Drummond Ventures signs RTO deal with Toro Silver as QT

Executive Summary

• Drummond Ventures Corp. and Toro Silver Corp. have entered into a definitive amalgamation agreement for a reverse‑take‑over that will qualify as a “qualifying transaction” under TSX Venture Exchange Policy 2.4.
• The deal is contingent on a concurrent $20 million U.S. financing by Toro (via subscription receipts) and is expected to close by 31 March 2026, after which the combined entity will be renamed Mackay Gold & Silver Corp. and list as a Tier‑2 mining issuer.
• Upon completion, Toro shareholders will own a majority of the post‑transaction Drummond shares; Drummond’s board and management will be reconstituted with Toro nominees, and Drummond will undergo a 1:3 share consolidation.

Key Details

• Amalgamation Structure: Three‑cornered amalgamation between Toro, Drummond, and AcquisitionCo (a wholly owned subsidiary of Drummond).
• Financing Condition: Toro to raise US$20 million through subscription receipts; price per receipt to be disclosed later.
• Closing Timeline: Target closing date 31 Mar 2026, subject to customary conditions (regulatory approvals, financing completion, board reconstitution, etc.).
• Share Consolidation: Drummond will consolidate its shares on a 1:3 basis → 1,708,333 post‑consolidation shares outstanding. All existing Drummond incentive stock options will be consolidated accordingly.
• Exchange Listing: Resulting issuer to list on TSX Venture as a Tier‑2 mining company under a new ticker symbol.
• Name Change: Post‑transaction, Drummond intends to rename itself Mackay Gold & Silver Corp. (or another name selected by Toro).
• Ownership Structure: Toro shareholders will receive one post‑consolidation Drummond share for each Toro share held; approximately 35.3 million Toro shares will be exchanged for an equal number of resulting issuer shares.
• Option Holdings: Toro has 2,675,000 outstanding incentive stock options, each exercisable for one resulting issuer share after the transaction.
• Board & Management: Resulting board to consist of five directors nominated by Toro; management to be reconstituted with Toro nominees (details forthcoming).
• Sponsorship Waiver: Drummond will apply for a waiver from the TSX Venture sponsorship requirement; no assurance such waiver will be granted.
• Trading Halt: Drummond’s common shares are currently halted pending filing of required documentation and exchange approval.

Notable Quotes

• “The proposed transaction represents a significant step toward creating a fully funded, exploration‑focused mining company with a premier Nevada land package,” – Darwin Green, President & CEO of Toro (qualified person).