Mr. Craig Rollins reports

DRUMMOND VENTURES AND TORO ENTER INTO DEFINITIVE AMALGAMATION AGREEMENT WITH RESPECT TO QUALIFYING TRANSACTION

Drummond Ventures Corp., Toro Silver Corp., a corporation incorporated under the laws of the Province of British Columbia, and 1230507 B.C. Ltd. (AcquisitionCo), a wholly owned subsidiary of Drummond, have entered into an amalgamation agreement dated Dec. 30, 2025, in respect of an arm's-length reverse takeover transaction of Drummond by Toro, which will constitute the completion of Drummond's qualifying transaction (as such term is defined in Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange). Upon completion of the proposed transaction, the resulting issuer will carry on the business of Toro and intends to list as a Tier 2 mining issuer on the exchange.

The completion of the proposed transaction is subject to the satisfaction of various conditions that are customary for a transaction of this nature, including, but not limited to: (i) the completion of a concurrent financing by Toro for gross proceeds of $20-million (U.S.) through the issuance of subscription receipts (as defined herein) at a price per subscription receipt to be determined in the context of the market and to be disclosed in a subsequent news release; (ii) approval of the Drummond consolidation (as defined herein) and the reconstitution of the Drummond board (as defined herein); and (iii) the receipt of all requisite regulatory, stock exchange or governmental authorizations and consents, including the exchange.

Subject to satisfaction or waiver of the conditions precedent referred to herein and in the amalgamation agreement, Drummond and Toro anticipate that the proposed transaction will be completed by March 31, 2026. Additional information, including a summary of financial information, use of proceeds from the concurrent financing, and any deposits or loans made, will be disclosed in subsequent news releases according to Policy 2.4. There is no assurance that the proposed transaction will be completed on the terms proposed herein or at all.

Trading in the common shares of Drummond is currently halted in accordance with the policies of the exchange and will remain halted until such time as all required documentation in connection with the proposed transaction has been filed with and accepted by the exchange and permission to resume trading has been obtained from the exchange.

The proposed qualifying transaction

The proposed transaction will result in Drummond acquiring all of the issued and outstanding securities of Toro in exchange for the issuance of securities of Drummond by way of a three-cornered amalgamation between Toro, Drummond and AcquisitionCo, which will result in the entity resulting from the amalgamation under the Business Corporations Act (British Columbia) of AcquisitionCo and Toro becoming a wholly owned subsidiary of Drummond. The proposed transaction is expected to result in the existing shareholders of Toro owning a majority of the outstanding Drummond shares (after completion of the proposed transaction and the Drummond consolidation, referred to herein as the resulting issuer shares). As part of the proposed transaction and subject to any required shareholder and regulatory approvals, Drummond will: (i) change its name to Mackay Gold & Silver Corp. or such other name as Toro may determine; (ii) change its stock exchange ticker symbol; (iii) complete the Drummond consolidation; and (iv) reconstitute the board of directors and management of the resulting issuer with nominees of Toro.

The proposed transaction will not constitute a non-arm's-length qualifying transaction (as such term is defined in the Policy 2.4) or a related party transaction pursuant to the policies of the exchange and applicable securities laws, and it is anticipated that Drummond shareholder approval will not be required in respect of the proposed transaction.

Prior to the effective time of the proposed transaction, it is expected that Drummond will complete a consolidation in respect of the Drummond shares on a 1:3 basis such that, immediately following the Drummond consolidation, there shall be 1,708,333 postconsolidation Drummond shares issued and outstanding. Additionally, all outstanding incentive stock options of Drummond shall be consolidated.

As consideration for the acquisition of all of the outstanding securities of Toro, holders of the issued and outstanding common shares of Toro will receive one resulting issuer share/Drummond postconsolidation share for each Toro share held. Excluding any Toro shares that may be issued upon the conversion of any subscription receipts (as defined below) and assuming no convertible securities of Toro are exercised prior to the effective time, it is expected that (excluding any Toro shares issuable upon conversion of the subscription receipts or in connection with any other interim financing of Toro) 35,292,231 Toro shares outstanding as of the effective time held by current holders of Toro shares will be exchanged for an equal number of resulting issuer shares.

In addition, there are currently 2,675,000 outstanding incentive stock options of Toro, each exercisable to acquire one Toro share, and, after the effective time, each shall be exercisable to acquire one resulting issuer share.

No finders' fees will be paid in connection with the proposed transaction, other than standard finders' fees, which may be paid to arm's-length finders in connection with the identification of subscribers to the concurrent financing.

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 as 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 concurrent financing, the name change, the Drummond 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.

Sponsorship

Sponsorship of a qualifying transaction (as such term is defined in Policy 2.4) is required by the exchange unless a waiver from the sponsorship requirement is obtained. Drummond intends to apply for a waiver from sponsorship for the proposed transaction. There is no assurance that a waiver from this requirement will be obtained.

Information about Toro

Toro is a Nevada-focused gold and silver exploration company with 100-per-cent control of a large (approximately 1,729-hectare) land package in the Comstock mining district, one of America's most prolific and historic mining districts, located in western Nevada, approximately 40 kilometres southeast of Reno, Nev. The historic Comstock mining district had more than 8.2 million ounces of past gold production and 192 million ounces of silver produced from bonanza-grade deposits. It is recognized as one of the premier epithermal gold-silver systems globally and, given the lack of systematic modern exploration, is an exceptional setting for new discovery.

Recent consolidation of the over 150-year-old mining district has been key to opening the district to modern exploration and unlocking its full potential. The company controls more than seven kilometres of strike length of well-established, underexplored vein structures and is advancing a systematic, multiplatform exploration strategy targeting high-grade, near-surface oxide opportunities and deeper, bonanza-grade targets within the parallel Occidental Brunswick and Comstock lodes. Toro was incorporated on May 17, 2022, and Toro's land package in the Comstock mining district was assembled through a series of acquisition transactions taking place from 2023 to 2025.

Toro's leadership and technical teams include accomplished mine finders with expertise in Nevada and a record of advancing projects from early exploration through resource definition and economic studies. The company is committed to disciplined capital allocation, efficient exploration and the responsible development of a district whose historic success provides a clear blueprint for future value creation.

Insiders of the resulting issuer

Upon completion of the proposed transaction, it is anticipated that the board of directors of the resulting issuer will be reconstituted to consist of five directors to be nominated by Toro, and management of the resulting issuer will also be reconstituted with nominees of Toro. Drummond will issue a further press release with details of these nominees once these nominees have been determined.

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.

Qualified person

The scientific and technical content of this press release was reviewed, verified and approved by Darwin Green, the president and chief executive officer of Toro and a qualified person as defined by Canadian Securities Administrators' National Instrument 43-101, Standards of Disclosure for Mineral Projects.

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