Contango Ore, Inc. ($CTGO)

Hello, and welcome to the Special Meeting of Stockholders of Contango Ore Inc. Please note that today's meeting is being recorded. [Operator Instructions]. It is now my pleasure to turn today's meeting over to Brad Juneau, the Chairman of Contango Ore. Mr. Juneau, the floor is yours.

Good morning. I am Brad Juneau, Chairman of the Board of Directors of Contango Ore, Inc., and I will act as Chairman of this meeting. It is my pleasure to [indiscernible] stockholders, your interest is very much appreciated. The special meeting is now called to order. Before we proceed, I would like to introduce the company's directors and officers, who are present. Rick Van Nieuwenhuyse, President, CEO and Director, and Mike Clark, Executive Vice President and CFO. The matters to be considered at this meeting are, Proposal #1. The arrangement proposal, to approve the issuance of the company's common stock to Dolly Varden shareholders in connection with the arrangement, including common stock issuable for exchangeable shares of the company's subsidiary. Proposal #2, the share increase proposal. To approve the number of authorized shares of the company's common stock from 45 million to 250 million, related amendment to the Certificate of Incorporation, and Proposal #3, the incentive plan proposal to approve the company's new 2026 Omnibus Incentive Plan. All of these proposals are set forth in detail in the company's definitive proxy statement dated February 13, 2026, including any supplement. Mike Clark will act as Secretary of this meeting. Mike, do you have the list of stockholders of the company and proof of notice of this meeting?

Mr. Chairman, I have a list of the stockholders of record certified by Computershare, the company's transfer agent as of the close of business on February 2, 2026, the record date fixed by the Board of Directors for this meeting. The stockholders list shows that on the record date, there were 15,120,615 shares of the company's common stock outstanding and entitled to vote. I also have the affidavit of Computershare with respect to the mailing of the notice of meeting of stockholders, which evidences the mailing of the notice of this meeting and the related proxy materials to the company's stockholders.

Mike, thank you. As Secretary, please file the notice of special meeting, the proxy materials and the affidavit of mailing with the minutes of this meeting and the list of stockholders with the records of the company. The order of business at this meeting will follow the previously established agenda contained in the proxy statement. We will first report on the quorum of stockholders and then introduce the matters to be considered by the stockholders at the meeting. Following any discussion of the proposals, the polls will be open for voting. After the announcement of results of the vote, we will adjourn the meeting. Mr. Meyer of Computershare will act as Inspector of Election at this meeting and has submitted an oath of office. He has authority, among other things, to receive and determine the validity of all proxies and ballots submitted, to report on whether a quorum is present and to certify the number of shares represented at this meeting and the results of the vote of the company's stockholders on any motion. Are there any persons present holding shares that have not been voted and wish to do so at this time? If so, please click the cast your vote link on your screen now to vote your shares.

Mr. Chairman, I wish to report that of the total of 15,120,615 shares of the company's common stock, that the Secretary has reported as being entitled to be voted. There are at least 9,976,278 shares represented at this meeting in person or by proxy. That number is more than a majority of the outstanding common stock, and therefore, a quorum is established.

In accordance with the report of the Inspector of Election, a quorum is established. Legal notice of the meeting having been given and a quorum being present, the meeting is now duly convened. If anyone wishes to address the Chair, I ask that they type their question in the chat on the meeting site. Only stockholders who have logged into the special meeting with the control number from their proxies will be recognized. The first order of business is to vote on the arrangement proposal to approve the issuance of the company's common stock to Dolly Varden shareholders in connection with the arrangement, including shares to be issued upon the exchange of exchangeable shares of the company's subsidiary. Approval of the share issuance in the arrangement proposal requires the affirmative vote of a majority of the shares of common stock present in person or online or represented by proxy and entitled to vote thereon. The Board unanimously recommends that you vote for the issuance of the shares in the arrangement proposal. Is there a motion for the issuance of the shares in the arrangement proposal?

Mr. Chairman, I move that the issuance of the company's common stock to Dolly Varden shareholders in connection with the arrangement, including shares to be issued upon the exchange of exchangeable shares of the company's subsidiary be approved.

Mr. Chairman, I second the motion.

The second order of business is to vote on the share increase proposal to approve the increase in the number of authorized shares of the company's common stock from 45 million to 250 million and the related amendment to the certificate of incorporation. Approval of the share increase proposal requires the affirmative vote of a majority of the votes cast on the proposal at the special meeting. The Board unanimously recommends that you vote for the share increase proposal. Is there a motion to approve the share increase proposal?

Mr. Chairman, I move that the increase of the number of authorized shares of the company's common stock from 45 million to 250 million and the related amendment to its certificate of incorporation be approved.

Mr. Chairman, I second the motion.

The third order of business is to vote on the incentive plan proposal to approve the 2026 Omnibus Incentive Plan of Contango Ore. Approval of the incentive plan proposal requires the affirmative vote of a majority of the Contango's shares present in person or online or represented by proxy and entitled to vote thereon. The Board unanimously recommends that you vote for the incentive plan proposal. Is there a motion to approve the incentive plan proposal?

Mr. Chairman, I move that the '26 Omnibus Incentive Plan of Contango be approved.

Mr. Chairman, I second the motion.

I now declare the polls open for electronic voting. All those who now wish to vote can do so by clicking on the voting icon on the meeting site. If you have already filed your proxy, it would simplify the count greatly if you would not vote electronically unless you wish to change your vote. If there are no further questions, the votes will be tabulated. [Voting]

Has everyone voted who wishes to vote? It appears that everyone has voted that wishes to. I therefore declare the polls closed and ask the Inspector of Election to prepare a report on the voting. Mr. Meyer, have you completed your report?

Mr. Chairman, the report has been completed. The results of the balloting are as follows. Concerning Proposal #1, the arrangement proposal, approving the issuance of the company's common stock to Dolly Varden shareholders in connection with the arrangement, including shares to be issued upon the exchange of the exchangeable shares of the company's subsidiary, we have a voted percentage of those present at the -- by proxy or at the meeting by percentage at 99.70%, for voted a total of 9,946,594 shares. On Proposal 2, being the share increase proposal, approving the increase of authorized shares of the company's common stock from 45 million to 250 million and the related amendment to its certificate of incorporation. This proposal has passed at a percentage of those voted shares of 84.68% totaling 8,447,263 shares. And then finally, to the concern of the Proposal #3, the incentive plan proposal. Approving the 2026 Omnibus Incentive Plan, this proposal has passed at a voted percentage of 89.99% totaling 8,978,213 shares. All proposals have passed.

Thank you. On the basis of the report of the inspector of election of today's special meeting, each of the proposals has been approved. I order that the inspector of election prepare a written report and that the report of the inspector of election be filed with the records of the company. I would now like to turn the meeting over to Mr. Rick Van Nieuwenhuyse, our President and CEO, and Mike Clark, our CFO, to answer questions, if any.

Mr. Chairman, there are no questions, and I'll hand the meeting back over to you for adjournment.

If there is no other business to come before the meeting, I will entertain a motion to adjourn the meeting.

I move that the meeting be adjourned.

Mr. Chairman, I second the motion.

It has been moved and seconded that the meeting be adjourned. All those in favor signify by saying, aye.

Aye.

All right. Those opposed, say no. Any opposed? The motion is carried and the Special Meeting of Stockholders of Contango Ore, Inc. is adjourned. Thank you for coming.

Thank you for attending today's meeting. The meeting has concluded. You may now disconnect.