Mr. Justin Hanka reports

UPDATE ON THE ACQUISITION OF HARDENBROOK GROUP

Blackhawk Growth Corp. has provided an update on the proposed acquisition of Hardenbrook Group Pty. Ltd.

Since the acquisition was announced in May, 2023, Hardenbrook has progressed substantially with the following developments:

1. Hardenbrook has been focusing on IP (intellectual property) acquisition, development and commercialization activities. It has consolidated the medical AI assets of Asthmatic AI, Autism AI and Mood AI into a holding company, Life AI. It has provided financing to Asthmatic AI that has allowed it to enroll the first 50 participants into its clinical trial for predicting asthma attacks. It is targeting 300 participates in total for this trial.

Life AI is building a portfolio of medical AI assets that address large medical conditions in the community. For instance, according to the Centers for Disease Control and Prevention reported 25 million (7.7 per cent of the United States population) had asthma in 2021 and over 1,000 persons die from Asthma attacks globally each day.

Life AI is also in negotiations with a Tier 1 university to secure IP used to create a digital twin of a human heart. The research developed over several years was used to optimize a pacemaker before it can be implanted into patients. The innovative technology has a wide range of other applications including the ability for anyone to create a digital twin of their heart and use a mobile application for heart monitoring. Life AI is focused on creating technologies to optimize human performance, improve health outcomes of the sick and enhance wellness at scale.

2. Hardenbrook has signed a binding term sheet to acquire the units in two funds from a group of 23 investors. The funds have assets with a current market value of approximately $888,758, comprising listed and unlisted companies in Australia and Canada. Some of these companies include Sparc AI (CSE:SPAI), Haranga Resources (ASX: HAR), Mindbio Therapeutics (CSE: MBIO), unlisted Sienna Mining and several others. The acquisition will add these assets to Hardenbrook's balance sheet and provide cashflow as these assets are sold down over time. The fund manager is Shape Capital Pty. Ltd., a company operating under a financial services licence. Shape Capital receives fees that are comparable with other fund management businesses including a 2-per-cent annual management fee and 20-per-cent performance fee only after 10-per-cent performance hurdle. Director Anoosh Manzoori is the director and shareholder of Shape Capital. Directors Anoosh Manzoori and Justin Hanka are also investors and unit holders in the funds owning 1 per cent of the total number of units.

Hardenbrook Group's portfolio of five companies plus the value of the fund units is expected to provide Blackhawk with a strong foundation to build shareholder value.

To reflect the acquisition of the fund units, Blackhawk has signed an amendment to the existing share purchase agreement for the acquisition of Hardenbrook. The amendment provides that an additional 58,904,037 Blackhawk common shares will be issued in connection with the acquisition, for total consideration of 128,904,037 common shares.

Completion of the acquisition of Hardenbrook remains subject to the approval of the Canadian Securities Exchange, completion of a revised Form 2A listing statement and the satisfaction of customary closing conditions. In connection with the acquisition, Blackhawk also intends to undertake a concurrent financing, a share consolidation and a name change. Further details concerning the financing, consolidation and name change will be provided as soon as they have been finalized.

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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