Seahawk Announces Definitive Agreements for Proposed Acquisition of Arizona and New Mexico Property Portfolio

Executive Summary

• Seahawk Ventures Inc. entered into two binding share‑exchange agreements to acquire the SRG Companies, giving it control of Redline Minerals’ four exploration properties in Arizona and New Mexico and triggering a “Fundamental Change” on the CSE.
• The transactions will be completed no later than 30 June 2026, subject to shareholder approval, CSE clearance and financing; trading of Seahawk shares is currently halted.
• A non‑brokered financing of up to $2.5 million via subscription receipts at $0.35 each is being pursued to fund the acquisitions and related exploration activities.

Key Details

• Transaction Structure – Two separate share‑exchange agreements dated 19 Feb 2026:
• SRG Agreement: Seahawk will receive 5,000,000 common shares (1 Seahawk Share per SRG share) at a deemed value of $0.35 per Seahawk share for all issued and outstanding SRG shares.

• SRGM Agreement: Seahawk will receive 25,000,000 common shares (Consideration Shares) at the same $0.35 deemed value for all issued and outstanding SRGM shares.

• Escrow & Performance Conditions – Consideration Shares from the SRGM Agreement are placed in escrow until specified exploration milestones are met; if not achieved within five years post‑closing, remaining escrowed shares will be cancelled and returned to treasury.

• Resulting Issuer – Upon closing, SRG, SRGM and US Co become wholly‑owned subsidiaries of the “Resulting Issuer” (the re‑activated Seahawk as an exploration company).

• Shareholder Approval – Because the deal constitutes a Fundamental Change under CSE policy, approval will be sought from Seahawk shareholders via written consent or a special meeting.

• Financing Plan – Discontinuation of the previously announced non‑brokered financing; new financing consists of up to 7,142,857 subscription receipts at $0.35 each, targeting gross proceeds of $2,500,000.

• Each receipt converts into one Seahawk share upon satisfaction of escrow release conditions (no later than the 180th day after closing).

• Funds will be held in escrow and released only after all regulatory, shareholder and CSE approvals are obtained; otherwise receipts are cancelled and investors refunded at issue price.

• Use of Proceeds – Financing proceeds will fund:

• Exploration on US Co’s four mineral properties (McNary, Boston‑Arizona, Lonepine, Winston).
• Review of additional acquisition opportunities.

• General working capital.

• Properties Acquired – The portfolio includes:

• MCNARY Property: Gold project, 31 claims in Arizona.
• BOSTON‑ARIZONA Property: Zinc‑polymetallic project, 6 claims in Arizona.
• LONEPINE Property: Gold‑tellurium project, 16 claims in New Mexico.

• WINSTON Property: Gold‑silver project, 15 claims in New Mexico.

• Corporate Changes – Seahawk plans to change its name to “Seahawk Gold Corp.” concurrent with the transactions; current directors and management will remain, with SRG entitled to nominate two additional board members.

• Trading Halt – Shares are halted per CSE policy pending filing of required documentation and receipt of CSE permission to resume trading.

Notable Quotes

“The acquisition of Redline’s portfolio and the associated financing represent a pivotal step in re‑activating Seahawk as an exploration issuer and delivering value to our shareholders.” – Giovanni Gasbarro, CEO & Director, Seahawk Gold Corp.