SDR Stroud Resources Ltd

Stroud Resources Ltd. (TSXV-SDR) (“Stroud” or “Company”) is pleased to announce that it has closed the final tranche of its non-brokered private placement for gross proceeds of $2,000,000 (the “Private Placement”).

The Private Placement consisted of two tranches, pursuant to which the Company issued units (each a “Unit”) at $0.15 per Unit, with each Unit consisting of one common share of the Company (a “Common Share”) and ⅓ common share purchase warrant (a “Warrant”). Each whole Warrant issued in the first tranche which closed on August 30, 2019 (the “First Tranche”) is exercisable to purchase one Common Share at an exercise price of $0.15 until August 30, 2020. Each whole Warrant issued in the final tranche which closed on October 29, 2019 (the “Final Tranche”) is exercisable to purchase one Common Share at an exercise price of $0.15 until October 29, 2020. Pursuant to the First Tranche, the Company issued 3,909,939 Units for proceeds of $586,490.85.

Pursuant to Section 1.12 of the TSX Venture Exchange Policy 4.1, the Company held an annual and special meeting of shareholders on October 23, 2019 (the “Meeting”) to seek disinterested shareholder approval of the creation of a new control person. At the Meeting, the creation of a new control person was approved by 99.597% of the votes cast by the disinterested shareholders. Pursuant to the Final Tranche, the Company issued an additional 9,423,394 Units for a total issuance of 13,333,333 Units.

The subscriber to the Private Placement has acquired a total of 40.4% of the issued and outstanding Common Shares pursuant to the Private Placement.

The Private Placement has received conditional acceptance of the TSX Venture Exchange.

All securities issued pursuant to the Private Placement with 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 has extended the expiry date of 750,000 options to purchase Common Shares at the price of $0.50 per Common Share, from March 10, 2020 to December 31, 2021.

At the Meeting, Howard Atkinson, Grant Walsh, Scott Jobin-Bevans and Mirsad Jakubovic were all re-elected to the Board of Directors.

Further to its news release dated August 30, 2019, the Company would also like to announce that as of today’s date, it will 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”).

Pursuant to the requirements of the TSX Venture Exchange, the Company received disinterested shareholder approval of the Insider Debt Settlement at the Meeting. Messrs. Jakubovic and Atkinson were precluded from voting any shares owned by them directly or indirectly. At the meeting, the Insider Debt Settlement was approved by 99.348% of the votes cast by the disinterested shareholders.

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 Director416-888-8731

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