Silver Hammer Mining Corp press release

Silver Hammer Announces Acquisitions of Stroud Resources and Silvermark Resources and Brokered Financing; Eric Sprott to Become Cornerstone Shareholder

2026-07-20

CSE - Canadian National Stock Exchange · Silver · Gold · Lead · Zinc · Antimony · Arsenic · Copper · Iron · Canada · M&A / Asset Transactions

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Key Highlights of the Transaction Include:

Expected to transform Silver Hammer into a globally diversified silver exploration and development companyby adding an advanced-stage pipeline of silver assets in Mexico and a highly prospective exploration portfolio in Morocco to its existing U.S. silver assets. Creates a significant silver resource baseanchored by the Santo Domingo silver-gold project, with approximately 25.74 million ounces ("Moz") silver equivalent ("AgEq") in Measured & Indicated Mineral Resourcesand 13.39 Moz AgEq in Inferred Mineral Resources1. Concurrent financing of up to C$10 millionexpected to fund exploration, resource growth and project advancement across the Combined Company's portfolio. Expected to create a strong balance sheet and enhanced capital markets profile, supported by a pro forma cash position in excess of C$10 million, a larger market capitalization, and a tighter share structure, positioning the Combined Company to attract increased investor interest and improve trading liquidity. Backed by renowned mining investor Eric Sprottas the Combined Company's expected largest shareholder. Experienced board and management teamwith proven expertise in capital markets, exploration, mine development and value creation to execute the Combined Company's long-term growth strategy.

Vancouver, British Columbia--(Newsfile Corp. - July 20, 2026) - Silver Hammer Mining Corp. (CSE: HAMR) (the "Company" or "Silver Hammer") and Stroud Resources Ltd.(TSXV: SDR)("Stroud") are pleased to announce that they have entered into a definitive arm's length business combination agreement dated July 17, 2026 (the "Stroud Agreement") with 1001629888 Ontario Inc. ("Subco"), a wholly-owned Ontario subsidiary of the Company, and Stroud Resources Ltd., a mineral exploration company incorporated under the laws of Ontario and listed on the TSX Venture Exchange (the "TSXV"), pursuant to which the Company will acquire all of the issued and outstanding common shares of Stroud by way of a three-cornered amalgamation under the _Business Corporations Act_(Ontario) (the "Stroud Amalgamation"). Stroud holds an effective 100% interest in the Santo Domingo silver-gold property located in the Western Silver-Gold Belt in Jalisco, Mexico.

Concurrently, the Company has also entered into a definitive business combination agreement dated July 17, 2026 (the "SilverMark Agreement") with 18076421 Canada Inc. ("Subco II"), a wholly-owned subsidiary of the Company existing under the laws of Canada, and SilverMark Resources Inc. ("SilverMark"), a private corporation existing under the laws of Canada, pursuant to which the Company will acquire all of the issued and outstanding shares of SilverMark by way of a three-cornered amalgamation under the _Canada Business Corporations Act_(together with the Stroud Amalgamation, the "Amalgamations", and collectively with all other transactions contemplated hereby, the "Transaction"). SilverMark holds the right to earn up to a 75% interest in a large portfolio of mineral assets located in Morocco, including the past-producing Akka Polymetallic Mine and related mineral properties. Upon closing of the Transaction, the resulting issuer (the "Resulting Issuer") will continue to carry on the business of Silver Hammer, as expanded to include the mineral assets of Stroud and SilverMark (as defined below), under the new name "Silver Frontier Mining Corp." (the "Combined Company").

Prior to the effective time of the Amalgamations, Silver Hammer will complete a consolidation (the "Consolidation") of all issued and outstanding Silver Hammer common shares on the basis of one (1) post-Consolidation share for each four (4) pre-Consolidation shares. All Resulting Issuer Share numbers in this news release are presented on a post-Consolidation basis.

Peter A. Ball, President & Chief Executive Officer of Silver Hammer, commented,_"The acquisition of Stroud and SilverMark is a step toward our shared vision of building a globally focused, advanced-stage silver exploration company. By expanding our presence in the sector, we expect to enhance access to capital, increase our market visibility, and create long-term value for shareholders. The Transaction is expected to add a portfolio of high-quality advanced assets, a strong resource base with an anticipated significant exploration upside, and broaden our exposure to premier mining jurisdictions, including Mexico and Morocco. Combined with an experienced board and management team and a deep pipeline of silver projects, we believe we are well positioned to become a leading silver exploration company and to pursue enhanced shareholder value in what we expect to be a strong silver bull market. I would like to welcome Mr. Eric Sprott, who, upon closing of the Transaction, is expected to become the largest and cornerstone shareholder of the Combined Company, and I appreciate his support of the Transaction. In addition, I am excited to have Dr. Scott Jobin-Bevans remain as our VP Exploration to drive our global exploration plan and vision."_

Scott Jobin-Bevans, Interim Chief Executive Officer of Stroud, added,_"This transaction represents a compelling opportunity for Stroud shareholders to participate in the creation of a larger, stronger, and more diversified silver exploration company. Joining the Combined Company as Vice President, Exploration, and working alongside Mr. Ball, whom I have known for many years, represents an exciting opportunity to build on the strong foundation established at Stroud. By combining Stroud's advanced silver assets with Silver Hammer's portfolio, we expect to assemble a diversified pipeline of high-quality exploration and development projects spanning premier mining jurisdictions in Mexico, the United States, and the highly prospective mineral rich regions of Morocco. This broader portfolio is expected to provide multiple opportunities to create value through disciplined exploration and technical excellence. I look forward to working alongside the new board and management team to unlock the full potential of these assets and help build a leading silver exploration company that is expected to deliver long-term value for shareholders."_

Transaction Highlights and Strategic Rationale

Creation of a Globally Diversified Silver Exploration and Development Company:The Transaction is expected to combine the advanced Santo Domingo silver project in Mexico with drill-ready, high-grade brownfield silver assets in Idaho and Nevada, alongside a prospective portfolio of exploration projects in Morocco with access to mineral processing infrastructure. Establishes a Significant Resource Base for Growth:The acquisition of the advanced Santo Domingo project is expected to add a substantial silver resource to the Combined Company, comprising approximately 25.74 Moz AgEqat 134.91 g/t AgEqin the Measured and Indicated category and 13.39 Moz AgEqat 119.56 g/t AgEqin the Inferred category2. The project also offers significant exploration upside and resource expansion potential. Compelling Re-Rating Opportunity:Upon completion of the Transaction, with a strong portfolio of high-quality silver assets and a clear strategy focused on exploration success, resource growth, and strategic acquisitions, the Combined Company believes it would be well positioned for a potential valuation re-rating relative to its peer group. On a pro forma basis, the Combined Company is estimated to be valued in the lower range of enterprise value per AgEq oz range compared to its peers or comparable silver exploration and development companies. Enhanced Capital Markets Profile and Financial Strength:The Transaction is expected to create a larger, more diversified company with operations across three premier mining jurisdictions-Mexico, the United States, and Morocco-enhancing its appeal to institutional investors seeking exposure to high-quality silver opportunities. The Combined Company is expected to benefit from a larger market cap, the support of its largest shareholder, Mr. Eric Sprott, a tighter share structure, and an estimated pro forma cash position exceeding C$10 million, providing the financial flexibility to advance multiple near-term exploration and development catalysts.

Stroud Amalgamation Overview

Pursuant to the Stroud Agreement, the Company will acquire all the issued and outstanding common shares of Stroud (the "Stroud Shares") by way of a three-cornered amalgamation under the _Business Corporations Act _(Ontario), pursuant to which Subco and Stroud will amalgamate. Upon completion of the Stroud Amalgamation, Stroud will continue as the surviving amalgamated corporation under the name "Stroud Resources Ltd." as a wholly-owned subsidiary of the Resulting Issuer.

The common shares of the Resulting Issuer (the "Resulting Issuer Shares") will, on a post-Consolidation (as defined below) basis, continue to be listed and posted for trading on the Canadian Securities Exchange (the "CSE"), while the Stroud Shares will be delisted from the TSXV.

Pursuant to the Stroud Agreement, each of the existing 63,623,199 issued and outstanding Stroud Shares (other than Stroud Shares held by Stroud shareholders who validly exercise dissent rights) will be cancelled and exchanged for Resulting Issuer Shares at a ratio of 0.777963 Resulting Issuer Shares per Stroud Share (the "Stroud Exchange Ratio"), resulting in the issuance of approximately 49,496,496 Resulting Issuer Shares (on a post-Consolidation basis). No fractional Resulting Issuer Shares will be issued; any fractional entitlements will be rounded down to the nearest whole number.

In addition, each of the 1,155,000 outstanding Stroud stock options have been amended such that, effective on the effective date of the Stroud Amalgamation, the obligation to issue Stroud Shares on exercise will be replaced with an obligation to issue Resulting Issuer Shares, with the number of Resulting Issuer Shares issuable on exercise and the applicable exercise price adjusted in accordance with the Stroud Exchange Ratio, on the same economic terms and conditions, resulting in up to 898,561 Resulting Issuer Shares being issuable upon exercise of such amended options (on a post-Consolidation basis), subject to Silver Hammer's stock option plan being ratified by Silver Hammer Shareholders at the Silver Hammer Meeting.

Stroud holds an effective 100% interest in the Santo Domingo silver-gold property ("Santo Domingo") located in the Western Silver-Gold Belt in Jalisco, Mexico, through its subsidiary Compañia Minera San Diego y La Espanola S.A. de C.V. (the "Mexican Subsidiary"). A technical report prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects, titled "NI 43-101 Technical Report on the Santo Domingo Silver-Gold Project (1)" and dated November 17, 2017, has been filed in respect of the Santo Domingo property. See below Mineral Resource Estimate:

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National Instrument 43-101 Technical Report on the Santo Domingo Project

Cut-off grade was 45 grams per tonne silver equivalent over a three-metre true width and a gold-silver ratio of 72:1 ($1260 Gold and $17.50 Silver). The Resource shows 100% recovery. The reader should be aware that only 80-95% recovery would be anticipated and no metallurgy studies have been completed to date on the project. Continuity of mineralization was established by drilling on 50 metre centres, and using a specific gravity of 2.65. $1260 Gold and $17.50 Silver prices were used. The Technical Report has an effective date of November 17, 2017, meets the guidelines and form as set out in National Instrument 43-101 - Standards of Disclosure for Mineral Projects and the CIM standards, and was prepared for Stroud by Derek McBride Geological and Management Services Ltd., a Qualified Person as defined under the NI 43-101 reporting requirements. The Mineral Resource Estimation is contained in a report entitled "NI 43-101 Technical Report on the Santo Domingo Silver-Gold Project, Hostotipaquillo Area, Jalisco State, Mexico" dated November 17, 2017, which may be found under Stroud's profile at www.sedarplus.ca. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the estimated Mineral Resources will be converted into Mineral Reserves. The Estimate may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues. The Mineral Resources were estimated in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM"), CIM Definition Standards for Mineral Resources and Reserves, prepared by the CIM Standing Committee on Reserve Definitions and adopted by the CIM Council on May 19, 2014. To the best of Silver Hammer's knowledge, information and belief, there is no new material scientific or technical information that would make the disclosure of the mineral resource inaccurate of misleading.

Shareholder Approval Requirements

The Stroud Amalgamation is subject to approval by the holders of Stroud Shares (the "Stroud Shareholders") at an annual general and special meeting of Stroud Shareholders (the "Stroud Meeting") to be held in accordance with the _Business Corporations Act _(Ontario), the rules of the TSXV and all applicable laws. The transactions contemplated by the Stroud Agreement and the SilverMark Agreement, including the Stroud Amalgamation, the Consolidation, the creation and authorization of the Contingent Value Shares (as defined below) and any necessary amendments to Silver Hammer's articles in connection therewith, and the ratification of Silver Hammer's stock option plan, are also subject to approval by the shareholders of Silver Hammer ("Silver Hammer Shareholders") at an annual general and special meeting of Silver Hammer Shareholders (the "Silver Hammer Meeting"). The dates of the Stroud Meeting and the Silver Hammer Meeting will be announced in due course.

In connection with the Stroud Meeting, Stroud will prepare and distribute an information circular to Stroud Shareholders containing additional information regarding the Stroud Amalgamation. In connection with the Silver Hammer Meeting, Silver Hammer will prepare and distribute an information circular to Silver Hammer Shareholders containing additional information regarding, among other things, the Stroud Amalgamation, the SilverMark Amalgamation (as defined below), the Consolidation, the creation and authorization of the Contingent Value Shares and the ratification of Silver Hammer's stock option plan.

Board of Directors' Recommendation and Voting Support

The Stroud Agreement, the SilverMark Agreement and the Transaction have been unanimously approved by the boards of directors of each of Silver Hammer and Stroud.

In connection with the execution of the Stroud Agreement, Silver Hammer has received voting support agreements from each member of the board of directors of Stroud, each officer of Stroud, and each Stroud Shareholder holding, directly or indirectly, more than 10% of the Stroud Shares, pursuant to which such persons have agreed, among other things, to vote their Stroud Shares in favour of the Stroud Amalgamation at the Stroud Meeting. Concurrently, voting support agreements were entered into between Stroud and each member of the Silver Hammer board of directors, each officer of Silver Hammer, and each Silver Hammer Shareholder holding, directly or indirectly, more than 10% of the common shares of Silver Hammer (the "Silver Hammer Shares"), pursuant to which such persons have agreed, among other things, to vote their Silver Hammer Shares in favour of the Stroud Amalgamation and the other matters to be considered at the Silver Hammer Meeting.

The SilverMark Amalgamation (as defined below) is subject to approval by the shareholders of SilverMark by way of written consent resolution in accordance with the _Canada Business Corporations Act _("CBCA"), to be obtained within 21 days of the date of the SilverMark Agreement (as defined below).

SilverMark Amalgamation

As described above, in connection with the Stroud Amalgamation, the Company has entered into the SilverMark Agreement with Subco II and SilverMark. SilverMark is party to a series of option and joint venture agreements (the "SABI-AIM Option Agreements") with SABI-AIM Minerals ("SABI-AIM"), a corporation organized under the laws of Morocco, pursuant to which SilverMark has the right to earn up to a 75% interest in a large portfolio of mineral assets located in Morocco (the "Moroccan Assets"), including: (i) the past-producing Akka Mine and related mineral properties; (ii) a diverse and large group of additional mining concessions and permits (the "Group A Properties" and "Group B Properties"); and (iii) certain stockpile areas under license to SABI-AIM (the "Stockpile Properties"). The Moroccan Assets include all legal title to the mineral concessions and land, permits, technical, engineering and geological data, surface rights and all equipment thereon. The right to also earn 75% of an existing and operating permitted processing facility exists within 12 months of signing the agreement.

Pursuant to the SilverMark Agreement, the Company will acquire all of the issued and outstanding shares of SilverMark by way of a three-cornered amalgamation under the CBCA, pursuant to which Subco II and SilverMark will amalgamate. Upon completion of the SilverMark Amalgamation, SilverMark will continue as the surviving amalgamated corporation under the name "SilverMark Resources Inc." as a wholly-owned subsidiary of the Resulting Issuer, and the Resulting Issuer will assume all of SilverMark's obligations under the SABI-AIM Option Agreements and acquire SilverMark's rights to earn into the Moroccan Assets. The SilverMark Amalgamation is expected to occur prior to or concurrently with the Stroud Amalgamation. The SilverMark Amalgamation is not expected to require approval from Silver Hammer Shareholders; however, Silver Hammer Shareholders are required to approve the creation and authorization of the Contingent Value Shares (as defined below) at the Silver Hammer Meeting.

Upon completion of the SilverMark Amalgamation, each of the 13,888,889 issued and outstanding SilverMark Class A common shares (other than shares held by SilverMark shareholders who validly exercise dissent rights) will be cancelled and exchanged for Resulting Issuer Shares at a ratio of 0.346154 of one Resulting Issuer Share per SilverMark Class A common share, resulting in the issuance of approximately 4,807,692 Resulting Issuer Shares (on a post-Consolidation basis).

The outstanding SilverMark Class B special shares (other than shares held by SilverMark shareholders who validly exercise dissent rights) will be cancelled and exchanged for such number of contingent value shares of the Resulting Issuer (the "Contingent Value Shares") that is equal to $1,575,000 divided by the Concurrent Financing Price (as defined below). The creation of the Contingent Value Shares is subject to approval by Silver Hammer Shareholders at the Silver Hammer Meeting. Each Contingent Value Share will be convertible into one (1) Resulting Issuer Share upon the achievement of specified project milestones relating to the Moroccan Assets (each, a "Milestone Conversion Event"). Milestone Conversion Events will include: (i) the acquisition of a 75% interest (or the maximum earn-in available) in the Akka Mine, the Group A Properties, the Group B Properties or the Stockpile Properties under the SABI-AIM Option Agreements; and (ii) the publication of qualifying mineral resource estimates in respect of the Moroccan Assets within 60 months of the effective date of the SilverMark Amalgamation. Contingent Value Shares will not be transferable, will carry no voting rights and will not entitle holders to dividends. There is no right of voluntary conversion. Any Contingent Value Shares that remain unconverted following the applicable milestone deadline may be redeemed and cancelled by the Resulting Issuer without compensation.