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

Key Highlights of the Transaction Include: Expected to transform Silver Hammer into a globally diversified silver exploration and development company by 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 base anchored by the Santo Domingo silver-gold project, with approximately 25.74 million ounces ("Moz") silver equivalent ("AgEq") in Measured & Indicated Mineral Resources and 13.39 Moz AgEq in Inferred Mineral Resources[1]. Concurrent financing of up to C$10 million expected 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 Sprott as the Combined Company's expected largest shareholder. Experienced board and management team with 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 AgEq at 134.91 g/t AgEq in the Measured and Indicated category and 13.39 Moz AgEq at 119.56 g/t AgEq in the Inferred category[2]. 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: To view an enhanced version of this graphic, please visit: https://images.newsfilecorp.com/files/9597/305784_silverhammerimage.jpg 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. In addition, as at the date of the SilverMark Agreement, SilverMark had 833,333 outstanding warrants (the "SilverMark Warrants"), each entitling the holder to acquire one SilverMark Class A common share at a price of $0.12 per share until May 4, 2028. Following the effective time of the SilverMark Amalgamation, the SilverMark Warrants will, in accordance with their terms, be adjusted to give effect to the exchange ratio applicable to the SilverMark Amalgamation, such that the SilverMark Warrants will thereafter be exercisable to acquire up to an aggregate of 288,461 Resulting Issuer Shares at an adjusted exercise price, in each case reflecting the exchange ratio under the SilverMark Amalgamation. Other Material Terms of the Agreements Each of the Stroud Agreement and the SilverMark Agreement contains customary deal-protection provisions, including: (i) mutual non-solicitation covenants on the part of each party, subject to a customary fiduciary out permitting each party to consider and respond to a bona fide unsolicited superior proposal, with the other party having a five (5) business day right to match any such proposal prior to any change of recommendation; (ii) a reciprocal termination fee payable by the party accepting a superior proposal to the other party upon the occurrence of certain triggering events, including a change of recommendation or the entry into an agreement with respect to a superior proposal; and (iii) an outside date of November 30, 2026 after which either party may terminate the applicable agreement if the relevant Amalgamation has not been completed, subject to customary exceptions. In addition, it is a condition to closing of each Amalgamation that holders of not more than 5% of the applicable target's shares validly exercise dissent rights. Brokered Offering and Concurrent Financing In connection with the transactions contemplated by the Stroud Agreement and SilverMark Agreement, the Company has entered into an agreement with Red Cloud Securities Inc. to act as lead agent and sole bookrunner on behalf of a syndicate of agents (the "Agents") in connection with a fully marketed private placement (the "Concurrent Financing") of subscription receipts (the "Subscription Receipts") for minimum gross proceeds of C$7,000,000 and maximum gross proceeds of C$10,000,000. The terms of the Subscription Receipts, including the price per Subscription Receipt (the "Offering Price"), will be determined in the context of the market. The Concurrent Financing is expected to include a lead order from Eric Sprott. The Agents will have an option, exercisable in full or in part up to 48 hours prior to the closing of the Offering, to sell additional Subscription Receipts at the Offering Price for additional gross proceeds of up to C$2,000,000 (the "Over-Allotment Option"). The Company has agreed to pay the Agents a fee comprised of: (a) a cash fee equal to up to 7.0% of the gross proceeds raised from the sale of Subscription Receipts (including Subscription Receipts issued upon exercise of the Over-Allotment Option), and (b) such number of broker warrants (the "Broker Warrants") to acquire that number of post-Consolidation Company Shares as is equal to up to 7.0% of the aggregate number of Subscription Receipts (including Subscription Receipts issued upon exercise of the Over-Allotment Option). Each Broker Warrant will be exercisable at the Offering Price for a period of 24 months following the closing of the Transaction. The net proceeds of the Concurrent Financing will be used to fund advancement of the Combined Company's silver project portfolio and for working capital and general corporate purposes. Conditions to Closing Completion of the Amalgamations is subject to a number of conditions, including, without limitation: (i) approval of the Stroud Amalgamation by Stroud Shareholders at the Stroud Meeting; (ii) approval of the SilverMark Amalgamation by the shareholders of SilverMark; (iii) approval of certain transactions contemplated by the Stroud Agreement and the SilverMark Agreement, including the Stroud Amalgamation, the Consolidation and the creation and authorization of the Contingent Value Shares, by Silver Hammer Shareholders at the Silver Hammer Meeting; (iv) receipt of all necessary regulatory approvals, including the approvals of the CSE and the TSXV; (v) completion of the Consolidation; (vi) completion of the Concurrent Financing for minimum gross proceeds of $7,000,000; (vii) the listing and posting for trading on the CSE of the Resulting Issuer Shares to be issued pursuant to the Amalgamations; and (viii) other customary closing conditions. There can be no assurance that the Amalgamations will be completed as proposed or at all. Subject to the satisfaction of such conditions, the Transaction is expected to close in Q4 2026. Pro Forma Consolidated Share Capital of the Resulting Issuer The following table sets out the expected share capital of the Resulting Issuer on a fully diluted, post-Consolidation, pro forma basis after giving effect to the Amalgamations, excluding the Concurrent Financing (assuming that no holders exercise dissent rights). Holders of Resulting Issuer Securities Number(1) Percentage(1) Shares held by existing Silver Hammer shareholders 34,980,742 32.59% Shares issuable on exercise of Warrants held by existing Silver Hammer warrant holders 14,555,191 13.56% Shares issuable on exercise of options held by existing Silver Hammer option holders 1,526,250 1.42% Shares issued to Stroud Shareholders pursuant to the Stroud Amalgamation 49,496,496 46.12% Shares issuable on exercise of Stroud options (assumed on the Stroud Amalgamation) 898,561 0.84% Shares issued to SilverMark Class A Common Shareholders pursuant to the SilverMark Amalgamation 4,807,692 4.48% Shares issued to SABI-AIM pursuant to the SilverMark Amalgamation 772,423 0.72% Shares issuable on exercise of SilverMark Warrants (assumed on the SilverMark Amalgamation) 288,461 0.27% TOTAL Fully-Diluted Resulting Issuer Shares 107,325,816(2) 100%   Notes: (1) All figures are presented on a post-Consolidation basis. Silver Hammer common shares reflect the 4:1 Consolidation. Stroud and SilverMark common shares reflect the applicable exchange ratios under the Stroud Amalgamation and SilverMark Amalgamation, respectively. (2) In addition, the holders of SilverMark Class B special shares will receive such number of Contingent Value Shares that is equal to $1,575,000 divided by the Concurrent Financing Price, each of which will be convertible into one Resulting Issuer Share upon the satisfaction of the applicable Milestone Conversion Event. Management Team and Board of Directors of Resulting Issuer Upon completion of the Amalgamations, the following persons are expected to serve as directors and officers of the Resulting Issuer. Peter A. Ball will serve as President and Chief Executive Officer of the Resulting Issuer, and Alnesh Mohan is expected to serve as Chief Financial Officer of the Resulting Issuer. Upon closing of the Transaction, Dr. Scott Jobin-Bevans, Interim CEO of Stroud, will continue on as Vice President, Exploration, and Andrew Gillin will remain as Vice President, Corporate Development & Investor Relations. Dr. Jobin-Bevans brings over 30 years in the mineral exploration industry and more than 25 years of direct experience with public and private companies as an officer, director and technical advisor and has been involved with taking numerous private companies public. He is a registered geoscientist with PGO (Ontario), APEGS (Saskatchewan), EGM (Manitoba), and PEGNL (Newfoundland), adjunct Professor in the Department of Geology, Lakehead University, and a certified Project Management Professional (PMP). Dr. Jobin-Bevans has a wide range of exploration experience in most commodities including expertise in magmatic sulphides (Ni-Cu-Co) and PGE (Pt-Pd) mineralization, gold, silver, copper (porphyry) and base metals (VMS). Dr. Jobin-Bevans has an extensive industry and government network and served as President (2010-2012) and a Director (2002-2010) of the Prospectors and Developers Association of Canada (PDAC). In connection with the Transaction, Silver Hammer is pleased to also announce the appointment of Andrew Gillin as Vice President, Corporate Development & Investor Relations, effective immediately. Mr. Gillin is a seasoned investment banking and corporate development professional with over 15 years of experience in the metals and mining sector. Throughout his career, he has advised on more than 25 M&A transactions and over 50 lead financing mandates. Most recently, he served as Director, Investment Banking at Echelon Wealth Partners (now Ventum Financial), where he completed transactions with an aggregate value exceeding C$1.2 billion. Prior to Echelon, Mr. Gillin held senior investment banking roles at Eight Capital, where he was a member of the firm's founding partnership group, and Dundee Capital Markets. Earlier in his career, he worked at Paradigm Capital and also gained international private equity experience at an Abu Dhabi-based asset manager. Mr. Gillin holds a Bachelor of Commerce degree from McGill University and an MBA from the University of Cambridge. The Board of Directors of the Resulting Issuer is expected to be comprised of six (6) members, three (3) of whom will be nominees of Stroud, initially being Dr. Scott Jobin-Bevans, Jeff Kennedy (Chairman) and Conor O'Brien, and three (3) of whom will be nominees of Silver Hammer, being Peter A. Ball, Donald J. Birak, and Michael Willett. Additional biographical information is presented below for each proposed remaining directors and officers of the Resulting Issuer: Mr. Ball (CEO & Director) brings a progressive track record of proven leadership experience covering more than thirty years in the mining and finance sectors. He has demonstrated competencies in the resource industry on an international level, and held various senior management roles with precious and base metals mining companies in mine engineering, corporate finance, securities trading, business development, corporate communications, public relations and marketing functions. Mr. Ball began his career in the late 1980s working as a mining engineer at Sherritt Gordon Mines, Hudson Bay Mining and Smelting and Echo Bay Mines. Commencing in the 1990s, he held various management and senior executive and corporate roles for numerous companies, including Eldorado Gold, RBC Dominion Securities, Adriana Resources, Century Mining, Argentex Mining, Columbus Gold, Redstar Gold, NV Gold, and Noram Lithium. Mr. Ball has led and assisted in raising over $250 million in capital in the resource sector, and is a member of CIMM. Mr. Ball is also an independent director of Big Gold Inc. . Mr. Kennedy (Chairman & Director) served as the Managing Director Equity Capital Markets and Operations at Cormark Securities Inc. With over 30 years of experience, Mr. Kennedy also served as the CFO of Cormark Securities Inc. where he was responsible for financial oversight, controls and governance of operations. He is a Chartered Professional Accountant from the Institute of Chartered Professional Accountants of Ontario and completed his Bachelor of Commerce from McMaster University. Mr. Mohan (CFO) brings over 20 years of experience and is a partner at Quantum Advisory Partners LLP, a professional services firm focused on providing Chief Financial Officer and full-cycle accounting services to private and public companies, since 2005. Alnesh has acquired considerable experience in financial reporting, corporate governance and regulatory compliance. He holds a Bachelor of Business Administration from Simon Fraser University, a Master of Science in Taxation from Golden Gate University and is a Chartered Professional Accountant (CPA, CA). Mr. O'Brien (Director) is a seasoned financial professional in global capital markets. With over 20 years of experience in equities, derivatives, fixed income and credit default swaps, he has consistently demonstrated an ability to navigate complicated financial instruments and environments. Prior to joining the Eric Sprott Family Office he worked for prominent Canadian brokerages GMP Securities and more recently, Paradigm Capital. Previously, he worked in New York for Cantor Fitzgerald in equity derivatives. Mr. Birak (Director) has over 40 years of experience in mineral exploration and operations, including the roles of Senior Vice-President of Exploration with Coeur Mining (2004 to 2013) responsible for global Greenfields and Brownfields exploration, Vice President of Exploration for AngloGold North America (1998 to 2004), Independence Mining Company (1995 to 1998), and Hudson Bay Mining & Smelting Ltd. (1992 to 1995) and Chief Geologist & Exploration Geologist for Freeport-McMoRan Gold Company (1978 to 1991). In 2000, he received the Bill Dennis Prospector of the Year award presented by the PDAC. Mr. Birak has a M. Sc. Geology and has authored and co-authored several professional publications on the geology and metallurgy of sediment-hosted and epithermal precious metal deposits and on the use of geostatistics in resource modeling and grade control. Mr. Willett, P. Eng. (Director) is a seasoned mining executive with 40+ years in mine engineering, development, and operations including senior level project evaluation and advisory roles for project re-starts with various mining companies across North America including Battle North Gold and Hudbay Minerals for 20+ years. Mike has operated at many senior roles including Chief Executive Officer and Vice President, more recently, Mr. Willett held the position of Vice President of Operations and Projects for Battle North Gold and was part of that team which successfully sold the company to Evolution Mining for $343 Million in 2021. Mr. Willett is a graduate of Queens University, with a BSc. in Mining Engineering and a Masters Certificate in Project Management from the Schulich School of Business. In addition, Mr. Ron Burk will remain as Strategic Technical Board Advisor. Mr. Burk is an exploration geologist with over 30 years of experience in the minerals industry, primarily focused on identifying and evaluating exploration properties. He is the former VP Exploration at Centerra Gold and VP Exploration and Chief Geologist at Silver Standard Resources Inc. (now SSR Mining), where he contributed to discoveries that resulted in the definition of a world-class silver resource at the Pitarrilla project in Durango, Mexico and major gold resources forming the Snowfield and Brucejack deposits in Northern BC, Canada. Prior to joining Silver Standard in 2004, Ron had worked since 1989 as an exploration geologist for Teck Resources Ltd. and its predecessors, focused on target generation and property evaluations in the Americas. Additional Information Related to the Business Combination Agreement The Silver Hammer Shares will continue to be listed and posted for trading on the CSE, and the Stroud Shares will continue to be listed and posted for trading on the TSXV, in each case in the ordinary course pending completion of the Amalgamations. Additional details regarding the Amalgamations, the Consolidation, the Concurrent Financing and related matters will be provided in subsequent news releases and in the information circulars to be prepared and mailed to Silver Hammer Shareholders and Stroud Shareholders in connection with the Silver Hammer Meeting and the Stroud Meeting, respectively. Silver Hammer Shareholders and Stroud Shareholders are urged to read the applicable information circular and any related documents carefully and in their entirety when available, as they will contain important information concerning the Amalgamations and related matters. Copies of the information circulars and other relevant documents will be filed on SEDAR+ at www.sedarplus.ca under the respective profiles of Silver Hammer and Stroud. U.S. Securities Law Matters The securities to be issued pursuant to the Amalgamations have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. The securities to be issued to Stroud Shareholders in connection with the Stroud Amalgamation are anticipated to be issued in reliance upon the exemption from registration provided by Rule 802 under the U.S. Securities Act, as well as applicable exemptions under state securities laws. The securities to be issued in connection with the SilverMark Amalgamation and the Concurrent Financing are anticipated to be issued in reliance upon available exemptions from registration pursuant to Section 4(a)(2) of the U.S. Securities Act and/or Rule 506(b) of Regulation D thereunder, and applicable exemptions under state securities laws. Securities issued in reliance on such exemptions may be "restricted securities" as defined under Rule 144(a)(3) of the U.S. Securities Act and may bear the appropriate restrictive legend. Technical Disclosure and Qualified Persons The scientific and technical information contained in this news release with respect to Stroud Resources Ltd. has been reviewed and approved by Dr. Scott Jobin-Bevans, P.Geo., Interim CEO for Stroud Resources, and QP as defined in NI 43-101. Investor Relations Agreement Silver Hammer also announces that it has entered into a digital marketing and investor relations agreement with Danayi Capital Corp. ("Danayi"), subject to the acceptance of the Canadian Securities Exchange. Under the terms of the agreement, Danayi has been engaged to provide investor relations and digital marketing services designed to increase awareness of the company among investors and the broader investment community. Services will include the dissemination of publicly available information through digital advertising channels, including native advertising, push notification campaigns, search engine marketing and directing prospective investors to a dedicated landing page hosted and managed by Danayi. Danayi may also assist the company in developing and implementing broader digital marketing initiatives. The agreement has a 6-month term commencing on July 15, 2026. The Company will pay Danayi a fee of US$75,000.00 with no stock options or other securities being granted as compensation under the agreement. Danayi Capital Corp. (danayi.co) is a British Columbia corporation with offices located at 500 - 800 West Pender Street, Vancouver, British Columbia, Canada and can be reached at 604-767-2983 or [email protected]. To the knowledge of the company, Danayi and its principals are arm's length to Silver Hammer Mining Corp. and currently do not own any securities of the company, nor do they have any right or intent to acquire such securities, except as may be acquired through normal market transactions. About Stroud Resources Ltd. Stroud Resources Ltd. is a Canadian public company listed on the TSX Venture Exchange, trading under the symbol "SDR". Stroud's mission is to create shareholder value through the exploration and development of its Santo Domingo silver-gold project located in Jalisco, Mexico. About Silver Hammer Mining Corp. Silver Hammer Mining Corp. is a mineral exploration and development company focused on acquiring, exploring and advancing precious metals projects in the United States. Silver Hammer holds a 100% interest in three exploration-stage silver properties: the Silver Strand Project, located in the Silver Valley Mining District of Kootenai County, Idaho; the Eliza Silver Project, located in White Pine County, Nevada; and the Silverton Silver Mine Project, located in Nye County, Nevada. Silver Hammer also holds an option to acquire a 100% interest in the Fahey Group Property, comprising 18 unpatented lode mining claims in the Silver Belt portion of the Coeur d'Alene Mining District, Shoshone County, Idaho. Upon completion of the Amalgamations, Silver Hammer's portfolio will expand to include the Santo Domingo silver-gold property in Jalisco, Mexico, and an indirect interest in the Akka Mine silver and polymetallic project and multiple exploration leases and mineral projects in Morocco. The Company is led by a technical and management team with extensive global experience in exploration, permitting, capital markets and development of mining projects. Silver Hammer's primary focus is to explore, define and advance silver projects near past-producing mines, with additional exposure to gold. On Behalf of the Board of Silver Hammer Mining Corp. Peter A. Ball President & CEO, Director E: [email protected] On Behalf of the Board of Stroud Resources Ltd. Dr. Scott Jobin-Bevans Interim CEO, Director E: [email protected] For investor relations inquiries, contact: Peter A. Ball President & CEO C: 778.344.4653 E: [email protected] Andrew Gillin VP Corporate Development & Investor Relations C: 416.846.3581 E: [email protected] Forward-Looking Information This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements relating to: the proposed completion of the Amalgamations, including the Stroud Amalgamation and the SilverMark Amalgamation; the Consolidation; the exchange ratios applicable to the Stroud Shares and SilverMark Class A common shares; the treatment of outstanding Stroud stock options; the treatment of the SilverMark Warrants following the effective time of the SilverMark Amalgamation; the listing of the Resulting Issuer Shares on the CSE and the delisting of the Stroud Shares from the TSXV; the anticipated composition of the board of directors and management of the Resulting Issuer; the plans and business objectives of the Resulting Issuer; the completion of the Concurrent Financing for minimum gross proceeds; receipt of Stroud Shareholder, SilverMark shareholder and Silver Hammer Shareholder approvals; the ratification of Silver Hammer's stock option plan by Silver Hammer Shareholders; the creation and authorization of the Contingent Value Shares; the achievement of Milestone Conversion Events in respect of the Moroccan Assets; the Resulting Issuer's ability to satisfy its earn-in obligations under the SABI-AIM Option Agreements; receipt of all necessary corporate and regulatory approvals for the Amalgamations, including the approvals of the TSXV and the CSE; and the anticipated benefits of the Amalgamations. Forward-looking information is based on certain assumptions, including, without limitation: that all conditions to closing of the Amalgamations will be satisfied or waived in a timely manner; that all required shareholder, regulatory and third-party approvals will be obtained, including the ratification of Silver Hammer's stock option plan by Silver Hammer Shareholders; that the Concurrent Financing will be completed for minimum gross proceeds; that the Resulting Issuer Shares will be listed and posted for trading on the CSE; that the proposed directors and officers of the Resulting Issuer will be willing and able to serve in such capacities; that the Resulting Issuer will be able to satisfy its earn-in obligations under the SABI-AIM Option Agreements; that general economic and market conditions will not materially deteriorate; and that applicable laws and regulations will not change in a manner that would adversely affect the transactions. Forward-looking information is subject to significant risks and uncertainties, including, without limitation: the failure to obtain required shareholder, regulatory or third-party approvals; the failure to satisfy other conditions to closing of the Amalgamations; the inability to complete the Concurrent Financing on the terms contemplated or at all; risks inherent in the mining industry, including risks relating to exploration, development and operating activities; fluctuations in commodity prices, particularly silver and gold; changes in general economic conditions and financial markets; political and regulatory risks in the jurisdictions in which the Resulting Issuer will operate, including Mexico and Morocco; currency exchange rate fluctuations; the ability to retain key personnel; and other risks described in the Company's public filings available on SEDAR+ at www.sedarplus.ca. Because of these risks and uncertainties, actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements. Although the Company believes that the assumptions underlying the forward-looking information are reasonable, no assurance can be given that such assumptions or expectations will prove to be correct. The forward-looking information contained in this press release is made as of the date hereof. Except as required by applicable securities legislation, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in business strategy or otherwise. This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. Neither the Canadian Securities Exchange or TSX Venture Exchange accepts responsibility for the adequacy or accuracy of this release. The Canadian Securities Exchange and the TSX Venture Exchange have neither approved nor disapproved the contents of this press release. [1] Please see mineral resource table below for information on the calculation of silver equivalent (AuEq) ounces. [2] Please see mineral resource table below for information on the calculation of silver equivalent (AuEq) ounces. NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES To view the source version of this press release, please visit https://www.newsfilecorp.com/release/305784