Seahawk Announces Proposed Acquisition of Arizona and New Mexico Property Portfolio

Core Points - Seahawk Ventures Inc. has entered into a letter of intent to acquire a U.S. subsidiary of Redline Minerals Inc., which holds interests in four gold and zinc exploration properties in Arizona and New Mexico, marking a significant step towards reactivating Seahawk as an exploration issuer [1][4][6] Transaction Summary - The proposed transaction involves Seahawk issuing 15,500,000 common shares at a deemed price of $0.40 per share as consideration for the securities of the U.S. subsidiary [4] - The shares will be subject to resale restrictions and a three-year escrow period, with specific release conditions [4] - Redline will have the right to appoint two individuals to Seahawk's board upon achieving certain milestones [4][6] Conditions and Approvals - The transaction is classified as a "Fundamental Change," requiring shareholder approval through written consent or a meeting [6] - A definitive agreement is expected to be executed by December 26, 2025, with the final structure subject to various considerations [5][9] Financing Details - Seahawk plans to raise up to $2,000,000 through a non-brokered financing, selling up to 5,000,000 units at $0.40 per unit [11] - Each unit will consist of one common share and one half of a share purchase warrant, with the warrant allowing the purchase of an additional share at $0.80 for one year [12] Properties Overview - The U.S. subsidiary holds four mineral properties: - MCNARY Property (gold exploration, Arizona) - BOSTON-ARIZONA Property (zinc-polymetallic exploration, Arizona) - LONEPINE Property (gold-tellurium exploration, New Mexico) - WINSTON Property (gold-silver exploration, New Mexico) [16] Management and Board Structure - Current directors and management of Seahawk are expected to remain post-transaction, with Redline selecting two additional board nominees [15]