• Acquisition of investment company, Hardenbrook 

• 4 new spin outs and listings in Heathcare AI, BioPharma, and AgriTech  

• No more excessive dilution to shareholders for each new spin out 

• Reward shareholders with each new spin out and listing 

• New CEO and board to drive growth and build shareholder value 

Vancouver, British Columbia – TheNewswire - May 30, 2023 – Blackhawk Growth Corp. (CSE:BLR); (Frankfurt:0JJ) (the “Corporation” or “Blackhawk).  Further to the news release of May 29, 2023 the Company announces that the 15,000,000 Warrants to be issued with an exercise price of $0.10 have a term of two years from closing to exercise. The directors are all shareholders of Hardenbrook. Justin Hanka and Anoosh Manzoori are also directors of Hardenbrook.

No finders’ fees or commissions were paid in connection with closing of the acquisition.

 As a result the issued share capital will increase from 77,995,593 Shares to 147,995,593 Shares.  Shareholder approval and CSE approval is required and a valuation report will be obtained. Hardenbrook has cash and cash equivalents of AUD$800,000 plus four portfolio subsidiaries and a strategic investment in CSE listed MindBio Therapeutics. The acquisition of Hardenbrook will allow Blackhawk to recapitalize its balance sheet and avoid a private placement for the immediate term. Further updates will be provided to shareholders.

This acquisition is not a change of business as it enhances the current operations of the Company. It is also not change of control as no shareholder will own more than 20% of the resulting shares.        

The board is committed to continuing the existing operations of Blackhawk and at the same time expanding the groups portfolio with companies with rich intellectual property in sectors Heathcare AI, BioPharma, and AgriTech. Hardenbrook is progressing all four of its portfolio companies simultaneously towards a spin out and listing and will also review the existing investments in Blackhawk to advance their commercialization and listing opportunity.

About Blackhawk Growth

Blackhawk is an investment holding company looking to create substantial value for its shareholders through the acquisition and development of high growth companies.

The CSE has neither approved nor disapproved the contents of this news release and does not accept responsibility for the adequacy or accuracy of this news release.

Cautionary Note Regarding Forward-Looking Statement

All statements in this press release, other than statements of historical fact, are “forward-looking information” with respect to the Company within the meaning of applicable securities laws. The Company provides forward-looking statements for the purpose of conveying information about current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. By its nature, this information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. These risks and uncertainties include but are not limited those identified and reported in the Company’s public filings under the Company’s SEDAR profile at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.