Mr. Darwin Green reports
MACKAY GOLD & SILVER TO ACQUIRE THE HISTORIC BIG BONANZA, CONSOLIDATING THE ENTIRE 6 KM LENGTH OF THE COMSTOCK LODE, NEVADA, USA
Mackay Gold & Silver Corp. has entered into a definitive agreement with Consolidated Virginia Mining Company and Marshall Earth Resources Inc., privately owned companies controlled by Hugh Roy Marshall (collectively, the seller), for the purchase of 100 per cent of the seller's mining properties within the Comstock district in Storey and Lyon counties, Nevada.
Total consideration for the property is $6.3-million (U.S.), consisting of $2.0-million (U.S.) in cash and $2.0-million (U.S.) in Mackay common shares payable on closing, and a further $2.3-million (U.S.) in cash payable on the first anniversary of closing. The 392-hectare property will expand Mackay's total landholdings to 4,747 hectares (47.5 square kilometres), further expanding the largest consolidated property package in Comstock district history and uniting the whole Comstock Lode under single ownership for the first time.
"The Big Bonanza was the crown jewel of the many rich 'bonanza' orebodies mined on the Comstock Lode," stated Darwin Green, chief executive officer and director of Mackay. "This acquisition adds the very productive northern section of the Comstock Lode to our existing extensive land package, and for the first time in the district's 167-year history the entirety of the six km long vein structure is now consolidated under a single owner -- Mackay Gold & Silver. It is an immense privilege to secure this opportunity, and I would like to acknowledge the vision and dedication of Mr. Hugh Roy Marshall in carrying out the original consolidation around the Big Bonanza that he initiated some 40-years ago."
History of the acquired property
Once Mackay completes the acquisition of the property, Mackay will control the whole Comstock Lode, from the lode's southern spurs in American Flat through Gold Hill and Virginia City to the northern limit of historically productive Comstock ground. The newly acquired ground encompasses the following historical Comstock Lode mines -- Consolidated Virginia, California, Ophir, Mexican, Union, Sierra Nevada and Utah. Two of those, the Consolidated Virginia and California, hosted the most productive mining ground in the history of the 19th-century American West, the Comstock's legendary Big Bonanza. First discovered on the 1,100-foot level of the Consolidated Virginia in 1872 and developed and extracted over the next 10 years, the Big Bonanza produced 1,131,900 tonnes of ore at a calculated average assay grade of 87.4 grams per tonne gold and 1,834 g/t silver (Hudson, D.M., 2003). The orebody measured only about 1,000 feet on strike, up to 340 feet in width and about 600 feet in depth.
By the early 1880s the Consolidated Virginia was widely considered exhausted. It was not. In 1886, the mine discovered a second bonanza which, on its own, was the third most valuable orebody produced on the Comstock, after the Big Bonanza and the Crown Point-Belcher bonanza. Beginning around 1900, a series of smaller, high-grade orebodies were discovered trailing northward and downward from the 1,800-foot level of the Consolidated California and Virginia. These orebodies extended through the Ophir, Mexican and Union claims, and kept the deep levels of the north end of the district in production until 1920.
Mackay's historical research has recently uncovered detailed maps of these bonanzas, which the company intends to use to guide future exploration targeting. In addition, the same research efforts provided the first hints at the existence of gold and silver deposits in the upper levels of the north end mines similar to the historical "reserve bodies" that United Comstock Mines and Merger Mines developed and partially exploited in the 1920s in the Gold Hill section of the lode. Confirming that evidence will require substantial further work, which Mackay intends to advance as part of its continuing exploration programs.
Terms of the purchase agreement
The company's wholly owned U.S. subsidiary, Mackay Precious Metals Inc., a Delaware corporation (the purchaser), has entered into a property purchase agreement effective as of Sept. 9, 2026 (the effective date) with Consolidated Virginia Mining Company and Marshall Earth Resources Inc., each a Nevada corporation, and Hugh Roy Marshall, pursuant to which the purchaser will acquire all of the seller's right, title and interest in and to the property. The property consists of 39 patented mining claims and certain additional fee lands in Storey county, Nevada, 27 unpatented mining claims in Storey county, Nevada, and two unpatented mining claims in Lyon county, Nevada, totalling approximately 392 hectares, and is directly contiguous with Mackay's existing land package.
Aggregate purchase price
In consideration for the property, the purchaser will:
- Make a $2-million (U.S.) cash payment to the seller on the closing date (as defined below);
- Issue to the seller or its designee 934,575 common shares of Mackay having an aggregate value of $2-million (U.S.) based on the volume-weighted average trading price for the 20 trading days immediately prior to the effective date;
- Make a $2.3-million (U.S.) cash payment to the seller on the first anniversary of the closing date;
- Consent to the seller's reservation of the NSR (net smelter returns) royalty described below.
The anniversary payment will be secured by a deed of trust recorded against the property in Storey county and Lyon county, Nevada, to be reconveyed and terminated upon payment in full. Any portion of the anniversary payment not paid when due will bear interest at 6 per cent per annum.
NSR royalty
On closing, the seller will reserve a 2.0-per-cent net smelter returns royalty on the property. The NSR royalty will not apply to any portion of the property that is subject to an existing royalty as at the effective date. The purchaser may repurchase one-half of the NSR royalty, being an undivided 1.0-per-cent royalty interest, at any time for $2-million (U.S.), and will hold a right of first refusal in respect of the remaining 1.0-per-cent royalty interest.
Share trading restrictions
The consideration shares will be subject to a hold period expiring four months and one day following the date of issuance, in accordance with applicable securities laws. The consideration shares may not be transferred prior to the date that is four months and one day after the date of issuance. For a further period of 15 months following expiry of that hold period, the seller may not dispose of consideration shares without first delivering written notice to the purchaser, following which the purchaser will then have 15 business days to elect to purchase those shares, or to designate a purchaser, on terms no less favourable than those set out in the notice, and if the purchaser does not make such election the seller may dispose of the consideration shares within 30 days. The seller is also restricted from disposing of common shares of Mackay through the TSX Venture Exchange or any other public trading platform in any amount exceeding 10 per cent of the average daily trading volume of the Mackay common shares on that platform over the preceding 20 trading days.
Closing
Completion of the transaction is subject to the approval of the exchange, including approval of the issuance of the consideration shares, and to the satisfaction or waiver of the closing conditions set out in the agreement. Closing will take place on the fifth business day following satisfaction or waiver of those conditions, or on such other date as the parties may agree in writing. Either party may terminate the agreement if any of the closing conditions have not been satisfied or waived by Nov. 30, 2026, provided that the purchaser may extend that date by up to three months (or such other period as agreed between the parties) by making a non-refundable cash payment of $300,000 (U.S.) to the seller, which amount is creditable against the anniversary payment.
No finder's fee or commission is payable in connection with the transaction. The transaction is an arm's-length transaction and does not constitute a non-arm's-length party transaction under the policies of the exchange.
Qualified person
The scientific and technical information contained in this news release has been reviewed and approved by Darwin Green, chief executive officer and director of the company, and a qualified person under National Instrument 43-101. Mr. Green is not independent of the company. Mr. Green has not verified the historical data pertaining to the property disclosed in this press release, including the historical production estimates, as such data is historical in nature and the original data is not readily available to the company.
About Mackay Gold & Silver Corp.
Mackay Gold & Silver is a Nevada-focused gold and silver exploration company with 100-per-cent control of a large, consolidated land package in one of America's richest, most productive and oldest mining districts. With an estimated 8.2 million ounces of historical gold production and 192 million ounces of silver produced between 1859 and 1926 from so called "bonanza orebodies" that averaged 35 g/t gold and 726 g/t silver, the Comstock district is recognized as one of America's highest-grade epithermal systems and an attractive setting for modern discovery. Led by an experienced team with a strong record of discovery, development and value creation, Mackay is well financed and committed to delivering shareholder value through disciplined exploration and responsible resource development.
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