Seahawk Termines Proposed Change of Business, Plans Name Change and $2.0M Non-Brokered Financing

Executive Summary

• Seahawk Gold Corp. terminated its June 17, 2025 share‑exchange agreements with Alluvial Capital Corp. and FlexGPU Inc., with no penalties or fees incurred.
• The company will resume trading on the CSE once the exchange approves the lift of the halt caused by the aborted transactions.
• Seahawk announced a non‑brokered financing to raise up to $2,000,000 by issuing up to 5,000,000 units at $0.40 per unit, each unit consisting of one common share and half a warrant (full warrant = 1 additional share at $0.80 for one year). Proceeds will fund exploration, potential acquisitions, and working capital.

Key Details

• Termination of Agreements
• Share‑exchange agreement with Alluvial Capital Corp. (dated June 17, 2025) terminated.
• Amended & restated share‑exchange agreement with FlexGPU Inc. (dated June 17, 2025) terminated.

• No termination fees or penalties; no advances had been made by Seahawk to either party.

• Trading Halt

• Shares were halted on June 18, 2025 following the original transaction announcements.

• Trading is expected to resume on the CSE once the exchange lifts the halt.

• Corporate Re‑branding

• Company will change its name back to “Seahawk Gold Corp.” to reflect renewed focus on exploration.

• Financing Details

• Amount: Up to $2,000,000 gross proceeds.
• Units: Up to 5,000,000 units at $0.40 per unit.
• Unit Composition: 1 common share + ½ of a share purchase warrant (full warrant = right to buy 1 additional share at $0.80 for one year).
• Holding Period: Units subject to a four‑month‑and‑one‑day hold period from issuance per securities law and CSE policy.
• Finder’s Fees: May be payable on all or part of the financing.

• Use of Proceeds: Exploration activities, evaluation of additional mineral property acquisitions, and general working capital.

• Leadership Statement

• Giovanni Gasbarro, CEO & Director, signed on behalf of the Board of Directors.

Notable Quotes

“Following the termination of the Transactions, we are refocusing on our core exploration portfolio and moving forward with a financing that will support our growth objectives.” – Giovanni Gasbarro, CEO and Director.