Mr. Craig Rollins reports

ELTON RESOURCES PROVIDES UPDATE ON SUBSCRIPTION RECEIPT FINANCING

Further to Drummond Ventures Corp.'s press releases dated Oct. 16, 2024, and Nov. 1, 2024, in connection with the corporation's previously announced qualifying transaction with Elton Resources Corp., Elton has received significant interest from institutional and retail investors and has updated the terms of its brokered private placement subscription receipt financing. Elton has engaged Eight Capital and Canaccord Genuity Corp. as co-lead agents and joint bookrunners, together with a syndicate of agents that includes SCP Resource Finance in connection with the financing.

The financing shall now comprise of a private placement of a combination of (1) subscription receipts of Elton (NFT (non-flow-through) subscription receipts) at a price per NFT subscription receipt of 25 cents; and (2) subscription receipts of Elton (FT (flow-through) subscription receipts) at a price per FT subscription receipt of 27.5 cents, for aggregate gross proceeds of a minimum of $10-million and a maximum of $15-million.

Each NFT subscription receipt will automatically convert into one common share in the capital of Elton and each FT 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 to the financing 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.

Elton intends to use the net proceeds from the financing 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 FT 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 FT subscription receipts, incur eligible Canadian exploration expenses which qualifies 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 FT subscription receipts. Subject to the conversion of the FT subscription receipts in accordance with their terms, Elton shall renounce the qualifying expenditures so incurred to the purchasers of FT subscription receipts effective on or prior to Dec. 31, 2024.

Additional terms to the financing and the proposed transaction not specifically described herein, including, without limitation, the terms of any compensation paid to agents in the financing, the stock split of Drummond and the non-brokered private placement of Drummond, have not changed and are described in the news releases of Drummond dated Oct. 16, 2024, and Nov. 1, 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.

We seek Safe Harbor.