Seahawk Ventures Signs Definitive Agreements to Acquire Arizona and New Mexico Mineral Property Portfolio

CSE: SEAG.X | OTC Pink: SEHKF

Seahawk Ventures Inc. announced on February 23, 2026 that it has entered into two binding share exchange agreements for the acquisition of two private companies, replacing and superseding a previous letter of intent dated October 27, 2025. The transactions follow a reorganization of Redline Minerals Inc. and, according to the company, will constitute a "Fundamental Change" under the policies of the Canadian Securities Exchange.

Key Deal Details

Share Exchange Agreements

• Seahawk entered into two separate share exchange agreements, both dated February 19, 2026, to acquire Sunridge Gold Corp. ("SRG"), a private B.C. company, and Sunridge Mining Corp. ("SRGM"), a private Arizona company.
• Under the SRG Agreement, Seahawk will issue 5,000,000 common shares at a deemed value of $0.35 per share in exchange for all issued and outstanding shares of SRG. SRG holds all of the issued and outstanding securities of Sovereign Minerals Inc. ("US Co").
• Under the SRGM Agreement, Seahawk will issue 25,000,000 common shares ("Consideration Shares") at a deemed value of $0.35 per share for all issued and outstanding shares of SRGM.
• SRGM has entered into an exclusive mineral properties operating agreement with SRG to operate, manage, and develop the McNary Property held by US Co.

Performance Escrow

• The 25,000,000 Consideration Shares issued under the SRGM Agreement will be subject to a performance-based escrow agreement tied to exploration milestones.
• According to the company, any Consideration Shares remaining in escrow that have not met milestone conditions within five years of closing will be cancelled and returned to treasury.

Subscription Receipt Financing

• Seahawk announced a non-brokered financing of subscription receipts (the "Financing"), replacing its previously announced non-brokered financing from October 24, 2025.
• The Financing is intended to raise aggregate gross proceeds of $2,500,000 through the sale of up to 7,142,857 subscription receipts at a price of $0.35 per Subscription Receipt.
• Each Subscription Receipt will convert into one Seahawk Share upon satisfaction of Escrow Release Conditions, without additional consideration.
• Gross proceeds will be held in a segregated escrow account and released to the Resulting Issuer only upon receipt of all required shareholder and regulatory approvals, including conditional CSE listing approval.
• If escrow release conditions are not met within 180 days of closing, or if Seahawk advises it will not proceed, subscription receipts will be cancelled and holders refunded.

Property Portfolio

The transactions will result in Seahawk acquiring Redline's portfolio of four exploration properties in Arizona and New Mexico:

• McNary Property: A gold exploration project comprised of 31 staked mineral claims in Arizona.
• Boston-Arizona Property: A zinc-polymetallic exploration project comprised of 6 staked mineral claims in Arizona.
• Lonepine Property: A gold-tellurium exploration project comprised of 16 staked mineral claims in New Mexico.
• Winston Property: A gold-silver exploration project comprised of 15 staked mineral claims in New Mexico.

Market Note: CSE Fundamental Change

The transactions constitute a "Fundamental Change" under CSE policies, which requires shareholder approval to be sought either via written consent or at a future shareholders' meeting. Trading in Seahawk's common shares is currently halted in accordance with CSE policies and will remain halted until all required documentation has been filed and accepted by the CSE and permission to resume trading has been obtained. The company anticipates the transactions will be completed no later than June 30, 2026, subject to customary conditions including due diligence, CSE approval, completion of the Financing, and receipt of all requisite corporate and shareholder consents.

Proposed Leadership

The company indicated that all current directors and management of Seahawk are expected to remain in place following the transaction. SRG has the right to select two additional nominees to the board of the Resulting Issuer, with those individuals to be announced in a subsequent release.

Giovanni Gasbarro serves as CEO and Director of Seahawk.

ArcStone's View

The proposed transactions represent a strategic pivot for Seahawk back toward active mineral exploration, with the acquisition of a diversified four-property portfolio spanning gold, silver, zinc, copper, and tellurium targets across Arizona and New Mexico. The performance-based escrow mechanism on the 25,000,000 Consideration Shares provides a structural safeguard, tying a significant portion of the deal consideration to exploration milestone achievement. The subscription receipt financing structure, with proceeds held in segregated escrow pending regulatory and shareholder approvals, offers additional investor protection during the interim period. Investors and market participants will be watching for CSE approval, completion of the Financing, the announcement of SRG's board nominees, and the filing of the Resulting Issuer's listing statement for further details on the combined entity's financial position and exploration plans.

Read the full press release here.

About Seahawk Gold Corp.

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

ArcStone Financial Pulse Team

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