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

Silver Hammer Mining (CSE: HAMR) will acquire 100% of Stroud Resources Ltd. (TSXV: SDR) and SilverMark Resources through three-cornered amalgamations, creating a new entity to be renamed “Silver Frontier Mining Corp.” Stroud shareholders will receive 0.777963 shares of the resulting issuer for each Stroud share held, following a 1-for-4 Silver Hammer consolidation. Based on Stroud’s 63.6M shares outstanding, Stroud holders will own about 46.1% of the pro-forma fully diluted entity, which comprises 49.5M shares, before the concurrent financing.

A brokered private placement of C$7M–C$10M, led by Eric Sprott, will fund exploration and working capital. The combined company will hold the advanced-stage Santo Domingo silver-gold project, which contains 25.7 moz AgEq M&I, plus assets in the U.S. and Morocco. The deal requires shareholder and regulatory approvals and is expected to close in Q4 2026.

Stroud Resources Ltd. (SDR) is undergoing a full takeover that creates a larger, multi-asset explorer with an advanced resource, significantly altering the company’s risk profile. The transaction includes a cornerstone investment from Eric Sprott, marking the first time this vehicle has participated in such a deal. This financing addresses Stroud’s acute capital shortage, resolving a going-concern threat that had previously left the company needing external funds to continue operations beyond 2026.

The exchange ratio is fixed, and consideration is provided entirely in shares of the new parent company, with no cash alternative. Because Silver Hammer’s share price is not included in the release, the implied valuation and premium cannot be determined at this time. The market will price the new entity once trading begins. Key value drivers for the transaction include Sprott’s participation as a cornerstone investor, the combination of a large resource with other exploration assets, and sufficient funding for near-term work programs.

The deal remains conditional on shareholder votes, regulatory approval, and a C$7M minimum financing. If any of these conditions fail, Stroud would return to its precarious standalone position with minimal cash and no clear path to advance the Santo Domingo project. For Stroud shareholders, the news represents a transformative exit from a financially stressed junior explorer.

Stroud Resources Ltd. is an exploration-stage company whose principal asset is the Santo Domingo silver-gold project in the Hostotipaquillo region of Jalisco, Mexico. The project hosts an NI 43-101 mineral resource (2017 technical report) with Measured & Indicated resources of approximately 25.74 moz AgEq at 134.91 g/t AgEq and Inferred resources of 13.39 moz AgEq at 119.56 g/t AgEq. The deposit has potential for open-pit mining, with mineralized widths up to 85 metres. Stroud also holds a minor oil and gas interest in Alberta that provided minimal revenue (C$6,807 in Q1 2026). The company has no current production from Santo Domingo and has not completed a feasibility study.