The TSX Venture Exchange has accepted for filing the qualifying transaction (QT) of Mackay Gold & Silver Corp. (formerly Drummond Ventures Corp.), as described in its filing statement dated April 15, 2026.

As a result, at the opening on April 24, 2026, Mackay Gold & Silver will no longer be considered as a capital pool company (CPC).

The qualifying transaction consisted of the arm's-length acquisition of all of the issued and outstanding common shares in the capital of Toro Silver Corp. pursuant to the amalgamation agreement dated Dec. 30, 2025, in exchange for 81,889,557 postconsolidated shares at a deemed value of $1.40 (U.S.) per share for aggregate deemed value of $114,645,380 (U.S.) ($157,064,170 (Canadian)) (based on the current foreign exchange rate of 73 U.S. cents to $1 (Canadian)).

The company consolidated its shares on a one-new-for-three-old share basis. The shares were exchanged under the amalgamation agreement on a one-for-one basis on a postconsolidated basis.

For additional information, refer to the company's news releases dated Dec. 31, 2025, March 20, 2026, April 2, 2026, April 16, 2026, and April 17, 2026, and its filing statement dated April 15, 2026, which is filed on SEDAR+.

In connection with the closing of the transaction, Toro closed its previously announced non-brokered concurrent financing of 41,253,756 subscription receipts for gross proceeds of $57,755,258 (U.S.) ($79,124,704 (Canadian)) (based on the current foreign exchange rate of 73 U.S. cents to $1 (Canadian)). Each subscription receipt was exchanged for one postconsolidated share of the company under the amalgamation agreement.

Three per cent in finders' warrants totaling 350,094 warrants and 6 per cent in finders' shares totalling 152,970 shares have been paid to arm's-length parties by Toro as finders in respect of the Toro concurrent financing. The finders' warrants are exercisable at $2 (U.S.) per share for a period of two years.

Private placement -- non-brokered

Prior to the completion of the QT, the company completed the concurrent non-brokered private placement of subscription receipts at $1.40 (U.S.) per subscription receipt. The subscription receipts have been exchanged into the following securities on a postconsolidation basis of the resulting issuer.

Financing type:  non-brokered private placement

Gross proceeds:  $2,524,200 (U.S.) ($3,458,154 (Canadian)) (based on the current foreign exchange rate of 73 U.S. cents to $1 (Canadian))

Offering:  1,803,000 subscription receipts converted into postconsolidated shares

Offering price:  $1.40 (U.S.)

Commissions in securities:  44,100 finders' shares

Disclosure:  Refer to the company's news releases dated March 20, 2026, and April 2, 2026.

Name change and consolidation

Pursuant to a resolution passed by directors on Jan. 5, 2026, the company has consolidated its capital on a one-new-for-three-old basis. The name of the company has also been changed as detailed below.

Effective at the opening on April 24, 2026, the common shares of Mackay Gold & Silver will commence trading on the TSX Venture Exchange and the common shares of Drummond Ventures will be delisted.

Resume trading

Effective at the opening of business on April 24, 2026, the common shares of Mackay Gold & Silver will commence trading on the TSX Venture Exchange as a Tier 2 mining company.

Capitalization:  unlimited number of common shares with no par value, of which 85,597,960 common shares are issued and outstanding

Escrow:  nil

Transfer agent:  Odyssey Trust Company

Trading symbol:  MACK (new)

Cusip No.:  554515 10 6 (new)

The exchange has been advised that the above transactions have been completed.