Mr. Giovanni Gasbarro reports

SEAHAWK ANNOUNCES DEFINITIVE AGREEMENTS FOR PROPOSED ACQUISITION OF ARIZONA AND NEW MEXICO PROPERTY PORTFOLIO

Seahawk Ventures Inc., further to its news release dated Oct. 29, 2025, has entered into two binding share exchange agreements for the acquisition of two private companies (the SRG companies) to replace and supersede its Oct. 27, 2025, letter of intent, following a reorganization of Redline Minerals Inc.

The acquisitions of the SRG companies will result in Seahawk acquiring Redline's portfolio of four gold, silver, zinc and copper exploration properties located in Arizona and New Mexico, and is intended to result in the reactivation of Seahawk as an exploration issuer and will constitute a fundamental change of Seahawk under the policies of the Canadian Securities Exchange.

Subject to satisfaction or waiver of all conditions precedent to the transactions, Seahawk anticipates that the transactions will be completed no later than June 30, 2026. There can be no assurance that the transactions will be completed on the terms proposed above or at all.

Trading in the common shares of Seahawk is currently halted in accordance with the policies of the CSE and will remain halted until such time as all required documentation in connection with the transactions has been filed with and accepted by the CSE and permission to resume trading has been obtained from the CSE.

Summary of the transactions

Pursuant to a share exchange agreement dated Feb. 19, 2026, between Seahawk, Redline, Sunridge Gold Corp. (SRG), a private B.C. company, Sovereign Minerals Inc. (USCo) and the shareholders of SRG, Seahawk will acquire all of the issued and outstanding shares of SRG in consideration of the issuance of five million common shares in the capital of Seahawk, representing one Seahawk share for each common share in the capital of SRG held, each at a deemed value of 35 cents per Seahawk share. SRG holds all of the issued and outstanding securities of USCo, following a reorganization completed by Redline.

Pursuant to a share exchange agreement dated Feb. 19, 2026, between Seahawk, Sunridge Mining Corp. (SRGM), a private Arizona company, and the shareholders of SRGM, Seahawk will acquire all of the issued and outstanding shares of SRGM in consideration of the issuance of 25 million Seahawk shares, each at a deemed value of 35 cents per Seahawk share. SRGM has entered into an exclusive mineral properties operating agreement with SRG, pursuant to which SRGM will operate, manage and develop the McNary property, held by USCo.

The consideration shares issuable pursuant to the SRGM agreement will, in addition to applicable resale restrictions under securities laws, be subject to performance based escrow agreement, such that the consideration shares will be deposited into escrow until the achievement of certain exploration based milestones being achieved. In the event that any milestones have not been achieved on or before the date that is five years following the closing of the transactions, any consideration shares remaining in escrow would be cancelled and returned to treasury.

As the transaction constitutes a fundamental change of Seahawk, approval from Seahawk's shareholders will be required to be sought either via written consent or at a shareholders meeting to be held for that purpose on a future date to be determined. Upon completion of the transaction, SRG, SRGM and USCo would become wholly owned subsidiaries of the resulting issuer.

The proposed transactions are arm's-length transactions. No advances to be made by Seahawk are contemplated and no finders' fees are payable in connection with the transactions.

Seahawk previously announced on Oct. 24, 2025, its intention to change its name to Seahawk Gold Corp., which will be completed concurrently with the transactions.

Other than nominees to the board and management of the resulting issuer selected by Redline and Redline itself, no new insiders are expected to be created as a result of the transaction.

The completion of the transactions will be subject to the satisfaction of various conditions as are standard for a transaction of this nature, including, but not limited to: (i) completion of due diligence investigations; (ii) approval from the CSE for the transactions and the listing of all applicable securities in connection with the transaction; (iii) completion of such amount of the financing (as defined below) as may be required for listing; and (iv) receipt of all requisite corporate, and shareholder consents and approvals.

Financing

The company has determined to discontinue its previously announced non-brokered financing (see news release dated Oct. 24, 2025) in favour of a non-brokered financing of subscription receipts.

The financing is intended to raise aggregate gross proceeds of $2.5-million through the sale of up to 7,142,857 subscription receipts at a price of 35 cents per subscription receipt.

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 Seahawk share. The subscription receipts to be issued pursuant to the financing will be subject to a four-month-and-one-day hold period from issuance in accordance with applicable securities laws and the policies of the CSE.

The gross proceeds of the financing will be held in a segregated account of the company. The escrowed funds will be released from escrow to the resulting issuer, upon satisfaction of the following conditions, no later than the 180th day following the closing date, including receipt of all required shareholder and regulatory approvals, including without limitation the conditional approval of the CSE for the listing of the shares of the resulting issuer and 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.

The financing may be closed in one or more tranches at the discretion of the company.

Finders' fees may be payable on all or any portion of the financing, which is subject to regulatory and exchange approval. The proceeds of the financing will be used for exploration activities on USCo's mineral properties, as well as the company's existing mineral property portfolio, reviewing additional mineral property acquisition opportunities and general working capital purposes.

Proposed directors and officers of the resulting issuer

As indicated above, it is currently anticipated that all of the current directors and management of Seahawk will remain in place following the transaction. SRG has the right to select two additional nominees to the board of the resulting issuer, which persons will be determined and outlined in a further release.

Information concerning USCo

As previously disclosed, USCo holds four mineral properties in Arizona and New Mexico as follows: (a) the McNary property, a gold exploration project comprising 31 staked mineral claims, located in Arizona; (b) the Boston-Arizona property, a zinc-polymetallic exploration project comprising six staked mineral claims, located in Arizona; (c) the Lonepine property, a gold-tellurium exploration project comprising 16 staked mineral claims, located in New Mexico; and the Winston property, a gold-silver exploration project comprising 15 staked mineral claims, located in New Mexico.

Further information

Seahawk will issue further nes releases providing further details in respect of the proposed transactions in accordance with the policies of the CSE. A copy of the SRG agreement and the SRGM agreement will be filed on SEDAR+ with this news release.

Additional details, including further information, including financial information, on the businesses of SRGM, SRG, USCo and the resulting issuer, will follow in the listing statement of the resulting issuer, to be prepared in accordance with applicable securities legislation and the listing requirements of the CSE.

Investors are cautioned that, except as disclosed in such disclosure documents, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.

We seek Safe Harbor.