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Sparrowhawk Opportunity closes $200,000 financing

2025-12-18 17:52 ET - News Release

Subject: SPARROWHAWK OPPORTUNITY CORP. ANNOUNCES CLOSING OF PRIVATE PLACEMENT FINANCING Word Document

File: '\\swfile\EmailIn\20251218 143837 Attachment Sparrowhawk - Press Release - closing of private placement - final.docx'

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

NEWS RELEASE

SPARROWHAWK OPPORTUNITY CORP. ANNOUNCES CLOSING OF PRIVATE PLACEMENT FINANCING

Vancouver, British Columbia - December 18, 2025 - Sparrowhawk Opportunity Corp. (the "Corporation" or "Sparrowhawk") (TSXV: SHK.P) is pleased to announce that it has closed its previously announced non-brokered private placement (the "Offering"). Pursuant to the Offering, 4,000,000 common shares at a price of $0.05 per share were issued, for gross proceeds of $200,000.

Approximately 33% of the net proceeds from the Offering will be used to pay outstanding invoices, including listing, legal and accounting fees, and the remaining balance will be used for general working capital purposes as the Corporation continues to pursue a Qualifying Transaction under the rules of the TSX Venture Exchange (the "TSXV").

All securities issued under the Offering are subject to a four-month-and-one-day statutory hold period in accordance with applicable Canadian securities laws. The Offering remains subject to final acceptance by the TSXV.

Early Warning Requirements

The following portion of this news release is issued pursuant to NI 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning report will be filed by Mr. Lilles in accordance with applicable securities laws and will be available on the Corporation's issuer profile on SEDAR+.

Prior to the completion of the Offering, Mr. Lilles had ownership of or exercised control or direction over 360,000 common shares. Mr. Lilles acquired 220,000 common shares at a price of $0.05 per common share through his participation in the Offering.

After completion of the Offering, Mr. Lilles holds 580,000 common shares or 12% of the outstanding common shares, on a non-diluted basis and fully diluted basis.

A finder's fee of $2,100 will be payable to Leede Financial Inc. as a finder in connection with the Offering.

Certain insiders of the Corporation (within the meaning of the rules and policies of the TSXV) (the "Insiders") have acquired an aggregate of 320,000 common shares of the Corporation in connection with the Offering. The Insiders' participation in the Offering therefore constitutes a "related-party transaction" within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation is relying on exemptions from the formal valuation and minority security holder approval requirements of the related-party rules set out in sections 5.5(b) and 5.7(b) of MI 61-101. The Corporation did not file a material change report more than 21 days before the closing of the Offering as the details of the Offering and the participation therein by each "related party" of the Corporation were not settled until shortly prior to the closing of the Offering, and the Corporation wished to close the Offering on an expedited basis for sound business reasons.

Sparrowhawk, a capital pool corporation within the meaning of the policies of the TSXV, does not have any operations and has no assets other than cash (which has been depleted to a negative working capital). The most recent negative working capital balance as at September 30, 2025, was negative $62,005.

The Corporation's business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction under the policies of the TSXV. The Corporation will continue actively looking for a suitable Qualifying Transaction.

Cautionary Note Regarding Forward-looking Statements

This news release contains forward-looking statements (including, without limitation, information regarding the Offering that involve risks and uncertainties that could cause the results of Sparrowhawk to differ materially from management's current expectations. Actual results may differ materially due to a number of factors including, among others: the parties may not enter into any future agreement; and Sparrowhawk may not find a target business for its Qualifying Transaction. The matters discussed in this news release also involve risks and uncertainties described in Sparrowhawk's documents filed from time to time with the Canadian securities regulatory authorities. Sparrowhawk assumes no obligation to update the forward-looking information contained in this new release.

For further information, please contact:

Sparrowhawk Opportunity Corp.

Hillar Lilles, CEO, CFO and Director

Hillar@lilles.ca

(403) 608-2896

NEITHER THE 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.

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