired and liabilities assumed would

generally be recorded at fair value on the acquisition date and could result in recognition of goodwill or a bargain purchase gain. In evaluating the criteria outlined by this standard, Contango concluded that the acquired set of assets did not meet

the U.S. GAAP definition of a business. Therefore, Contango accounted for the Arrangement as an asset acquisition. An acquisition accounted as an asset acquisition requires an acquiring entity to allocate the cost of an asset acquisition to the

assets acquired and liabilities assumed generally based on their relative fair values.

Goodwill is not recognized in an asset acquisition. Transaction costs and fees incurred by Contango are capitalized as part of the cost of the acquisition.

An assessment was performed to determine whether Dolly Varden, in its current state, meets the definition of a business under U.S. GAAP. The

analysis considered whether Dolly Varden has inputs, processes, and outputs. Based on this assessment, Dolly Varden has inputs, represented by the mineral interests to which it holds claims; however, it does not have outputs, as it remains in the

exploration stage. Further consideration was given to whether Dolly Varden has an assembled workforce that performs a substantive process. It was concluded that no such workforce exists, as Dolly Varden would require additional technical personnel

to advance its operations from exploration to development.

The definition of a business for SEC reporting purposes differs from that

under ASC 805. SEC registrants must evaluate whether an acquisition constitutes a business under both definitions. The SEC definition focuses on whether the nature of the acquired entity’s revenue-producing activities or other attributes will

remain the same after the acquisition. If there is sufficient continuity of the acquired entity’s operations before and after the acquisition such that disclosure of prior financial information is material to understanding future operations,

the acquired entity qualifies as a business for SEC reporting—even if it does not meet the definition under ASC 805. Given that Dolly Varden is currently a separate entity and will maintain continuity of its operations upon closing of the

transaction, we conclude that Dolly Varden qualifies as a business for SEC reporting purposes. However, this does not imply that Dolly Varden meets the definition of a business under U.S. GAAP, as noted above.

The following describe transaction accounting and other adjustments:

(a)

Dolly Varden – CAD to USD translation

The historical financial information was translated from CAD to USD, the functional and presentation currency of Contango, using the following

historical CAD to USD exchange rates:

Period end exchange rate as at December 31,

2025

0.73

Average exchange rate for the year ended

December 31, 2025

0.72

The effects of the translation of Dolly Varden’s historical financial information from CAD to USD are

shown below:

Balance sheet as of December 31, 2025

CAD

(see Ex. 99.2)

USD

ASSETS

Current

Cash

61,082,045

44,565,916

Prepaid expenses and other

499,955

364,771

Income tax and GST receivable

1,136,156

828,948

62,718,156

45,759,635

Property & equipment, net

156,041

113,849

Reclamation deposits

208,000

151,758

Exploration and evaluation assets

80,356,492

58,628,697

Total assets

143,438,689

104,653,939

LIABILITIES

Current

Accounts payable

1,633,612

1,191,895

Accrued liabilities

2,372,171

1,730,754

Liability on flow-through share issuance

7,004,953

5,110,866

Total liabilities

11,010,736

8,033,515

STOCKHOLDERS’ EQUITY

Common stock

285,981,680

208,654,370

Reserves

13,207,452

9,636,256

Accumulated deficit

(166,761,179

)

(121,670,202

)

Total stockholders’

equity

132,427,953

96,620,424

Total liabilities and stockholders’

equity

143,438,689

104,653,939

Condensed statement of operations for the year ended December 31, 2025

CAD

(see Ex. 99.2)

USD

Exploration expense

25,198,442

18,027,703

General and administrative (1)

11,972,685

8,565,610

Loss from operations

37,171,127

26,593,313

Interest and other income (1)

(5,739,087

)

(4,105,911

)

Loss before income tax

31,432,040

22,487,402

Income tax expense

306,457

219,248

Net loss

31,738,497

22,706,650

(1)

Dolly Varden’s statement of operations presentation has been aligned with Contango’s naming

conventions. Certain line items have been consolidated into general and administrative and interest and other income categories for presentation purposes. These reclassifications do not affect loss from operations or loss before income tax.

(b)

Dolly Varden - IFRS Accounting Standards to U.S. GAAP conversion

The effects of converting Dolly Varden’s historical financial information from IFRS Accounting Standards to U.S. GAAP are considered

immaterial; therefore, no adjustments have been made to the pro forma financial statements. A known difference between IFRS Accounting Standards and U.S. GAAP relates to the treatment of exploration and evaluation assets, as IFRS permits an entity

to elect either expensing or capitalizing such costs. However, Dolly Varden’s accounting policy - expensing exploration costs as incurred - is consistent with Contango’s policy. Accordingly, there is no GAAP difference in this regard.

(c)

Fair value adjustments and consideration

Contango has performed a preliminary allocation of the estimated purchase price to the assets acquired and liabilities assumed based on their

relative fair values and reflects assumptions and adjustments to give effect to the Arrangement as if it had occurred on December 31, 2025. There may be adjustments to the estimated fair values as the purchase price allocation is finalized. The

final purchase price allocation may be materially different than the preliminary allocation reflected in the pro forma allocation.

A summary of the preliminary fair value of the consideration and the preliminary allocation

to the net assets acquired is as follows:

Consideration:

Fair value of shares of common stock issued, calculated as 15,282,878 shares of common

stock issued at a fair value of $21.25/share, (using share price as of March 17, 2026) (1)

324,761,158

Fair value of replacement options granted allocated to consideration (Note 5(f))

3,979,792

Arrangement costs

4,149,129

Professional fees

2,200,000

335,090,079

Net assets acquired:

Cash

44,565,916

Prepaid expenses

364,771

Goods and services tax receivable

828,948

Property and equipment

113,849

Reclamation deposits

151,758

Exploration and evaluation assets

(2)

391,717,265

Accounts payable

4,876,895

Accrued liabilities

2,730,754

Liability on flow-through share issuances

5,110,866

Deferred tax liability

89,933,913

Total

335,090,079

(1)

Contango maintains greater-than-50% ownership with a decrease or

increase of 10% in stock price of Contango or Dolly Varden. Resulting change in ownership is less than 1%.

(2)

Exploration and evaluation assets have been reclassified to Property and Equipment, net to align with

Contango’s presentation.

Contango estimates transaction costs of $4,149,129, calculated as 1% of the five-day volume weighted average price (“VWAP”) of the fully diluted in-the-money shares, plus $2,200,000 related to

professional fees incurred in connection with the transaction. Since the transaction is accounted for as an asset acquisition, the transaction costs are included in the cost of the assets acquired and liabilities assumed.

Consideration transferred less the carrying value of financial assets and liabilities and other current assets (carrying value approximates

fair value) was allocated to Property and equipment and Exploration and evaluation assets based on their relative fair values.

As part of

the acquisition, Contango measured and recorded an estimated net deferred tax liability related to taxable temporary differences between U.S. GAAP book basis and tax basis of the acquired net assets at a statutory rate of 27%.

Dolly Varden expects to incur acquisition-related transaction costs of approximately $3,685,000, comprised of professional and legal fees, and

an additional $1,000,000 in professional fees related to the Arrangement. As these costs pertain solely to Dolly Varden, they are not included in the capitalized transaction costs. The assumption of Dolly Varden’s liabilities related to these

transaction costs and fees is reflected in the purchase price allocation.

(d)

Consolidation

Dolly Varden’s Shareholders’ equity, which consists of Dolly Varden Shares, reserves and accumulated deficit will be eliminated

upon consolidation.

(e)

Dolly Varden RSUs converted into Dolly Varden Shares

As at December 31, 2025, a total of 605,636 Dolly Varden RSUs were issued and outstanding. The Dolly Varden RSUs will vest immediately

prior to the effective time of the arrangement, and will be surrendered and redeemed for 605,636 Dolly Varden Shares. The unvested value of the Dolly Varden RSUs was $502,941 which is included as part of Dolly Varden’s reserves prior to

Closing.

(f)

Dolly Varden options converted into Replacement Options

As at December 31, 2025, a total of 2,694,876 Dolly Varden Options were issued and outstanding. The Dolly Varden Options are deemed to be

vested on the date of Closing, and exchanged for Replacement Options. As a result, Contango will issue a total of 445,194 Replacement Options to the Dolly Varden Option holders.

The fair value of the options has been determined to be $4,629,512 using the Black-Scholes option pricing model and relevant guidance in ASC

805 to allocate between acquisition costs and post-combination expenses. Of this amount, $3,979,792 represents the fair-value-measure of the vested portion of Dolly Varden replaced options and is considered part of the acquisition cost. The

remaining $649,720 is treated as post-combination expense and is reflected in the pro forma combined statement of operations for the year ended December 31, 2025.

(g)

Assumptions and adjustments to the pro forma combined statement of operations for the year ended

December 31, 2025

Contango is recognizing an estimated $649,720 in incremental stock-based compensation

related to the portion of Replacement Options deemed to be a post-combination expense (Note 5(f)).

Income tax effects are considered

immaterial; therefore, no adjustments have been reflected in the pro forma financial statements

(h)

Pro forma basic and diluted loss per share

The following table presents the reconciliation of the pro forma fully diluted number of shares, determined using the treasury stock method:

Common shares of Contango as at December 31, 2025 (1)

14,966,449

Warrants of Contango at December 31,

2025

524,753

15,491,202

Issuance of common shares as consideration to acquire Dolly Varden

15,282,878

Outstanding replacement options issued to former

Dolly Varden option holders (2)

25,340

15,308,218

Fully diluted issued shares

Contango

30,799,420

Combined

Total number of shares (1)

30,249,327

Warrants

524,753

Options (2)

25,340

Total fully diluted in-the-money shares

30,799,420

(1)

Includes 2,480 shares of treasury stock held by Contango as of December 31, 2025 and excludes 2,401

shares of common stock issued by Contango on December 31, 2025 which were not considered in the treasury stock method calculation.

(2)

Corresponds to the 445,194 Replacement Options after applying the treasury stock method.

A summary of the pro forma basic and diluted weighted average shares outstanding is as follows:

December 31,

2025

Historical Contango basic weighted average shares

12,902,668

Issuance of common shares as consideration to

acquire Dolly Varden

15,282,878

Pro forma combined basic weighted average shares

28,185,546

Impact of dilutive instruments

Pro forma combined diluted weighted average

28,185,546

Basic and diluted loss per share were calculated assuming all common shares outstanding following the

Arrangement had been outstanding throughout all the year ended December 31, 2025. Potentially dilutive securities have an anti-dilutive impact due to net loss reported for the year ended December 31, 2025.

PRO FORMA EQUITY

A summary of the ownership allocation, reflecting the pro forma adjustments and assumptions, is presented below:

Ownership allocation

Contango

Stockholders

Dolly Varden

Shareholders

Total

Total shares outstanding (1)

14,966,449

15,282,878

30,249,327

Warrants -

in-the-money

524,753

Options - in-the-money (2)

25,340

Total fully diluted in-the-money shares

15,491,202

15,308,218

30,799,420

Ownership percentage

50.297%

49.703%

(1)

Includes 2,480 shares of treasury stock held by Contango as of December 31, 2025.

(2)

Corresponds to the 445,194 Replacement Options after applying the treasury stock method.

A summary of Contango’s pro forma equity is as follows:

Common stock

Note

Amount

Additional

paid-in

capital

Treasury

stock

Reserves

Accumulated

deficit

Total

Contango’s equity (historical)

14,968,929

149,687

238,155,692

(48,308

)

(213,158,782

)

25,098,289

Shares of common stock issued as consideration and replacement options

5(c), 5(f)

15,282,878

152,829

328,588,121

328,740,950

Dolly Varden’s equity (historical)

91,905,721

208,654,370

9,636,256

(121,670,202

)

96,620,424

Shares issued on vesting of Dolly Varden’s RSU

5(e)

605,636

502,941

(502,941

)

Elimination of Dolly Varden’s equity upon

consolidation

5(d)

(92,511,357

)

(209,157,311

)

(9,133,315

)

121,670,202

(96,620,424

)

Balance, December 31,

2025

30,251,807

302,516

566,743,813

(48,308

)

(213,158,782

)

353,839,239

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v3.26.1

Document and Entity Information

Mar. 25, 2026

Cover [Abstract]

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Entity File Number

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Entity Tax Identification Number

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Entity Address, Address Line One

516 2nd Avenue

Entity Address, Address Line Two

Suite 401

Entity Address, City or Town

Fairbanks

Entity Address, State or Province

Entity Address, Postal Zip Code

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City Area Code

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Local Phone Number

388-7770

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No definition available.

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- Definition

End date of current fiscal year in the format --MM-DD.

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- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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No definition available.

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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No definition available.

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- Definition

Address Line 2 such as Street or Suite number

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No definition available.

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- Definition

Name of the City or Town

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No definition available.

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- Definition

Code for the postal or zip code

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No definition available.

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- Definition

Name of the state or province.

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No definition available.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

Former Legal or Registered Name of an entity

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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