Mr. Darwin Green reports

MACKAY GOLD & SILVER CORP. ANNOUNCES CLOSING OF QUALIFYING TRANSACTION

Mackay Gold & Silver Corp. (formerly Drummond Ventures Corp.) has completed its previously announced business combination with Toro Silver Corp. Under the transaction, the company has acquired all of the issued and outstanding securities of Toro by way of a three-cornered amalgamation in accordance with the terms and conditions of the amalgamation agreement dated Dec. 30, 2025, as amended, between the company, Toro and 1230507 B.C. Ltd. The transaction constituted the company's qualifying transaction, as such term is defined in Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange.

The company is expected to recommence trading of its common shares on the exchange as a Tier 2 mining issuer on or about April 24, 2026, under the new trading symbol MACK. The transaction remains subject to the final acceptance of the exchange.

"We are very pleased to reach this important milestone in the company's evolution and wish to extend our sincere thanks to our shareholders for your continued confidence and backing," stated Darwin Green, chief executive officer. "With $62-million (U.S.) in the treasury, the company is fully funded to advance multiyear exploration plans at our district-scale land position in Nevada's historic Comstock district, a region known for its high-grade production and significant untapped potential."

The company has filed a filing statement dated April 15, 2026, on SEDAR+ under its profile relating to the transaction. Investors are encouraged to review the filing statement, which provides detailed information about the transaction and the company. See also the company's press releases dated Dec. 31, 2025, March 20, 2026, April 2, 2026, and April 16, 2026, for further information regarding the transaction.

Name change and consolidation

Immediately prior to the completion of the transaction, the company changed its name to Mackay Gold & Silver Corp. and consolidated its common shares on the basis of one postconsolidation common share for every three preconsolidation common shares.

Registered shareholders will receive postconsolidation share certificates or direct registration system (DRS) statements in the name of Mackay Gold & Silver Corp. Beneficial shareholders holding common shares in the capital of the company through an intermediary should be aware that the intermediary may have different procedures for processing the consolidation and are encouraged to contact their respective intermediaries in this regard. No fractional common shares will be issued as a result of the consolidation. Where the consolidation would otherwise result in an entitlement to a fractional common share, the number of postconsolidation shares issued will be rounded up or down to the nearest whole number of common shares. The name change and consolidation are subject to the final approval of the exchange.

On completion of the transaction, the company has an aggregate of 85,597,960 Mackay shares issued and outstanding. The Cusip number for the Mackay shares is 554515106 and the ISIN (international securities identification number) is CA5545151063.

Concurrent financing

On April 1, 2026, the company and Toro completed a non-brokered private placement of 43,056,756 subscription receipts at a purchase price of $1.40 (U.S.) per subscription receipts, raising aggregate gross proceeds of $60,279,458 (U.S.). The concurrent financing consisted in the issuance of 41,253,756 subscription receipts of Toro and 1,803,000 subscription receipts of the company at the same issue price. Each Toro subscription receipt was converted into one common share of Toro and immediately exchanged for one Mackay share on completion of the transaction. Each Drummond subscription receipt was converted into one Mackay share on completion of the transaction. The gross proceeds of the concurrent financing less certain deductions were released from escrow to the company concurrently with the completion of the transaction. The company intends to use the proceeds of the concurrent financing toward mineral exploration expenditures on the company's Comstock mining property in Nevada, exploration salaries and consulting fees, and mineral property holding costs and for general working capital purposes.

The Mackay shares issued to purchasers on conversion of the Drummond subscription receipts are subject to a four-month hold period expiring on Aug. 2, 2026, in accordance with applicable securities laws. The Mackay shares issued to the purchasers of the Toro subscription receipts are not subject to a four-month hold period under applicable securities laws. The concurrent financing is subject to the final approval of the exchange.

In connection with the concurrent financing, the company paid aggregate cash finders' fees of $987,821.94, granted an aggregate of 350,094 non-transferable finder warrants of the company and granted an aggregate of 197,070 Mackay shares to arm's-length finders of the company as consideration for locating purchasers. Each finder warrant entitles holder thereof to purchase one Mackay share at an exercise price of $2 (U.S.) per share until April 17, 2028.

Board of directors and management

Following completion of the transaction, the board of directors of the company has been 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 are Mr. Green as chief executive officer and Aris Morfopoulos as chief financial officer and corporate secretary.

Grant of stock options

The company also announces that it has granted an aggregate of 2.7 million stock options to certain directors, officers, consultants and employees of the company. The stock options are subject to a two-year vesting schedule, with one-third of the stock options vesting immediately, one-third vesting on the date that is 12 months after the date of grant and the remaining one-third vesting on the date that is 24 months after the date of grant. Each stock option entitles the holder thereof to purchase one Mackay share at an exercise price of $1.40 (U.S.) until April 17, 2031. The stock options were issued pursuant to the terms of the company rolling 10-per-cent omnibus equity incentive plan, which was approved by the shareholders of the company on March 24, 2026, and became effective on the completion of the transaction. The company has also assumed an aggregate of 2,775,000 stock options of Toro, which have become exercisable for Mackay shares pursuant to the transaction, as described in the filing statement.

About Mackay Gold & Silver Corp. (formerly Drummond Ventures Corp.)

Mackay Gold & Silver is a Nevada-focused gold and silver exploration company with 100-per-cent control of a large, consolidated land package in one of America's richest, productive and oldest mining districts. With an estimated 8.2 million ounces of historical gold production and 192 million ounces of silver produced between 1859 and 1926 from bonanza-grade deposits, the Comstock district is recognized as one of America's highest-grade epithermal systems and an attractive setting for modern discovery. Led by an experienced team with a strong record of discovery, development and value creation, Mackay is well financed and committed to delivering shareholder value through disciplined exploration and responsible resource development.

We seek Safe Harbor.