Mr. Hillar Lilles reports
SPARROWHAWK OPPORTUNITY CORP. ANNOUNCES CLOSING OF PRIVATE PLACEMENT FINANCING
Sparrowhawk Opportunity Corp. has closed its previously announced non-brokered private placement. Pursuant to the offering, 1.12 million common shares at a price of five cents per share were issued, for gross proceeds of $56,000.
Proceeds from the financing 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.
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 TSX-V.
No finders' fees were paid in connection with the offering.
Certain insiders of the corporation (within the meaning of the rules and policies of the TSX-V) have acquired an aggregate of 120,000 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 TSX-V Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The corporation is relying on exemptions from the formal valuation and minority securityholder 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 TSX-V, does not have any operations and has no assets other than cash. The most recent working capital balance as at Dec. 31, 2025, was $103,597.
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 TSX-V. The corporation will continue actively looking for a suitable qualifying transaction.
We seek Safe Harbor.
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