Subject: News Release for Dissemination
PDF Document
File: Attachment PRESS Drummond Announcing Closing of Financing - Final.pdf
DRUMMOND VENTURES ANNOUNCES CLOSING OF CONCURRENT FINANCING FOR GROSS
PROCEEDS OF OVER US$60 MILLION
Not for distribution to United States newswire services or for
dissemination in the United States.
Vancouver, British Columbia, April 2, 2026, Drummond Ventures Corp. (TSXV: DVX.P) ("Drummond")
and Toro Silver Corp. ("Toro") are pleased to announce that that in connection with the proposed business
combination of Drummond and Toro (the "Proposed Transaction") they have closed a non-brokered
private placement (the "Private Placement") of an aggregate of 43,056,756 subscription receipts (each, a
"Subscription Receipt") at a purchase price of US$1.40 per Subscription Receipts raising aggregate gross
proceeds of US$60,279,458. The Private Placement consisted in the issuance of 41,253,756 Subscription
Receipts of Toro (each, a "Toro Subscription Receipt") and 1,803,000 Subscription Receipts of
Drummond (each, a "Drummond Subscription Receipt"), at the same issue price. Each Toro Subscription
Receipt will, upon satisfaction of certain escrow release conditions, be converted into one common share
of Toro, which will immediately be exchanged for one post-consolidation common share of Drummond (a
"Resulting Issuer Share") on completion of the Proposed Transaction. Each Drummond Subscription
Receipt will, upon completion of the Proposed Transaction, be converted into one Resulting Issuer Share.
As previously announced in the press release of Drummond dated March 20, 2026, Drummond and Toro
have received the conditional approval of the TSX Venture Exchange (the "Exchange") to the Proposed
Transaction. The completion of the Private Placement was a condition to the closing of the Proposed
Transaction. The Proposed Transaction will constitute Drummond's Qualifying Transaction, as such term
is defined in Policy 2.4 Capital Pool Companies ("Policy 2.4") of the Exchange. Upon completion of the
Proposed Transaction, Drummond will be renamed "Mackay Gold & Silver Corp." (the "Resulting Issuer")
and will commence trading under the symbol TSX.V: MACK. Based on current guidance and pending
satisfaction of all remaining conditions and Exchange approval, the Resulting Issuer is anticipated to
commence trading on or about mid-April.
Details on the Private Placement
The proceeds of the Private Placement are being held in escrow by Odyssey Trust Company ("Odyssey"),
as subscription receipt agent pursuant to the terms of subscription receipt agreements dated April 1, 2026
(the "Subscription Receipt Agreements") entered into with Odyssey and each of Drummond and Toro.
The escrowed funds shall be released to Drummond and Toro upon the completion of certain escrow
release conditions in connection with the Proposed Transaction. In the event that the escrow release
conditions are not satisfied or waived by June 30, 2026 or such later date as determined in accordance
with the Subscription Receipt Agreements or, if prior to such time, the amalgamation agreement between
Toro and Drummond is terminated, or either Toro or Drummond advise the subscription receipt agent that
it does not intend to, or that it cannot, satisfy the escrow release conditions, then the outstanding
Subscription Receipts shall be cancelled and terminated and the escrowed funds shall be returned to the
applicable subscribers of the Subscription Receipts.
Toro and Drummond intend to use the proceeds of the Concurrent Financing towards mineral exploration
expenditures on Toro's Comstock mining property in Nevada, exploration related salaries and consulting
fees, mineral property holding costs and for general working capital purposes.
In connection with the Private Placement, on satisfaction of the escrow release conditions under the
Subscription Receipt Agreement, Toro and Drummond have agreed to pay aggregate cash finder's fees of
$987,821.94, grant an aggregate of 350,094 non-transferable finder warrants (each, a "Finder Warrant")
and issue an aggregate of 197,070 Resulting Issuer Shares to arm's length finders. Each Finder Warrant
will be exercisable by the holder thereof to purchase one Resulting Issuer Share at an exercise price of
US$2.00 for a period of 24 months from the date of issuance of the Finder Warrant.
The Drummond Subscription Receipts, and the Resulting Issuer Shares issued on conversion thereof, are
subject to a four-month hold period expiring on August 2, 2026 in accordance with applicable securities
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laws. The Resulting Issuer Shares issuable to the holders of the Toro Subscription Receipts will not be
subject to a four-month hold period under applicable securities laws.
The Private Placement is subject to the final approval of the Exchange.
Further Information
For further information regarding the Proposed Transaction, see Drummond's press releases dated
December 31, 2025 and March 20, 2026.
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 that 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 name change,
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.
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.
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.
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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, use of proceeds for the Concurrent Financing,
the ability of the Resulting Issuer to carry out its exploration activities, or the timing for completing the
Proposed Transaction.
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 to cause the
conversion of the Subscription Receipts prior to the applicable deadline; the ability to obtain requisite
regulatory and other approvals and the satisfaction of other conditions to the consummation of the Proposed
Transaction 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. 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
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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.
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