Seahawk Gold : Management Discussion & Analysis May 31, 2022

SEAHAWK GOLD CORP.

Management Discussion and Analysis

For the Year Ended May 31, 2022

This discussion and analysis of financial position and results of operations ("MD&A") is prepared as at August 15, 2022 and should be read in conjunction with the audited financial statements for the years ended May 31, 2022 and 2021 of Seahawk Gold Corp. (the "Company") with the related notes thereto. Those financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and Interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC"). All dollar amounts included therein and in the following MD&A are expressed in Canadian dollars except where noted. Additional information on the Company is available for viewing on SEDAR at www.sedar.com.

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.

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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)
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
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	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.

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.

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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		9,717		14,340
General exploration		400		400		-		4,585		5,385
Survey		-		-		-		163,920		163,920
Quebec tax credit		(2,386)		(2,386)		-		(3,091)		(7,863)
Balance, May 31, 2022	$	546,309	$	691,426	$	18,669	$	1,139,904	$	2,396,308

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%.

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

Xtra Point Property, Quebec

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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.

Selected Annual Financial Information

The following table provides a brief summary of the Company's financial operations. For more detailed information, refer to the audited financial statements.

		Year Ended		Year Ended		Year Ended
		May 31, 2022		May 31, 2021		May 31, 2020
Interest and other income	$	-	$	-	$	-
Loss for the year		(149,399)		(649,572)**		(726,980)*
Basic and diluted loss per common share		(0.00)		(0.02)		(0.02)
Total assets		2,424,607		2,406,181		2,362,848
Total long-term liabilities		-		-		-
Cash dividends		-		-		-

• During the year ended May 31, 2020, the Company recorded a share-based compensation of $321,915 and write- off of Skyfall Property of $352,598.
• During the year ended May 31, 2021, the Company recorded a share-based compensation of $323,583.

Results of Operations

During the year ended May 31, 2022, the Company incurred a net loss of $149,399 compared with a loss of $649,572 during the year ended May 31, 2021. The loss is mainly comprised of the following items:

• Management fees of $52,200 (2021 - $111,000) consisted of $30,000 (2021 - $75,000) accrued to CEO and $22,200 (2021 - $36,000) accrued to CFO.
• Professional fees of 40,575 (2021 - $57,060) was legal fees, auditing fees, and accounting fees.
• Share-basedcompensation of $Nil (2021 - $323,583) is the valuation of Nil (2021 - 1,700,000) stock options granted during the year.
• Shareholder cost and corporate communication of $22,705 (2021 - $116,206) were mainly costs associated with news filing, AGM and marketing activities. The higher fee in the comparative year was due to the Company's activities at OTC Market.
• Transfer agent and filing fees of $31,045 (2021 - $43,350) included SEDAR filing, CSE filing and OTC Market filing fees.

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