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Further to the press release of Silver Hammer Mining Corp. (HAMR) and Stroud Resources Ltd. (Stroud) dated July 20, 2026, Eric Sprott announces that 2176423 Ontario Ltd., a company which he beneficially owns, has entered into a voting support agreement (Voting Agreement) with HAMR. The Voting Agreement was entered in connection with HAMR's agreement to acquire all the issued and outstanding common shares of Stroud (Stroud Shares) pursuant to a business combination agreement dated July 17, 2026 (Stroud Agreement) between Stroud, HAMR and HAMR's wholly owned subsidiary (Proposed Transaction).
Pursuant to the Stroud Agreement, Stroud shareholders will receive approximately 3.1119 common shares of HAMR (HAMR Shares) for each Stroud Share (to be adjusted to 0.777963 post-consolidation HAMR Shares as a result of a four-for-one HAMR share consolidation to be completed prior to closing of the Proposed Transaction).
Pursuant to the Voting Agreement, 2176423 Ontario has agreed, among other things, to vote all of its Stroud securities (that are entitled to vote) in favour of the Proposed Transaction at any meeting of Stroud securityholders held to approve the Proposed Transaction and to restrict dispositions of its Stroud securities.
Mr. Sprott, through 2176423 Ontario, holds 37,277,777 Stroud Shares, representing approximately 58.6% of the outstanding Stroud Shares on a non-diluted basis, immediately before and after the execution of the Voting Agreement.
Mr. Sprott holds the Stroud securities for investment purposes and to support the Proposed Transaction and, depending on market or other conditions, may acquire additional securities of Stroud. If the Voting Agreement is terminated, Mr. Sprott may acquire additional securities of Stroud including on the open market or through private acquisitions or sell the securities including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.
Stroud is located at 1090 Don Mills Rd., Suite 404, Toronto, ON M3C 5R6. A copy of 2176423 Ontario's early warning report will appear on Stroud's profile on SEDAR+ at www.sedarplus.ca and may also be obtained by calling Mr. Sprott's office at (416) 945-3294 (2176423 Ontario Ltd., 1106 - 7 King Street East, Toronto, Ontario M5C 3C5).
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/306028
