Drummond Ventures, Toro arrange $60M (U.S.) financing

Executive Summary

• Drummum Ventures Corp. and Toro Silver Corp. announced a non‑brokered private placement of up to 42,857,142 subscription receipts at US $1.40 each, targeting gross proceeds of up to US $60 million to fund exploration on Toro’s Comstock property and general working capital.
• The financing is being conducted concurrently with the proposed business combination (qualifying transaction) between Drummum and Toro; conditional exchange approval has been received.
• Upon completion, Drummum will be renamed Mackay Gold & Silver Corp., trade under “MACK”, and its board/management will be reconstituted with five named directors and new CEO/CFO.

Key Details

• Financing Structure: Non‑brokered private placement of up to 42,857,142 subscription receipts (both Toro and Drummum receipts) at US $1.40 per receipt.
• Gross Proceeds: Up to US $60 million; size may be increased or decreased at the companies’ discretion.
• Use of Proceeds:
• Mineral exploration expenditures on Toro’s Comstock mining property (Nevada)
• Exploration salaries and consulting fees
• Mineral property holding costs
• General working capital
• Potential finder’s fees payable in cash or securities
• Escrow Arrangement: Proceeds held by a subscription receipt agent; released upon satisfaction of escrow release conditions tied to the completion of the business combination. If conditions are not met within 90 days (or extended period), receipts cancel and funds return to subscribers.
• Conversion Mechanics:
• Toro subscription receipts convert to one Toro common share, which will be exchanged for one post‑consolidation Drummum share at closing.
• Drummum subscription receipts convert to one resulting issuer share, subject to a four‑month hold period under securities law.
• Qualifying Transaction: Conditional exchange approval obtained; transaction qualifies under TSX‑V Policy 2.4 for capital pool companies.
• Post‑Transaction Identity: Drummum will be renamed Mackay Gold & Silver Corp. and will trade on the TSX‑V under ticker MACK.
• Board & Management of Resulting Issuer:
• Directors: Darwin Green, Jeffrey Pontius, Ron Ho, Michael Gray, Ronald Largent
• CEO: Darwin Green
• CFO/Corporate Secretary: Aris Morfopoulos
• Financial Summary (Toro Silver): Summarized audited financials for FY ended June 20 2025 & 2024 and unaudited interim statements to Dec 31 2025 are referenced; full details will be filed on Drummum’s SEDAR+ profile.
• Regulatory Conditions: Completion subject to shareholder approval, regulatory/exchange approvals, filing of a prospectus/information circular, final exchange listing approval, and satisfaction of escrow conditions.

Notable Quotes

(No direct quotes were provided in the release.)