What changed in this filing

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Item 1A. Risk Factors

2026-03-16 compared with 2025-03-17 · 79 added, 74 removed, 198 unchanged (44% of the section changed)

8 unchanged sentences

Global financial conditions remain subject to sudden and rapid destabilizations in response to economic shocks.

A slowdown in the financial markets or other economic conditions including but not limited to inflation, rising interest rates, fuel and energy costs, business conditions, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Company’s growth.

Future economic shocks may be precipitated by a number of causes, including a volatility in the price of oil and other commodities, the volatility of metal prices, geopolitical instability (including events such as the wars in Ukraine and Gaza), terrorism, pandemics, the devaluation and volatility of global stock markets and natural disasters.

A slowdown in the financial markets or other economic conditions including but not limited to inflation, rising interest rates, tariffs, fuel and energy costs, business conditions, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Company’s growth.

Future economic shocks may be precipitated by a number of causes, including a volatility in the price of oil and other commodities, the volatility of metal prices, geopolitical instability (including events such as the wars in Ukraine, Iran and Gaza), terrorism, pandemics, the devaluation and volatility of global stock markets and natural disasters.

Any sudden or rapid destabilization of global economic conditions could impact the Company’s ability to obtain equity or debt financing in the future on terms favorable to the Company or at all.

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The Company’s cash needs going forward will primarily relate to exploration of the Contango Properties, repayment of debt and related interest and general and administrative expenses of the Company.

On September 17, 2024, the Company announced the receipt of a $19.5 million cash distribution from the Peak Gold JV relating to production at Manh Choh.

The Company received two additional cash distributions totaling $21.0 million in the fourth quarter of 2024.

Although there can be no guarantee that the Peak Gold JV will continue to make distributions to the Company, the Company believes that distributions are probable and that it will maintain sufficient liquidity to meet its working capital requirements, including repayment obligations of approximately $28.8 million on the Facility, for the next twelve months from the date of this report.

The Company made a repayment of $13.8 million on the Facility in January 2025.

During fiscal 2024, the Company received three cash distributions totaling $40.5 million from the Peak Gold JV relating to production at Manh Choh.

During fiscal 2025, the Company received five additional cash distributions totaling $102.0 million.

Although there can be no guarantee that the Peak Gold JV will continue to make distributions to the Company, the Company believes that distributions are probable and that, with cash on hand, it will maintain sufficient liquidity to meet its working capital requirements, including repayment obligations of approximately $4.0 million on the Facility, for the next twelve months from the date of this report.

Failure to pay current debt obligations will result in an event of default and the Company’s debt would be due immediately or callable.

The ability of the Company to raise capital or arrange financing in the future will depend, in part, on the prevailing capital market conditions and the mining results

achieved at the Manh Choh Project, as well as the market price of metals.

The Company cannot be certain that capital or financing will be available to the Company on acceptable terms, if at all.

If the Company were unable to fund its contributions or obligations to the approved programs and budgets for the Peak Gold JV, its membership interest in the Peak Gold JV would be diluted.

The ability of the Company to raise capital or arrange financing in the future will depend, in part, on prevailing capital market conditions as well as the market price of metals.

The Company cannot be certain that capital or financing will be

available to the Company on acceptable terms, if at all.

If the Company were unable to fund any unforeseen obligations for the Peak Gold JV, its membership interest in the Peak Gold JV would be diluted.

Further capital raising and financing by the Company may include issuances of equity, instruments convertible into equity (such as warrants) or various forms of debt.

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Any additional issuances of common stock or securities convertible into, or exercisable or exchangeable for, common stock may ultimately result in dilution to the holders of common stock, dilution in any future earnings per share of the Company and may have a material adverse effect upon the market price of the common stock of the Company.

The JV Management Committee approved budgets for 2023 and 2024, with cash calls totaling $248.1 million, of which the Company’s share was $74.5 million.

In July 2024, the Company had to contribute an unbudgeted additional cash call for $4.1 million.

As of December 31, 2024, the Company funded $78.6 million towards the cash calls.

In July 2024, the Peak Gold JV commenced processing of the ore at the Fort Knox facility and on July 8, 2024, Manh Choh Project achieved a significant milestone and poured its first gold bar, on schedule.

During 2024, the Company received $40.5 million in cash distributions from the Peak Gold JV relating to three campaigns of production at Manh Choh.

If the Company elects not to, or is unable to contribute its proportionate share of any potential contributions for approved programs and budgets for the Peak Gold JV, its interest in the Peak Gold JV will be reduced.

There can be no assurance that Kinross will continue to fund the Peak Gold JV to continue exploration work.

Pursuant to the A&R JV LLCA, there is no requirement that Kinross contribute any future amounts to the Peak Gold JV to continue exploration work, development or operational and the Company will have limited funds to continue exploration of the Peak Gold JV Property, if Kinross, through KG Mining, fails to contribute additional amounts to the Peak Gold JV.

Pursuant to the A&R JV LLCA, there is no requirement that Kinross contribute any future amounts to the Peak Gold JV to continue exploration, development or operational work and the Company will have limited funds to continue exploration of the Peak Gold JV Property, if Kinross, through KG Mining, fails to contribute additional amounts to the Peak Gold JV.

Kinross has far greater technical and financial resources than the Company.

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The A&R JV LLCA restricts the Company ’ s right to transfer or encumber its interests in the Peak Gold JV.

The A&R JV LLCA contains certain limitations on transferring or encumbering interests in the Peak Gold JV including any transfer that would cause termination of the Peak Gold JV as a partnership for Federal income tax purposes except none of the restrictions limit the transfer of any capital stock of the Company.

The A&R JV LLCA contains certain limitations on transferring or encumbering interests in the Peak Gold JV, including any transfer that would cause termination of the Peak Gold JV as a partnership for Federal income tax purposes.

However, none of the restrictions limit the transfer of any capital stock of the Company.

The price of gold is volatile and market fluctuations in the prices of minerals could adversely affect the Company ’ s and Peak Gold JV ’ s business.

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• other factors.

Gold prices have experienced significant increases in recent periods, reaching historically high levels.

While elevated gold prices generally improve project economics and increase revenues, they also create risks for the Company.

A significant decline in the price of gold may result in the Company having to reassess the feasibility of its projects and could negatively affect the value of the Manh Choh Project and the Company’s securities.

In addition, the Company has entered into gold hedge contracts that limit the Company’s ability to benefit from increases in gold prices above the strike prices of those contracts.

These hedges expose the Company to opportunity costs if gold prices

remain at or above current elevated levels, and may require the Company to make significant cash payments to settle or unwind these contracts.

Additionally, increases in metal prices tend to encourage an increase in additional expenditures related to mining exploration, development, and construction.

3 unchanged sentences

The Company ’ s ability to successfully execute its business plan is dependent on its ability to obtain adequate financing.

The Company’s business plan, which includes drilling and developing the Peak Gold JV’s exploration prospects, requires substantial capital expenditures.

The Company’s business plan, which includes drilling and developing the Contango Properties’ exploration prospects, requires substantial capital expenditures.

The Company’s ability to raise capital is dependent on many factors, including the status of various capital and industry markets at the time it seeks such capital.

Accordingly, the Company cannot be certain that future financing will be available to us on acceptable terms, if at all.

In the event additional capital resources are unavailable, the Company may be unable to fund expenditures by the Peak Gold JV for exploration and development activities or be forced to sell all or some portion of its interest in the Peak Gold JV in an untimely fashion or on less than favorable terms.

In the event additional capital resources are unavailable, the Company may be unable to fund expenditures for exploration and development activities or be forced to sell all or some portion of its interest in the Contango Properties in an untimely fashion or on less than favorable terms.

The Company ’ s continued viability depends on continued commercial production of the Peak Gold JV Property and the exploration, permitting, development and commercial production of the Company ’ s other properties.

Until recently, the Company and the Peak Gold JV have conducted only exploration activities.

The Peak Gold JV commenced mining operations at the Manh Choh Project during the second half of 2024.

The Company’s ability to become profitable will be dependent on the receipt of revenues from the extraction of minerals greater than operational expenses.

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The Company may never recover minerals at the Contango Properties in commercial quantities.

Although the Lucky Shot Project contains indicated and inferred resources, neither it nor any of the other Contango Properties have any “proven” reserves, as defined by S-K 1300.

Notwithstanding any estimates, evaluations or measurements contained in the Lucky Shot TRS, there can be no assurance that commercially feasible quantities of minerals can be recovered from the Lucky Shot Project.

Although the Lucky Shot and Johnson Tract Projects contain indicated and inferred resources, neither they nor any of the other Contango Properties have any “proven” reserves, as defined by S-K 1300.

Notwithstanding any estimates, evaluations or measurements contained in the Lucky Shot and Johnson Tract Technical Report Summaries, there can be no assurance that commercially feasible quantities of minerals can be recovered from either of those projects.

Mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive.

Unusual or unexpected geologic formations and the inability to obtain suitable or adequate machinery, equipment

or labor are risks involved in the conduct of exploration programs.

If the Company does not establish proven reserves in such properties, it might be required to curtail or suspend operations, in which case the market value of the Company’s common stock will decline, and you might lose all of your investment.

The Peak Gold JV Property is located in the remote regions of Alaska and exploration activities may be limited by weather and limited access and existing infrastructure.

The Peak Gold JV is focused on the exploration of its properties in the State of Alaska.

The arctic climate limits many exploration and mining activities during certain seasons.

Unusual or unexpected geologic formations and the inability to obtain suitable or adequate machinery, equipment or labor are inherent risks of exploration programs.

Some of the Company's assets are located in regions of Alaska that may limit activities by weather and impact access for infrastructure.

The Peak Gold JV is actively mining the Manh Choh deposit in the State of Alaska.

The arctic climate may limit exploration and mining activities during certain seasons.

In addition, the remote location of the properties may limit access and increase exploration expense.

Higher costs associated with exploration activities and limitation on the annual periods in which the Peak Gold JV can carry on exploration activities might increase the costs and time associated with our planned exploration activities and could negatively affect the value of the Peak Gold JV Property and the Company’s securities.

Concentrating capital investment in the Peak Gold JV Property in the State of Alaska increases exposure to risk.

The Company and the Peak Gold JV have focused their capital investments in exploring for gold and associated mineral prospects on the Peak Gold JV Property in the State of Alaska.

Higher costs associated with exploration activities and limitation on the annual periods in which the Company can carry on exploration activities might increase the costs and time associated with our planned exploration activities and could negatively affect the value of the Peak Gold JV Property and the Company’s securities.

Concentrating capital investment in the State of Alaska increases exposure to risk.

To date, the Company has focused its capital investments in exploring for gold and associated mineral prospects in the State of Alaska.

Because of this concentration in a limited geographic area, the success and profitability of our operations may be disproportionately exposed to regional factors relative to competitors that have more geographically dispersed operations.

The Company will rely on the accuracy of the estimates in reports provided to the Company by the Peak Gold JV ’ s Manager and outside consultants and engineers.

The Company has no in-house mineral engineering capability, and therefore will rely on the accuracy of reports provided to it by the Peak Gold JV’s Manager and independent third-party consultants.

The Company will primarily rely on the accuracy of the estimates in reports provided to the Company by the Peak Gold JV ’ s Manager and outside consultants and engineers.

The Company will primarily rely on the accuracy of reports provided to it by the Peak Gold JV’s Manager and independent third-party consultants.

If those reports prove to be inaccurate, the Company’s financial reports could have material misstatements.

Further, the Company will use the reports of such independent consultants in its financial planning.

If the reports prove to be inaccurate, we may also make misjudgments in its financial planning.

If the reports prove to be inaccurate, the Company may make misjudgments in its financial planning.

Exploration activities involve a high degree of risk, and exploratory drilling activities may not be successful.

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Poor results from drilling activities could materially and adversely affect the Company’s future cash flows and results of operations.

Underground exploration and mining operations are subject to unique risks.

We are currently conducting exploratory work, and expect to undertake future mining operations, at the Lucky Shot and Johnson Tract Properties.

Such operations involve underground activities.

Underground exploration and development work are subject to unique risks.

We are currently conducting exploratory work, and expect to undertake development work, at the Lucky Shot and Johnson Tract Properties.

Such work involves underground activities.

The exploration for minerals, mine construction and mining operations in an underground mine involve a high level of risk and are often affected by hazards outside of our control.

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The Company and the Peak Gold JV cannot provide assurance that the title to their properties will not be challenged.

The Company, through its wholly-owned subsidiaries, Contango Minerals, LSA, and Avidian Alaska, controls the mineral rights to approximately 168,270 acres of State of Alaska unpatented mining claims and upland leases for gold ore exploration, and the Peak Gold JV holds approximately 13,000 acres of State of Alaska unpatented mining claims in addition to the Tetlin Lease (described below).

The Company, through its wholly-owned subsidiaries, controls the mineral rights to unpatented mining claims and upland leases for gold ore exploration.

Unpatented mining claims are unique property interests in that they are subject to the paramount title of the State of Alaska and the rights of third parties to the use of the surface within their boundaries, and are generally considered to be subject to greater title risk than other real property interests.

The rights to deposits of minerals lying within the boundaries of the unpatented state claims are subject to Alaska Statues 38.05.185 - 38.05.280, and are governed by Alaska Administrative Code 11 AAC 86.100 - 86.600.

The validity of all State of Alaska unpatented mining claims is dependent upon inherent uncertainties and conditions.

The Peak Gold JV leases approximately 675,000 acres for exploration and development pursuant to the Tetlin Lease with the Tetlin Tribal Council.

The Company retained title lawyers to conduct a preliminary examination of title to the mineral interest prior to executing the Tetlin Lease.

The Peak Gold JV conducted a title examination prior to the assignment of the Tetlin Lease to the Peak Gold JV and performed certain curative title work.

In addition, in connection with the assignment of the Tetlin Lease from the Company to the Peak Gold JV, the Company and the Native Village of Tetlin entered into an Estoppel and Agreement and a Stability Agreement, which were approved by the Tetlin Tribal Council and the Native Village of Tetlin members and renewed on September 29, 2020 in connection with the Contango Transactions described in “Item 2 Property Summary” (the “Tetlin Agreements”).

The Peak Gold JV conducts operations pursuant to the Tetlin Lease with the Tetlin Tribal Council.

In connection with the assignment of the Tetlin Lease from the Company to the Peak Gold JV, the Company and the Native Village of Tetlin entered into an Estoppel and Agreement and a Stability Agreement, which were approved by the Tetlin Tribal Council and the Native Village of Tetlin members and renewed on September 29, 2020 in connection with the Contango Transactions described in “Item 2 Property Summary” (the “Tetlin Agreements”).

The Tetlin Agreements approved the assignment of the Tetlin Lease to the Peak Gold JV and, among other things, confirmed the validity and effectiveness of the Tetlin Lease.

2 unchanged sentences

Title insurance is generally not available for mineral properties and our and the Peak Gold JV’s ability to ensure that we or the Peak Gold JV, as applicable, have obtained a secure claim to individual mining properties may be severely constrained.

Our and the Peak Gold JV’s mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects.

Our and the Peak Gold JV’s mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other

things, undetected defects.

In addition, our ability to continue to explore and develop the property may be subject to agreements with other third parties including agreements with native corporations and first nations groups.

A deficiency in title or claims by a third party may not be curable.

It does happen, from time to time, that the title to a property is defective, having been obtained in error from a person who is not the rightful owner of the mineral interest desired.

In these circumstances, the Company or the Peak Gold JV, as applicable, might not be able to proceed with exploration of its properties or might incur costs to remedy a defect.

This could result in our not being compensated for our prior expenditures relating to the property.

It might also happen, from time to time, that the Company or the Peak Gold JV might elect to proceed with mining work despite any such deficiency or claim.

In such circumstances, the Company or the Peak Gold JV, as applicable, might not be able to proceed with exploration of its properties or might incur costs to remedy a defect.

Alternatively, the Company or the Peak Gold JV might elect to proceed with mining work despite any such deficiency or claim.

The Tetlin Lease was executed with a Native American tribe for the exploration of gold ore and associated minerals.

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Moreover, even if a Native American tribe effectively waives its sovereign immunity, there exists an issue as to the forum in which a lawsuit can be brought against the tribe.

Federal courts are courts of limited jurisdiction and generally do not have jurisdiction to hear civil cases relating to matters concerning Native American lands or the internal affairs

of Native American governments.

Federal courts are courts of limited jurisdiction and generally do not have jurisdiction to hear civil cases relating to matters concerning Native American lands or the internal affairs of Native American governments.

Federal courts may have jurisdiction if a federal question is raised by the lawsuit, which is unlikely in a typical contract dispute.

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Competition in the mineral exploration industry is intense, and the Company is smaller and has a much more limited operating history than most of its competitors.

The Company will compete with a broad range of mining companies with far greater resources in their exploration activities.

Several mining companies concentrate drilling efforts on one type of mineral and thus may enjoy economies of scale and other efficiencies.

However, the Company’s drilling strategies currently include exploring for gold ore and associated minerals.

As a result, the Company may not be able to compete effectively with such companies.

Most competitors have substantially greater financial resources and in-house technical expertise than the Company.

These competitors may be able to evaluate, bid for and purchase a greater number of properties and prospects than the Company can.

In addition, most competitors have been operating for a much longer time than the Company has and have substantially larger staffs.

Processing of gold and associated minerals requires complex and sophisticated processing technologies.

The Company has no experience in the minerals processing industry.

Because of the Company’s limited operating history, the Company has limited insight into trends that may emerge and affect its business.

The Company may make errors in predicting and reacting to relevant business trends and will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies.

The Company will compete with a broad range of mining companies with far greater financial resources and in-house technical expertise than the Company.

Most competitors have been operating for a much longer time than the Company.

As a result, the Company may not be able to compete effectively with such companies and will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies.

Our business depends on the continued contributions made by Rick Van Nieuwenhuyse, as our key executive officer, whose loss could have a material adverse effect on our business.

Our success is dependent upon the continued contributions made by our President and Chief Executive Officer, Rick Van Nieuwenhuyse.

We rely on his extensive experience in the mining industry when we are developing new products and services.

The Company has no “Key Man” insurance to cover the resulting losses in the event that any of our officers or directors should die or resign.

Nieuwenhuyse cannot serve the Company or is no longer willing to do so, the Company may not be able to find alternatives in a timely manner or at all.

Our future success depends on our ability to attract and retain qualified long-term management, administrative, geology, and database management personnel.

Specifically, our success is dependent upon the continued contributions made by our President and Chief Executive Officer, Rick Van Nieuwenhuyse.

Van Nieuwenhuyse cannot serve the Company or is no longer willing to do so, the Company may not be able to find alternatives in a timely manner or at all.

This would likely result in a severe damage to our business operations and would have an adverse material impact on our financial position and operational results.

1 unchanged sentence

Additionally, if Mr.

Nieuwenhuyse joins our competitors or develops similar businesses that are in competition with the Company or the Peak Gold JV, our business may also be negatively impacted.

Our future success depends on our ability to attract and retain qualified long-term management, administrative, geology, and database management personnel.

We have a great need for qualified talent, but we may not be successful in attracting, hiring, developing, and retaining the talent required for our success.

Van Nieuwenhuyse joins our competitors or develops similar businesses that are in competition with the Company or the Peak Gold JV, our business may also be negatively impacted.

The Peak Gold JV is subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business.

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A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to various climate change interest groups and the potential impact of climate change.

Legislation and increased regulation regarding climate change, including mandatory reductions in energy consumption or emissions of greenhouse gases, could impose significant costs on us and the Peak Gold JV, including costs related to energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations.

Legislation and increased regulation

regarding climate change, including mandatory reductions in energy consumption or emissions of greenhouse gases, could impose significant costs on us and the Peak Gold JV, including costs related to energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations.

Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations.

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Accordingly, investors must rely on sales of their common stock after any price appreciation, which may never occur, as the only way to realize a return on their investment.

We face risks related to health epidemics and other outbreaks, including the recent spread of COVID-19 or novel coronavirus, or fear of such an event.

Our business could be adversely affected by a widespread outbreak of contagious disease, such as the outbreak of the 2019 novel strain of coronavirus, causing a contagious respiratory disease known as COVID-19.

We face risks related to health epidemics and other outbreaks or fear of such an event.

Our business could be adversely affected by a widespread outbreak of contagious disease, such as the outbreak of the 2019 novel strain of coronavirus, known as COVID-19.

If a significant portion of our workforce, or the Peak Gold JV’s workforce becomes unable to work or travel to our operations or the Peak Gold JV’s operations, due to illness or state or federal government restrictions (including travel restrictions and “shelter-in-place” and similar orders restricting certain activities that may be issued or extended by authorities), we, or the Peak Gold JV, may be forced to reduce or suspend operations at one or more properties, which could reduce exploration activities and development projects and impact liquidity and financial results.

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Our information technology systems are subject to disruption, damage or failure from a variety of sources, including computer viruses, security breaches, cyber-attacks, natural disasters and defects in design.

Cybersecurity incidents, in particular, are evolving and include, malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and the corruption of data.

Cybersecurity incidents, in particular, are evolving and include, malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead to

disruptions in systems, unauthorized release of confidential or otherwise protected information and the corruption of data.

The Company believes that it has implemented appropriate measures to mitigate potential risks.

However, given the unpredictability of the timing, nature and scope of information technology disruptions, the Company could be subject to manipulation or improper use of its systems and networks or financial losses from remedial actions, any of which could have a material adverse effect on its financial condition and results of operations.

The proposed arrangement with Dolly Varden Silver Corporation may not be completed on the terms or timeline currently anticipated, or at all, which could adversely affect our business, financial condition, and stock price.

On December 8, 2025, we entered into an arrangement agreement (the “Dolly Varden Arrangement Agreement”) with Dolly Varden Silver Corporation (“Dolly Varden”) to combine our company and Dolly Varden on a merger-of-equals basis (the “Dolly Varden Arrangement”).

The completion of the Dolly Varden Arrangement is subject to customary closing conditions, including, among others, the approval of Dolly Varden shareholders, court approval under the Business Corporations Act (British Columbia), the receipt of required regulatory approvals, and the absence of any material adverse change.

There can be no assurance that these conditions will be satisfied or waived on a timely basis, or at all.

If the Dolly Varden Arrangement is not completed, we may be subject to a number of risks, including:

• the diversion of management’s attention from our ongoing business operations during the pendency of the Dolly Varden Arrangement;

• the incurrence of significant transaction costs, including legal, accounting, and advisory fees, regardless of whether the Dolly Varden Arrangement is completed;

• potential negative reactions from the financial markets, including a decline in the trading price of our common stock;

• potential litigation related to the Dolly Varden Arrangement or the failure to complete it.

Any failure to complete the Dolly Varden Arrangement could have a material adverse effect on our business, results of operations, financial condition, and stock price.

We may not realize the anticipated benefits of the proposed arrangement with Dolly Varden, and the integration of the two companies may present significant challenges.

The success of the proposed arrangement with Dolly Varden will depend, in part, on our ability to realize the anticipated benefits from combining the two companies.

Achieving these benefits will depend on a number of factors, some of which are beyond our control, including our ability to:

• successfully integrate Dolly Varden’s operations, assets, personnel, and corporate culture with our own;

• retain key employees of both companies following completion of the Dolly Varden Arrangement;

• effectively manage an expanded portfolio of mineral properties, including Dolly Varden’s silver-focused assets located in British Columbia, Canada, which represents a new geographic and commodity focus for our company;

• achieve the expected synergies and cost savings from the combination;

• maintain existing relationships with joint venture partners, lessors, contractors, suppliers, and other business partners.

The combined company will be renamed “Contango Silver & Gold Inc.” and will be led by a new management team, including officers from both Contango and Dolly Varden.

Integration efforts may divert management’s attention from ongoing operations and place significant demands on management, administrative, and operational resources.

If we are unable to successfully integrate Dolly Varden’s business or realize the anticipated benefits of the Dolly Varden Arrangement, our business, financial condition, and results of operations could be materially adversely affected.

In addition, upon completion of the Dolly Varden Arrangement, existing Contango shareholders and existing Dolly Varden shareholders will each own approximately 50% of the combined company on a fully diluted in-the-money basis.

As a result, current Contango shareholders will have a significantly reduced ownership and voting interest in the combined company compared to their current ownership of the Company.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors