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HAWK.V ·

Hawkeye Announces Clsoing of a Non-Brokered Private Placement

Financings

HAWKEYE Gold & Diamond Inc.

Suite 655 – 1771 Robson Street, Vancouver, BC, Canada V6G 3B7

Phone: (604) 908-8511 • www.hawkeyegold.com

TSX VENTURE EXCHANGE – HAWK / FRANKFURT EXCHANGE - HGT

May 26, 2026 TSX Venture Exchange Listed

Frankfurt Exchange Listed

News Release No. 398 - 2026

HAWKEYE ANNOUNCES CLSOING Of A NON-BROKERED PRIVATE PLACEMENT

NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR

FOR DISSEMINATION IN THE UNITED STATES

Vancouver, British Columbia, Canada - HAWKEYE Gold & Diamond Inc. (the “Company” or

"HAWKEYE") (TSX.V-HAWK; Frankfurt Ticker: HGT; WKN: A12A61 ISIN: CA42016R3027):

announces it has closed upon a non-brokered private placement (the “Offering”) previously announced on

March 3, 2026 (news release no . 397 – 2026) by selling 2,259,000 non-flow-through units (“Common

Units”) at a price of $0.05 per Common Unit. The Offering raised the Company total proceeds of $112,950.

Each common unit will consist of one common share of the Company and one-half of a transferable share

purchase warrant, with each such warrant entitling the holder to acquire one common share of the Issuer at

a price of $0.10 per common share for a period of twenty-four (24) months expiring on May 22, 2028..

If at any time after the closing date the Corporation’s common shares have a closing price of $0.15 (CDN)

or more per share for ten consecutive trading days on the TSX Venture Exchange (the “TSXV”), the

Corporation shall be entitled to give notice to the holders of the warrants issued pursuant to the common

units that such warrants will expire thirty days from the date of mailing of such notice or the news release

of such notice, unless such warrants are exercised before the expiry of that period, and in such event all

unexercised warrants will expire at 4:30 p.m. (Vancouver time) on the last day of such thirty day period.

None of the warrants issued pursuant to the offering will be listed for trading.

The common units and the underlying securities issued pursuant to the private placement offering are

subject to a four month plus one day hold period expiring on September 23 , 2026. Proceeds from the

financing will be used for general working capital purposes . A total of $3,600 and the issuance of 36,000

share purchase warrants exercisable at a price of $0.10 per share expiring May 22, 2028, were issued in

connection with this private placement for finders’ fees.

Insiders of the Company participated in the private placement, which is considered to be a “related party

transaction” within the meaning of TSXV Policy 5.9 (“ Policy 5.9”) and Multilateral Instrument 61 -101

Protection of Minority Security Holders in Special Transactions (“MI 61-101”) adopted in Policy 5.9. The

Company relied on the exemptions from the formal valuation and minority shareholder approval

requirements of MI 61 -101 contained in sections 5.5( b) and 5.7(1)( a) of MI 61 -101 in respect of related

party participation in the Offering , as neither the Company is listed on a “ specified market” nor does the

fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the

consideration for, the transaction, insofar as it involves the related parties, exceed 25% of the Company’s

market capitalization (as determined under MI 61-101).

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities

in the United States. The securities 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

- 2 -

HAWKEYE Gold & Diamond Inc.

Suite 655 – 1771 Robson Street, Vancouver, BC, Canada V6G 3B7

Phone: (604) 908-8511 • www.hawkeyegold.com

TSX VENTURE EXCHANGE – HAWK / FRANKFURT EXCHANGE - HGT

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 or an exemption from such registration is available.

About HAWKEYE

HAWKEYE Gold & Diamond Inc. is a junior mineral exploration and development company based in

Vancouver, British Columbia (BC), Canada. The Company owns a 100% interest in the Bonanza property,

which is a high-grade copper, gold, silver skarn/porphyry p rospect located on the northern region of

Vancouver Island, BC, Canada. The Company owns three 2% royalty interests which are subject to buy -

down provisions on the Railway, McBride and Todagin properties located in the Golden Triangle of

northwest BC. HAWKEYE's corporate mandate is to build strong asset growth and shareholder value

through the acquisition of low-cost, high-potential opportunities with discovery potential, and to manage

its business in an environmentally responsible manner w hile contributing to the local community and

economy.

HAWKEYE GOLD & DIAMOND INC.

Per:

“Greg Neeld”

President & CEO

Vancouver: (604) 908-8511

Email: [email protected]

Web Site: www.hawkeyegold.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of

the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Notes Regarding Forward Looking Statements

This News Release contains forward-looking statements. Forward-looking statements are statements that relate to future events.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our

or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future r esults,

levels of activity, performance or achievements expressed or implied by these forward -looking statements. While these forw ard-

looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment

regarding the direction of our industry, actual results will almost always vary, sometimes materially, from any estimates,

predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, the

Company does not intend to update any of the forward-looking statements to conform these statements to actual results.