Seahawk Announces Proposed Acquisition of Arizona and New Mexico Property Portfolio

Executive Summary

• Seahawk Ventures Inc. entered into a non‑binding Letter of Intent to acquire the U.S. subsidiary of Redline Minerals Inc., which holds four gold and zinc exploration properties in Arizona and New Mexico.
• The proposed consideration is 15,500,000 Seahawk common shares at an implied $0.40 per share, subject to escrow and milestone‑based release provisions.
• Completion of the transaction will trigger a “Fundamental Change” under CSE policy, requiring shareholder approval; trading in Seahawk’s shares is currently halted pending further approvals.

Key Details

• Transaction Structure:
• Seahawk to issue an aggregate of 15,500,000 common shares (the “Consideration Shares”) at a deemed price of $0.40 per share as consideration for the issued and outstanding securities of Redline’s U.S. subsidiary (“US Co”).

• Consideration Shares will be placed in escrow for three years with releases of 10 % at closing and 15 % every six months thereafter, subject to negotiated milestones.

• Board Rights:

• Upon achievement of certain milestones, Redline will have the right to appoint two individuals to the board of the resulting issuer (the “Resulting Issuer”).

• Closing Timeline & Conditions:

• Definitive agreement expected on or before 26 December 2025; final structure may change based on tax, financial and other considerations.

• Transaction subject to satisfactory due‑diligence, CSE approval, corporate and shareholder consents, and standard closing conditions.

• Shareholder Approval:

• Because the deal constitutes a “Fundamental Change,” Seahawk must obtain shareholder approval either by written consent or at a special meeting to be scheduled later.

• Financing Context:

• Seahawk is concurrently pursuing a non‑brokered financing of up to $2,000,000 via 5,000,000 units at $0.40 per unit (each unit = one common share + half a warrant).

• Proceeds from the financing may be used partially for exploration on the US Co properties; however, completion of the financing is not a condition to closing the acquisition and vice‑versa.

• Property Portfolio Acquired:

• MCNARY (Arizona) – gold exploration, 31 staked claims.
• BOSTON‑ARIZONA (Arizona) – zinc‑polymetallic, 6 staked claims.
• LONEPINE (New Mexico) – gold‑tellurium, 16 staked claims.

• WINSTON (New Mexico) – gold‑silver, 15 staked claims.

• Trading Halt:

• Shares are currently halted due to a previously announced (now terminated) transaction; trading is expected to resume later this week and will be re‑halted upon execution of the definitive agreement until all required filings are made with the CSE.

• Other Provisions:

• No advances or finder's fees are contemplated in connection with the acquisition.
• Existing Seahawk directors and management are anticipated to remain in place; Redline may add two board nominees only.

Notable Quotes

• “The proposed acquisition will re‑activate Seahawk as an exploration issuer and positions us to advance a portfolio of high‑potential gold and zinc projects in the southwestern United States.” – Giovanni Gasbarro, CEO & Director, Seahawk Gold Corp.