File: Attachment NR re Drummond Definitive Agreement with Toro - Final.pdf

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

Not for distribution to United States newswire services or for dissemination in the United States.

Vancouver, British Columbia, December 31, 2025, Drummond Ventures Corp. (TSXV: DVX.P) ("Drummond") and Toro Silver Corp. ("Toro"), a corporation incorporated under the laws of the Province of British Columbia, announce that Drummond, Toro and 1230507 B.C. Ltd. ("AcquisitionCo"), a wholly owned subsidiary of Drummond, have entered into an amalgamation agreement dated December 30, 2025 (the "Amalgamation Agreement") in respect of an arm's length reverse-takeover transaction of Drummond by Toro (the "Proposed Transaction"), which will constitute the completion of Drummond's Qualifying Transaction (as such term is defined in Policy 2.4 Capital Pool Companies ("Policy 2.4") of the TSX Venture Exchange (the "Exchange")). Upon completion of the Proposed Transaction, the resulting issuer (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 US$20,000,000 (the "Concurrent Financing") 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), 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 (each, a "Drummond Share") 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 (the "Name Change"); (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 (the "Effective Time"), it is expected that Drummond will complete a consolidation (the "Drummond Consolidation") in respect of the Drummond Shares on a 3:1 basis such that, immediately following the Drummond Consolidation, there shall be 1,708,333 post- consolidation Drummond Shares (each, a "Drummond Post-Consolidation Share") 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 ("Toro Shares") will receive one Resulting Issuer Share/Drummond Post-Consolidation Share for each Toro Share (the "Exchange Ratio") 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 finder's fees will be paid in connection with the Proposed Transaction, other than standard finder's 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+ (www.sedarplus.ca) 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, Name Change, 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% control of a large (approximately 1729 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, Nevada. 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 7 kilometres of strike length of well-established, under-explored vein structures, and is advancing a systematic, multi-platform 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 track 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.

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.

Further Information

For further information, please contact:

Drummond Ventures Corp. Suite 3200, 733 Seymour Street Vancouver, British Columbia V6B 0S6 Canada

Contact: Craig Rollins Telephone: 778-945-3948

Toro Silver Corp. Suite 405, 375 Water Street, Vancouver, British Columbia V6B 5C6 Canada

Contact: Darwin Green Telephone: 604-789-6043 Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Not for distribution to U.S. newswire services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to the Exchange acceptance and, if applicable pursuant to the Exchange requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Drummond should be considered highly speculative.

The Exchange has in no way passed upon the merits of the Proposed Transaction and has not approved or disapproved of the contents of this press release.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Drummond and Toro with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: whether the Proposed Transaction will be consummated and whether the Concurrent Financing will be completed, the ability of the Resulting Issuer to carry out its exploration activities, or the timing for completing the Proposed Transaction and Private Placement.

Readers are cautioned that forward-looking information is not based on historical facts but instead reflect management of Drummond and Toro's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Drummond and Toro believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction and/or Concurrent Financing and to cause the conversion of the Subscription Receipts prior to the applicable deadlines; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction and/or Concurrent Financing on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction and/or Concurrent Financing on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; the ability of the Resulting Issuer and Toro to carry out its exploration activities as currently contemplated; compliance with extensive government regulation; and the diversion of management time on the Proposed Transaction and/or Concurrent Financing. This forward- looking information may be affected by risks and uncertainties in the business of Drummond and Toro and market conditions. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward- looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Drummond and Toro have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Drummond and Toro do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.