Mr. Peter Ball reports

SILVER HAMMER AND STROUD RESOURCES ANNOUNCE UP TO C$10 MILLION BROKERED FINANCING IN CONNECTION WITH SILVER FRONTIER TRANSACTION

In connection with the previously announced business combination transaction involving Silver Hammer Mining Corp. (the company), Stroud Resources Ltd. and SilverMark Resources Inc., as described in the company's news release dated July 20, 2026, the parties intend to conduct a brokered private placement of subscription receipts of SilverMark at a price of 26 cents per subscription receipt for minimum gross proceeds of $7-million and maximum gross proceeds of $10-million. The offering will be led by Red Cloud Securities Inc., acting as lead agent and sole bookrunner on behalf of a syndicate of 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 tradable 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. Upon closing of the transaction, 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 will, on a postconsolidation (as defined below) basis, continue to be listed and posted for trading on the Canadian Securities Exchange while the common shares of Stroud will be delisted from the TSX Venture Exchange. For further details regarding the transaction, please refer to the company's news release dated July 20, 2026, available on SEDAR+.

Prior to the effective time of the amalgamations, Silver Hammer will complete a consolidation of all issued and outstanding Silver Hammer common shares on the basis of one postconsolidation share for every four preconsolidation shares. All share numbers in this news release are presented on a postconsolidation 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 postconsolidation resulting issuer share and one full warrant of the resulting issuer. The subscription receipts will be sold at the offering price for minimum gross proceeds of $7-million and maximum gross proceeds of $10-million. Upon the satisfaction of certain 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 comprising one Class A common share of SilverMark and one Class A common share purchase warrant of SilverMark. Upon completion of the SilverMark amalgamation, the Class A common shares and warrants underlying the units will be exchanged for postconsolidation 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 38 cents 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, 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 $2-million.

The gross proceeds of the offering, net of reasonable out-of-pocket expenses incurred by the agents, will be delivered to and held by a Canadian trust company or other escrow agent acceptable to SilverMark, Silver Hammer and the lead 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 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 Oct. 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 per cent of the gross proceeds raised from the sale of subscription receipts (including any subscription receipts issued upon exercise of the agent's option), of which 50 per cent will be payable on the closing date and the remaining 50 per cent will be payable on the release date; and (b) such number of broker warrants of SilverMark as is equal to 7.0 per cent of the aggregate number of subscription receipts sold under the offering (including any subscription receipts issued upon exercise of the agent's 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 finance 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 Oct. 15, 2026, 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 TSX-V and the approval of Stroud shareholders.

About Stroud Resources Ltd.

Stroud 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 is a mineral exploration and development company focused on acquiring, exploring and advancing precious metal projects in the United States. Silver Hammer holds a 100-per-cent 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-per-cent 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. 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.

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