VANCOUVER, BC, Feb. 27, 2025 /CNW/ - Drummond Ventures Corp. (TSXV: DVX.P) ("Drummond" or the "Company") and Elton Resources Corp. ("Elton"), a private corporation incorporated under the laws of the Province of British Columbia, are pleased to announce that further to the Company's press releases dated October 16, 2024, November 1, 2024 and November 6, 2024, the Company, Elton and 1230507 B.C. Ltd., a wholly owned subsidiary of the Company, have entered into an amendment agreement (the "Amendment Agreement") to amend the terms of the merger agreement dated October 31, 2024 (the "Merger Agreement").
DRUMMOND VENTURES AND ELTON RESOURCES PROVIDE UPDATE REGARDING QUALIFYING TRANSACTION (CNW Group/Drummond Ventures Corp)
Pursuant to the Amendment Agreement, the outside date for the proposed transaction between Elton and the Company (the "Proposed Transaction") has been extended to April 30, 2025. All other material terms of the Merger Agreement remain unchanged.
The parties continue to work diligently towards the completion of the Proposed Transaction, including Elton's previously announced brokered private placement of subscription receipts (the "Financing").
About 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 – Capital Pool Companies of the TSX Venture Exchange (the "Exchange")) listed on the Exchange. Drummond has no commercial operations and no assets other than cash.
About Elton Resources Corp.
Elton is a mining exploration company focused on the exploration and development of the Darnley Bay project in the Northwest Territories, Canada. For more information, please visit www.eltonresources.com.
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.
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 the Company 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 news 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 the Company and Elton 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: expectations regarding the mineral exploration activities of the resulting issuer from the Proposed Transaction (the "Resulting Issuer"), expectations regarding whether the Proposed Transaction and/or the Financing will be completed on the terms proposed or at all, including whether conditions to the completion of the Proposed Transaction and/or the Financing will be satisfied, or the timing for completing the Proposed Transaction and/or the Financing.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect management of the Company and Elton'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 the Company and Elton 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 complete the Proposed Transaction; the ability to complete the Financing; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the completion of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or completion of the Proposed Transaction 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; compliance with extensive government regulation; dilution caused by the Financing as well as any future financings that may be undertaken by Drummond, Elton and the Resulting Issuer including the resulting dilutive effect to current and/or future securityholders; 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 Elton and the Resulting Issuer, 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 the Company and Elton have 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, Elton and the Resulting Issuer do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
