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Seahawk closes $448,000 first tranche of financing

2026-06-25 20:00 ET - News Release

Mr. Giovanni Gasbarro reports

SEAHAWK CLOSES FIRST TRANCHE OF CONCURRENT FINANCING RAISING $448,000

Seahawk Ventures Inc., further to its news release dated May 27, 2026, has closed an initial tranche of its previously announced private placement of subscription receipts. The concurrent placement is being undertaken in connection with the proposed reverse takeover transaction involving the acquisition by the company of Sunridge Gold Corp. and Sunridge Mining Corp.

An aggregate of 1.28 million subscription receipts were sold at a price of 35 cents per subscription receipt, generating aggregate gross proceeds of $448,000.

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 unit.

Each unit will comprise on common share of the company and one-half of one share purchase warrant. Each warrant will entitle the holder to acquire an additional share at a price of 50 cents per share for a period of three years following conversion of the subscription receipts. The warrants will be subject to accelerated exercise provisions such that if the volume weighted average price of the shares exceeds $1 for a period of 10 consecutive trading days, the company may give notice of the acceleration of the warrant term to a period of 30 days following such notice.

The subscription receipt issued in the initial tranche of the concurrent placement are subject to a statutory hold period expiring on Oct. 24, 2026.

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

Aggregate finders' fees of $35,000 were paid in cash in connection with the initial tranche of the concurrent placement and the company issued an aggregate of 100,000 finders' warrants. Each finder's warrant is exercisable into a unit at a price of 35 cents per unit for a period of 24 months.

The company expects to complete additional tranches of the concurrent financing in the coming weeks with the continued intent to raise aggregate gross proceeds of $1-million.

The company will provide additional updates concerning the progress of the transaction.

About Seahawk Gold Corp.

Seahawk Gold is a publicly traded Canadian resource exploration company trading in Canada and the United States. Seahawk is the 100-per-cent owner of four properties along the Urban-Barry greenstone belt in the Abitibi subprovince of mining-friendly Quebec, Canada.

We seek Safe Harbor.

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