Seahawk signs definitive agreements for acquisitions

Executive Summary

• Seahawk Ventures Inc. has entered into definitive share exchange agreements to acquire two private companies (SRG and SRGM), effectively acquiring Redline Minerals Inc.'s portfolio of four exploration properties in Arizona and New Mexico. This transaction constitutes a fundamental change for Seahawk and is intended to reactivate it as an exploration issuer.
• Concurrently, Seahawk is discontinuing a previous financing plan in favor of a new non-brokered financing of subscription receipts to raise $2.5 million in gross proceeds.
• Trading in Seahawk shares is currently halted pending regulatory approval and the completion of the transaction, which is anticipated to close no later than June 30, 2026.

Key Details

• Transaction Structure: Seahawk is acquiring all issued and outstanding shares of Sunridge Gold Corp. (SRG) and Sunridge Mining Corp. (SRGM) via share exchange agreements dated Feb. 19, 2026.
• Acquisition Consideration (SRG): Seahawk will issue 5,000,000 common shares to SRG shareholders. The shares are valued at a deemed price of $0.35 per share. SRG holds all securities of USCo (the entity holding the mineral properties).
• Acquisition Consideration (SRGM): Seahawk will issue 25,000,000 common shares to SRGM shareholders, also valued at a deemed price of $0.35 per share.
• Escrow and Milestones: The 25,000,000 shares issued for SRGM are subject to a performance-based escrow agreement. Shares are deposited into escrow until exploration milestones are achieved. If milestones are not met within five years of closing, remaining shares are cancelled and returned to treasury.
• Financing Details:
  • Type: Non-brokered financing of subscription receipts.
  • Gross Proceeds: $2.5 million.
  • Quantity: Up to 7,142,857 subscription receipts.
  • Price: $0.35 per subscription receipt.
  • Terms: Each receipt entitles the holder to one Seahawk share upon satisfaction of escrow release conditions.
  • Hold Period: Four months and one day from issuance.
  • Use of Proceeds: Exploration activities on USCo’s properties, reviewing additional acquisition opportunities, and general working capital.
  • Escrow Release: Funds held in a segregated account and released to the issuer no later than the 180th day following closing, contingent on shareholder/regulatory approvals (including CSE listing approval).
  • Failure to Close: If conditions are not met by the deadline or if Seahawk abandons the transaction, subscription receipts are cancelled, and funds are refunded to holders (with Seahawk liable for any shortfall).
• Target Assets (USCo Portfolio):
  • McNary Property: Gold exploration project, 31 staked mineral claims, Arizona.
  • Boston-Arizona Property: Zinc-polymetallic exploration project, 6 staked mineral claims, Arizona.
  • Lonepine Property: Gold-tellurium exploration project, 16 staked mineral claims, New Mexico.
  • Winston Property: Gold-silver exploration project, 15 staked mineral claims, New Mexico.
• Corporate Changes:
  • Seahawk intends to change its name to "Seahawk Gold Corp." concurrently with the transaction.
  • Current directors and management will remain; SRG has the right to nominate two additional directors.
  • No new insiders are expected other than Redline nominees.
• Conditions Precedent: Due diligence, CSE approval for transactions and listing, completion of required financing, and shareholder consent (required due to fundamental change).
• Trading Status: Trading is halted until CSE accepts required documentation and grants permission to resume trading.

Notable Quotes

• "The acquisitions of the SRG companies will result in Seahawk acquiring Redline's portfolio of four gold, silver, zinc and copper exploration properties located in Arizona and New Mexico, and is intended to result in the reactivation of Seahawk as an exploration issuer and will constitute a fundamental change of Seahawk under the policies of the Canadian Securities Exchange."