SCHEDULE 14A (Form 8-K)

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

CONTANGO ORE, INC.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION

DATED JANUARY 9, 2026

516 2nd Avenue, Suite 401

Fairbanks, Alaska 99701

If you have any questions or require assistance, please contact Contango's proxy solicitation agent, Laurel Hill Advisory Group, at:

North America Toll Free: 1-877-452-7184

Collect Calls Outside North America: 416-304-0211

Text Messages: Text the word, INFO, to 416-304-0211 or 1-877-452-7184

Email: [email protected]

PROPOSED ARRANGEMENT - YOUR VOTE IS VERY IMPORTANT

Dear Stockholders,

I am pleased to inform you that on December 7, 2025, Contango ORE, Inc. ("Contango") and its newly formed subsidiary 1566004 B.C. Ltd., a British Columbia company (the "Acquiror"), entered into an Arrangement Agreement (as amended from time to time, the "Arrangement Agreement") with Dolly Varden Silver Corporation, a British Columbia corporation ("Dolly Varden"), to acquire all of the issued and outstanding common shares of Dolly Varden (the "Dolly Varden Shares") from the shareholders of Dolly Varden (the "Dolly Varden Shareholders"). Under the Arrangement Agreement, the Dolly Varden Shares will be acquired at an exchange ratio of 0.1652 of a share of common stock of Contango (the "Contango Shares") for each Dolly Varden Share (the "Exchange Ratio") by way of a statutory plan of arrangement (as amended from time to time, the "Plan of Arrangement" with such arrangement referred to therein and herein, the "Arrangement") under the Business Corporations Act (British Columbia), on and subject to the terms and conditions of the Arrangement Agreement.

Following completion of the Arrangement, existing Contango Stockholders and former Dolly Varden Shareholders are expected each have beneficial ownership and rights to approximately 50% of the shares of the combined company deemed to be outstanding using the fully diluted in-the-money treasury-stock-method (based on the number of Dolly Varden and Contango securities outstanding as of the date of the Arrangement Agreement). Further, 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. Completion of the Arrangement and the transactions contemplated by the Plan of Arrangement is subject to the approval by the Supreme Court of British Columbia, the Contango Stockholders and the Dolly Varden Shareholders, regulatory approvals and certain other customary conditions precedent.

We are sending you the accompanying proxy statement, dated [●], 2026 (the "Proxy Statement"), to cordially invite you to attend a special meeting of the Contango Stockholders, which will be held entirely online at the following website: www.meetnow.global/MZZQV69, at [●], Central Time, on [●], 2026, or such other date, time and place, if any, to which the special meeting may be adjourned, or postponed (the "special meeting"), for the purpose of considering and voting upon the following proposals in connection with the Arrangement:

The Contango Board evaluated the Arrangement in consultation with Contango's senior management and legal and financial advisors and, after careful consideration of the various factors described under the section of the Proxy Statement captioned "The Arrangement-Contango's Reasons for the Arrangement," the Contango Board has unanimously determined that it is advisable and in the best interests of Contango and the Contango Stockholders to consummate the Arrangement with Dolly Varden as contemplated by the Arrangement Agreement and to approve the Arrangement Proposal, the Share Increase Proposal, and the Incentive Plan Proposal. The Contango Board unanimously recommends that you vote "FOR" each of the proposals described above.

The accompanying Proxy Statement provides you with information about the special meeting, the Arrangement Proposal, the Share Increase Proposal, and the Incentive Plan Proposal, and the related Arrangement Agreement, the proposed text of the Charter Amendment, and the 2026 Omnibus Incentive Plan, which are attached hereto as Annex A, Annex B, and Annex D, respectively. Contango encourages you to read the Proxy Statement carefully and in its entirety, including the Arrangement Agreement, the proposed text of the Charter Amendment, and the 2026 Omnibus Incentive Plan, which are attached hereto as Annex A, Annex B, and Annex D, respectively. Before deciding how to vote, you should consider the risk factors discussed in the "Risk Factors" section of the Proxy Statement. You may also obtain more information about Contango and Dolly Varden from the documents each of them has filed with the U.S. Securities and Exchange Commission (the "SEC") or included in the annexes to this Proxy Statement, each as described under the "Where You Can Find More Information" section of the Proxy Statement.

YOUR VOTE IS VERY IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.

Your vote is important. The Arrangement cannot be completed unless the Arrangement Proposal is approved. Furthermore, the Contango Board believes it is advisable and in the best interest of Contango and the Contango Stockholders to approve the Arrangement Proposal, the Share Increase Proposal, and the Incentive Plan Proposal. Whether or not you plan to attend the special meeting in person (online), you are requested to promptly vote your shares by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided, or by voting over the telephone or via the internet as instructed in these materials. If you sign and return your proxy card without indicating how you wish to vote, your vote will be counted as a vote "FOR" each of the proposals described above. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions provided by that institution to vote your shares.

I strongly support the proposed Arrangement of Contango with Dolly Varden and the Arrangement Proposal, the Share Increase Proposal, and the Incentive Plan Proposal, and join with our board of directors in unanimously recommending that you vote "FOR" each of the proposals described in this Proxy Statement.

Thank you for your continued support of Contango.

If you have any questions or require assistance, please contact Contango's proxy solicitation agent, Laurel Hill Advisory Group, at:

North America Toll Free: 1-877-452-7184

Collect Calls Outside North America: 416-304-0211

Text Messages: Text the word, INFO, to 416-304-0211 or 1-877-452-7184

Email: [email protected]

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE ARRANGEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE ARRANGEMENT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED IN THE ARRANGEMENT AGREEMENT, INCLUDING THE ARRANGEMENT, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying Proxy Statement is dated [●], 2026 and, together with the enclosed form of proxy card, is first being mailed or otherwise distributed to Contango Stockholders on or about [●], 2026.

516 2nd Avenue, Suite 401

Fairbanks, Alaska 99701

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On [●], 2026

A special meeting of stockholders of Contango ORE, Inc., a Delaware corporation ("Contango"), will be held entirely online at the following website: www.meetnow.global/MZZQV69, at [●], Central Time, on [●], 2026, or such other date, time and place, if any, to which the special meeting may be adjourned or postponed (the "special meeting"), for the purpose of considering and voting upon the following proposals in connection with an arrangement agreement, dated December 7, 2025 (as amended from time to time, the "Arrangement Agreement"), pursuant to which, on the terms and subject to the conditions set forth therein, Contango, indirectly through its indirect wholly owned subsidiary, 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 common stock of Contango (the "Contango Shares") for each Dolly Varden Share (the "Exchange Ratio") by way of a statutory plan of arrangement (as amended from time to time, the "Plan of Arrangement" with such arrangement referred to therein and herein, the "Arrangement") under the Business Corporations Act (British Columbia), on and subject to the terms and conditions of the Arrangement Agreement, with Dolly Varden becoming an indirect wholly-owned subsidiary of Contango:

The Contango Board unanimously recommends that you vote "FOR" each of the proposals described above.

The accompanying Proxy Statement provides you with information about the special meeting, the Arrangement Proposal, the Share Increase Proposal, and the Incentive Plan Proposal, and the related Arrangement Agreement, the proposed text of the Charter Amendment, and the 2026 Omnibus Incentive Plan, which are attached hereto as Annex A, Annex B, and Annex D, respectively. Contango encourages you to read the Proxy Statement carefully and in its entirety, including the Arrangement Agreement, the proposed text of the Charter Amendment, and 2026 Omnibus Incentive Plan, which are attached hereto as Annex A, Annex B, and Annex D, respectively.

Record Date: [●], 2026. Only Contango Stockholders of record as of the record date are entitled to receive notice of and to vote in person (online) or by proxy at the special meeting and any adjournment or postponement of the special meeting.

The Proxy Statement is dated [●], 2026, and is first being mailed to our stockholders on or about [●], 2026.

All Contango Stockholders are cordially invited to attend the special meeting in person (online) or by proxy. Stockholders will need their 15-digit control number provided on their proxy card to vote while attending the meeting online. Stockholders who attend the virtual meeting with their 15-digit control number will have the same rights and opportunities to participate as they would at an in-person meeting. It is important that your shares be represented at the special meeting whether or not you are personally able to attend. If you are unable to attend, please promptly vote your shares by telephone or internet or by signing and returning the enclosed proxy card at your earliest convenience. Voting by the internet or telephone is fast, convenient, and enables your vote to be immediately confirmed and tabulated, which helps Contango reduce postage and proxy tabulation costs. If you do not have your 15-digit control number, you will still be able to attend the special meeting as a "guest" and listen to the proceedings, but you will not be able to vote or otherwise participate in the special meeting.

Your vote is important. The Arrangement cannot be completed unless the Arrangement Proposal is approved. Furthermore, the Contango Board believes it is advisable and in the best interest of Contango and the Contango Stockholders to approve the Arrangement Proposal, the Share Increase Proposal, and the Incentive Plan Proposal. Whether or not you plan to attend the special meeting in person (online), please vote as soon as possible to ensure that your shares are represented and voted at the special meeting.

On behalf of the Contango Board and Contango's management team and employees, we thank you for your continued support of Contango and look forward to hosting you at the special meeting.

IMPORTANT VOTING INSTRUCTIONS

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON (ONLINE), CONTANGO URGES YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE, (2) VIA THE INTERNET OR (3) BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED. INSTRUCTIONS ON HOW TO VOTE BEGIN ON PAGE 69. You may revoke your proxy or change your vote at any time before your proxy is voted at the special meeting. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions provided by that institution to vote your shares.

Contango urges you to read the Proxy Statement, including all documents incorporated by reference into the Proxy Statement, and its annexes carefully and in their entirety.

If you are a Contango Stockholder and have any questions concerning the Arrangement or the Proxy Statement, would like additional copies of the Proxy Statement, need to obtain proxy cards or need help voting, please contact Contango's proxy solicitation agent, Laurel Hill Advisory Group, at:

North America Toll Free: 1-877-452-7184

Collect Calls Outside North America: 416-304-0211

Text Messages: Text the word, INFO, to 416-304-0211 or 1-877-452-7184

Email: [email protected]