SEAHAWK GOLD CORP.

Management Discussion and Analysis

For the Six Months Ended November 30, 2021

This discussion and analysis of financial position and results of operations ("MD&A") is prepared as at January 6, 2022 and should be read in conjunction with the unaudited condensed interim financial statements for the six months ended November 30, 2021 and the audited financial statements for the year ended May 31, 2021 of Seahawk Gold Corp. (the "Company") with the related notes thereto. The unaudited condensed interim financial statements for the six months ended November 30, 2021, and comparative information presented therein, have been prepared in accordance with International Financial Reporting Standard ("IFRS") and with International Accounting Standard 34, "Interim Financial Reporting", as issued by the International Accounting Standards Board ("IASB").

This discussion contains forward-looking statements that involve risks and uncertainties. Such information, although considered to be reasonable by the Company's management at the time of preparation, may prove to be inaccurate and actual results may differ materially from those anticipated in the statements made.

Forward-Looking Statements

Certain information included in this discussion may constitute forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements. These statements relate to future events or the Company's future performance, business prospects or opportunities. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, risks and uncertainties relating to internet and social media industry (see section "Business Risks" herein) Forward-looking information is in addition based on various assumptions including, without limitation, the expectations and beliefs of management, that the Company can access financing, appropriate equipment and sufficient labour. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements.

Description of Business

Seahawk Gold Corp. (the "Company") was incorporated under the Business Corporations Act (British Columbia) on January 16, 2007. The Company's registered and records office is located at suite 1700 - 666 Burrard Street, Vancouver, BC V6C 2X8 and its head office is located at 909 Bowron Street, Coquitlam, BC V3J 7W3.

The Company currently holds a 100% interest in the Mystery Property, Touchdown Property, Xtra Point Property, and Blitz Property, all located in the Urban-Barry Greenstone Belt region within the Abitibi sub-province, Quebec, Canada.

Currently, the principal activity of the Company is the acquisition and exploration of mineral resource properties in Canada.

Proposed transaction

On April 30, 2021, the Company entered into an agreement with Sama Resources Inc. (TSXV: SME) ("Sama") for the acquisition of Sama's Zwedru South Project, St. John River Gold Project and the Nuon Project, each of which is located in Liberia, Africa (the "Projects"). The acquisition will be effected by the purchase from Sama of its

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subsidiary Sama Resources Development Corp. (Cayman) ("Sama Cayman"), which holds 100% of the issued and outstanding securities of Sama Resources Liberia Inc. ("Sama Liberia"). Sama Libera holds all rights, title and interest in and to the Projects. In consideration for the purchase of Sama Cayman, the Company will issue 8,500,000 of its common shares to Sama (the "Consideration Shares"), which will result in Sama holding 20.8% of Seahawk's outstanding shares following the issuance of the Consideration Shares. This will not effect a change of control, and there are no finder's fees payable to this transaction.

The transaction is subject to various closing conditions in favour of Seahawk, including the satisfactory completion of due diligence by Seahawk, and all applicable shareholder, regulatory and stock exchange approvals for the Transaction having been received by the relevant parties

Technical update

The Company is pleased to report the initial assay results of the fall 2019 grass roots diamond drill program on the company's Touchdown, and Blitz properties located in the Urban-Barry Gold Camp where Osisko Mining (Windfall) and Bonterra Resources (Moroy and Barry) are evaluating their properties at the advanced exploration stage.

The results below clearly indicate there is an appreciable amount of gold in the mineralizing systems and there is a very high probability of discovering higher grade and wider zones along strike and at depth. The presence of sulphide mineralization is significant.

Highlights of 2019 Exploration Diamond Drill Program

Touchdown Property

  • The diamond drilling intersected numerous Au intersections, the best being 5.2 g/t Au over 4.1 m including
    7.26 g/t Au over .7 m, 4.5 g/t Au over 1.6 m and 13.78 g/t Au over 1.00 m in Hole TD-19-01.
  • Another high grade intersection returned 13.32 g/t Au over 1.6m lower down the hole.
  • Numerous highly anomalous (.4 g/t Au to .5 g/t Au) intersections over varying widths were returned in Holes TD-19-01, 02, 06, 07, 08 and 11.
  • All the significant Au assays are observed to be associated with sulphide mineralization.

Blitz Property

  • The significant intersections were in Hole BE-19-01 which returned 1.1 g/t Au over 4.4 m including 1.53 g/t Au over 1.1 m.
  • Wide highly anomalous intersections of .42 g/t Au over 14.7 m or .40 g/t Au over 16.6 m were also intersected in Hole BE-19-01.
  • All the significant Au assays are observed to be associated with sulphide mineralization.

The Touchdown Property is located approximately 20 km east of Bonterra's Gladiator Property, The Blitz Property is located approximately 5 km north-west of the Grevet Mine and 30 km north-north-east of the town of Lebel sur Quevillion in the near northwestern region of Quebec.

On the Touchdown and Blitz Properties the grass roots diamond drill program was extremely successful in discovering numerous new Au zones in areas where no previous diamond drilling has ever been completed. These Au intersections range from highly anomalous to high grade and vary in width from .1 meters to 4.4 meters.

2019 Drilling Au Assays - Significant Intersections

Touchdown Property

DDH No.

Core

From

To

Width

Au

Project

Size

(m.)

(m.)

(m)

(g/t)

7

TD-19-01

NQ

25.1

25.8

0.70

7.29

Touchdown

TD-19-01

NQ

24.20

25.80

1.60

4.50

Touchdown

TD-19-01

NQ

27.30

28.30

1.00

13.78

Touchdown

TD-19-01

*WA

24.20

28.30

4.10

5.20

Touchdown

TD-19-01

NQ

74.65

74.85

0.20

1.80

Touchdown

TD-19-01

NQ

130.70

132.30

1.60

13.32

Touchdown

TD-19-02

NQ

48.20

48.32

0.12

2.00

Touchdown

TD-19-02

NQ

60.90

61.60

0.70

0.70

Touchdown

TD-19-02

NQ

61.60

62.00

0.40

6.10

Touchdown

TD-19-02

*WA

60.90

64.00

3.10

1.10

Touchdown

TD-19-02

NQ

137.70

139.20

1.50

5.30

Touchdown

TD-19-07

NQ

38.70

39.60

0.90

1.74

Touchdown

TD-19-07

NQ

39.60

40.65

1.05

0.81

Touchdown

TD-19-07

NQ

45.00

45.20

0.20

0.68

Touchdown

TD-19-07

NQ

48.30

48.45

0.15

17.79

Touchdown

TD-19-07

*WA

45.00

49.45

4.45

0.65

Touchdown

TD-19-07

NQ

58.10

58.20

0.10

7.50

Touchdown

TD-19-07

NQ

65.90

66.05

0.15

0.60

Touchdown

TD-19-08

NQ

35.50

36.50

1.00

0.72

Touchdown

TD-19-11

NQ

148.40

148.90

0.50

0.54

Touchdown

TD-19-11

NQ

160.60

161.60

1.00

0.52

Touchdown

*WA - Weighted Average

Blitz Property

BE-19-01

NQ

72.60

73.70

1.10

1.53

Blitz

BE-19-01

NQ

73.70

74.80

1.10

1.21

Blitz

BE-19-01

NQ

74.80

75.90

1.10

0.86

Blitz

BE-19-01

*WA

71.50

75.90

4.40

1.10

Blitz

BE-19-01

NQ

80.65

81.70

1.05

0.47

Blitz

BE-19-01

*WA

68.00

82.70

14.70

0.42

Blitz

BE-19-01

NQ

86.70

87.20

0.50

0.95

Blitz

BE-19-01

*WA

71.50

88.05

16.55

0.40

Blitz

*WA - Weighted Average

Laboratoire Expert Inc. of Rouyn-Noranda, Quebec completed all of the assaying.

Based on the very significant and encouraging results obtained in the 2019 Grass Roots Diamond Drill program, the company is preparing a multi-discipline exploration program including line cutting, magnetometer and deep penetrating Induced Polarization geophysical surveys (to locate the areas of sulphide concentrations along strike and at depth) and a minimum 5,000 meter diamond drill program to further evaluate the Touchdown and Blitz Properties.

The management is extremely pleased and encouraged by the results received to date from the 2019 Diamond Drill Program on the Touchdown and Blitz Properties. We remind shareholders and other investors that these important results are from a Grass Roots Drill Program, evaluating magnetic features on properties that were never drill evaluated in the past.

These results clearly indicate there is an appreciable amount of gold in the mineralizing systems and there is a very high probability of discovering higher grade and wider zones along strike and at depth.

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The drill program was completed between October and December 2019 and included 18 diamond drill holes totaling 3,075 meters.

This technical information in this MD&A was reviewed by Mitchell E. Lavery P.Geo., Seahawk Ventures Inc. President and non-arm's length Qualified Person under NI-43-101.

Mineral Properties

Mystery

Touchdown

Xtra Point

Blitz

Property

Property

Property

Property

Total

Balance, May 31, 2020

$

563,794

$

710,317

$

18,535

$

981,425

$

2,274,071

Exploration

Mining taxes and filing

-

-

-

1,444

1,444

General exploration

421

422

-

772

1,615

Quebec tax credit

(18,868)

(18,868)

-

(18,868)

(56,604)

Balance, May 31, 2021

545,347

691,871

18,535

964,773

2,220,526

Exploration

Mining taxes

2,948

1,541

134

2,085

6,708

General exploration

400

400

-

3,900

4,700

Quebec tax credit

(2,386)

(2,386)

-

(2,386)

(7,158)

Balance, November 30, 2021

$

546,309

$

691,426

$

18,669

$

968,372

$

2,224,776

Mystery Property, Quebec

On June 9, 2017, the Company entered into a Property Purchase Agreement (the "Agreement") with RSD Capital Corp. and Michel A. Lavoie (the "Vendors") to acquire a 100% undivided interest in the Mystery Property comprising 66 mineral claims in the Urban-Barry Greenstone Belt region within the Abitibi sub-province, Quebec, Canada.

The Agreement provides that the Company will acquire a 100% interest in the Mystery Property in consideration for payment to the Vendors of an aggregate of $50,000 (paid), and issuing total of 1,000,000 common shares (issued, valued at $280,000) of the Company. The Vendors will retain a 2% NSR on the Mystery Property. The Company may elect to purchase one-half of the NSR from the Vendors for a payment of $500,000, thereby leaving the Vendors with the remaining 1%.

Touchdown Property, Quebec

On August 2, 2017, the Company entered into a Property Purchase Agreement (the "Agreement") with RSD Capital Corp. and Michel A. Lavoie (the "Vendors") to acquire the Touchdown Property comprising 48 mineral claims in the Urban-Barry Greenstone Belt region within the Abitibi sub-province, Quebec, Canada.

The Agreement provides that the Company will acquire a 100% interest in the Touchdown Property in consideration for payment to the Vendors of an aggregate of $60,000 (paid), and issuing total of 400,000 common shares (issued, valued at $156,000) of the Company. The Vendors will retain a 2% NSR on the Touchdown Property. The Company may elect to purchase one-half of the NSR from the Vendors for a payment of $1,000,000, thereby leaving the Vendors with the remaining 1%.

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The Company also issued 150,000 shares (valued at $58,500) as finder's fee in connection with the acquisition.

Xtra Point Property, Quebec

In April 2018, the Company acquired from an arm's length vendor a 100% interest in the Xtra Point Property located in the Urban BarryGold Camp, Barry Township, Québec. In consideration for the Xtra Point Property, the Company has issued the vendor 10,000 common shares (issued, valued at $4,200). The vendor retains a 2% net smelter return royalty on the property. The Company has the option to reduce the royalty to a 0.5% net smelter return royalty for a cash payment to the vendor of $1,000,000.

Blitz Property, Quebec

In August 2018, the Company entered into a property purchase agreement with Mitchell E. Lavery, a director of the Company, to acquire 100% interest in the Blitz Property located in Urban-Barry Greenstone Belt, Quebec. As per the agreement, the Company will pay Mr. Lavery $8,000 in cash and has issued 1,650,000 shares (issued and valued at $627,000), subject to a 2.5% net smelter return royalty.

Results of Operations

During the six months ended November 30, 2021, the Company incurred a net loss of $95,518 compared with a loss of $492,735 during the six months ended November 30, 2020. The loss was mainly comprised of the following items:

  • Management fees of $46,200 (2020 - $69,000) consisted of $30,000 (2020 - $45,000) accrued to the Chief Executive Officer ("CEO") and $16,200 (2020 - $24,000) accrued to the Chief Financial Officer ("CFO");
  • Professional fees of $13,070 (2020 - $27,461) was legal fees, auditing fees, and accounting fees.
  • Share-basedcompensation of $Nil (2020 - $323,583) is the valuation of Nil (2020 - 1,700,000) stock options granted during the period;
  • Transfer agent and filing fees of $11,226 (2020 - $18,236) were for the monthly transfer agent maintenance, monthly CSE fees and SEDAR filing fees;
  • Shareholder costs and investor relationship fees of $24,599 (2020 - $56,602) were mainly costs associated with news filing and other marketing activities;
  • During the comparative six months ended November 30, 2020, the Company had other income of $3,000 from selling some extra claims.

During the three months ended November 30, 2021, the Company had a loss of $55,916 compared with a loss of $131,264 during the three months ended November 30, 2020. The loss was mainly comprised of the following items:

  • Management fees of $22,200 (2020 - $34,500) consisted of $15,000 (2020 - $22,500) accrued to CEO and $7,200 (2020 - $12,000) accrued to CFO.
  • Professional fees of 13,070 (2020 - $34,667) of current period was mainly tax filing fees. For the comparative three month period, the professional fees was mainly legal fees related to listing at OTC Market.
  • Shareholder costs and corporate communication of $13,011 (2020 - $46,451) were mainly costs associated with news filing, AGM and marketing activities. The higher fees in the comparative three month period was due to the Company's activities at OTC Market.
  • Transfer agent and filing fees of $7,342 (2020 - $15,363) were for the monthly transfer agent maintenance, monthly CSE fees, and SEDAR filing fees. The higher fees in the comparative three month period was due to listing at OTC Market.

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Seahawk Ventures Inc. published this content on 21 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 January 2022 17:22:04 UTC.