Seahawk Closes First Tranche of Concurrent Financing Raising $448,000

Canadian Securities Exchange
Trading Symbol: SEAG.X

Vancouver, British Columbia, Seahawk Ventures Inc. (“Seahawk” or the “Company”), is pleased to announce further to its press release dated May 27, 2026, it has closed an initial tranche of its previously announced private placement (the “Concurrent Placement”) of subscription receipts (each a “Subscription Receipt”). The Concurrent Placement is being undertaken in connection with the proposed reverse take-over transaction involving the acquisition by the Company of Sunridge Gold Corp. and Sunridge Mining Corp. (the “Transactions”).

An aggregate of 1,280,000 Subscription Receipts were sold at a price of $0.35 per Subscription Receipt generating aggregate gross proceeds of $448,000.

Each Subscription Receipt will entitle the holder, without payment of any additional consideration and upon satisfaction of Escrow Release Conditions (defined below), to receive one unit (each a “Unit”).

Each Unit will comprise on common share of the company (each a “Share”) and one half of one share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to acquire an additional Share at a price of $0.50 per Share for a period of three years following conversion of the Subscription Receipts. The Warrants will be subject to accelerated exercise provisions such that if the volume weighted average price of the Shares exceeds $1.00 for a period of 10 consecutive trading days, the Company may give notice of the acceleration of the Warrants’ term to a period of 30 days following such notice.

The Subscription Receipt issued in the initial tranche of the Concurrent Placement are subject to a statutory hold period expiring on October 24, 2026.

The gross proceeds of the Concurrent Placement (the “Escrowed Funds”) will be held in a segregated account of the Company. The Escrowed Funds will be released from escrow to the Company, upon satisfaction of the following conditions (collectively, the “Escrow Release Conditions”) no later than the 180th day following the date of closing (the “Escrow Release Deadline”), including receipt of all required shareholder and regulatory approvals, including without limitation the conditional approval of the CSE for the Transactions and the listing of the shares of the resulting issuer following completion of the Transactions.

If (i) the satisfaction of the Escrow Release Conditions does not occur on or prior to the Escrow Release Deadline, or such other date as may be mutually agreed to in writing among Seahawk and the subscribers, or (ii) Seahawk has advised the public that it does not intend to proceed with the Transactions (in each case, the earliest of such times being the “Termination Time”), then all of the issued and outstanding Subscription Receipts shall be cancelled and the Escrowed Funds shall be used to pay holders of Subscription Receipts an amount equal to the issue price of the Subscription Receipts held by them. If the Escrowed Funds are not sufficient to satisfy the aggregate purchase price paid for the then issued and outstanding Subscription Receipts, it shall be Seahawk’s sole responsibility and liability to contribute such amounts as are necessary to satisfy any such shortfall.

Aggregate finder’s fees of $35,000 were paid in cash in connection with the initial tranche of the Concurrent Placement and the Company issued an aggregate of 100,000 finder’s warrants (each a “Finder’s Warrant”). Each Finder’s Warrant is exercisable into a Unit at a price of $0.35 per Unit for a period of 24 months.

The Company expects to complete additional tranches of the Concurrent Financing in the coming weeks with the continued intent to raise aggregate gross proceeds of $1,000,000.

The Company will provide additional updates concerning the progress of the Transaction.

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 Transactions will be consummated on the terms as currently contemplated or at all; whether the Concurrent Placement will be completed on the terms contemplated or at all; whether the Transactions and the insiders of the Resulting Issuer will be acceptable to the CSE; whether the conditions precedent to the Transactions will be satisfied, or the timing for completing for additional tranches of the Concurrent Placement.

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 Transactions and/or the conditions precedent to the Transactions; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Transactions and/or the conditions precedent to the Transactions on the proposed terms and schedule; the potential impact of the announcement or consummation of the Transactions 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 Concurrent Placement; and the diversion of management time on the Transactions and/or the conditions precedent to the Transactions. This forward-looking information may be affected by risks and uncertainties in the business of Seahawk, Sunridge Mining Corp. and Sunridge Gold Corp. 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), 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.