Mr. Craig Rollins reports

ELTON RESOURCES ANNOUNCES SUBSCRIPTION RECEIPT FINANCING AND ENGAGEMENT OF EIGHT CAPITAL AND CANACCORD

In connection with Drummond Ventures Corp.'s previously announced qualifying transaction with Elton Resources Corp., Elton has engaged Eight Capital and Canaccord Genuity Corp. as co-lead agents and joint bookrunners in connection with a brokered private placement subscription receipt financing, with a syndicate of agents that includes SCP Resource Finance.

The financing shall comprise a private placement of a combination of: (1) subscription receipts of Elton at a price per non-flow-through subscription receipt of 25 cents; and (2) subscription receipts of Elton at a price per flow-through subscription receipt of 35 cents for aggregate gross proceeds of a minimum of $10-million and a maximum of $15-million.

In connection with the financing, Elton has also granted the agents an option to increase the size of the financing by up to 15 per cent in any combination of non-flow-through subscription receipts and flow-through subscription receipts, which agent option shall be exercisable in whole or in part at any time for a period of up to 48 hours prior to the closing of the financing.

Each non-flow-through subscription receipt will automatically convert into one common share in the capital of Elton and each flow-through subscription receipt will automatically convert into one Elton share that qualifies as a flow-through share pursuant to the Income Tax Act (Canada) in each case, upon satisfaction of certain escrow release conditions, subject to adjustment in certain events, at no additional cost to the holder as described in a subscription receipt agreement to be entered into by the parties. Each subscription receipt share received by holders of the subscription receipts shall then be converted into one share of the resulting issuer from the proposed transaction at the closing of the proposed transaction.

The gross proceeds of the financing will be deposited in escrow at closing of the financing pending the satisfaction of the escrow release conditions. If either: (i) the escrow release conditions are not satisfied on or before Dec. 31, 2024, or such other escrow release deadline to be stipulated in the subscription receipt agreement; or (ii) prior to such escrow release deadline, Drummond and/or Elton advises the agents or announces to the public that it does not intend to satisfy the escrow release conditions, the subscription receipts will be cancelled and the escrowed funds shall be returned to the holders of the subscription receipts in accordance with the terms of the subscription receipt agreement.

In connection with the financing and upon satisfaction of the escrow release conditions, the agents will be paid a cash commission equal to 7 per cent of the gross proceeds raised under the financing and be issued such number of Elton share purchase warrants as is equal to 7 per cent of the subscription receipts sold under the financing. Each agent warrant will entitle the holder to acquire an Elton share at an exercise price of 25 cents for a period of 24 months following the date the escrow release conditions are satisfied.

Subject to the receipt of all requisite regulatory, stock exchange and third party approvals, the financing is expected to be completed on or about Nov. 15, 2024, or such other date to be determined between Elton and the co-lead agents.

Elton intends to use the net proceeds from the financing for capital expenditure related to the exploration drilling at the mineral properties of Elton and for working capital and general corporate purposes.

Subject to the conversion of the flow-through subscription receipts in accordance with their terms, Elton agrees and covenants, pursuant to the provisions in the tax act, that it will, in the case of the Elton shares issued upon conversion of the flow-through subscription receipts, incur eligible Canadian exploration expenses that qualify as flow-through critical mining expenditures within the meaning of the tax act after the closing date and on or prior to Dec. 31, 2025, in the aggregate amount of not less than the total amount of the gross proceeds raised from the issue of flow-through subscription receipts. Subject to the conversion of the flow-through subscription receipts in accordance with their terms, Elton shall renounce the qualifying expenditures so incurred to the purchasers of flow-through subscription receipts effective on or prior to Dec. 31, 2024.

Prior to the closing of the proposed transaction, it is anticipated that the corporation will complete a stock split in respect of its issued and outstanding common shares on a 2:1 basis such that, immediately following the split, there shall be 10.25 million postsplit common shares issued and outstanding. Additionally, all outstanding incentive stock options of Drummond shall be surrendered for cancellation without any consideration.

For more information in connection with the proposed transaction, please see the news release of Drummond dated Sept. 9, 2024.

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, Capital Pool Companies, of the TSX Venture Exchange) listed on the exchange. Drummond has no commercial operations and no assets other than cash.

About Elton Resources Corp.

Elton is a mining exploration company focused on the exploration and development of the Darnley Bay project in Northwest Territories, Canada.

We seek Safe Harbor.