Silver Hammer Reaches Definitive Agreement to Acquire the Permitted Shafter Silver Mine Project and Announces Proposed Reorganization

Silver Hammer Mining Corp. (CSE: HAMR) (the "Company" or "Silver Hammer") is pleased to announce that it has entered into a definitive share purchase agreement dated September 27, 2023 (the "Purchase Agreement") to acquire a 100% interest in the Shafter silver deposit (the "Shafter Project" or the "Project"), a previously producing high-grade silver mine located in Presidio County in Southwest Texas, from Aurcana Silver Corporation ("Aurcana") (the "Transaction"). The consideration to be paid by Silver Hammer for the Shafter Project includes cash of US$800,000 (less certain exclusivity fees and prepaid expenses), 23,000,000 shares, certain contingent payments (detailed below), and for the settlement of existing debt, the issuance of $4,000,000 in secured convertible debentures and 8,000,000 units (each comprising of a common share and ½ warrant at $0.33 for 2 years).

Highlights of the Shafter Project and Transaction:

All material operational permits remain in place at the past-producing high-grade silver mine, which is located in western Texas, USA.
Past producer most recently in production from 2012-13 when operated by Aurcana. Approximately US$50 million was spent historically by Aurcana; in addition, Aurcana purchased the Shafter Project in 2008 for US$25 million. An estimated US$160 million has been invested in the property since the discovery of the deposit in the late 1800's.
Updated NI 43-101 Mineral Resource technical report with an Effective Date of September 15, 2023, including Measured and Indicated resources of 10.8 million ounces ("oz") of silver ("Ag") in 1.152 million tons grading 9.38 oz/ton Ag, and Inferred resources of 6.3 million oz of silver in 0.823 million tons grading 7.67 oz/ton Ag.
The silver deposit at the Shafter Project is classified as a carbonate replacement deposit ("CRD") and the geology at the project is similar to some the world's largest CRDs located just to the southwest in northern Mexico, including the Santa Eulalia Mine and Cinco de Mayo Project. Additional exploration upside was identified at regional priority targets from previous step-out drill holes to the southwest, which identified silver and gold mineralization.
There are opportunities to expand the current mineral resource within the project boundaries, as the Project has not been systematically explored, and the source of the Shafter CRD has never been identified.
Benefits from extensive site infrastructure including full access through portal/decline and extensive underground workings, ventilation and access shaft/hoist, and full processing plant including a 3,000 ton per day ball mill.
Project controls existing water rights, with an available local labor force, power grid located at site, a low royalty burden, and strong community relations and support.
Team of seasoned mining, metallurgical and exploration executives assembled to assist Silver Hammer as advisors and internal consultants.

"The acquisition of the high-grade silver Shafter complex and permitted mine is a transformational point in Silver Hammer's transition and goal to become North America's next silver producer. Shafter contains an established mineral resource of approximately 10.8 million ounces of silver in the measured and indicated category and an additional inferred silver resource of approximately 6.3 million ounces. To ensure the project is advanced towards the development and production stages, Silver Hammer has attracted key senior level technical geological and mining advisors including previous VP Exploration and VP/COO Mining experts that held executive roles with Hudbay Minerals, Coeur Mining, Silver Standard, Centerra, Mag Silver, Probe Mines, Hecla, and Royal Oak Mines,"commented Peter A. Ball, President and CEO of Silver Hammer Mining."In addition to containing a significant silver resource, the Shafter Project is located in a politically safe jurisdiction in Texas, USA, is located adjacent to a paved highway with significant infrastructure including power grid through the middle of the Project, full control of water rights, a local work force and supportive community."

Appointment of New Board Member

The Company is pleased to announce the appointment of Donald J. Birak as a newly appointed Director of Silver Hammer, replacing Joness Lang, who has stepped down from the Director role but will remain as a strategic advisor to assist the Company in ongoing corporate development initiatives. The Company appreciates Mr. Lang's significant contribution to the Company since its inception and agreeing to remain with the Company as a strategic advisor during this exciting phase of growth for the Company.

Mr. Birak joined the Company as a senior technical advisor earlier in 2023, and brings more than 45 years of experience in mineral exploration and operations, including the roles of Senior Vice-President of Exploration with Coeur Mining (2004 to 2013) responsible for global Greenfields and Brownfields exploration, Vice President of Exploration for AngloGold North America (1998 to 2004), Independence Mining Company (1995 to 1998), and Hudson Bay Mining & Smelting Ltd. (1992 to 1995) and Chief Geologist & Exploration Geologist for Freeport-McMoRan Gold Company (1978 to 1991), Mr. Birak brings a wealth of knowledge and expertise to the Silver Hammer team, and specifically to the advancement of the Shafter Silver Project.

Newly Formed Executive Technical Team and Strategic Advisors

Silver Hammer has recently assembled a highly experience technical team to complete due diligence to fully evaluate and to assist in advancing the Shafter Project through an accelerated strategy to complete a mineral resource expansion, initiate mine development towards future production by 2027. The team is made up of the following seasoned executives:

Lawrence Roulston, Director - 40+ years in project evaluation and experience mining executive. Currently President and CEO of MTB Metals Corp. and Chairman of Metalla Royalties.

Ron Burk, Director - 40+ years in senior level precious metals exploration roles including VP Exploration for Silver Standard and Centerra. Silver Standard previously owned the Shafter deposit until 2008.

Don Birak, newly appointed Director - 45+ years in senior level precious metals exploration roles including Sr. VP Exploration for Coeur Mining, and VP Exploration for AngloGold North America and Hudson Bay Mining Smelting.

Dr. Peter Megaw, Geological Advisor - 45+ years in senior level precious metals exploration roles and recognized Carbonate Replacement Deposit ("CRD") systems. A co-founder of MAG Silver. Dr. Megaw's PhD work focused on the Santa Eulalia Ag-Pb-Zn District in Mexico, and he is credited with numerous discoveries in Mexico including Platosa (Excellon), Juanicipio-Fresnillo (Fresnillo/MAG Silver), and Pozo-Seco/Cinco de Mayo (MAG Silver).

Damir Cukor, Geological Advisor - 35+ years in resource development, project management, resource modelling and advisory roles.

Michael Willett, Mining Advisor - Seasoned mining executive with 35+ years in mine engineering, development, and operations including senior level project evaluation and advisory roles for project re-starts with various mining companies across North America. Most recently Mr. Willett held the position of Vice President of Operations and Projects for Battle North Gold and was part of that team which successfully sold the company to Evolution Mining for $343 Million in 2021.

Adrian McNutt, Mining and Metallurgical Advisor - Experienced mining executive and metallurgical consultant with 35+ years in the evaluation and precious metals operations across the Americas including executive positions as COO of Royal Oak Mines, and Century Mining.

Mike Petrina, P. Eng, Mining Advisor - 35+ years in the mining sector including senior level executive roles of VP Mining MAG Silver, VP Operations Probe Mining, VP Mining Hawthorne Gold, and multiple mine engineering advisory roles.

Mike Gross, Mining Advisor - 45+ years with experience as a mine operator, operations executive and exploration executive in the Americas including VP Mining for Hecla Mining.

The Company has engaged Echelon Capital Markets as its financial advisor with respect to the Transaction.

The Shafter Project

The Shafter silver mine has all material permits in place with extensive surface infrastructure and underground workings including portal/decline and shaft access and a processing facility rated at approximately 1,500 tons per day. The project is located in west Texas and is fully accessible via paved highway from El Paso, Texas. Shafter has estimated measured and indicated resources of 10,803,000 ounces of silver and an inferred resource of 6,315,000 ounces of silver as summarized in Table 1. This estimate has been prepared for Silver Hammer Mining Inc. by RESPEC and is dated effective September 15, 2023 (the "Updated Mineral Resource Estimate") and an NI 43-101 Technical Report will be filed on SEDAR+ within 45 days of the date hereof.

Table 1: Mineral Resource Table effective September 15, 2023

Estimated Resources*	Tons	oz/ton Ag	Tonnes	g/tonne Ag	Contained Ag Ounces
Measured	97,000	8.95	88,000	306.9	868,000
Indicated	1,055,000	9.42	957,000	323.0	9,935,000
Measured & Indicated	1,152,000	9.38	1,045,000	321.3	10,803,000
Inferred	823,000	7.67	747,000	263.0	6,315,000

*Updated Mineral Resource by RESPEC has effective date of September 15, 2023.

The Updated Mineral Resource Estimate is reported by Mr. Michael S. Lindholm, Principal Geologist for RESPEC in short tons.
The Updated Mineral Resource Estimate was prepared in accordance with Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards - For Mineral Resources and Mineral Reserves adopted May 10, 2014, and in accordance with National Instrument 43-101 "Standards of Disclosure for Mineral Projects" ("NI43-101").
Mineral Resources are comprised of model blocks greater than or equal to the 4.2 oz Ag/ton cutoff.
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
Mineral Resources potentially amenable to underground mining methods are reported using a silver price of US$23.50/oz, a throughput rate of 800 tons/day, assumed metallurgical recoveries of 84% for Ag, mining costs of US$60/ton mined, processing costs of US$19.88/ton processed, refining costs of US$0.50/oz Ag produced, and general and administrative costs of US$6.94/ton processed. Silver commodity price selected based on analysis of the three-year running average at the end of August 2023.
Rounding may result in apparent discrepancies between tons, grade, and contained metal content.
The estimate of Mineral Resources may be materially affected by environmental permitting, legal title, taxation, socio-political, marketing or other relevant issues, however, none are apparent at this time.

Shafter History:

The Shafter district was first discovered in 1880 or 1881, and the Presidio Mining Company was formed in 1881. Silver was produced from the Presidio mine from 1883 to 1926, when the American Metal Co. acquired the Shafter property and continued production (American Metal Co. subsequently merged with Climax Molybdenum Company to form American Metal Climax, Inc. ("AMAX").
From 1883 to 1942, when the Presidio mine was closed, total recorded production was 2.307 million tons of ore containing 35.153 million ounces of silver at an average grade of 15.24oz Ag/ton.
AMAX, Gold Fields Mining Corporation ("Gold Fields"), and Rio Grande Mining Company ("RGMC") successively held the Shafter property and conducted extensive exploration programs from 1926 to 1999. Gold Fields identified the northeastern, down-dip extension of the Shafter deposit, extending more than 5,000ft from the deepest development workings in the Presidio mine, through a systematic surface-drilling program. During the 1970s, Gold Fields constructed a 1,052ft deep shaft to access and explore the northeastern extension.
Aurcana purchased RGMC and the Shafter property in July 2008 for US$25 million. RGMC is now a wholly owned subsidiary of Aurcana. Aurcana began exploration at Shafter in 2011 and has conducted geophysical surveying, drilling, mapping, and geochemical sampling since that time. Aurcana drilled 65 surface and 101 underground holes from 2011 through October 2013.
A total of 1,694 drill holes are included in the resource database for the Shafter Project, of which 1,048 were drilled by AMAX, 403 were drilled by Gold Fields, 88 were drilled by RGMC prior to their acquisition by Aurcana, and 155 holes were drilled by RGMC since their acquisition by Aurcana.
These holes include 435 surface core holes, 1,171 underground core holes, and 88 reverse circulation holes. An additional eleven underground core holes were drilled by Aurcana in late 2013 after the database was finalized for use, but before the current resource estimate was completed. Aurcana also drilled five exploration holes in 2017 outside of the current resource area. These 2013 and 2017 holes do not impact the current resource estimate and are not included within the current drill database.
Aurcana reopened access into the Presidio mine on June 1, 2012, and production commenced on December 14, 2012, after spending approximately US$50 million including a portal/decline access, mill, and operations modifications. In conjunction with its underground operations, Aurcana began open-pit mining of lower-grade mineralization from the Mina Grande pit at the Presidio mine on April 23, 2012.
Mining was discontinued after the plant commissioning and testing phase were complete, due mostly in part to lower silver prices reaching close to US$17/oz and rushed production start-up issues. The mine was put on care and maintenance in December 2013.
An estimated US$160 million has been invested in the property since the discovery of the deposit in the late 1800's.
Significant opportunity exists regionally noting the geological setting of the Shafter Silver Deposit is on the eastern margin of the Chihuahua Trough, which is host to several world-class CRD (Carbonate Replacement Deposits) including the Santa Eulalia Mine (Grupo Mexico), Cinco de Mayo project (MAG Silver), and the Plomosas Property, a polymetallic deposit (GR Silver Mining).

Transaction Details

In connection with the Purchase Agreement, the Company will first complete a reorganization (the "Reorganization") whereby all of the Company's outstanding shares will be acquired by a newly incorporated company, Silver Hammer Metals Corp. ("Newco"), and shareholders of the Company will receive common shares of Newco ("Newco Shares") in exchange for their Company shares. Newco will then acquire all of the outstanding shares in the capital of Rio Grande Mining Corporation ("Rio Grande"), a subsidiary of Aurcana that owns the assets, property, rights and undertakings of and relating to the Shafter Project (the "Shafter Acquisition"). The Reorganization is expected to be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the "Plan of Arrangement"), which will result in the Company becoming a wholly-owned subsidiary of Newco. Under the Plan of Arrangement, each common share of the Company will be exchanged for one Newco Share and the convertible securities of the Company will become exercisable for securities of Newco on an equivalent basis. The Reorganization is subject to approval of the Supreme Court of British Columbia and the shareholders of Silver Hammer.

On closing of the Transaction, in consideration for the shares of Rio Grande, Aurcana will receive a cash payment of US$800,000 (less certain exclusivity fees and prepaid expenses) and 23,000,000 Newco Shares at a deemed price of $0.25 per Newco Share. In addition, upon the completion of the next equity financing completed by Newco following the closing, Aurcana will receive an additional cash payment of US$375,000. Aurcana may also receive additional post-closing payments, payable in cash or shares, subject to the achievement of certain milestones within 48 months of closing of the Shafter Acquisition in the aggregate amount of up to US$3,000,0000, as follows: (a) up to US$1,000,000 will be payable in connection with the first public announcement of a new mineral resource estimate on the Shafter Project which includes measured and indicated mineral resources of at least 18 million ounces, (b) US$1,000,000 will be payable upon the Shafter Project entering commercial production, (c) US$500,000 will be payable if the spot price of silver is equal to or greater than US$30 per ounce for a period of 60 consecutive days, and (d) an additional US$500,000 will be payable if both (b) and (c), above, are met.

Newco has also entered into an agreement with noteholders of Rio Grande to settle certain outstanding debt of Rio Grande in connection with the Shafter Acquisition (the "Debt Settlement"). Pursuant to the Debt Settlement, Newco will acquire all of the outstanding notes of Rio Grande in the aggregate principal amount of $6,517,662 (the "Rio Grande Notes") in consideration for (a) an aggregate of 4,000 debenture units of Newco, each consisting of one $1,000 principal amount secured convertible debenture of Newco, representing $4,000,000 in total (the "Debentures"), and 2,000 common share purchase warrants of Newco (the "Warrants"), (b) an aggregate of 8,000,000 units of Newco, each consisting of one Newco Share and one-half of a Warrant, and (c) additional securities of Newco on the same terms as the Concurrent Financing (as described below) in settlement of all interest accrued on the Rio Grande Notes from August 31, 2023 to closing. The Debentures will be convertible into Newco Shares at the conversion price of $0.25 per Newco Share and each Warrant will entitle the holder thereof to purchase one Newco Share at the exercise price of $0.33 per Newco Share for a period of 24 months from closing.

On closing of the Transaction, Newco and Aurcana will enter into an investor rights agreement (the "Investor Rights Agreement") pursuant to which Newco and Aurcana will agree to certain investor rights and restrictions relating to the Newco Shares to be issued to Aurcana pursuant to the Shafter Acquisition. Under the Investor Rights Agreement, Aurcana will have the right to nominate one member of the Board of Directors of Newco, increasing to two directors if at any time Aurcana holds greater than 35% of the outstanding Newco Shares. Aurcana will agree to certain standstill restrictions and to vote its Newco Shares in accordance with recommendations of management and for a period of 24 months. In addition, the Newco Shares issued to Aurcana will be subject to voluntary resale restrictions with 25% of the Newco Shares being locked-up for 4 months from closing, 25% of the Newco Shares being locked-up for 8 months and the remaining 50% of the Newco Shares being locked up for a period of 12 months.

In connection with the Shafter Acquisition and pursuant to the terms of the Purchase Agreement, Silver Hammer will arrange a concurrent equity financing for minimum gross proceeds of CAN$3,000,000 (the "Concurrent Financing"). The terms of the Concurrent Financing will be disclosed in a subsequent news release once finalized.

Completion of the Shafter Acquisition is subject to a number of conditions, including: (i) the receipt of all required approvals of the shareholders of Aurcana and the Company; (ii) the receipt of all necessary regulatory and third party consents, approvals and authorizations, including all necessary stock exchange approvals; (iii) the Completion of the Concurrent Financing for minimum gross proceeds of CAN$3,000,000, (iv) the completion of the Reorganization and the Debt Settlement, (v) conditional approval of the CSE for the listing of the Newco Shares, including the Newco Shares to be issued in connection with the Shafter Acquisition, the Reorganization and the Debt Settlement, and (vi) other standard closing conditions for a transaction of this nature. The Transaction is an arm's length transaction. Upon completion of the Transaction, the Reorganization and the Debt Settlement, Silver Hammer shareholders are expected to own approximately 63% of the Newco Shares on a non-diluted basis (excluding securities to be issued pursuant to the Concurrent Financing).

Trading Halt

Trading of the Company's common Shares has been halted as a result of the announcement of the proposed Transaction and the Company expects that trading will remain halted pending closing of the Transaction, subject to earlier resumption upon CSE acceptance of the proposed Transaction and the filing of required materials in accordance with the policies of the CSE, if and as applicable.

Additional information concerning the proposed Shafter Acquisition, the Reorganization, the Debt Settlement, the Shafter Project, and Newco will be provided in the management proxy circular of the Company to be prepared and delivered to shareholders of Silver Hammer, which will be available in due course under the Company's SEDAR+ profile.

Qualified Person

All scientific and technical information in this press release has been prepared or reviewed and approved by Damir Cukor, P. Geo, an independent geological consultant of the Company, Linda Dufour, P.Eng, an independent metallurgical consultant of the Company, and Michael S. Lindholm, CPG of RESPEC. Each of Mr. Cukor, Ms. Dufour, and Mr. Lindholm are "qualified persons" for the purposes of NI 43-101. Mr. Cukor is the Qualified Person for all technical information in this news release, excluding the Updated Mineral Resource Estimate.

About Silver Hammer Mining Corp.

Silver Hammer Mining Corp. is a junior resource company focused on advancing past-producing high-grade silver projects in the United States. Silver Hammer controls 100% of the Silver Strand Mine in the Coeur d'Alene Mining District in Idaho, USA, as well both the Eliza Silver Project and the Silverton Silver Mine in Nevada and the Lacy Gold Project in British Columbia, Canada. Silver Hammer's primary focus is defining and developing silver deposits near past-producing mines that have not been adequately tested. The Company's portfolio also provides exposure to copper and gold discoveries.

On Behalf of the Board of Silver Hammer Mining Corp.

Peter A. Ball
President & CEO, Director
E: peter@silverhammermining.com

For investor relations inquiries, contact:

Peter A. Ball
President & CEO
778.344.4653
E: investors@silverhammermining.com

Forward-Looking Information

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information in this press release includes, without limitation, statements relating to the completion of the Shafter Acquisition, the completion of the Concurrent Financing, the completion of the Debt Settlement and the Reorganization. Completion of the Shafter Acquisition, the Reorganization and the Debt Settlement are subject to a number of conditions, as described elsewhere in this news release. There can be no assurance that these transactions will be completed as proposed or at all. These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding the mining industry, commodity prices, market conditions, general economic factors, management's ability to manage and to operate the business, and explore and develop the projects, of the resulting issuer, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of each of the Company and Aurcana may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although each of the Company believes that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assume no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES

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Silver Hammer Announces Non-Brokered Private Placement of Units

(TheNewswire)

July 31, 2024 TheNewswire - Vancouver, BC Silver Hammer Mining Corp. ( CSE: HAMR ) (the " Company " or " Silver Hammer ") is pleased to announce that it will proceed with a non-brokered private placement of up to 27,000,000 units of the Company (the " Units ") at CAN$0.055 per Unit for gross proceeds of up to CAN$ 1,485,000 (the " Offering "). Each Unit will consist of one common share in the capital of the Company (a " Share ") and one transferrable common share purchase warrant (a " Warrant "). Each Warrant will entitle the holder thereof to purchase one additional Share at a price of CAN$0.07 for a period of three years from the closing of the Offering.

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Silver Hammer Mining Reports Positive Preliminary Results of Property-Wide Airborne Magnetic and Radiometric Survey at Its Eliza High-Grade Silver and Copper Project in Nevada

Silver Hammer Mining Corp. (CSE: HAMR) (OTCQB: HAMRF) (FSE: 7BW0) (the "Company" or "Silver Hammer") is pleased to announce it has recently completed a property-wide aerial magnetic-radiometric survey at its Eliza Silver Project near Ely, Nevada. The preliminary results are encouraging and identify extensions to existing targets and highlight multiple new priority exploration targets. The final results are currently being processed by Condor North Consulting ULC.

"We are pleased to highlight the positive results of the property-wide airborne magnetic and radiometric survey at our high-grade silver and copper Eliza Project,"commented President & CEO Peter A. Ball."The Company continues to push forward with its 'Plan of Operations' permitting and evaluation of the Eliza Project. Current observations highlight strong correlation between historical and recent surface sampling, mapping and structural analysis and the June 2023 preliminary geophysical surveys. With the addition of new potential drill targets being identified, we look forward to the final technical analysis of the raw data to assist in the next steps at Eliza."

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Silver Hammer Mining Commences Property-Wide Airborne Magnetic and Radiometric Survey at Its Eliza High-Grade Silver and Copper Project in Nevada

Silver Hammer Mining Corp. (CSE: HAMR) (OTCQB: HAMRF) (FSE: 7BW0) (the "Company" or "Silver Hammer") is pleased to announced that it has commenced a property-wide airborne magnetic and radiometric survey at its 100%-owned high-grade Eliza Project in Nevada. The geophysical survey that commenced at the Silverton Project is now complete and awaiting analysis. The Company has engaged Precision GeoSurveys to complete surveys at both its Silverton and Eliza projects in Nevada.

"We are pleased to commence an airborne magnetic and radiometric survey at our high-grade silver and copper Eliza Project ahead of schedule,"commented, President & CEO, Peter A. Ball."With the completion of a survey at our Silverton Project a few days ago, we continue to accelerate exploration efforts at our projects in Nevada, as we prepare for a busy season at our three projects located in Idaho and Nevada. Eliza continues to be of high interest to explore noting the significant silver and copper grades sampled in 2022. After the Eliza geophysical survey, the Company will be onsite in June in Idaho at our Silver Strand Project completing a property review based on the 15 priority exploration targets identified from the spring data compilation of the last 20 plus years of geophysical surveys."

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Silver Hammer Mining Corp.: Invitation to 121 Mining Investment New York

Silver Hammer Mining Corp. (CSE: HAMR) is pleased to announce the company is participating in the upcoming 121 Mining Investment Conference in New York City.

121 Mining Investment New York will be hosting over 80 mining companies and more than 300 sophisticated investors for two days of pre-arranged, targeted 1-2-1 meetings. This year's event is being held on June 5-6.

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Silver Hammer Mining Submits Plan of Operations for Exploration Program at High-Grade Eliza Silver Project in Nevada

Silver Hammer Mining Corp. (CSE: HAMR) (OTCQB: HAMRF) (FSE: 7BW0) (the "Company" or "Silver Hammer") is pleased to announce that it has submitted a Plan of Operations to the Humboldt-Toiyabe National Forest Ranger District of the United States Forest Service ("USFS") to explore its Eliza Silver Project ("Eliza" or the "Project") located in White Pine County, Nevada.

"The submission of the Plan of Operations is another critical step as we move towards examining the potential for significant mineralization at Eliza, which has seen little to no modern exploration despite a history of high-grade past production," stated Peter A. Ball, President & CEO. "We will begin by executing a property-wide geophysical program by early June and will continue to inform the market as we advance through this systematic exploration process and begin to generate results."

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PROSPECT RIDGE RESOURCES ADJOURNS ANNUAL GENERAL MEETING

Prospect Ridge Resources Corp. (the " Company " or " Prospect Ridge ") (CSE: PRR) (OTC: PRRSF) (FRA: OED) announces that it has adjourned its annual general meeting (for more information, see news release dated December 12, 2024 ), to reconvene on Friday, December 20, 2024 at 11:30 AM (Pacific Time) at Suite 430, 605 Robson Street, Vancouver British Columbia. Proxies will continue to be accepted until 48 hours prior to the commencement of the adjourned meeting.

About Prospect Ridge Resources Corp.

Prospect Ridge Resources Corp. is a British Columbia based exploration and development company focused on gold exploration. Prospect Ridge ' s management and technical team cumulate over 100 years of mineral exploration experience and believe the Knauss Creek and the Holy Grail properties to have the potential to extend the boundaries of the Golden Triangle to cover this vast under-explored region.

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as " intends " or " anticipates" , or variations of such words and phrases or statements that certain actions, events or results " may", " could ", " should ", " would " or " occur " . This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions. These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

View original content to download multimedia: https://www.prnewswire.com/news-releases/prospect-ridge-resources-adjourns-annual-general-meeting-302331800.html

SOURCE Prospect Ridge Resources Corp.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/December2024/13/c2016.html

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PROSPECT RIDGE RESOURCES CONFIRMS ARRANGEMENTS RELATING TO ANNUAL GENERAL MEETING

Prospect Ridge Resources Corp. (the " Company " or " Prospect Ridge ") (CSE: PRR) (OTC: PRRSF) (FRA: OED) wishes to update shareholders on the impact of the strike by the Canadian Union of Postal Workers on the Company's ability to comply with its obligations to deliver to shareholders its financial statements and related disclosure and proxy-related materials in respect of the Company's Annual General Meeting (the " Meeting ") of shareholders scheduled to be held on Friday, December 13, 2024 at 11:00 AM (Pacific Time) at Suite 430, 605 Robson Street, Vancouver, British Columbia .

As a result of the strike, and pursuant to CSA Coordinated Blanket Order 51-931 Temporary Exemption from requirements in National Instrument 51-102 Continuous Disclosure Requirements and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer to send certain proxy-related materials during a postal strike (the "Blanket Order"), the Company is advising shareholders that:

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Lode Gold: 2024 Year-End Review and 2025 Outlook

Lode Gold Resources Inc. (TSXV: LOD) (OTCQB: SBMIF) ("Lode Gold " or the "Company") is pleased to provide a year-end update.

Dear Investors,

I am excited to update you on our progress since I took over as CEO less than a year ago, just before Christmas in December 2023. With the support of the board, key shareholders, and the dedicated Lode Gold team, we have raised $6M since March 2024 and completed numerous tasks to reorganize the Company. These efforts have positioned us for future success and growth, and I am grateful for the continued support and confidence you have shown in our vision.

Strategy: Create Two Pure Play Companies to Unlock Value and Attract New Investors

Last year, around this time, I met with bankers to discuss how we plan to unlock value by spinning out the Company's assets to create two pure-play companies. This strategy resonated with many as Lode Gold has key assets situated in highly prospective mining regions in Canada and the United States. This initiative immediately creates two $7M companies from one $7M entity, thereby generating accretive value for shareholders.

Focus on Intrinsic Asset Value vs Market Cap: Do some small-cap stocks outperform large-cap investments in the long run?

Clifford Asness, who played a key role in building Goldman Sachs' Global Alpha before founding AQR, and now manages over $33 billion in assets, published a whitepaper that challenged the Efficient Market Theory. It stipulated that value may be factored into price with large-cap companies, but it may not be the case with small-cap stocks¹. It states that with small or micro-cap stocks, the Less-Efficient-Market Hypothesis often holds. Why? The market is inherently inefficient due to a fragmented shareholder base and a lack of distribution, awareness and liquidity. As such, if capital is patient, investing in a small-cap stock may result in a higher return on investment in the long run compared to a large-cap stock.

In the case of Lode Gold, the intrinsic value, verified with a third-party NI 43-101 technical report, has an NPV USD $370M, yet the market cap trades at a fraction of the real value. Notwithstanding, a planned spin-out transaction valued at an additional $7.65M (pre-money value to current Lode Gold shareholders) has already obtained conditional approval.

This is a value proposition, validated by smart money: strategic investors and institutional shareholders; a total of four own approximately 60%. Intrigued by the potential of this undervalued play, I accepted the challenge of leading its turnaround and growth.

Near-Term: Gold Orogen spin out to unlock value for shareholders

The company has three key orogenic assets, with proven gold endowment.

To unlock value for shareholders; immediately we are spinning out the Canadian assets into a new company, Gold Orogen. Each Lode Gold shareholder will get shares of Gold Orogen; via a tax-efficient spin-out.

Additionally, a $3M raise has been completed at Gold Orogen, based on a $7.65M pre-money valuation. The current valuation for Lode Gold, the parent company, is at $7M. We are topping up with an additional $1.5M to ensure a $4.5M investment program for 2025 at Gold Orogen; as such both the assets in Yukon and NB will be drilled in the upcoming exploration season in the new year. Post-money, Gold Orogen will be at $12M+.

A gold asset on the Mother Lode Belt with MRE: 1 (M&I) + 2 (Inferred) Moz Au and a 2023 PEA: USD $370M (NPV 5%) will remain in the parent co, Lode Gold. Lode Gold intends to pursue a high grade underground mine opportunity. This project sits on 100% privately owned patented land where the mining license was suspended in 1942 due to the war effort.

Spin Out Unlocks Shareholder Value: Confirmed gold endowment and RIRGS on Tombstone Belt

The spin-out will result in the formation of two pure-play companies, each focused on specific areas of exploration in Canada and the US.

Company 1: Spin Co - Gold Orogen

Asset 1:

27 km strike, 99.5 km²in Yukon, prolific Tombstone Belt (Snowline, 3 Aces, Sitka Gold)
Total of four Reduced Intrusive Targets (RIRGS)

Asset 2:

New Brunswick: Created one of the largest land packages (420 km²)
Geological analogue to New Found Gold, Galway, Calibre Mining and Puma-Kinross
Confirmed gold endowment

Company 2: Parent - Lode Gold

Lode Gold is the first company to evaluate this project from an underground perspective.

Brownfield, previously mined at 8 g/t in the 1940's.
4 km strike on the 190 km mineralized Mother Lode Belt: 50,000,000 oz produced
100% owned private and patented land: 3,351 acres, Mariposa County
California: 700 permitted mines; 14 gold
Mine suspended in 1942 due to gold prohibition in WWII
Target: 2 Moz underground 5 g/t Au
Typical Orogenic Deposit with Structural Controls
3 Step-Out Holes hit structure (up to 1,200 m)
2 nearby mines were up to 1,800 m deep at 13 g/t
43,000 m drilled with 23 km of underground workings
11% of the veins (2 of 7 deposits) exploited; mostly in the first 250 m
2023 MRE: 1 Moz (M&I) + 2 Moz (Inferred)
2023 PEA at USD $2,000/oz Au: After-tax NPV (5%) USD $370M, 31% IRR, 11 years LOM
Close to road, rail, power, water

Milestones Achieved in 2024:

1. Executed Spin Out Plan

Received conditional acceptance from the TSXV for the spinout transaction

2. Improved Capital Structure

Lode Gold added two additional key institutional and strategic shareholders
For $3M, a 19.9% strategic joint venture partner with strong technical expertise, was added to the new Spin Co
Tight share structure: 10:1 consolidation. About 40.000,000 shares outstanding for both companies

3. Cleaned Up Balance Sheet

Converted a secured debt holder to be the second-largest shareholder
Repaid shareholder working capital loan
Resolved a legacy lawsuit and eliminated a $1.6M liability

4. Enhanced Value of Assets in Yukon, New Brunswick and California

New Brunswick:
- Created one of the largest land packages in the province, potentially a district play
- Completed comprehensive geophysics and soil sampling to define drill targets
Yukon:
- Identified four RIRGS targets for exploration work in 2025
- Confirmed RIRGS at WIN; high bismuth : gold ratio, gold-bearing sheeted quartz veins, hosted in hornfels

California:
- The first to review the project from an underground perspective
- Completed Geological Model: 11% of the veins exploited, in 2 out of 7 deposits. Most extraction in the first 250 m. 3 step-out holes at depth, mineralized and hit structure, a typical orogenic deposit
- Commissioned NI 43-101 to update the 2023 MRE

5. Strengthening the Lode Gold Team

Enhanced bench strength by adding key personnel to the technical and marketing teams, visit our website to view their full bios (lode-gold.com)
Addition of Martin Stratte, Lode Gold's former Director of the Board, to our Advisory Team. He was previously on the permitting team at Castle Mountain, Equinox Gold (2018-2021). The project was acquired for $200 million in 2018, and it was permitted in 2021

Upcoming Catalysts in 2025

Spin Co: Shareholders get shares of a new company
Drilling to investigate 4 RIRGS reduced intrusive targets in Yukon Tombstone Belt, 200 km from Snowline
Drilling in New Brunswick assets upon systematic exploration: geophysics, soil sampling, mapping, geochemistry
California: Revised NI 43-101 Mineral Resource Estimate (updating 2023 MRE and investigating high grade underground potential)
California: Evaluate reactivating a previous mine, where the license was suspended during WWII

Invest in One Company, Get Shares of Two Companies: Optionality on three key assets

Investing in Lode Gold presents an exciting opportunity for shareholders to benefit from an advanced gold exploration project and a forthcoming spinoff with two high-value assets. This strategic move is aimed at unlocking maximum value for investors, who will gain exposure to three highly prospective gold assets through shares in two separate companies.

Wishing you a season filled with joy and prosperity.

Yours truly,

Wendy T. Chan. CEO & Director

About Lode Gold

Lode Gold (TSXV: LOD) is an exploration and development company with projects in highly prospective and safe mining jurisdictions in Canada and the United States.

In Canada, its Golden Culvert and WIN Projects in Yukon, covering 99.5 km²across a 27-km strike length, are situated in a district-scale, high grade gold mineralized trend within the southern portion of the Tombstone Gold Belt. A total of four RIRGS targets have been confirmed on the property. A NI 43-101 technical report has been completed in May 2024.

In New Brunswick, Lode Gold has created one of the largest land packages with its Acadian Gold JV Co; consisting of an area that spans 420 km² and a 42 km strike. McIntyre Brook covers 111 km²and a 17-km strike in the emerging Appalachian/Iapetus Gold Belt; it is hosted by orogenic rocks of similar age and structure as New Found Gold's Queensway Project. Riley Brook is a 309 km²package covering a 25 km strike of Wapske formation with its numerous felsic units. A NI 43-101 technical report has been completed in August 2024.

In the United States, the Company is advancing its Fremont Gold project. This is a brownfield project with over 43,000 m drilled and 23 km of underground workings. It was previously mined at 8 g/t Au in the 1940's.

Mining was halted in 1942 due the gold prohibition in WWII just as it was ramping up production. Unlike typical brownfield projects that are mined out; only 11% of the veins - in 2 out of 7 deposits have been exploited. The Company is the first owner to investigate an underground high grade mine potential at Fremont.

The project is located on 3,351 acres of private and patented land in Mariposa County. The asset is a 4 km strike on the prolific 190 km Mother Lode Gold Belt, California that produced over 50,000,000 oz of gold and is instrumental in the creation of the towns, the businesses and infrastructure in the 1800s gold rush. It is 1.5 hours from Fresno, California. The property has year-round road access and is close to airports and rail.

Previously, in March 2023 the company completed an NI 43 101 Preliminary Economic Assessment ("PEA"). Project Valuation has an after-tax NPV (5%) of USD $370M at $2000 2 /oz gold, IRR 31% and an 11-year LOM, averaging 118,000 oz per year. At $1,750 /oz gold, NPV (5%) is $217M. The project hosts an NI 43-101 resource of 1.16 Moz at 1.90 g/t Au within 19.0 MT Indicated and 2.02 Moz at 2.22 g/t Au within 28.3 MT Inferred. The MRE evaluates only 1.4 km of the 4 km strike of Fremont property. Three step-out holes at depth (up to 1200 m) hit structure and were mineralized.

All NI 43-101 technical reports are available on the Company's profile on SEDAR+ (www.sedarplus.ca) and the Company's website (www.lode-gold.com).

QUALIFIED PERSON STATEMENT

The scientific and technical information contained in this press release has been reviewed and approved by Jonathan Victor Hill, Director, BSc (Hons) (Economic Geology - UCT), FAusIMM, and who is a "qualified person" as defined by NI-43-101.

ON BEHALF OF THE COMPANY

Wendy T. Chan, CEO & Director

Information Contact

Winfield Ding
CFO
info@lode-gold.com
+1-416-915-4257

Kevin Shum
Investor Relations
kevin@lode-gold.com
+1 (647) 725-3888 ext. 702

Cautionary Note Related to this News Release and Figures

This news release contains information about adjacent properties on which the Company has no right to explore or mine. Readers are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on the Company's properties.

Cautionary Statement Regarding Forward-Looking Information

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release includes "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities legislation. All statements included in this news release, other than statements of historical fact, are forward-looking statements including, without limitation, statements with respect to the completion of the transaction and the timing thereof, the expected benefits of the transaction to shareholders of the Company, the structure, terms and conditions of the transaction and the execution of a definitive agreement, the timing of submission to the CSE and TSXV, Gold Orogen raising an additional $1,500,000 and the anticipated use of proceeds. Forward-Looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof.

Forward-Looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which the Company operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies. These include assumptions regarding, among other things: that the Company and GRM will be able to negotiate the definitive agreement on the terms and within the time frame expected, that the Company and GRM will be able to make submissions to the CSE and TSXV within the time frame expected, that the Company and GRM will be able to obtain shareholder approval for the transaction, that the Company and GRM will be able to obtain necessary third party and regulatory approvals required for the transaction, if completed, that the transaction will provide the expected benefits to the Company and its shareholders.

There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include adverse market conditions, general economic, market or business risks, unanticipated costs, the failure of the Company and GRM to negotiate the definitive agreement on the terms and conditions and within the timeframe expected, the failure of the Company and GRM to make submissions to the CSE and TSXV within the timeframe expected, the failure of the Company and GRM to obtain shareholder approval for the transaction, the failure of the Company and GRM to obtain all necessary approvals for the transaction, and r other risks detailed from time to time in the filings made by the Company with securities regulators, including those described under the heading "Risks and Uncertainties" in the Company's most recently filed MD&A. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.

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RETRANSMISSION: Grande Portage Completes Non-Brokered Private Placement

Not for distribution to United States newswire services or for dissemination in the United States.

Grande Portage Resources Ltd. (TSXV:GPG)(OTCQB:GPTRF)(FSE:GPB) ("Grande Portage" or the "Company") announces that after consultation with its registered finders, the Company has now concluded its non-brokered private placement under Part 5A of National Instrument 45-106 - Prospectus Exemptions - Listed Issuer Financing Exemption. As previously announced on November 13, 2024, the Company sold 3,470,000 units (each, a "Unit") at a price of C$0.30 per Unit for aggregate gross proceeds of C$1,041,000 (the "Offering"). The Company had filed an offering document related to the Offering that can be accessed under Grande Portage's profile at www.sedarplus.ca and on the Company's website at https:grandeportage.com

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1.	At the Meeting, shareholders will be asked to vote on the following matters, all as more particularly described in the Information Circular:
	(i)	to fix the number of directors of the Company at seven;
	(ii)	to elect the seven directors of the Company for the ensuing year;
	(iii)	to re-appoint the Company's auditor for the ensuing year and to authorize the directors of the Company to fix the remuneration to be paid to the auditor;
	(iv)	to re-approve the Company's stock option plan; and
	(v)	to transact such other business as may properly be transacted at the Meeting.

2.	The Company has satisfied all of the conditions to rely, and is relying, on the exemption provided by the Blanket Order from the requirement to send proxy-related materials to its shareholders.

3.	Electronic versions of the Notice of Meeting, Information Circular, the form of Proxy (for registered shareholders), and Voting Instruction Form (for non-objecting beneficial owners) and all other proxy-related materials (collectively, the "Proxy Related Materials"), as applicable
	(i)	have been filed and are available on the SEDAR+ website at www.sedarplus.ca under the Company's profile; and
	(ii)	are posted in a prominent location on the Company's website at https://prospectridgeresources.com/investors/ .

4.	The Company will also provide copies of the applicable Proxy-Related Materials by email to each shareholder who requests same while the strike is ongoing, at no charge. To do so, Shareholders may contact Meredith Eades at meredith.eades@prospectridgeresources.com or by phone at 604-670-7818 to request that a copy of the Proxy-Related Materials be emailed to you.

5.	As the electronic versions of the form of Proxy (for registered shareholders) and Voting Instruction Form (for non-objecting beneficial owners) do not contain control numbers, they cannot be voted online or by phone. These electronic forms must be physically completed, signed, and returned to the Company's transfer agent, Odyssey Trust Company, by:
	(i)	Physical delivery or facsimile (details in the Information Circular);
	(ii)	Email to proxy@odysseytrust.com .

5.	In the alternative:
	(i)	If you are a registered shareholder, you may also contact the Company's Transfer Agent, Odyssey Trust Company, at Direct Dial (all regions): 1-587-885-0960; US & Canada (toll-free): 1-888-290-1175 to verify your identity and obtain instructions and assistance in voting your shares;
	(ii)	If you are a beneficial shareholder, who holds their investment through a brokerage house, depository company or other intermediary, you may also attempt to contact such brokerage house, depository company or other intermediary for instructions and assistance in voting your shares.

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