Seahawk enters LOI to acquire Redline U.S. subsidiary

Mr. Giovanni Gasbarro reports SEAHAWK ANNOUNCES PROPOSED ACQUISITION OF ARIZONA AND NEW MEXICO PROPERTY PORTFOLIO Seahawk Ventures Inc. has entered into a letter of intent dated Oct. 27, 2025, with Redline Minerals Inc., a private B.C. company, to acquire a U.S. subsidiary of Redline, which holds interests in a group of four gold and zinc exploration properties located in Arizona and New Mexico, which 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. Trading in the common shares of Seahawk is currently halted in connection with Seahawk's previously announced and terminated transactional with Alluvial Capital Corp. and Flex GPU Inc. (see news release dated Oct. 24, 2025). Trading is expected to resume later this week. Upon the execution of a definitive agreement in respect of the transaction, trading in the common shares will be halted in accordance with the policies of the CSE and remain halted until such time as all required documentation in connection with the transaction has been filed with the CSE. Summary of the transaction Pursuant to the LOI, as consideration for the issued and outstanding securities of U.S. Co., Seahawk would issue an aggregate of 15.5 million common shares at a deemed price of 40 cents per share. The consideration shares will, in addition to applicable resale restrictions under securities laws, be subject to a three-year escrow with releases of 10 per cent upon closing and 15 per cent every six months thereafter. Upon the achievement of certain-to-be-negotiated milestones, Redline would have the right to appoint two individuals to the board of Seahawk. The LOI is a preliminary understanding only and is intended to be replaced with a definitive agreement with respect to the proposed transaction on or before Dec. 26, 2025. The final structure of the transaction is subject to change based on taxation, financial and other considerations to be reviewed by the parties. Further details concerning the proposed transaction (including additional financial and shareholder information regarding U.S. Co. and Redline) and other matters will be announced if and when a definitive agreement is reached. There can be no assurance that the transaction will be completed on the terms proposed above or at all. The completion of definitive agreement is subject to satisfactory due diligence results and satisfactory negotiations between the parties. As the transaction constitutes a fundamental change of Seahawk, approval from Seahawk's shareholders will be required to be sought either by written consent or at a shareholders meeting to be held for that purpose on a future date to be determined. Upon completion of the transaction, U.S. Co. would become a wholly owned subsidiary of the resulting issuer. No advances to be made by Seahawk are contemplated, and no finders' fees are payable in connection with the transaction. Seahawk previously announced on Oct. 24, 2025, its intention to change its name to Seahawk Gold Corp., which is unrelated to the transaction. Other than nominees to the board and management of the resulting issuer selected by Redline and Redline itself, no new insiders are expected to be created as a result of the transaction. The execution of a definitive agreement and completion of the transaction will be subject to the satisfaction of various conditions as are standard for a transaction of this nature, including, but not limited to: (i) completion of due diligence investigations; (i) approval from the CSE for the transaction and the listing of all applicable securities in connection with the transaction; and (iii) receipt of all requisite corporate and shareholder consents and approvals. Financing The company expects that a portion of the proceeds raised from its previously announced non-brokered financing (see news release dated Oct. 24, 2025) may be directed to the properties held by U.S. Co. The completion of the transaction is not conditional upon the completion of the financing, and the completion of the financing is in turn not conditional upon the completion of the transaction. As previously announced, Seahawk intends to complete the financing to raise up to $2-million through the sale of up to five million units at a price of 40 cents per unit. Each unit will consist of one common share and one-half of one share purchase warrant. Each whole warrant will entitle the holder to acquire an additional common share at a price of 80 cents per share for a period of one year. The units to be issued pursuant to the financing will be subject to a four-month-and-one-day hold period from issuance in accordance with applicable securities laws and the policies of the CSE. Finders' fees may be payable on all or any portion of the financing, which is subject to regulatory and exchange approval. The proceeds of the financing will be used for exploration activities, reviewing additional mineral property acquisition opportunities and general working capital purposes. Proposed directors and officers of the resulting issuer As indicated above, it is currently anticipated that all of the current directors and management of Seahawk will remain in place following the transaction. Redline has the right to select two additional nominees to the board of the resulting issuer, which persons will be determined and outlined in a further release. Information concerning U.S. Co. U.S. Co. holds four mineral properties in Arizona and New Mexico as follows: McNary property, a gold exploration project composed of 31 staked mineral claims located in Arizona, United States; Boston-Arizona property, a zinc-polymetallic exploration project composed of six staked mineral claims located in Arizona, United States; Lonepine property, a gold-tellurium exploration project composed of 16 staked mineral claims located in New Mexico, United States; and Winston property, a gold-silver exploration project composed of 15 staked mineral claims located in New Mexico, United States; Additional information on the portfolio will be provided in a subsequent release if and when a definitive agreement is reached. Further information Seahawk will issue further releases providing further details in respect of the proposed transaction in accordance with the policies of the CSE. Additional details, including further information including financial information, on the businesses of U.S. Co. and the resulting issuer, will follow in the listing statement of the resulting issuer, to be prepared in accordance with applicable securities legislation and the listing requirements of the CSE. Investors are cautioned that, except as disclosed in such disclosure documents, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. About Seahawk Gold Corp. Seahawk is a publicly traded Canadian resource exploration company trading in Canada and the United States. Seahawk is the 100-per-cent owner four properties along the Urban-Barry greenstone belt in the Abitibi subprovince of mining-friendly Quebec, Canada. We seek Safe Harbor.