Seahawk Ventures Inc. — M&A Activity 2025

Jun 30, 2025

Form 51-102F3
Material Change Report

Item 1
Name and Address of Company
Seahawk Ventures Inc. (the "Company")
909 Bowron Street
Coquitlam, British Columbia
V3J 7W3

Item 2
Date of Material Change
June 17, 2025

Item 3
News Release
A news release was disseminated on June 18, 2025 through the facilities of Newsfile.

Item 4
Summary of Material Change
The Company has entered into: (i) a binding definitive share exchange agreement dated June 17, 2025 (the "Alluvial Agreement") with Alluvial Capital Corp. ("Alluvial") and all of its shareholders whereby the Company will acquire all of the issued and outstanding securities of Alluvial and (ii) an amended and restated share exchange agreement dated June 17, 2025 (the "Flex GPU Agreement") with FlexGPU Inc. ("FlexGPU") and its holders whereby the Company will acquire all of the issued and outstanding securities of FlexGPU (collectively, the "Transactions"). The Transactions, if completed, will change the business of the Company from that of an exploration issuer to an environmental infrastructure and clean energy company (the "Resulting Issuer") constituting a "Fundamental Change" of the Company under the policies of the Canadian Securities Exchange (the "CSE").

Item 5
Full Description of Material Change

5.1
Full Description of Material Change
The Company has entered into the Alluvial Agreement and the Flex GPU Agreement to complete the Transactions.

Pursuant to the Alluvial Agreement, as previously announced on March 11, 2025, the Company will issue an aggregate of 4,601,710 common shares in the capital of the Company ("Seahawk Shares"), representing one Seahawk Share for each common share in the capital of Alluvial held, each at a deemed value of $0.32 per Seahawk Share (revised from 4,329,224 shares previously announced).

Pursuant to the Flex GPU Agreement, which supersedes and replaces the share purchase agreement dated February 14, 2025 (see February 14, 2025 press release), the Company will issue 4,450,000 Seahawk Shares to the shareholders of Flex GPU to be issued in proportion to their respective holdings, each at a deemed value of $0.32 per Seahawk Share.

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As the Transactions constitute a 'Fundamental Change', approval from the Company's shareholders will be sought at a shareholder's meeting to be held for that purpose on a future date to be determined. Upon completion of the Transactions, both Alluvial and Flex GPU will become wholly-owned subsidiaries of the Resulting Issuer.

No advances to be made by the Company are contemplated and no finder's fees are payable in connection with the Transactions.

The Alluvial Agreement and the FlexGPU Agreement, respectively provides that the Transactions are 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, (i) approval from the CSE for the Transactions and the listing of all applicable securities in connection with the Transactions; (iii) receipt of all requisite corporate, and shareholder consents and approvals; and (iv) the completion of a concurrent financing intending to raise up to $10,000,000.

It is currently anticipated that all of the current directors of the Company, other than Giovanni Gasbarro, Bruno Gasbarro and Salvatore Giantomaso, will resign in connection with the closing of the Transactions. Alluvial 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. It is expected that Bruno Gasbarro will remain as the Chief Financial Officer of the Resulting Issuer. Additional changes to the Resulting Issuer's management, including a new President and Chief Executive Officer will be announced in a subsequent release.

5.2 Disclosure for Restructuring Transactions

Not applicable as the Transactions have not yet closed.

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

This Report is not being filed on a confidential basis in reliance on subsection 7.1(2) or (3) of National Instrument 51-102.

Item 7 Omitted Information

No information has been omitted on the basis that it is confidential information.

Item 8 Executive Officer

Giovanni Gasbarro is knowledgeable about the material change and the Report and may be contacted (604) 939-1848.

Item 9 Date of Report

June 30, 2025