Silver Hammer and Stroud Shareholders Overwhelmingly Approve the Amalgamation of Silver Hammer, Stroud and SilverMark, and Announce Results of Annual and Special Meetings

Shareholder approval clears a voting hurdle, but the proposed combination has not yet closed.

Rhea-AI Summary

Silver Hammer Mining (HAMRF) and Stroud Resources shareholders approved proposed amalgamations with SilverMark Resources to form Silver Frontier Resources. Silver Hammer's amalgamation resolution received 96.88% of votes cast in favor, while its contingent value share resolution received 96.76%. Stroud's resolution to amalgamate with a wholly owned Silver Hammer subsidiary received 99.999% in favor and passed a separate minority vote with 99.993% in favor.

Silver Hammer shareholders also approved a 2026 equity incentive compensation plan and, conditional on completion, a six-member board for the resulting issuer. The amalgamations remain subject to other closing conditions, including completion of a previously announced brokered subscription receipt financing. If completed, the combination would add the Santo Domingo silver-gold project in Mexico and an indirect interest in projects in Morocco to Silver Hammer's portfolio.

Positive

• Silver Hammer's amalgamation resolution passed with 96.88% of votes cast in favor.
• Stroud's amalgamation resolution passed with 99.999% of votes cast in favor.
• Stroud's minority approval passed with 99.993% of eligible votes cast in favor.
• Contingent value share resolution passed with 96.76% of Silver Hammer votes cast in favor.
• Santo Domingo and Moroccan project interests would join Silver Hammer's portfolio if the amalgamations close.

Negative

• Closing remains conditional on completing the brokered subscription receipt financing and other conditions.

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Vancouver, British Columbia--(Newsfile Corp. - September 28, 2026) - Silver Hammer Mining Corp. (CSE: HAMR) (OTCQB: HAMRF) (FSE: 7BW0) (the "Company" or "Silver Hammer") and Stroud Resources Ltd. (TSXV: SDR) ("Stroud") are pleased to announce that at the annual and special meetings of Silver Hammer and Stroud (together, the "Meetings"), shareholders overwhelmingly approved the proposed amalgamations (the "Amalgamations") of Silver Hammer, Stroud, and SilverMark Resources Inc. ("SilverMark") to form Silver Frontier Resources Corp. ("Silver Frontier").

"We are very pleased with the strong support from Silver Hammer and Stroud shareholders for the proposed transactions," commented Peter A. Ball, President & CEO of Silver Hammer. "The overwhelming support for these transactions is an important endorsement of the strategic direction we are taking and the opportunity to build a larger, more diversified and well-capitalized silver company. We believe the combination of Silver Hammer, Stroud and SilverMark creates a compelling platform with a strong portfolio of silver assets, an experienced team and significant opportunities for growth."

"We thank our shareholders for the strong support for this transaction," noted Jeff Kennedy, Chairman of the Board of Stroud Resources and incoming Chairman of Silver Frontier. "Bringing together Silver Hammer, Stroud and SilverMark creates a stronger platform to advance the Santo Domingo Project and gives our shareholders exposure to a broader portfolio of silver assets. We look forward to working with the Silver Hammer team to advance the combined company's projects."

Voting Results

Each of the matters voted on at the meeting are described in detail in Silver Hammer's Management Information Circular dated August 28, 2026 (the "Silver Hammer Circular"), and Stroud's Management Information Circular dated August 28, 2026 (the "Stroud Circular"), both of which are available on SEDAR+ at www.sedarplus.ca.

A total of 43,864,154 common shares were represented at the Silver Hammer meeting, representing approximately 31.35% of the Company's issued and outstanding shares as of the record date.

The Company's directors received exceptionally strong shareholder support. Of the votes cast, Peter A. Ball was re-elected as a director with 99.50% FOR, Alnesh Mohan received 99.35% FOR, Donald J. Birak received 99.36% FOR, and Michael Willett received 99.36% FOR.

The resolution approving the Amalgamations received 96.88% FOR. Shareholders also approved the Contingent Value Share Resolution with 96.76% FOR, demonstrating strong support for the proposed transactions and their related consideration structure.

Shareholders also strongly supported the Company's governance matters. The resolution to set the number of directors at four was approved with 97.90% FOR, the appointment of Manning Elliott LLP as the Company's auditor was approved with 98.89% FOR, and the Company's 2026 Omnibus Equity Incentive Compensation Plan was approved with 93.99% FOR.

Conditional upon completion of the Amalgamations, Silver Hammer shareholders approved fixing the number of resulting issuer directors at six with 97.85% FOR, and approved the resulting issuer board, with Peter A. Ball receiving 99.35% FOR, Jeff Kennedy 99.31% FOR, Dr. Scott Jobin-Bevans 99.20% FOR, Conor O'Brien 99.32% FOR, Donald J. Birak 99.29% FOR, and Michael Willett 99.15% FOR.

A total of 43,923,830 Stroud common shares were represented by proxy at the Stroud meeting, representing approximately 69.037% of the 63,623,199 Stroud common shares issued and outstanding as at the close of business on August 25, 2026, the record date for the Stroud meeting.

Stroud shareholders elected each of the four nominees proposed by management as directors of Stroud. Mirsad Jakubovic received 99.351% FOR, William J. (Jeff) Kennedy received 99.999% FOR, Dr. Scott Jobin-Bevans received 99.352% FOR, and Conor O'Brien received 99.998% FOR. Shareholders also re-appointed McGovern Hurley LLP, Chartered Professional Accountants, as auditor of Stroud for the ensuing year with 99.999% FOR.

The special resolution approving the amalgamation of Stroud with a wholly-owned subsidiary of Silver Hammer (the "Stroud Amalgamation Resolution") was approved with 99.999% of the votes cast FOR (43,923,378 votes) and 0.001% AGAINST (452 votes). The Stroud Amalgamation Resolution also required "minority approval" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Excluding the votes attached to the 37,573,443 Stroud common shares beneficially owned, or over which control or direction is exercised, by Dr. Scott Jobin-Bevans, 2176423 Ontario Ltd. and other persons required to be excluded under MI 61-101, the Stroud Amalgamation Resolution was approved on a majority-of-the-minority basis with 99.993% of the votes cast FOR (6,349,935 votes) and 0.007% AGAINST (452 votes). Each matter voted on at the Stroud meeting was approved by more than 99% of the votes cast, demonstrating strong support from Stroud shareholders for the transaction.

The receipt of shareholder approvals for both Silver Hammer and Stroud marks an important step towards completion of the Amalgamations. The Amalgamations remain subject to certain other conditions of closing, including, among other things, the completion of the previously announced brokered subscription receipt financing (see Silver Hammer news release dated August 26, 2026).

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 licences).

About Stroud Resources Ltd.

Stroud Resources Ltd. (TSXV: SDR) is a Canadian mineral exploration company whose mission is to create shareholder value through the exploration and development of its Santo Domingo silver-gold project located in Jalisco, Mexico.

On Behalf of the Board of Silver Hammer Mining Corp.
Peter A. Ball
President & CEO, Director
E: peter@silverhammermining.com

On Behalf of the Board of Stroud Resources Ltd.
Dr. Scott Jobin-Bevans
Interim CEO, Director
E: scott.jb@caraclecreek.com

For Investor Relations inquiries, contact:
Andrew Gillin
VP Corporate Development & Investor Relations
C: 416.846.3581
E: andrew@silverhammermining.com

Forward-Looking Information

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information in this press release includes, without limitation, statements relating to the completion and timing of the Amalgamations, the business and assets of Silver Frontier following completion, exploration activities, plans, strategies, and other statements, which are subject to a number of conditions, as described elsewhere in this news release. These statements are based upon assumptions that are subject to significant risks and uncertainties, including the risk that the Amalgamations are not completed as proposed or at all, risks regarding the mining industry, commodity prices, market conditions, general economic factors, management's ability to manage and to operate the business, and explore and develop the projects of the Company, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of the Company may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. Except as required by law, 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 factors affecting such forward-looking statements 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 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.

The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release. The Canadian Securities Exchange has neither approved nor disapproved the contents of this press release.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/316372

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did Stroud's minority shareholders vote on the Silver Hammer amalgamation?

Stroud's amalgamation resolution passed the required minority vote with 99.993% in favor, representing 6,349,935 votes, and 0.007% against, representing 452 votes. The count excluded votes attached to 37,573,443 Stroud shares held or controlled by specified holders and others required to be excluded under the minority-approval rules.