Mr. Mirsad Jakubovic reports

STROUD RESOURCES LTD. ANNOUNCES CONVERSION OF DEBENTURE

Stroud Resources Ltd. has provided an update on the maturity of its convertible debenture issued on May 29, 2023. On maturity the issuer was satisfied through the issuance of six million units.

The company has converted a debenture in the amount of $600,000 with the issuance of six million units. Each unit comprises one common share and one common share purchase warrant, with each warrant exercisable into one common share at a price of 10 cents for a period of three years from closing.

Eric Sprott, through 2176423 Ontario Ltd., a corporation that is beneficially owned by him, acquired the units following conversion of this debenture. Prior to the conversion, Mr. Sprott beneficially owned 25,277,777 common shares representing approximately 49.0 per cent of the outstanding common shares on a non-diluted basis. As a result of the conversion of the debenture and consistent with 2176423 Ontario's early warning report dated May 30, 2023, Mr. Sprott beneficially owns 31,277,777 common shares and six million warrants of the company representing approximately 54.3 per cent of the outstanding common shares on an undiluted basis and 58.6 per cent assuming exercise of such warrants.

The participation by 2176423 Ontario constitutes a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Section 5.5(b) and Section 5.7(1)(b) of MI 61-101, respectively, on the basis that the company is not listed on the specified markets and the fair market value of the securities does not exceed $2.5-million.

All securities will be subject to a four-month hold period from the original closing date of May 29, 2023.

Proceeds raised through the issue of units will be used for general working capital purposes.

About Stroud Resources Ltd.

Stroud Resources is a TSX Venture Exchange listed company focused on the exploration and development of its Santo Domingo epithermal silver project in central Mexico.

We seek Safe Harbor.