Seahawk ends tech deals, returns to gold exploration

Executive Summary

• Seahawk Ventures Inc. has terminated its previously announced share exchange agreements with Alluvial Capital Corp. and FlexGPU Inc. following the passing of Keith Talbot, a founder of both target entities.
• The company is pivoting its strategic focus back to its gold exploration portfolio, specifically its four properties in Quebec, and intends to change its name to Seahawk Gold Corp.
• To support this renewed focus, the company announced a non-brokered financing to raise up to $2.0 million through the sale of units at $0.40 per unit.

Key Details

• M&A Termination:
  • Terminated the share exchange agreement dated June 17, 2025, with Alluvial Capital Corp. and its shareholders.
  • Terminated the amended and restated share exchange agreement dated June 17, 2025, with FlexGPU Inc. and its shareholders.
  • Reason for termination: Passing of Keith Talbot, founder of both Alluvial and FlexGPU.
  • No penalties or termination fees are payable by Seahawk, Alluvial, or FlexGPU.
  • No advances were made by Seahawk to either party.
  • Trading was halted on June 18, 2025; resumption expected upon CSE approval.
• Strategic Shift & Name Change:
  • Company plans to return focus to its exploration portfolio.
  • Intends to change name from "Seahawk Ventures Inc." to "Seahawk Gold Corp."
  • Focus remains on four gold properties along the Urban-Barry greenstone belt in the Abitibi subprovince of Quebec.
• Financing Details:
  • Type: Non-brokered financing.
  • Gross Proceeds: Up to $2,000,000.
  • Units Offered: Up to 5,000,000 units.
  • Price: $0.40 per unit.
  • Composition: Each unit consists of one common share and one-half of one share purchase warrant.
  • Warrant Terms: Each whole warrant entitles the holder to acquire one additional common share at an exercise price of $0.80 per share.
  • Warrant Expiry: One year from issuance.
  • Hold Period: Four months and one day from issuance (per CSE/securities laws).
  • Use of Proceeds: Exploration activities, reviewing additional mineral property acquisition opportunities, and general working capital.
  • Fees: Finders' fees may be payable on all or any portion of the financing.
  • Approvals: Subject to regulatory and exchange approval.

Notable Quotes

• None explicitly quoted in the text, though the strategic pivot is described as being "in light of current economic conditions."