Silver Hammer and Stroud Resources Announce up to C$10 Million Brokered Financing in Connection with Silver Frontier Transaction

Vancouver, British Columbia--(Newsfile Corp. - August 26, 2026) - Silver Hammer Mining Corp. (CSE: HAMR), (the "Company" or "Silver Hammer") and Stroud Resources Ltd. (TSXV: SDR) ("Stroud") are pleased to announce that, in connection with the previously announced business combination transaction (the "Transaction") involving Silver Hammer, Stroud and SilverMark Resources Inc. ("SilverMark"), as described in the Company's news release dated July 20, 2026, the parties intend to conduct a brokered private placement (the "Offering") of subscription receipts of SilverMark (the "Subscription Receipts") at a price of C$0.26 per Subscription Receipt (the "Offering Price") for minimum gross proceeds of C$7,000,000 and maximum gross proceeds of C$10,000,000. The Offering will be led by Red Cloud Securities Inc. (the "Lead Agent"), acting as lead agent and sole bookrunner on behalf of a syndicate of agents (collectively, the "Agents"). The Resulting Issuer Shares (as defined below) issued upon conversion of the Subscription Receipts issued pursuant to the Offering are expected to be freely tradeable upon completion of the Transaction in accordance with applicable securities laws. The Offering is expected to include the participation of Eric Sprott, the cornerstone shareholder of the Resulting Issuer (as defined below) following completion of the Transaction. The Transaction As previously announced, Silver Hammer has entered into definitive business combination agreements dated July 17, 2026 with each of Stroud and SilverMark, pursuant to which Silver Hammer will acquire all of the issued and outstanding shares of each of Stroud and SilverMark by way of three-cornered amalgamations (the "Stroud Amalgamation" and the "SilverMark Amalgamation", respectively, and together, the "Amalgamations"). 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, under the new name "Silver Frontier Resources Corp." 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 common shares of Stroud (the "Stroud Shares") will be delisted from the TSX Venture Exchange (the "TSXV"). For further details regarding the Transaction, please refer to the Company's news release dated July 20, 2026, available on SEDAR+ at www.sedarplus.ca. 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 share numbers in this news release are presented on a post-Consolidation basis, unless otherwise indicated. The Offering The Offering will consist of a minimum of 26,923,077 Subscription Receipts and a maximum of 38,461,538 Subscription Receipts, with each Subscription Receipt representing the right to receive one post-Consolidation Resulting Issuer Share and one full warrant of the Resulting Issuer (a "Resulting Issuer Warrant"). The Subscription Receipts will be sold at the Offering Price for minimum gross proceeds of C$7,000,000 and maximum gross proceeds of C$10,000,000. Upon the satisfaction of certain escrow release conditions (the "Escrow Release Conditions"), including the satisfaction or waiver of all conditions to the completion of the Amalgamations, the Subscription Receipts will be converted, for no additional consideration, into units of SilverMark (each, a "Unit"), each comprising one Class A common share of SilverMark (a "Class A Common Share") and one Class A Common Share purchase warrant of SilverMark (a "Warrant"). Upon completion of the SilverMark Amalgamation, the Class A Common Shares and Warrants underlying the Units will be exchanged for post-Consolidation Resulting Issuer Shares and Resulting Issuer Warrants pursuant to the SilverMark Amalgamation. On conversion of the Subscription Receipts the holders of Subscription Receipts will receive such number of Units that will result in them receiving one Resulting Issuer Share and one Resulting Issuer Warrant in the SilverMark Amalgamation for each Subscription Receipt. Each Resulting Issuer Warrant will entitle the holder thereof to purchase one Resulting Issuer Share at a price of C$0.38 for a period of 36 months from the Closing Date (as defined herein), subject to adjustment in certain circumstances. SilverMark has granted the Agents an option (the "Agents' Option"), exercisable in full or in part up to 48 hours prior to the closing of the Offering, to sell up to an additional 7,692,308 Subscription Receipts at the Offering Price for additional gross proceeds of up to C$2,000,000. The gross proceeds of the Offering, net of reasonable out-of-pocket expenses incurred by the Agents (such net amount, the "Escrowed Funds"), will be delivered to and held by a Canadian trust company or other escrow agent acceptable to SilverMark, Silver Hammer and the Lead Agent (the "Subscription Receipt Agent"), in an interest-bearing account, pending the satisfaction or waiver, as applicable, of the Escrow Release Conditions. Upon satisfaction of the Escrow Release Conditions (the "Release Date"), the Escrowed Funds (including interest thereon) will be released to SilverMark, net of any amounts payable to the Agents in accordance with the terms described below. If the Escrow Release Conditions are not satisfied or waived on or before October 31, 2026 (or such other date as may be agreed upon by SilverMark, Silver Hammer and the Agents), or if SilverMark advises the Lead Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions, the Subscription Receipt Agent will return to holders of Subscription Receipts an amount equal to the aggregate Offering Price of the Subscription Receipts held by them and their pro rata portion of any interest earned thereon, and the Subscription Receipts will be cancelled. SilverMark has agreed to pay the Agents: (a) a cash commission equal to 7.0% of the gross proceeds raised from the sale of Subscription Receipts (including any Subscription Receipts issued upon exercise of the Agents' Option), of which 50% will be payable on the Closing Date and the remaining 50% will be payable on the Release Date; and (b) such number of broker warrants of SilverMark (the "Broker Warrants") as is equal to 7.0% of the aggregate number of Subscription Receipts sold under the Offering (including any Subscription Receipts issued upon exercise of the Agents' Option), to be issued on the Release Date. Each Broker Warrant will be exercisable to acquire one Class A Common Share at an exercise price equal to the Offering Price for a period of 24 months from the Release Date. Upon completion of the SilverMark Amalgamation, the Broker Warrants will be exchanged for warrants of the Resulting Issuer on the same terms and conditions, pursuant to the Transaction. The net proceeds of the Offering will be used to fund the exploration and advancement of the Resulting Issuer's silver project portfolio and for working capital and general corporate purposes. The Offering is expected to close on or around October 15, 2026 (the "Closing Date"), or on such other date as may be agreed upon by SilverMark, Silver Hammer and the Lead Agent, subject to receipt of all necessary regulatory and shareholder approvals, including the approval of the CSE, the acceptance of the TSXV and the approval of Stroud shareholders. 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 in Idaho; the Eliza Silver Project and the Silverton Silver Mine Project in Nevada. Silver Hammer also holds an option to acquire a 100% interest in the Fahey Group Property in the Silver Belt portion of the Coeur d'Alene Mining District, Idaho. Upon completion of the Amalgamations, Silver Hammer's portfolio will expand to include the advanced Santo Domingo Silver-Gold Project in Jalisco State, Mexico, and an indirect interest in the multiple Moroccan projects that include the Akka Mine Silver and Polymetallic Project and Mining/Exploitation Licences and Research Permits (exploration licenses). 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: Andrew Gillin VP Corporate Development & Investor Relations C: 416.846.3581 E: [email protected] 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 completion of the Offering for minimum gross proceeds; the expected closing date of the Offering; the terms of the Subscription Receipts, including the conversion of Subscription Receipts into Units upon satisfaction of the Escrow Release Conditions; the exchange of Class A Common Shares and Warrants underlying the Units for Resulting Issuer Shares and warrants of the Resulting Issuer upon completion of the SilverMark Amalgamation; the terms and exercisability of the Broker Warrants; the anticipated use of proceeds from the Offering; the expected participation of Eric Sprott; the listing of the Resulting Issuer Shares on the CSE and the delisting of the Stroud Shares from the TSXV; and receipt of all necessary regulatory and shareholder approvals, including the approval of the CSE and the acceptance of the TSXV. 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; that the Offering will be completed for minimum gross proceeds on the terms described herein; that the Escrow Release Conditions will be satisfied in a timely manner; that the Resulting Issuer Shares will be listed and posted for trading on the CSE; 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 contemplated herein. 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 Offering on the terms contemplated or at all; the failure to satisfy the Escrow Release Conditions prior to the applicable deadline; 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 public filings of each of Silver Hammer and Stroud 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 information. Although each of Silver Hammer and Stroud 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, each of Silver Hammer and Stroud disclaims any intention and assumes no obligation to update or revise any forward-looking information 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 buy any securities in the United States. The securities 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 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 nor the 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. 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/311670