Silver Hammer Mining Finalizes Acquisition of Stroud Resources and SilverMark, Welcomes Eric Sprott as Major Investor

Strategic Dual Acquisition Forms Global Silver Exploration Leader

Silver Hammer’s acquisition approach involves two coordinated three-cornered amalgamations effective July 17, 2026. The first acquisition is Stroud Resources, a TSXV-listed company owning 100% of the Santo Domingo silver-gold property in Jalisco, Mexico. The second acquisition is SilverMark Resources, a private entity holding earn-in rights to a substantial portfolio of mineral assets in Morocco, including the former Akka Polymetallic Mine.

Under the Stroud Agreement, each of the 63,623,199 outstanding Stroud Shares will be exchanged for approximately 0.777963 Resulting Issuer Shares, resulting in about 49,496,496 Resulting Issuer Shares post-consolidation. Additionally, 1,155,000 Stroud stock options have been amended to convert into up to 898,561 Resulting Issuer Shares upon exercise, subject to Silver Hammer shareholder ratification. This transaction expands Silver Hammer’s holdings beyond its U.S. silver assets in Idaho and Nevada to include Mexican and Moroccan operations.

Santo Domingo Project Anchors Robust Resource Base

The Santo Domingo property, located within the Western Silver-Gold Belt in Jalisco, Mexico, serves as the cornerstone asset of the combined company. Stroud holds an effective 100% interest through its Mexican subsidiary, Compaa Minera San Diego y La Espanola S.A. de C.V. The project’s mineral resource estimate, detailed in a National Instrument 43-101 technical report dated November 17, 2017, establishes a significant resource base for development and exploration.

The estimate reports approximately 25.74 million ounces silver equivalent in Measured and Indicated Mineral Resources at 134.91 grams per tonne silver equivalent, and 13.39 million ounces silver equivalent in Inferred Mineral Resources at 119.56 grams per tonne silver equivalent. Prepared by Derek McBride Geological and Management Services Ltd., a Qualified Person under NI 43-101, the report used a 45 grams per tonne silver equivalent cut-off grade and a gold-to-silver ratio of 72:1, based on gold priced at US$1,260 per ounce and silver at US$17.50 per ounce. It applied a specific gravity of 2.65 and mineralization continuity established through drilling on 50-metre centres. The report notes anticipated recoveries of 80–95% with no metallurgical studies completed to date.

Moroccan Portfolio Offers Significant Exploration Potential

The SilverMark acquisition provides the Combined Company with earn-in rights up to 75% interest in an extensive portfolio of Moroccan mineral assets via option and joint venture agreements with SABI-AIM Minerals. The assets include the past-producing Akka Mine, Group A and Group B mining concessions, and licensed stockpile areas. The portfolio encompasses all legal titles, permits, technical data, surface rights, and equipment.

Through a three-cornered amalgamation, the company will acquire all issued SilverMark shares. Each of the 13,888,889 SilverMark Class A common shares will convert to approximately 0.346154 Resulting Issuer Shares, totaling about 4,807,692 Resulting Issuer Shares post-consolidation. The Combined Company also gains rights to earn 75% of an operating permitted processing facility within 12 months of signing.

Contingent Value Shares Linked to Moroccan Milestones

Outstanding SilverMark Class B special shares will convert into Contingent Value Shares valued at C$1,575,000 divided by the financing price. These shares convert into Resulting Issuer Shares upon achieving milestones related to Moroccan Assets, including earning a 75% interest in Akka Mine, Group A or B Properties, or Stockpile Properties, and publication of qualifying mineral resource estimates within 60 months of amalgamation.

Contingent Value Shares are non-transferable, carry no voting rights, and do not grant dividend entitlements. They lack voluntary conversion rights, and any unconverted shares after deadlines may be redeemed and cancelled without compensation. Additionally, 833,333 SilverMark Warrants exercisable at C$0.12 per share until May 4, 2028, will adjust to allow exercise for up to 288,461 Resulting Issuer Shares at an adjusted price reflecting the exchange ratio.

Concurrent Financing Expected to Surpass C$10 Million

Silver Hammer appointed Red Cloud Securities Inc. as lead agent and sole bookrunner for a fully marketed private placement of subscription receipts. The financing aims for minimum gross proceeds of C$7 million and a maximum of C$10 million, with pricing subject to market conditions. Eric Sprott is expected to lead the financing, becoming the Combined Company’s largest and cornerstone shareholder upon closing.

Agents will receive up to a 7% cash fee on gross proceeds. An over-allotment option allows sale of additional subscription receipts up to C$2 million within 48 hours before closing. Post-transaction, the Combined Company anticipates a pro forma cash position exceeding C$10 million, supporting exploration and development initiatives.

Share Consolidation and Capital Structure

Before the amalgamations take effect, Silver Hammer will consolidate its common shares on a 1-for-4 basis. All Resulting Issuer Share figures are post-consolidation. This consolidation aims to streamline the share structure and attract institutional investors.

Following closing, Resulting Issuer Shares will continue trading on the Canadian Securities Exchange under the new ticker symbol representing Silver Frontier Mining Corp. Stroud’s shares will be delisted from the TSXV post-amalgamation. The combined entity will operate as a single reporting issuer under Canadian securities laws.

Experienced Leadership Team Guides Growth

Peter A. Ball, President & CEO of Silver Hammer, emphasized the transaction as a key step toward building a globally focused, advanced-stage silver exploration company. The Combined Company’s board and management bring extensive expertise in capital markets, exploration, mine development, and value creation.

Scott Jobin-Bevans, Interim CEO of Stroud, is expected to join as Vice President, Exploration, collaborating with Ball to execute the global exploration strategy. This appointment ensures continuity and integration of Stroud’s advanced silver assets with Silver Hammer’s portfolio. Ball and Jobin-Bevans have a longstanding professional relationship, enhancing operational synergy.

Shareholder Approvals and Voting Commitments

The Stroud Amalgamation requires approval from Stroud shareholders at an annual general and special meeting, adhering to Ontario’s Business Corporations Act, TSXV rules, and applicable laws. Approval of the Stroud and SilverMark Amalgamations, share consolidation, creation of Contingent Value Shares, amendments to Silver Hammer’s articles, and stock option plan ratification require Silver Hammer shareholder approval at a separate meeting. Meeting dates will be announced in due course.

Both Silver Hammer and Stroud boards unanimously approved the agreements and transaction. Voting support agreements have been secured from all Stroud directors, officers, and shareholders holding over 10% of shares. Similar agreements were made with Silver Hammer’s board, officers, and major shareholders to support the transaction. SilverMark shareholder approval will be obtained via written consent within 21 days of the agreement date.

Transaction Timeline and Closing Conditions

The SilverMark Amalgamation is expected to precede or coincide with the Stroud Amalgamation. Separate Silver Hammer shareholder approval is not required for SilverMark Amalgamation itself but is needed for Contingent Value Shares authorization. Both agreements include standard deal-protection clauses, mutual non-solicitation covenants with fiduciary exceptions, and five-business-day matching rights before recommendation changes.

A reciprocal termination fee applies if a party accepts a superior proposal after triggering events such as recommendation changes or agreements. The outside closing date for both amalgamations is November 30, 2026; either party may terminate if not completed by then, subject to exceptions. Closing also requires dissent rights exercised by no more than 5% of target shareholders.