Mr. Peter Ball of Silver Hammer reports
SILVER HAMMER AND STROUD SHAREHOLDERS OVERWHELMINGLY APPROVE THE AMALGAMATION OF SILVER HAMMER, STROUD AND SILVERMARK, AND ANNOUNCE RESULTS OF ANNUAL AND SPECIAL MEETINGS
At the annual and special meetings of Silver Hammer Mining Corp. and Stroud Resources Ltd., shareholders overwhelmingly approved the proposed amalgamations of Silver Hammer, Stroud and SilverMark Resources Inc. to form Silver Frontier Resources Corp.
"We are very pleased with the strong support from Silver Hammer and Stroud shareholders for the proposed transactions," commented Peter A. Ball, president and chief executive officer 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 is described in detail in Silver Hammer's management information circular dated Aug. 28, 2026, and Stroud's management information circular dated Aug. 28, 2026, both of which are available on SEDAR+.
A total of 43,864,154 common shares were represented at the Silver Hammer meeting, representing approximately 31.35 per cent 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, Mr. Ball was re-elected as a director with 99.50 per cent for, Alnesh Mohan received 99.35 per cent for, Donald J. Birak received 99.36 per cent for and Michael Willett received 99.36 per cent for.
The resolution approving the amalgamations received 96.88 per cent for. Shareholders also approved the contingent value share resolution with 96.76 per cent 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 per cent for, the appointment of Manning Elliott LLP as the company's auditor was approved with 98.89 per cent for and the company's 2026 omnibus equity incentive compensation plan was approved with 93.99 per cent for.
Conditional upon completion of the amalgamations, Silver Hammer shareholders approved fixing the number of resulting issuer directors at six with 97.85 per cent for, and approved the resulting issuer board, with Mr. Ball receiving 99.35 per cent for, Mr. Kennedy 99.31 per cent for, Dr. Scott Jobin-Bevans 99.20 per cent for, Conor O'Brien 99.32 per cent for, Mr. Birak 99.29 per cent for, and Mr. Willett 99.15 per cent for.
A total of 43,923,830 Stroud common shares were represented by proxy at the Stroud meeting, representing approximately 69.037 per cent of the 63,623,199 Stroud common shares issued and outstanding as at the close of business on Aug. 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 per cent for, Mr. Kennedy received 99.999 per cent for, Dr. Jobin-Bevans received 99.352 per cent for and Mr. O'Brien received 99.998 per cent for. Shareholders also reappointed McGovern Hurley LLP, chartered professional accountants, as auditor of Stroud for the ensuing year with 99.999 per cent for.
The special resolution approving the amalgamation of Stroud with a wholly owned subsidiary of Silver Hammer was approved with 99.999 per cent of the votes cast for (43,923,378 votes) and 0.001 per cent against (452 votes). The Stroud amalgamation resolution also required minority approval under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Excluding the votes attached to the 37,573,443 Stroud common shares beneficially owned, or over which control or direction is exercised, by Dr. 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 per cent of the votes cast for (6,349,935 votes) and 0.007 per cent against (452 votes). Each matter voted on at the Stroud meeting was approved by more than 99 per cent 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 toward 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 Aug. 26, 2026).
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 (exploration licences).
About Stroud Resources Ltd.
Stroud 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.
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