Announcement • 2h
Silver Hammer Mining Corp. (CNSX:HAMR) entered into a definitive arm's length business combination agreement to acquire Stroud Resources Ltd. (TSXV:SDR) for CAD 3 million.
Silver Hammer Mining Corp. (CNSX:HAMR) entered into a definitive arm's length business combination agreement to acquire Stroud Resources Ltd. (TSXV:SDR) for CAD 3 million on July 17, 2026. In related transaction, Silver Hammer Mining Corp. entered into a definitive agreement to acquire SilverMark Resources Inc. on July 17, 2026. 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 (as defined below), under the new name 'Silver Frontier Mining Corp.' (the 'Combined Company'). Pursuant to the Stroud Agreement, each of the existing 63,623,199 issued and outstanding Stroud Shares (other than Stroud Shares held by Stroud shareholders who validly exercise dissent rights) will be cancelled and exchanged for Resulting Issuer Shares at a ratio of 0.777963 Resulting Issuer Shares per Stroud Share (the 'Stroud Exchange Ratio'), resulting in the issuance of approximately 49,496,496 Resulting Issuer Shares (on a post-Consolidation basis). No fractional Resulting Issuer Shares will be issued; any fractional entitlements will be rounded down to the nearest whole number. In addition, each of the 1,155,000 outstanding Stroud stock options have been amended such that, effective on the effective date of the Stroud Amalgamation, the obligation to issue Stroud Shares on exercise will be replaced with an obligation to issue Resulting Issuer Shares, with the number of Resulting Issuer Shares issuable on exercise and the applicable exercise price adjusted in accordance with the Stroud Exchange Ratio, on the same economic terms and conditions, resulting in up to 898,561 Resulting Issuer Shares being issuable upon exercise of such amended options (on a post-Consolidation basis), subject to Silver Hammer's stock option plan being ratified by Silver Hammer Shareholders at the Silver Hammer Meeting. 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. In connection with the transactions contemplated by the Stroud Agreement and SilverMark Agreement, the Company has entered into an agreement with Red Cloud Securities Inc. to act as lead agent and sole bookrunner on behalf of a syndicate of agents (the 'Agents') in connection with a fully marketed private placement (the 'Concurrent Financing') of subscription receipts (the 'Subscription Receipts') for minimum gross proceeds of CAD 7,000,000 and maximum gross proceeds of CAD 10,000,000. The common shares of the Resulting Issuer (the 'Resulting Issuer Shares') will, on a post-Consolidation basis, continue to be listed and posted for trading on the Canadian Securities Exchange (the 'CSE'), while the Stroud Shares will be delisted from the TSXV.
Upon completion of the Amalgamations, the following persons are expected to serve as directors and officers of the Resulting Issuer; Peter A. Ball will serve as President and Chief Executive Officer and Alnesh Mohan is expected to serve as Chief Financial Officer. Upon closing of the Transaction, Scott Jobin-Bevans, Interim Chief Executive Officer of Stroud, will continue on as Vice President, Exploration, and Andrew Gillin will remain as Vice President, Corporate Development Investor Relations. In connection with the Transaction, Silver Hammer is pleased to also announce the appointment of Andrew Gillin as Vice President, Corporate Development Investor Relations, effective immediately. The Board of Directors of the Resulting Issuer is expected to be comprised of six (6) members, three (3) of whom will be nominees of Stroud, initially being Dr. Scott Jobin-Bevans, Jeff Kennedy (Chairman) and Conor O'Brien, and three (3) of whom will be nominees of Silver Hammer, being Peter A. Ball, Donald J. Birak, and Michael Willett. In addition, Mr. Ron Burk will remain as Strategic Technical Board Advisor.
Completion of the Amalgamations is subject to a number of conditions, including, without limitation: (i) approval of the Stroud Amalgamation by Stroud Shareholders at the Stroud Meeting; (ii) approval of the SilverMark Amalgamation by the shareholders of SilverMark; (iii) approval of certain transactions contemplated by the Stroud Agreement and the SilverMark Agreement, including the Stroud Amalgamation, the Consolidation and the creation and authorization of the Contingent Value Shares, by Silver Hammer Shareholders at the Silver Hammer Meeting; (iv) receipt of all necessary regulatory approvals, including the approvals of the CSE and the TSXV; (v) completion of the Consolidation; (vi) completion of the Concurrent Financing for minimum gross proceeds of CAD 7,000,000; (vii) the listing and posting for trading on the CSE of the Resulting Issuer Shares to be issued pursuant to the Amalgamations and are subject to approval by the shareholders of Silver Hammer ('Silver Hammer Shareholders') at an annual general and special meeting of Silver Hammer Shareholders (the 'Silver Hammer Meeting'). The Stroud Agreement, the SilverMark Agreement and the Transaction have been unanimously approved by the boards of directors of each of Silver Hammer and Stroud. In connection with the execution of the Stroud Agreement, Silver Hammer has received voting support agreements from each member of the board of directors of Stroud, each officer of Stroud, and each Stroud Shareholder holding, directly or indirectly, more than 10% of the Stroud Shares. The transaction is expected to close in Q4 2026. The net proceeds of the Concurrent Financing will be used to fund advancement of the Combined Company's silver project portfolio and for working capital and general corporate purposes.