Original News Release
SEDAR Interim Financial Statements
1 SEAHAWK VENTURES INC. (Formerly Seahawk Gold Corp.) CONDENSED INTERIM FINANCIAL STATEMENTS (Unaudited) (Expressed in Canadian Dollars) FOR THE SIX MONTHS ENDED NOVEMBR 30, 2025 2 These unaudited condensed interim financial statements of Seahawk Ventures Inc. for the six months ended November 30, 2025 have been prepared by management and approved by the Board of Directors. These financial statements have not been reviewed by the Company's external auditors. 3 SEAHAWK VENTURES INC. (Formerly Seahawk Gold Corp.) CONDENSED INTERIM STATEMENTS OF FINANCIAL POSITION (Unaudited) (Expressed in Canadian Dollars) November 30, 2025 May 31, 2025 ASSETS Current Cash $ 30,834 $ 151,466 Amounts receivable 6,232 3,965 Prepaids 384 384 Exploration advances 529 459 Total current assets 37,979 156,274 Long-term exploration advance (Note 4) 96,400 96,400 Exploration and evaluation assets (Note 5) 1,200 - Total assets $ 135,579 $ 252,674 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Accounts payable and accrued liabilities $ 79,866 $ 100,946 Total current liabilities 79,866 100,946 Shareholders’ equity Share capital (Note 6) 9,311,186 9,251,186 Reserves (Note 6) 3,183,945 3,183,945 Deficit (12,439,418) (12,283,403) 55,713 151,728 Total liabilities and shareholders’ equity $ 135,579 $ 252,674 Nature and continuance of operations (Note 1) Proposed transactions and termination (Note 10) Approved and authorized on behalf of the Board on January 5, 2026: “Giovanni Gasbarro” Director “Bruno Gasbarro” Director The accompanying notes are an integral part of these financial statements. 4 SEAHAWK VENTURES INC. (Formerly Seahawk Gold Corp.) CONDENSED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (Unaudited) (Expressed in Canadian Dollars) Three Months Ended November 30, 2025 Three Months Ended November 30, 2024 Six Months Ended November 30, 2025 Six Months Ended November 30, 2024 OPERATING EXPENSES Management fees (Note 7) $ - $ 9,000 $ - $ 27,500 Office and miscellaneous 6,341 637 7,140 1,720 Professional fees 26,900 12,300 49,253 21,166 Shareholder cost and investor relations 10,159 1,250 71,149 12,575 Transfer agent and filing fees 3,581 3,508 16,076 10,323 Travel 12,397 - 12,397 - Loss and comprehensive loss for the period $ (59,378) $ (26,695) $ (156,015) $ (73,284) Basic and diluted loss per common share $ (0.00) $ (0.00) $ (0.00) $ (0.00) Weighted average number of common shares outstanding 36,774,916 36,587,416 36,721,637 36,587,416 The accompanying notes are an integral part of these financial statements. 5 SEAHAWK VENTURES INC. (Formerly Seahawk Gold Corp.) CONDENSED INTERIM STATEMENTS OF CASH FLOWS (Unaudited) (Expressed in Canadian Dollars) Six Months Ended November 30, 2025 Six Months Ended November 30, 2024 CASH FLOWS FROM OPERATING ACTIVITIES Loss for the period $ (156,015) $ (73,284) Item not involving cash: Consulting fee paid in shares 60,000 - Changes in non-cash working capital items: Receivables (2,267) 23,490 Prepaids (70) (118) Accounts payable and accrued liabilities (21,080) (20,934) Net cash used in operating activities (119,432) (70,846) CASH FLOWS FROM INVESTING ACTIVITIES Exploration and evaluation asset expenditures (1,200) (15,792) Net cash used in investing activities (1,200) (15,792) Change in cash for the period (120,632) (86,638) Cash, beginning of period 151,466 253,757 Cash, end of period $ 30,834 $ 167,119 Supplemental disclosure with respect to cash flows (Note 8) The accompanying notes are an integral part of these financial
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statements. 6 SEAHAWK VENTURES INC. (Formerly Seahawk Gold Corp.) CONDENSED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Expressed in Canadian Dollars) Number of Common Shares Share Capital Amount Reserves Deficit Total Balance, May 31, 2024 36,587,416 $ 9,251,186 $ 3,155,552 $ (10,076,735) $ 2,330,003 Loss for the period - - - (73,284) (73,284) Balance, November 30, 2024 36,587,416 9,251,186 3,155,552 (10,150,019) 2,256,719 Share-based compensation 28,393 - 28,393 Loss for the period - - - (2,133,384) (2,133,384) Balance, May 31, 2025 36,587,416 9,251,186 3,183,945 (12,283,403) 151,728 Shares issued for service 187,500 60,000 - - 60,000 Loss for the period - - - (156,015) (156,015) Balance, November 30, 2025 36,774,916 $ 9,311,186 $ 3,183,945 $ (12,439,418) $ 55,713 The accompanying notes are an integral part of these financial statements. SEAHAWK VENTURES INC. (Formerly Seahawk Gold Corp.) NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (Unaudited) (Expressed in Canadian Dollars) FOR THE SIX MONTHS ENDED NOVEMBER 30, 2025 7 1. NATURE AND CONTINUANCE OF OPERATIONS Seahawk Ventures Inc. (formerly Seahawk Gold Corp.) (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on January 16, 2007. The Company's registered and records office is located at suite 1700 – 666 Burrard Street, Vancouver, BC V6C 2X8 and its head office is located at 909 Bowron Street, Coquitlam, BC V3J 7W3. The Company currently holds a 100% interest in the Mystery Property, Touchdown Property, Xtra Point Property, and Blitz Property, all located in the Urban-Barry Greenstone Belt region within the Abitibi sub-province, Quebec, Canada (Note 5). These financial statements have been prepared with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations rather than through a process of forced liquidation. The Company incurred a loss of $156,015 for the six months ended November 30, 2025 and as of that date the Company’s accumulated deficit was $12,439,418 (May 31, 2025 - $12,283,403) The Company’s ability to continue as a going concern is dependent upon it ability to attain profitable operations, and to continue to raise funds or obtain borrowing from third parties sufficient to meet current and future obligations and/or restructure the existing debt and payables. While management intends to pursue additional financings and the Company has been successful in obtaining its required financing in the past, there is no assurance that such financing will be available or be available on favorable terms. An inability to raise additional financing may impact the future assessment of the Company as a going concern. The financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. These material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern. 2. BASIS OF PREPARATION Statement of compliance These unaudited condensed interim financial statements have been prepared in accordance with FIRS Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). Accordingly, these condensed interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”). These financial statements should be r
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ead in conjunction with the Company’s audited financial statements for the fiscal year ended May 31, 2025. Basis of measurement and presentation currency These financial statements have been prepared on a historical cost basis except for certain financial assets measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information. These financial statements are presented in Canadian dollars, which is also the functional currency of the Company. SEAHAWK VENTURES INC. (Formerly Seahawk Gold Corp.) NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (Unaudited) (Expressed in Canadian Dollars) FOR THE SIX MONTHS ENDED NOVEMBER 30, 2025 8 2. BASIS OF PREPARATION (cont’d…) Use of estimates and critical judgments The preparation of these financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported revenues and expenses during the year. Although management uses historical experience and its best knowledge of the amount, events or actions to form the basis for judgments and estimates, actual results may differ from these estimates. Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following: a) Impairment of exploration and evaluation assets The application of the Company’s accounting policy for exploration and evaluation assets requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. Management considers both internal and external sources of information when making the assessment of whether there are indications of impairment, including geological and metallurgic information, economic assessments and/or studies, future exploration programs budgeted or planned, and permitting. If, after the expenditure is capitalized, information becomes available suggesting that the recovery of the expenditure is unlikely, the amount capitalized is written off in the profit or loss in the period the new information becomes available. b) Share-based compensation Estimating the fair value of granted stock options requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected rate of forfeitures, expected life, price volatility, interest rate and dividend yield. Changes in the input assumptions can significantly affect the fair value estimate of the Company’s earnings and reserves. c) Taxes Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-re
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lated matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made. d) Going concern The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds to pay its ongoing operating expenditures, meet its liabilities for the ensuing year, and to fund planned and contractual exploration programs, involves significant judgment based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances. SEAHAWK VENTURES INC. (Formerly Seahawk Gold Corp.) NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (Unaudited) (Expressed in Canadian Dollars) FOR THE SIX MONTHS ENDED NOVEMBER 30, 2025 9 3. MATERIAL ACCOUNTING POLICY INFORMATION These condensed interim financial statements have been prepared according to the same accounting policies and are subject to the same areas of judgement, measurement estimates and uncertainties as those disclosed in Note 3 of the Company’s audited financial statements for the year ended May 31, 2025. 4. LONG-TERM EXPLORATION ADVANCE As of November 30, 2025, the Company has an advance of $96,400 (May 31, 2025 - $96,400) with a geological data and analysis company for exploration and evaluation expenditures. 5. EXPLORATION AND EVALUATION ASSETS – MINERAL PROPERTIES Touchdown Property Xtra Point Property Blitz Property Total Balance, May 31, 2024 $ 724,226 $ 18,669 $ 1,246,249 $ 1,989,144 Exploration Mining taxes - - 16,415 16,415 General exploration 600 - 600 1,200 Quebec mining tax credit - - (33,016) (33,016) Write-off of mineral properties (724,826) (18,669) (1,230,248) (1,973,743) Balance, May 31, 2025 - - - - Exploration General exploration - - 1,200 1,200 Balance, November 30, 2025 $ - $ - $ 1,200 $ 1,200 Touchdown Property, Quebec On August 2, 2017, the Company entered into a Property Purchase Agreement (the “Agreement”) with RSD Capital Corp. and Michel A. Lavoie (the “Vendors”) to acquire the Touchdown Property comprising 48 mineral claims in the Urban-Barry Greenstone Belt region within the Abitibi sub-province, Quebec, Canada. The Agreement provides that the Company will acquire a 100% interest in the Touchdown Property in consideration for payment to the Vendors of an aggregate of $60,000 (paid), and issuing total of 400,000 common shares (issued, valued at $156,000) of the Company. The Vendors will retain a 2% NSR on the Touchdown Property. The Company may elect to purchase one-half of the NSR from the Vendors for a payment of $1,000,000, thereby leaving the Vendors with the remaining 1%. The Company also issued 150,000 shares (valued at $58,500) as a finder’s fee in connection with the acquisition. SEAHAWK VENTURES INC. (Formerly Seahawk Gold Corp.) NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (Unaudited) (Expressed in Canadian Dollars) FOR THE SIX MONTHS ENDED NOVEMBER 30, 2025 10 5. EXPLORATION AND EVALUATION ASSETS – MINERAL PROPERTIES (cont’d…) Xtra Point Property, Quebec In April 2018, the Company acquired from an arm's length vendor a 100% interest in the Xtra Point Property located in the Urban BarryGold Camp, Barry Township, Québec. In consideration, the Company issued the vendor 10,000 common shares (issued, valued at $4,200). The vendor retains a 2% net smelter return royalty on the property. The Company has the option to reduce the royalty to a 0.5% net smelter return royalt
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y for a cash payment to the vendor of $1,000,000. Blitz Property, Quebec In August 2018, the Company entered into a property purchase agreement with Mitchell E. Lavery, a director of the Company, to acquire a 100% interest in the Blitz Property located in Urban-Barry Greenstone Belt, Quebec. As per the agreement, the Company is to pay Mr. Lavery $8,000 in cash (paid) and issue 1,650,000 shares (issued and valued at $627,000), subject to a 2.5% net smelter return royalty. Impairment As of May 31, 2025, the Company recognized impairment of $1,973,743 on the Touchdown Property, Xtra point Property and Blitz Property, due to a lack of significant exploration expenditure in the past two fiscal years. The Company still owns legal titles of all the properties. 6. SHARE CAPITAL AND RESERVES As at November 30, 2025, the Company has 36,774,916 (May 31, 2025 – 36,587,416) common shares outstanding. Share issuance On July 22, 2025, the Company issued 187,500 shares at a deemed price of $0.32 per share for a total of $60,000, to a company for capital advisory and consulting services. There was no share issuance during the year ended May 31, 2025. Stock options The Company has a stock option plan in place under which it is authorized to grant options to executive officers and directors, employees and consultants enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the plan, the exercise price of each option equals the market price of the Company's stock as calculated on the date of grant. The options can be granted for a maximum term of 5 years and vest at the discretion of the board of directors. On February 20, 2025, the Company granted incentive stock options to a consultant for the right to purchase up to an aggregate of 500,000 common shares of the Company, exercisable at a price of $0.30 per share for a period of 12 months. These options vested on the date of grant. The fair value ($28,393; $0.057 per option) of the stock options granted was determined by using Black Scholes model with the following assumptions: risk free interest rate of 2.67%; volatility of 71.95%; expected life of options 1 year; and dividend rate of 0%. SEAHAWK VENTURES INC. (Formerly Seahawk Gold Corp.) NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (Unaudited) (Expressed in Canadian Dollars) FOR THE SIX MONTHS ENDED NOVEMBER 30, 2025 12 6. SHARE CAPITAL AND RESERVES (cont’d…) Stock option transactions are summarized as follows: Number of Options Weighted Average Exercise Price Balance, May 31, 2024 1,600,000 $ 0.25 Granted 500,000 0.30 Expired (1,600,000) 0.25 Balance, May 31, 2025 and November 30, 2025 500,000 $ 0.30 As at November 30, 2025, the following options are outstanding and exercisable: Number of Options Exercise Price Expiry Date 500,000 $ 0.30 February 20, 2026 Warrants Warrant transactions are summarized as follows: Number of Warrants Weighted Average Exercise Price Balance, May 31, 2024 3,849,999 $ 0.55 Expired (3,849,999) 0.55 Balance, May 31, 2025 and November 30, 2025 - $ - SEAHAWK VENTURES INC. (Formerly Seahawk Gold Corp.) NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (Unaudited) (Expressed in Canadian Dollars) FOR THE SIX MONTHS ENDED NOVEMBER 30, 2025 13 7. RELATED PARTY TRANSACTIONS Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management p
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ersonnel consists of members of the Company’s Board of Directors and corporate officers. Except as disclosed elsewhere in the financial statements, during the six months ended November 30, 2025, the Company entered into the following transactions with related parties: (a) The Company paid or accrued management fee of $Nil (2024 - $12,500) to the Chief Financial Officer (“CFO”). (b) The Company paid or accrued management fees of $Nil (2024 - $15,000) to the Chief Executive Officer (“CEO”). Amounts due to related parties are unsecured, non-interest bearing and had no specific terms of repayment. 8. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS During the six months ended November 30, 2025, the Company issued 187,500 shares valued at $60,000 for services. There were no significant non-cash transactions during the six months ended November 30, 2024. 9. FINANCIAL AND CAPITAL RISK MANAGEMENT Fair value IFRS 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and, Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs). As at November 30, 2025, the Company’s financial instruments comprise cash, and accounts payable and accrued liabilities. The carrying values of cash and accounts payable and accrued liabilities approximate their fair values due to the relatively short periods to maturity of these financial instruments. The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below: Credit Risk Credit risk is the risk of financial loss because a counter party to a financial instrument fails to discharge its contractual obligations. The carrying amount of the Company’s financial instruments best represents the maximum exposure to credit risk. SEAHAWK VENTURES INC. (Formerly Seahawk Gold Corp.) NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (Unaudited) (Expressed in Canadian Dollars) FOR THE SIX MONTHS ENDED NOVEMBER 30, 2025 14 9. FINANCIAL AND CAPITAL RISK MANAGEMENT (cont’d…) Liquidity Risk The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at November 30, 2025, the Company had a cash balance of $30,834 (May 31, 2025 - $151,46657) and current liabilities of $79,866 (May 31, 2025 - $100,946). The Company has historically relied on equity and debt financings to satisfy its capital requirements and will continue to depend heavily upon equity capital and debt to finance its activities. There can be no assurance the Company will be able to obtain the required financing in the future on acceptable terms. Interest rate risk The Company is not exposed to risk in the event of interest rate fluctuations. The Company has not entered into any interest rate swaps or other financial arrangements that mitigate the exposure to interest rate fluctuations. Foreign currency risk The Company's functional currency is the Canadian dollar and the majority of its purchases are transacted in Canadian dollars. From time to time, the Company funds certain operations, explora
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tion and administrative expenses in US dollars on a cash call basis using US currency converted from its Canadian dollar bank accounts held in Canada. Management believes the foreign exchange risk derived from currency conversions is not significant and therefore does not hedge its foreign exchange risk. Equity price risk Equity price risk arises from market fluctuations in equity prices that could adversely affect the Company’s operations. The Company’s current exposure to equity price risk is limited to declines in the values and volumes including those of its own shares, which could impede its ability to raise additional funds when required. Capital management The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the identification and evaluation of assets or a business and once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval and acceptance by regulatory authorities. The Company relies mainly on equity issuances and loans from related parties to raise new capital. In the management of capital, the Company includes the components of shareholders’ equity. The Company prepares annual estimates of operating expenditures and monitors actual expenditures compared to the estimates in an effort to ensure that there is sufficient capital on hand to meet ongoing obligations. The Company’s investment policy is to negotiate premium interest rates on savings accounts or to invest its cash in highly liquid short-term deposits with terms of one year or less and which can be liquidated at any time without interest penalty. The Company will require additional financing in order to provide working capital to fund costs for the current year. These financing activities may include issuances of additional debt or equity securities. The Company currently is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management. SEAHAWK VENTURES INC. (Formerly Seahawk Gold Corp.) NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (Unaudited) (Expressed in Canadian Dollars) FOR THE SIX MONTHS ENDED NOVEMBER 30, 2025 15 10. PROPOSED TRANSACTIONS AND TERMINATION Letter of Intent (“LOI”) with Redline Minerals Inc. (“Redline”) On October 27, 2025, the entered into a LOI with Redline Minerals Inc. (“Redline”), a private British Columbia company, to acquire a subsidiary of Redline (the “US Co”) which holds interests in a group of four gold and zinc exploration properties located in Arizona and New Mexico (the “Transaction”), which is intended to result in the re- activation of Seahawk as an exploration issuer (the “Resulting Issuer”) and will constitute “Fundamental Change” of Seahawk under the policies of the Canadian Securities Exchange. Pursuant to the LOI, the Company would issue an aggregate of 15,500,000 common shares at a deemed price of $0.40 per share (the “Consideration Shares”). The Consideration Shares will, in addition to applicable resale restrictions under securities laws, be subject to a three year escrow with releases of 10% upon closing and 15% 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
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proposed Transaction on or before December 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. 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. Termination of proposed transactions with FlexGPU Inc. (“FlexGPU”) and Alluvial Capital Corp. (“Alluvia”) On February 14, 2025, the Company entered into a Share Purchase Agreement with two shareholders (the “Vendors”) of FlexGPU Inc. (“FlexGPU”) which owns a 10 acre of property in Williams County, North Dakota, United States of America. On June 17, 2025, the Company entered into an Amended and Restated Share Exchange Agreement (the “Amended Agreement”) with FlexGPU and its holders. Pursuant to the Amended Agreement, the Company will issue 4,450,000 shares to the shareholders of FlexGPU. On June 17, 2025, the Company entered into a binding Definitive Share Exchange Agreement (the “Alluvial Agreement”) with Alluvial Capital Corp. ("Alluvial") and its shareholders, which will involve the acquisition by the Company of all of the issued and outstanding shares of Alluvial (the "Transaction"). On October 22, 2025, both agreements were terminated and the Company has no further obligation.
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