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Mackay Gold & Silver Completes Qualifying Transaction and Concurrent US$60 Million Financing

Maxis Law represented Mackay with a team that included Morgan Hay, Sean Hawkins and Elan Hannah.

On April 17, 2026, Mackay Gold & Silver Corp. (formerly, Drummond Ventures Corp.) (“Mackay”) completed its business combination (the “Transaction”) with Toro Silver Corp. (“Toro”). Under the Transaction, Mackay acquired all of the issued and outstanding securities of Toro by way of a three-cornered amalgamation in accordance with the terms and conditions of the amalgamation agreement dated December 30, 2025, as amended, between Mackay, Toro and 1230507 B.C. Ltd. The Transaction constituted Mackay’s “Qualifying Transaction”, as such term is defined in Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Exchange”). Mackay commenced trading of its common shares on the Exchange as a Tier 2 mining issuer on April 24, 2026 under the new trading symbol “MACK”.

Immediately prior to the completion of the Transaction, Mackay changed its name to “Mackay Gold & Silver Corp.” and consolidated its common shares (the “Consolidation”) on the basis of three pre-Consolidation common shares for each one post-Consolidation common share (a “Mackay Share”).

On April 1, 2026, Mackay and Toro completed a non-brokered private placement 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 “Concurrent Financing”). The Concurrent Financing consisted in the issuance of 41,253,756 Subscription Receipts of Toro (each, a “Toro Subscription Receipt”) and 1,803,000 Subscription Receipts of Mackay (each, a “Drummond Subscription Receipt”), at the same issue price. Each Toro Subscription Receipt was converted into one common share of Toro, and immediately exchanged for one Mackay Share on completion of the Transaction. Each Drummond Subscription Receipt was converted into one Mackay Share on completion of the Transaction. The gross proceeds of the Concurrent Financing less certain deductions were released from escrow to Mackay concurrently with the completion of the Transaction.

Mackay is a Nevada-focused gold and silver exploration company with 100% control of a consolidated land package in the Comstock district in Nevada.

Further details regarding the Transaction, the Concurrent Financing and Mackay can be found on Mackay’s website.