Silver Hammer and Stroud Resources close up to C$10 million brokered financing

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.