Stroud Resources Ltd. Announces Share Consolidation and Private Placement

TORONTO, Aug. 23, 2019 - Stroud Resources Ltd. (TSXV-SDR) (“Stroud” or “Company”) announces that the board of directors passed a resolution to proceed with a consolidation of common shares of the Company on the basis of ten (10) pre-consolidated shares for one (1) post consolidated share (the “Consolidation”). The Consolidation was approved by the Company’s shareholders at the Annual and Special Meeting held on November 30, 2018. The transaction is subject to TSX Venture Exchange (“TSXV”) approval.

Currently, a total of 196,440,650 common shares are issued and outstanding. Accordingly, upon the Consolidation becoming effective, a total of approximately 19,644,065 common shares will be issued and outstanding. The Company’s new ISIN is CA8634433053 and its new CUSIP is 863443305. The effective date of the Consolidation will be determined by the TSXV.

TSX Trust Company (the “Transfer Agent”) will mail letters of transmittal to the shareholders providing instructions on exchanging pre-Consolidation share certificates for post- Consolidation share certificates. Shareholders are encouraged to send their share certificates, together with their letter of transmittal, to the Transfer Agent in accordance with the instructions in the letter of transmittal.

The Private Placement:

The Company proposes to issue, on a post-consolidated basis, up to 13,333,333 units at $0.15 per unit (the “Units”) for gross proceeds of up to $2,000,000. Each Unit will be comprised of one common share and one-third (⅓) of one common share purchase warrant, with each whole warrant exercisable into one common share at a price of $0.15 for a period of one (1) year from closing.

All securities will be subject to a four-month hold period from the closing date. The private placement is subject to the approval of the TSXV. Eligible finders (each a “Finder”) are entitled to a cash commission equal to 7% of proceeds from the sale of Units sourced by the Finder (the “Finder’s Commission”). In addition, the Company shall issue to the Finder, Finder’s Warrants (the “Finder’s Warrants”) exercisable at any time from the closing date to the day prior to the date that is 24 months following the closing date to acquire, in aggregate, that number of common shares of the Company which is equal to 7% of the aggregate number of Units sourced by the Finder issued pursuant to the offering at an exercise price equal to $0.20 per Finder’s Warrant.

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.

About Stroud Resources Ltd.
Stroud Resources is a TSX-V 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

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