Mr. Craig Rollins reports

DRUMMOND VENTURES ANNOUNCES CONCURRENT FINANCING AND FURTHER DETAILS REGARDING QUALIFYING TRANSACTION

Drummond Ventures Corp. and Toro Silver Corp., a corporation incorporated under the laws of the Province of British Columbia, have released further details regarding the proposed business combination of Drummond and Toro, as previously announced in the press release of Drummond dated Dec. 31, 2025. The proposed transaction will constitute Drummond's qualifying transaction, as such term is defined in Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange. Drummond and Toro are also pleased to announce that they have received the conditional approval of the exchange to the proposed transaction.

Prior to the completion of the proposed transaction, Toro and Drummond intend to complete a non-brokered private placement (the concurrent financing) of up to 42,857,142 subscription receipts at a purchase price of $1.40 (U.S.) per subscription receipt for gross proceeds of up to $60-million (U.S.). Toro and Drummond reserve the right to increase or decrease the size of the concurrent financing. The concurrent financing will consist of the issuance of subscription receipts of Toro and subscription receipts of Drummond at the same issue price. Each Toro subscription receipt will, upon satisfaction of certain escrow release conditions, be converted into one common share of Toro, which will immediately be exchanged for one postconsolidation common share of Drummond on completion of the proposed transaction. Each Drummond subscription receipt will, upon satisfaction of certain escrow release conditions, be converted into one resulting issuer share.

Upon completion of the proposed transaction, Drummond will be renamed Mackay Gold & Silver Corp. and will commence trading on the exchange under the symbol MACK.

On closing of the concurrent financing, the gross proceeds will be held in escrow by a subscription receipt agent. The escrowed funds shall be released to Toro and Drummond upon the completion of certain escrow release conditions in connection with the proposed transaction. In the event that the escrow release conditions are not satisfied or waived by 90 days following the completion of the concurrent financing or such later date as determined in accordance with the terms of the subscription receipt agreements or, if prior to such time, the amalgamation agreement between Toro and Drummond is terminated or either Toro or Drummond advise the subscription receipt agent that it does not intend to or that it cannot satisfy the escrow release conditions, then the outstanding subscription receipts shall be cancelled and terminated and the escrowed funds shall be returned to the applicable subscribers of the subscription receipts.

Toro and Drummond intend to use the proceeds of the concurrent financing toward mineral exploration expenditures on Toro's Comstock mining property in Nevada, exploration salaries and consulting fees, mineral property holding costs, and for general working capital purposes. Toro and Drummond may pay finders' fees in cash or securities in connection with the concurrent financing.

The Drummond subscription receipts, and the resulting issuer shares issued on conversion thereof, will be subject to a four-month hold period from the date of issuance of the Drummond subscription receipts in accordance with applicable securities laws. The private placement is subject to the approval of the exchange.

Summary of financial information of Toro Silver

The following table sets out financial information for Toro, summarized from the audited financial statements for Toro's financial years ended June 20, 2025, and 2024, and from the unaudited interim financial statements of Toro for the period ended Dec. 31, 2025. This summary financial information should be read in conjunction with Toro financial statements, including the notes thereto, which will be contained in the filing statement to be filed on Drummond's SEDAR+ profile in connection with the proposed transaction.

Insiders of the resulting issuer

The board of directors of the resulting issuer following the completion of the proposed transaction will be reconstituted to consist of the following five directors: Darwin Green, Jeffrey Pontius, Ron Ho, Michael Gray and Ronald Largent. The officers of the resulting issuer will be Mr. Green as chief executive officer and Aris Morfopoulos as chief financial officer and corporate secretary.

Biographies of the directors and officers of the resulting issuer are presented below.

Mr. Green, chief executive officer and director of the resulting issuer

Darwin Green, PGeo, is an entrepreneurial mining executive and company builder bringing over 30 years of industry, corporate and technical knowledge to the resulting issuer. He currently serves on the boards of NYSE American-listed Contango Ore and TSX-V-listed Onyx Gold Corp. and Maple Gold Corp. He previously served as founder, director, president and CEO of HighGold Mining from August 2019 until its acquisition by Contango Ore in July, 2024, and has served as founder and executive chairman of Onyx Gold since July, 2023. In his prior roles as vice-president, exploration, he was directly involved with mineral deposit discoveries in Alaska and Ontario. Mr. Green holds an MSc in economic geology from Carleton University and a BSc in geology from the University of British Columbia.

Mr. Morfopoulos, chief financial officer and corporate secretary of the resulting issuer

Mr. Morfopoulos is a senior financial executive with more than 35 years of corporate management experience, including over two decades as a CFO for publicly listed mineral exploration companies. His background spans financial reporting, corporate governance and restructuring, and mergers and acquisitions for growth-focused companies.

Jeffrey Pontius, director of the resulting issuer

Mr. Pontius is a highly accomplished mining executive and exploration geologist with more than 35 years of experience discovering and advancing gold projects across the United States. He holds advanced degrees in economic geology and has built his career leading large-scale exploration programs, executing disciplined discovery strategies and advancing projects from early-stage concepts through resource definition and development. Mr. Pontius's experience spans multiple major gold systems in Nevada and Alaska and is underpinned by deep technical expertise in epithermal and sediment-hosted gold deposits. He most recently served as president and CEO of Corvus Gold Inc., where he guided the company's growth through systematic exploration, significant resource expansion, and the advancement of the North Bullfrog and Mother Lode projects. His leadership culminated in the successful sale of Corvus Gold to AngloGold Ashanti in 2022. Prior to Corvus, Mr. Pontius held senior exploration and management roles with AngloGold Ashanti, including North America exploration manager. In that role, he oversaw multijurisdictional exploration programs and contributed to several significant gold discoveries across the region.

Mr. Gray, director of the resulting issuer

Mr. Gray is a senior mining analyst, geologist and corporate adviser with more than 25 years of experience spanning exploration, capital markets and strategic advisory. He holds a BSc in geology from the University of British Columbia and an MSc in economic geology from Laurentian University, grounding his market expertise in strong technical fundamentals. Throughout his career, he has evaluated hundreds of gold, silver and base metal companies and projects across the Americas, combining technical insight with disciplined financial analysis. Mr. Gray co-leads the mining advisory practice at Agentis Capital, where he works directly with public and private companies on strategic transactions, capital markets positioning, valuation and long-term growth planning. Before joining Agentis, he served as managing director and head of mining equity research at Macquarie Capital Markets Canada, where he built one of the leading mining research platforms in the industry. Earlier in his career, he co-founded Rubicon Minerals, helping grow it from a junior explorer to a widely followed gold company, and held exploration and technical roles with Lac Minerals, Minnova, Falconbridge and Cominco.

Mr. Ho, director of the resulting issuer

Mr. Ho is an experienced mining-sector finance executive with more than 25 years of expertise across corporate development, capital markets and strategic financial leadership. He is a chartered professional accountant (CPA) and holds the chartered financial analyst (CFA) designation, with a bachelor of commerce from the University of British Columbia, bringing a strong technical foundation to all aspects of financial oversight and governance. Mr. Ho spent 17 years at Sandstorm Gold Royalties, where he served as senior vice- president, finance. Joining the company in its early years, he played a central role in shaping Sandstorm's growth strategy, leading financial structuring, capital allocation, and the acquisition of several cornerstone royalty and streaming assets. His contributions helped establish Sandstorm as one of the leading precious metals royalty companies globally.

Mr. Largent, director of the resulting issuer

Mr. Largent has 40 years of experience in the mining industry holding executive, senior management and operational positions with Amax Gold, Newmont Mining, Independence Mining, AngloGold Ashanti and Corvus Gold. Mr. Largent has led numerous mine-building projects as well as large integrated multimine operational groups around the world, including as chief operating officer, international, for AngloGold Ashanti, where he led a major global operational improvement initiative that dramatically improved operating costs across the globe. In Nevada and California, Mr. Largent was involved with the construction and operation of Wind Mountain and Hayden Hill mines as well as general manager of the Jerritt Canyon mines and various operating positions with Newmont Mining in the Carlin trend. Mr. Largent was also involved with the construction and operation of the Cripple Creek mine in Colorado and most recently was the chairman of Corvus Gold and instrumental in the company's sale to AngloGold in 2022. Mr. Largent holds a degree in mining engineering and a master in business administration.

Further information

For further information regarding the proposed transaction, see Drummond's press release dated Dec. 31, 2025.

The full particulars of the proposed transaction, any assets and the resulting issuer will be described in a filing statement prepared in accordance with the policies of the exchange. A copy of the filing statement will be available electronically on SEDAR+ under Drummond's profile in due course.

The completion of the proposed transaction is subject to the satisfaction of various conditions that are standard for a transaction of this nature, including, but not limited to: (i) the receipt of shareholder approval for the proposed transaction to the extent required by applicable law and policies of the exchange; (ii) the receipt of regulatory and exchange approval for the proposed transaction to the extent required by applicable law and policies of the exchange; (iii) the filing with the applicable securities regulatory authorities of a filing statement or information circular regarding the proposed transaction; (iv) the receipt of final approval from the exchange for the proposed transaction and the listing of the resulting issuer shares upon completion of the proposed transaction; and (v) the completion of the concurrent financing, name change, consolidation, and other matters as may be agreed to between Toro and Drummond. There can be no assurance that the proposed transaction will be completed on the terms proposed above or at all.

Drummond Ventures Corp.

Drummond was incorporated under the Business Corporations Act (British Columbia) on March 28, 2018, and is a capital pool company (as such term is defined in Policy 2.4) listed on the exchange. Drummond has no commercial operations and no assets other than cash.

We seek Safe Harbor.