Seahawk Announces Proposed Acquisition of Arizona and New Mexico Property Portfolio

Rhea-AI Summary

Seahawk (OTC:SEHKF) entered a letter of intent dated October 27, 2025 to acquire a U.S. subsidiary of Redline Minerals that holds a four-property gold and zinc portfolio in Arizona and New Mexico, which would reactivate Seahawk as an exploration issuer and constitute a Fundamental Change under CSE rules.

Consideration would be 15,500,000 common shares at a deemed $0.40 per share with a three-year escrow (10% on close, then 15% every six months). A definitive agreement is targeted by December 26, 2025. Seahawk also proposes a non-brokered financing of up to $2,000,000 via 5,000,000 units at $0.40 per Unit.

Positive

• Consideration issued: 15,500,000 shares at $0.40 (implied $6.2M)
• Financing planned: up to $2,000,000 via 5,000,000 units at $0.40
• U.S. mineral portfolio: four properties totaling 68 staked claims

Negative

• Consideration escrow: three-year hold with limited immediate liquidity
• Transaction conditional: subject to due diligence, CSE approval, and shareholder consent

Vancouver, British Columbia--(Newsfile Corp. - October 29, 2025) - Seahawk Ventures Inc. (CSE: SEAG.X) ("Seahawk"), is pleased to announce that it has entered into a letter of intent dated October 27, 2025 (the "LOI") with Redline Minerals Inc. ("Redline"), a private British Columbia company, to acquire a U.S. 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 a "Fundamental Change" of Seahawk under the policies of the Canadian Securities Exchange (the "CSE").

Trading in the common shares of Seahawk is currently halted in connection with Seahawk's previously announced and now terminated transactional with Alluvial Capital Corp. and Flex GPU Inc. (see news release dated October 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 US Co, Seahawk 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 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. Further details concerning the proposed Transaction (including additional financial and shareholder information regarding US 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 via written consent or at a shareholder's meeting to be held for that purpose on a future date to be determined. Upon completion of the Transaction, US Co would become a wholly-owned subsidiary of the Resulting Issuer.

No advances to be made by Seahawk are contemplated and no finder's fees are payable in connection with the Transaction. Seahawk previously announced on October 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 (the "Financing"), see release dated October 24, 2025, may be directed to the properties held by US 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 $2,000,000 through the sale of up to 5,000,000 units (each a "Unit") at a price of $0.40 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 $0.80 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.

Finder's 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.

This news release does not constitute an offer to sell and is not a solicitation of an offer to buy any securities in the United States. The securities of Seahawk have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws unless pursuant to an exemption from such registration.

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 US Co

US Co holds four mineral properties in Arizona and New Mexico (the "Portfolio") as follows:

(a) MCNARY Property, a gold exploration project comprised of 31 staked mineral claims located in Arizona, USA,

(b) BOSTON-ARIZONA Property, a zinc-polymetallic exploration project comprised of 6 staked mineral claims located in Arizona, USA,

(c) LONEPINE Property, a gold-tellurium exploration project comprised of 16 staked mineral claims located in New Mexico, USA, and

(d) WINSTON Property, a gold-silver exploration project comprised of 15 staked mineral claims located in New Mexico, USA.

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 US 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.

Forward-Looking Statements

This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Seahawk with respect to future business activities. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: expectations regarding whether the Transaction will be consummated on the terms as currently contemplated or at all; whether the Financing will be completed on the terms contemplated or at all; whether the Transaction and the insiders of the Resulting Issuer will be acceptable to the CSE; whether the conditions precedent to the Transaction will be completed, including whether conditions to the consummation of the conditions precedent to the Transaction will be satisfied, or the timing for completing the Financing or Transaction and the conditions precedent to the Transaction and the proposed use of proceeds for the Financing.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Seahawk's management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Seahawk believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Transaction and/or the conditions precedent to the Transaction; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Transaction and/or the conditions precedent to the Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Transaction and/or the conditions precedent to the Transactions on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; the ability of the parties to raise sufficient capital to complete the Financing; and the diversion of management time on the Transaction and/or the conditions precedent to the Transactions. This forward-looking information may be affected by risks and uncertainties in the business of Seahawk, US Co and market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Seahawk has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Seahawk does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

On behalf of the Board of Directors

Giovanni Gasbarro
CEO and Director

Telephone: (604) 939-1848

About Seahawk Gold Corp.

Seahawk Gold Corp. is a publicly traded Canadian resource exploration company trading in Canada (CSE: SEAG.X), the U.S. (OTC Pink: SEHKF). Seahawk is the 100% owner four properties along the Urban-Barry Greenstone Belt in the Abitibi sub province of mining friendly Quebec, Canada.

Cautionary Statements

Completion of the Transaction is subject to a number of conditions, including but not limited to, CSE acceptance and if applicable pursuant to CSE requirements, majority of the minority shareholder approval. Where applicable, the Transactions cannot close until the required shareholder approval is obtained. There can be no assurance that the Transactions will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular and listing statement to be prepared in connection with the Transactions, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/272452

FAQ

What did Seahawk (SEHKF) announce on October 29, 2025 about an acquisition?

Seahawk announced a LOI to acquire a U.S. subsidiary of Redline holding four gold and zinc properties, subject to a definitive agreement by Dec 26, 2025.

How many shares will Seahawk issue to acquire Redline's U.S. subsidiary under the LOI?

Seahawk would issue 15,500,000 common shares at a deemed price of $0.40 per share as consideration.

What are the escrow and release terms for the Consideration Shares in the Seahawk deal?

Consideration Shares are subject to a three-year escrow with 10% released on closing and 15% released every six months thereafter.

What financing did Seahawk propose alongside the October 2025 acquisition LOI?

Seahawk intends a non-brokered financing to raise up to $2,000,000 through 5,000,000 Units at $0.40 per Unit, each Unit including one share and one-half warrant.

Which U.S. properties are included in the portfolio Seahawk intends to buy (SEHKF)?

The portfolio includes MCNARY (31 claims, Arizona), BOSTON-ARIZONA (6 claims, Arizona), LONEPINE (16 claims, New Mexico), and WINSTON (15 claims, New Mexico).

When will Seahawk trading be halted or resumed in relation to the proposed transaction?

Trading was halted pending prior transactions and is expected to resume later the week of the release; trading will be halted again upon execution of a definitive agreement until required CSE filings are completed.