Mr. Justin Hanka reports

BLACKHAWK GROWTH ANNOUNCES THE ACQUISITION OF HARDENBROOK AND BOARD CHANGES

Blackhawk Growth Corp. has entered into a share purchase agreement, dated effective May 29, 2023, in which it will acquire 100 per cent of Hardenbrook Group Pty. Ltd.

Hardenbrook is an investment company leading a portfolio of four companies to go public. Hardenbrook partners with world-class research-intensive organizations (including large Tier 1 universities) to identify valuable intellectual property to invest, commercialize and take public on stock exchanges in North America or a merger and acquisition exit.

Leveraging a merchant banking model, Hardenbrook incorporates new entities for each new project, provides access to intellectual property and products, installs experienced boards and management, and raises capital in its portfolio companies. It then takes its portfolio companies public or M&A. Unlike Blackhawk that has been acquiring companies by issuing new shares that dilutes value to all shareholders, Hardenbrook is the founder of each new portfolio company and does not need to dilute its share capital to grow its portfolio. Shareholders are not diluted and benefit each time Hardenbrook spins out and lists a new company.

Hardenbrook has cash and cash equivalents of $800,000 plus four portfolio subsidiaries in sectors of health care artificial intelligence, biopharma and agritech. Hardenbrook also owns 1.34 million shares in MindBio Therapeutics Corp. and is excited by the prospects of the two phase 2 clinical trials and is looking forward to the additional seven phase 1 results due this year. It will continue to hold MindBio shares. Hardenbrook's balance sheet will help recapitalize Blackhawk's balance sheet and provide a pathway for growth. Hardenbrook is also progressing all four of its portfolio companies simultaneously toward a spinout and listing.

Hardenbrook has been operating for over 18 months and the founders of Hardenbrook, Justin Hanka and Anoosh Manzoori, are the same founders of MindBio that recently went public. It is expected that each portfolio company under Hardenbrook will follow a similar pathway to MindBio. All Blackhawk shareholders will benefit by receiving new shares each time a portfolio company is listed. Hardenbrook's goal is to reward Blackhawk shareholders by completing multiple new spinouts and listings per year.

Blackhawk would also like to announce the resignations of Fred Pels as chief executive officer and director and Marc Lowenstein as non-executive director. The company would like to thank both for their contributions. Mr. Hanka has been appointed as the CEO of Blackhawk and the company would also like to announce the new appointments of Mr. Manzoori as non-executive director and chairman, Anthony Habberfield as non-executive director, and John Dinan as non-executive director.

Mr. Manzoori has extensive equity capital markets and M&A experience, having completed dozens of transactions involving new listings and private placements in Australia, Canada and the United States. Mr. Habberfield is an experienced investor and has a senior executive role at the largest insurance company in Australia, where he is responsible for the execution of its strategy and transformation program.

Mr. Hanka, CEO, said: "The acquisition of Hardenbrook will allow Blackhawk to scale its operations, spin out more listings and deliver greater value to all shareholders. The board changes will strengthen our capability and capacity to grow to create a leading investment issuer focused on investing and supporting innovative portfolio companies from a broad range of industries."

Mr. Manzoori, non-executive director and chairman, said: "Hardenbrook seeks opportunities that provide a positive impact on improving health and well-being at scale. We want to deliver exceptional results for our shareholders but also ensure our portfolio companies improves the lives of their stakeholders and customers."

Pursuant to the terms of a share purchase agreement, dated May 29, 2023, the company, to acquire all of the outstanding share capital of Hardenbrook, will issue 70 million common shares to the existing shareholders of Hardenbrook at a deemed price of five cents per share and 15 million warrants with an exercise price of 10 cents. No finders' fees or commissions were paid in connection with closing of the acquisition. The acquisition of Hardenbrook is subject to shareholder approval. Further updates will be provided to shareholders.

Background of Blackhawk Growth board:

Mr. Hanka (CEO)

Mr. Hanka is an experienced investment banking professional with expertise in local and cross-border mergers and acquisitions and capital markets transactions. With over 25 years helping early-stage disruptive companies grow and achieve their exit objectives, Mr. Hanka was previously CEO and senior executive of a number of high-growth early-stage companies that have achieved exits for founders and investors such as iSelect.com.au, which debuted on the Australian Securities Exchange with a $480-million market cap, and Helpmechoose sold to Mortgage Choice. Mr. Hanka has industry expertise in the health and pharmaceutical sector and working with fintechs, insurance and e-commerce companies. Mr. Hanka co-founded MindBio Therapeutics and serves as a director and its chief executive officer, is currently non-executive chairman at Blackhawk Growth, non-executive director of EonX, non-executive director of Eyefi and previously was non-executive director of Goldcar, a Europcar company. Mr. Hanka has also been a director of a number of health and pharmaceutical ventures, including a probiotics manufacturer, Fitness Australia, Fitness Victoria, the Private Health Insurance Intermediaries Association and a board adviser to Australian government-funded health commercialization initiatives.

Mr. Manzoori (non-executive director and chairman)

Mr. Manzoori has extensive investment banking experience across many verticals. His transactional experience includes equity capital markets, M&A, and private placements. With over 25 years of transactional experience, he has advised several cross-border transactions between Australia and Canada and the U.S. He has completed several private placements for many public companies, completed private to public M&A between Australia and Canada and the United States, and has also taken several companies public in North America. Mr. Manzoori also has extensive public company and board experience and serves as a director of five public companies. Prior to starting his investment banking career, he was awarded the entrepreneurial scholarship sponsored by Ernst & Young, The American Chamber of Commerce and Playford Capital before founding one of Australia's largest cloud hosting companies, reaching over 75,000 customers before selling the company to the largest listed software company in Australia, MYOB Ltd., in 2008. Mr. Manzoori holds a bachelor of science degree and a postgraduate degree of business enterprise and is also a member of the Australian Institute of Company Directors.

Mr. Haberfield (non-executive director)

Mr. Haberfield brings over 25 years of international experience in developing organizational strategy and executing large transformations in the financial services sector across the Asia Pacific region. He brings extensive capability in strategy development, project management, procurement, commercial management and driving simplification of complex businesses through emerging technology. Mr. Haberfield holds a bachelor of business (accounting) and an MBA from Deakin University. He is currently a director on the strategic advisory board for Latrobe Business School.

Mr. Dinan (non-executive director)

Mr. Dinan has held positions as chief financial officer and company secretary of listed and unlisted financial services entities as well as infrastructure investment groups. He has also been the chair of Australia's largest superannuation trustee company and also been the chief risk officer of a major listed trustee company. In this capacity, he ran the risk and compliance committees and implemented the frameworks that ensured compliance with the many ASIC and APRA licences. Mr. Dinan has also been a member of a number of consortiums that have bided for public offered infrastructure assets, typically heading up the finance and tax streams of the consortiums. A fellow of the Australian CPAs, Mr. Dinan resides in Melbourne and is currently the CFO of a private family office as well as the company secretary of a number of entities listed on the Canadian Securities Exchange.

About Blackhawk Growth Corp.

Blackhawk is an investment holding company looking to create substantial value for its shareholders through the acquisition and development of high-growth companies.

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