Stroud Resources Ltd. Completes $2,000,000 Private Placement

TORONTO, Aug. 30, 2019 - Stroud Resources Ltd. (TSXV-SDR) (“Stroud” or “Company”) is pleased to announce that it has closed a non-brokered private placement of gross proceeds of $2,000,000.

The Company issued 3,909,939 units (each a “Unit”) at $0.15 per Unit for proceeds of $586,490.85 as of today and, upon confirmation at a shareholders meeting to the creation of a new control person and the acceptance by the TSX Venture Exchange (“Exchange”), an additional 9,423,394 Units will be issued for a total of 13,333,333 Units (the “Private Placement”). Each Unit consists of one common share of the Company (a “Common Share”) and ⅓ common share purchase warrant (a “Warrant”). Each whole Warrant is exercisable to purchase one Common Share at an exercise price of $0.15 until August 30, 2020.

Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, acquired the 3,909,939 Units pursuant to the Private Placement. Prior to the Private Placement, Mr. Sprott did not beneficially own or control any securities of the Company. As a result of the Private Placement, Mr. Sprott beneficially owns and controls 3,909,939 Common Shares of the Company and 1,303,313 Warrants representing approximately 16.6% of the issued and outstanding Common Shares of Stroud on a non-diluted basis and approximately 21.0% on a partially diluted basis.

The Units were acquired by Mr. Sprott, through 2176423 Ontario Ltd. for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities of the Company including on the open market or through private acquisitions or sell securities of the Company including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. A copy of 2176423 Ontario Ltd.’s early warning report will appear on the Company's profile on SEDAR and may also be obtained by calling (416) 362-7172 (200 Bay Street, Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J1).

All securities issued pursuant to the Private Placement will be legended with a hold period of four months and one day from the date of issuance.

The net proceeds raised through the issue of Units will be to advance the Company’s exploration properties located in Mexico and for general working capital purposes.

The Company paid finder’s fees in a cash commission equal to 7% of aggregate proceeds from the sale of Units sourced by the finder as well as finder’s warrants (the “Finder’s Warrants”) in an amount which is equal to 7% of the aggregate number of Units sourced by the finder pursuant to the Private Placement. Each Finder’s Warrant is exercisable to purchase one Common Share at an exercise price of $0.20 until August 30, 2021.

The Company would also like to announce that it intends to issue 3,857,605 Common Shares valued at $0.15 per Common Share to creditors of the Company as payment of director fees, management fees, advances and accounts payable (the “Shares for Debt Transaction”). The Common Shares issued pursuant to the Shares for Debt Transaction will be legended with a hold period of four months and one day from the date of issuance. Of which, 2,911,664 of the Shares for Debt Transaction are being issued to settled debts of officers or directors of the Company (the “Insider Debt Settlement”).

The Insider Debt Settlement is considered a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The Insider Debt Settlement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Common Shares to be issued to the Insider, nor the fair market value of the services provided by them, exceeds 25% of the Company’s market capitalization. The Insider Debt Settlement is subject to the approval of the TSX Venture Exchange. The securities issued will be subject to a hold period of four months and a day.

About Stroud Resources Ltd.
Stroud Resources is a TSXV listed company focused on the exploration and development of its Santo Domingo epithermal silver-gold project in central Mexico.

For more information please visit www.stroudsilver.com

ON BEHALF OF THE BOARD OF DIRECTORS OF Stroud Resources Ltd.

Mirsad Jakubovic
CFO and Director
416-888-8731

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