(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

516 2^nd Avenue, Suite 401

Fairbanks, Alaska

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))

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Entry into a Material Definitive Agreement.

the amendment of the Company’s certificate of incorporation to increase the number of authorized Contango Shares from 45,000,000 shares to 250,000,000 shares;

the amendment of the Company’s certificate of incorporation to change the name of the Company to “Contango Silver & Gold Inc.”; and

the issuance of Contango Shares and Exchangeable Shares to the Dolly Varden shareholders pursuant to the transactions contemplated by the Arrangement.

Unregistered Sales of Equity Securities.

Regulation FD Disclosure.

Financial Statements and Exhibits.

Exhibit No.

Description of Exhibit

Definitions

Interpretation Not Affected by Headings

Number and Gender

Date for Any Action

Statutory References

Currency

Accounting Matters

Knowledge

Disclosure Letters

Schedules

Arrangement

Interim Order

U.S. Securities Law Matters

Dolly Varden Meeting

Dolly Varden Circular

Contango Meeting

Contango Proxy Statement

Final Order

Court Proceedings

Arrangement and Effective Date

Dolly Varden Convertible Securities

Payment of Consideration

Announcement and Shareholder Communications

Withholding Taxes

U.S. Tax Matters

Representations and Warranties of Dolly Varden

Survival of Representations and Warranties of Dolly Varden

Representations and Warranties of Contango

Survival of Representations and Warranties of Contango

Representations and Warranties of the Acquiror

Survival of Representations and Warranties of the Acquiror

Covenants of Dolly Varden Regarding the Conduct of Business

Additional Covenants of Dolly Varden

Covenants of Contango Regarding the Conduct of Business

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

Mutual Covenants of the Parties Relating to the Arrangement

Pre-Acquisition Reorganization

Regulatory Approvals

Section 85 Elections

Mutual Conditions Precedent

Additional Conditions Precedent to the Obligations of Contango and the Acquiror

Additional Conditions Precedent to the Obligations of Dolly Varden

Satisfaction of Conditions

Notice of Breach

Non-Solicitation

Expenses and Termination Fees

Access to Information; Confidentiality

Insurance and Indemnification

Term

Termination

Amendment

Waiver

Notices

Governing Law

Injunctive Relief

Time of Essence

Entire Agreement, Binding Effect and Assignment

Severability

Further Assurances

No Third Party Beneficiaries

Mutual Interest

Counterparts, Execution

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 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.

Definitions

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:

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

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;

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;

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

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.

the public announcement of the execution of this Agreement or the transactions contemplated hereby or the performance of any obligation hereunder;

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

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

any generally applicable changes in U.S. GAAP;

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

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

conditions generally affecting the mining industry;

any change in currency exchange, interest or inflation rates;

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

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),

the public announcement of the execution of this Agreement or the transactions contemplated hereby or the performance of any obligation hereunder;

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

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

any generally applicable changes in IFRS;

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

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

conditions generally affecting the mining industry;

any change in currency exchange, interest or inflation rates;

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

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),

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);

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);

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;

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;

with any Governmental Entity or Indigenous group;

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;

which relates to any pending lease, acquisition or disposition, directly or indirectly, of real property, including Dolly Varden Concessions or Dolly Varden Lands;

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;

in respect of any joint venture, partnership, strategic alliance or similar arrangement or any shareholders’ agreement;

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;

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

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

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

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.

Interpretation Not Affected by Headings

Number and Gender

Date for Any Action

Statutory References

Currency

Accounting Matters

Knowledge

Disclosure Letters

Schedules

Schedule A

Schedule B

Schedule C

Schedule D

Schedule E

Arrangement

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.

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.

Interim Order

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;

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;

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

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

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);

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;

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;

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

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;

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;

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;

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 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

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.

U.S. Securities Law Matters

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

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;

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;

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;

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;

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;

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

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:

Dolly Varden Meeting

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.

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.

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.

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.

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.

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.

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.

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.

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).

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).

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.

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.

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.

Dolly Varden Circular

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).

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 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.

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.

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.

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.

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.

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.

Contango Meeting

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.

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 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.

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.

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.

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.

Contango will promptly advise Dolly Varden of any communication (orally or in writing) from any Contango Shareholder in opposition to the Arrangement.

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).

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).

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.

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.

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.

Contango Proxy Statement

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 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).

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.

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.

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.

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.

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.

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.

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 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.

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.

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.

Final Order

Court Proceedings

Arrangement and Effective Date

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.

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.

Dolly Varden Convertible Securities

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.

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 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 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 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.

Payment of Consideration

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 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.

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.

Announcement and Shareholder Communications

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

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).

Withholding Taxes

U.S. Tax Matters

Representations and Warranties of Dolly Varden

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”).

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”).

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.

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.

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 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:

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:

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

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;

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

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

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

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.

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 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.

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.

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.

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.

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.

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.

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 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.

Dolly Varden Financial Statements.

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.

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.

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.

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 not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Dolly Varden.

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.

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.

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.

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.

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.

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.

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 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.

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.

Taxes.

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.

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.

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.

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).

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.

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.

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.

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.

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.

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.

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.

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.

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).

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.

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.

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.

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.

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.

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).

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”.

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.

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.

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).

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.

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).

Property.

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.

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.

Dolly Varden has possession of, and the right to deal with, the Dolly Varden Concessions and Dolly Varden Lands.

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.

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.

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.

No other person has any material interest in the Dolly Varden Concessions or the Dolly Varden Lands.

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.

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.

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.

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.

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.

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.

Operational Matters.

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:

duly paid;

duly performed; or

provided for prior to the date hereof.

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.

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.

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.

Technical Report.

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”).

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.

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.

Health and Safety.

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.

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.

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.

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.

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.

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:

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;

has not received any order, request or notice from any person alleging a material violation of any Environmental Law;

(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

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.

Employee Benefits.

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 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”).

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.

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.

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.

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.

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.

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 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.

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.

Labour and Employment.

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:

any payment (including severance, unemployment compensation, “golden parachute”, bonus or otherwise) or increase any benefits otherwise payable;

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

an acceleration in the time of payment or vesting of any benefits or entitlements otherwise available pursuant to any Dolly Varden Benefit Plan.

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 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.

No labour strike, lock-out, slowdown or work stoppage is pending against or directly affecting Dolly Varden or any of its properties.

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.

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.

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.

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.

Data Privacy and Security.

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.

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.

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”).

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.

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.

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.

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.

Intellectual Property

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.

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.

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.

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 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.

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).

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.

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.

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.

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.

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.

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.

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).

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 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.

Corrupt Practices Legislation.

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:

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;

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

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.

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.

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.

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.

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.

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.

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.

Foreign Private Issuer. Dolly Varden is a “foreign private issuer” within the meaning of Rule 3b-4 under the U.S. Exchange Act.

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.

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.

Survival of Representations and Warranties of Dolly Varden

Representations and Warranties of Contango

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”).

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”).

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.

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.

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:

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 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:

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);

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;

any Law applicable to Contango or any of its material subsidiaries or any of their respective properties or assets; or

any Permit currently in effect in respect of Contango or any of its material subsidiaries or the Peak Gold JV; or

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

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.

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.

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.

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.

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).

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.

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.

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.

Contango Financial Statements.

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 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 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.

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.

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.

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.

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.

The accountants who reported on the Contango Financial Statements are independent with respect to Contango within the meaning of U.S. Securities Laws.

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.

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.

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.

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.

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.

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.

Taxes.

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.

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.

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.

Neither Contango 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).

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.

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.

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.

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.

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.

Each of Contango 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 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.

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 and timely remitted to the appropriate Governmental Entity any such amounts required by Law to be remitted by it.

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.

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.

Contango is, and has been at all times during its existence properly classified as a corporation for U.S. federal income tax purposes.

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).

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).

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;

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.

Contango is currently a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

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.

Property.

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.

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.

Contango has possession of, and the right to deal with, the Contango Concessions and Contango Lands.

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.

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.

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.

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.

No person other than Contango has any material interest in the Contango Concessions or the Contango Lands.

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.

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.

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.

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.

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.

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 Concessions and Contango or any of its subsidiaries has the sole right, title and ownership of all such information, data, reports and studies.

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.

Operational Matters.

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 Contango or any of its subsidiaries, including the Contango Concessions and Contango Lands, have been, in all material respects:

duly paid;

duly performed; or

provided for prior to the date hereof.

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;

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.

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.

Technical Reports.

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.

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.

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.

Health and Safety.

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.

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.

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.

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.

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.

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:

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;

has not received any order, request or notice from any person alleging a material violation of any Environmental Law;

(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

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.

Employee Benefits.

Schedule 4.1(dd) of the Contango 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 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”).

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.

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.

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 Contango Benefit Plan, in each case, that could reasonably be expected to result in a material liability to Dolly Varden.

None of the Contango 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 Contango or any of its subsidiaries. None of 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.

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.

Each Contango 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 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.

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 “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 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.

Labour and Employment.

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:

any payment (including severance, unemployment compensation, “golden parachute”, bonus or otherwise) or increase any benefits otherwise payable;

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

an acceleration in the time of payment or vesting of any benefits or entitlements otherwise available pursuant to any Contango Benefit Plan.

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.

No labour strike, lock-out, slowdown or work stoppage is pending against or directly affecting Contango or any of its properties.

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.

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.

Contango 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.

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.

Data Privacy and Security.

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.

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.

Contango and its subsidiaries are in compliance with and has complied with, in all material respects, all Privacy Legal Requirements.

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.

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.

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.

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.

Intellectual Property.

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 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.

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.

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.

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.

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).

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.

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.

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.

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.

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.

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.

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.

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.

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).

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.

Corrupt Practices Legislation.

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 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:

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;

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

Form Eligibility. Contango is eligible to use Form S-3 to register the Contango Shares issuable upon exchange of the Exchangeable Shares. Contango is eligible to use Form S-8.

Survival of Representations and Warranties of Contango

Representations and Warranties of the Acquiror

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.

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 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.

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:

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 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:

its notice of articles, articles or other comparable constating documents; or

any Law applicable to the Acquiror; or

any Permit currently in effect in respect of the Acquiror;

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

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

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.

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.

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.

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”).

Survival of Representations and Warranties of the Acquiror

Covenants of Dolly Varden Regarding the Conduct of Business

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:

conduct their respective businesses only in, and not take any action except in, the ordinary course of business and in accordance with Law;

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;

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;

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

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.

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:

amend or propose to amend its notice of articles, articles or other comparable organizational or constating documents;

split, combine or reclassify any Dolly Varden Shares or other securities of Dolly Varden or any of its subsidiaries;

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 any dividends payable by a subsidiary to Dolly Varden or any wholly-owned subsidiary of Dolly Varden;

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;

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;

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;

reduce the stated capital of any Dolly Varden Shares or other securities of Dolly Varden or any of its subsidiaries;

incorporate, acquire or create any new subsidiary;

adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of Dolly Varden or any of its subsidiaries;

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;

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;

reorganize, amalgamate or merge Dolly Varden or, to the extent prejudicial to the Arrangement or to Contango, any subsidiary of Dolly Varden;

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;

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;

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 or otherwise become responsible for the obligations of any other person or make any loans, capital contributions, investments or advances;

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;

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;

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;

make or forgive any loans or advances to any of its officers, directors, employees, agents or individual contractors or consultants;

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);

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;

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 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;

waive, release or condition any material non-compete, non-solicitation, non-disclosure, confidentiality or other restrictive covenant owed to Dolly Varden;

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;

negotiate, enter into, extend, amend or terminate any agreement, commitment or understanding with any Indigenous or aboriginal peoples or groups;

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;

(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;

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);

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;

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;

(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;

(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;

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

authorize, agree, resolve or commit to do any of the foregoing.

Additional Covenants of Dolly Varden

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.

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.

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.

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.

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.

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).

Covenants of Contango Regarding the Conduct of Business

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:

conduct their respective businesses only in, and not take any action except in, the ordinary course of business and in accordance with Law;

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;

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;

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

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.

Without limiting the generality of Section 6.3(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 not and shall cause each of its subsidiaries not to:

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;

split, combine, or reclassify Contango Shares or other securities of Contango or any of its subsidiaries;

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;

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;

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;

amend the terms of any of the Contango Shares or other securities of Contango or any of its subsidiaries;

reduce the stated capital of any Contango Shares or other securities of Contango or any of its subsidiaries;

incorporate, acquire or create any new subsidiary;

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;

adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of Contango or any of its subsidiaries;

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;

reorganize, amalgamate or merge Contango, or, to the extent prejudicial to the Arrangement or to Dolly Varden, any subsidiary of Contango;

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;

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;

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 or otherwise become responsible for the obligations of any other person or make any loans, capital contributions, investments or advances;

make any bonus or profit sharing distribution or similar payment of any kind;

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.

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;

make or forgive any loans or advances to any of its officers, directors, employees, agents or individual contractors or consultants;

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);

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 Contango Financial Statements; or (C) any material rights, claims or benefits of Contango or any of its subsidiaries;

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;

waive, release or condition any material non-compete, non-solicitation, non-disclosure, confidentiality or other restrictive covenant owed to Contango;

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;

negotiate, enter into, extend, amend or terminate any agreement, commitment or understanding with any Indigenous or aboriginal peoples or groups;

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;

(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;

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);

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;

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;

(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;

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;

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 Contango or the Acquiror to consummate the Arrangement or the other transactions contemplated by this Agreement; or

authorize, agree or resolve to do any of the foregoing.

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.

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.

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.

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).

Contango shall ensure that, with effect as and from the Effective Time:

the Contango Board will consist of seven directors, which will include three directors nominated by Dolly Varden; and

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.

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

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;

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;

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;

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;

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;

(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;

(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;

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;

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;

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;

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

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.

Mutual Covenants of the Parties Relating to the Arrangement

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, 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;

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;

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;

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

promptly notify the other Parties of:

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);

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

any litigation threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that is related to the Arrangement.

Pre-Acquisition Reorganization

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 are reasonably required by the Requesting Party (based on the terms of any Contract) in connection with the Pre-Acquisition Reorganization, if any.

The Reorganizing Party will not be obligated to participate in any Pre-Acquisition Reorganization under Section 6.6(a) unless such Pre-Acquisition Reorganization:

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;

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;

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;

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);

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;

does not prevent the Arrangement from qualifying for the Intended U.S. Tax Treatment;

does not prevent Eligible Holders from making elections pursuant to section 85 of the Tax Act;

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

does not, in the opinion of the Reorganizing Party, materially interfere with the ongoing operations of the Reorganizing Party and its subsidiaries.

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.

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 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.

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.

Regulatory Approvals

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.

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:

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;

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;

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.

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.

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.

Section 85 Elections

Mutual Conditions Precedent

the Dolly Varden Shareholder Approval shall have been obtained at the Dolly Varden Meeting in accordance with the Interim Order;

the Contango Shareholder Approval shall have been obtained at the Contango Meeting;

the Key Regulatory Approvals and Key Third Party Consents shall have been obtained;

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;

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:

enjoin or prohibit Contango or the Acquiror’s ability to acquire, hold, or exercise full rights of ownership over, any Dolly Varden Shares; or

if the Arrangement is consummated, have a Dolly Varden Material Adverse Effect;

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

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.

Additional Conditions Precedent to the Obligations of Contango and the Acquiror

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;

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;

since the date of this Agreement, there shall not have occurred any Dolly Varden Material Adverse Effect; and

Dissent Rights shall not have been validly exercised by holders of more than 5% of the Dolly Varden Shares.

Additional Conditions Precedent to the Obligations of Dolly Varden

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;

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;

since the date of this Agreement, there shall not have occurred any Contango Material Adverse Effect;

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;

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

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.

Satisfaction of Conditions

Notice of Breach

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:

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;

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

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;

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.

Non-Solicitation

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:

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;

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 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;

make a Change in Recommendation; or

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)).

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:

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

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.

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)).

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:

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

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;

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:

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;

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;

such Party has been, and continues to be, in compliance with its obligations under this Section 8.2; and

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.

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);

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 with respect to Superior Proposal (other than a confidentiality agreement permitted by Section 8.2(e), a “Proposed Agreement”), if and only if:

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;

such Party has been, and continues to be, in compliance with its obligations under this Section 8.2;

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”);

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;

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);

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;

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