Mr. Craig Rollins reports

DRUMMOND VENTURES ANNOUNCES CLOSING OF CONCURRENT FINANCING FOR GROSS PROCEEDS OF OVER US$60 MILLION

Drummond Ventures Corp. and Toro Silver Corp., in connection with the proposed business combination of Drummond and Toro, have closed a non-brokered private placement of an aggregate of 43,056,756 subscription receipts at a purchase price of $1.40 (U.S.) per subscription receipt, raising aggregate gross proceeds of $60,279,458 (U.S.). The private placement consisted in the issuance of 41,253,756 subscription receipts of Toro and 1,803,000 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 completion of the proposed transaction, be converted into one resulting issuer share.

As previously announced in the news release of Drummond dated March 20, 2026, Drummond and Toro have received the conditional approval of the TSX Venture Exchange to the proposed transaction. The completion of the private placement was a condition to the closing of the proposed transaction. The proposed transaction will constitute Drummond's qualifying transaction, as such term is defined in Policy 2.4, Capital Pool Companies, of the exchange. Upon completion of the proposed transaction, Drummond will be renamed Mackay Gold & Silver Corp. and will commence trading on the TSX-V under the symbol MACK. Based on current guidance and pending satisfaction of all remaining conditions and exchange approval, the resulting issuer is anticipated to commence trading on or about mid-April.

Details on the private placement

The proceeds of the private placement are being held in escrow by Odyssey Trust Company, as subscription receipt agent pursuant to the terms of subscription receipt agreements dated April 1, 2026, entered into with Odyssey, and each of Drummond and Toro. The escrowed funds shall be released to Drummond and Toro 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 June 30, 2026, or such later date as determined in accordance with 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 related salaries and consulting fees, mineral property holding costs, and general working capital purposes.

In connection with the private placement, on satisfaction of the escrow release conditions under the subscription receipt agreement, Toro and Drummond have agreed to pay aggregate cash finders' fees of $987,821.94, grant an aggregate of 350,094 non-transferable finders' warrants and issue an aggregate of 197,070 resulting issuer shares to arm's-length finders. Each finder's warrant will be exercisable by the holder thereof to purchase one resulting issuer share at an exercise price of $2 (U.S.) for a period of 24 months from the date of issuance of the finder's warrant.

The Drummond subscription receipts, and the resulting issuer shares issued on conversion thereof, are subject to a four-month hold period expiring on Aug. 2, 2026, in accordance with applicable securities laws. The resulting issuer shares issuable to the holders of the Toro subscription receipts will not be subject to a four-month hold period under applicable securities laws.

The private placement is subject to the final approval of the exchange.

Further information

For further information regarding the proposed transaction, see Drummond's news releases dated Dec. 31, 2025, and March 20, 2026.

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 conditional 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 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.

About 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.