UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:
| Securities Act Rule 801 (Rights Offering) |
[ ] |
| Securities Act Rule 802 (Exchange Offer) |
[X] |
| Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) |
[ ] |
| Exchange Act Rule 14d-1(c) (Third Party Tender Offer) |
[ ] |
| Exchange Act Rule 14e-2(d) (Subject Company Response) |
[ ] |
Stroud Resources Ltd.
(Name of Subject Company)
N/A
(Translation of Subject Company's Name into English (if applicable))
Ontario, Canada
(Jurisdiction of Subject Company's Incorporation or Organization)
Silver Hammer Mining Corp.
(Name of Person(s) Furnishing Form)
Common Shares
(Title of Class of Subject Securities)
863443305
(CUSIP Number of Class of Securities (if applicable))
Stroud Resources Ltd.
1090 Don Mills Rd., Suite 404
Toronto, ON
Canada M3C 5R6
Attention: Mirsad Jakubovic, Chief Financial Officer
Tel: +1 (416) 888-8731
(Name, Address (including zip code) and Telephone Number (including area code) of
Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)
N/A
(Date Tender Offer/Rights Offering Commenced)
PART I - INFORMATION SENT TO SECURITY HOLDERS
| Item 1. |
Home Jurisdiction Documents |
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| Exhibit 99.1 |
Notice of Annual and Special Meeting and Management Information Circular ("Information Circular") for Annual and Special Meeting of Shareholders of Stroud Resources Ltd. to be held on September 28, 2026 |
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| Exhibit 99.2 |
Form of Proxy |
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| Exhibit 99.3 |
Letter of Transmittal |
The Exhibits to this Form CB shall be deemed to be "furnished" and shall not be deemed to be "filed" with the United States Securities Exchange Commission.
| Item 2. |
Informational Legends |
The informational legend required by Rule 802(b) under the Securities Act of 1933, as amended, is included in the Information Circular.
PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS
Not Applicable.
PART III - CONSENT TO SERVICE OF PROCESS
Concurrently with the furnishing of this Form CB, Silver Hammer Mining Corp. is filing a Form F-X with the United States Securities and Exchange Commission, appointing an agent for service of process in connection with the transaction to which this Form CB relates.
Any change in the name or address of the agent for service of process shall be promptly communicated to the Securities and Exchange Commission by an amendment to the Form F-X.
PART IV - SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Silver Hammer Mining Corp. |
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By: |
/s/ Peter A. Ball |
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Name: |
Peter A. Ball |
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Title: |
Chief Executive Officer and Director |
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Date: |
September 1, 2026 |
EXHIBIT INDEX
| Exhibit |
Description |
| |
|
| 99.1 |
Notice of Annual and Special Meeting and Management Information Circular for Annual and Special Meeting of Shareholders of Stroud Resources Ltd. to be held on September 28, 2026 |
| |
|
| 99.2 |
Form of Proxy |
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|
| 99.3 |
Letter of Transmittal |