Gold Hawk Resources Inc.
TSX VENTURE : GHK

Gold Hawk Resources Inc.

May 19, 2010 16:30 ET

Gold Hawk Proposes Amendments to Share Purchase Warrants

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 19, 2010) - Gold Hawk Resources Inc. ("Gold Hawk" or the "Company") (TSX VENTURE:GHK) announces that further to the Company's private placement that closed on June 3, 2009 and subject to regulatory approval, Gold Hawk proposes to amend the terms of an aggregate of 1,002,000 non-transferable common share purchase warrants (the "Warrants") exercisable to purchase up to 1,002,000 common shares in the capital of the Company. Specifically, the Company has sought approval from the TSX Venture Exchange (the "Exchange") to amend the Warrants by extending the term by one year from June 3, 2010 to June 3, 2011 and amending the exercise price of the Warrants from $1.75 to $1.25.

Currently, the insiders of the Company hold approximately 22.3% of the Warrants issued pursuant to the June 3, 2009 private placement. In accordance with the policies of the Exchange, only 100,200 (10% of the Warrants issued pursuant to the June 3, 2009 private placement) of the Warrants held by the insiders of the Company may be re-priced. The remaining 123,800 Warrants held by insiders of the Company (12.3% of the Warrants issued pursuant to the June 3, 2009 private placement) will not be re-priced and will be amended only to extend the term by one year as described above.

The amendment of the terms of the Warrants held by insiders is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Warrants nor the consideration for the Warrants, insofar as it involves interested parties, exceeds 25% of Gold Hawk's market capitalization.

If the proposed amendment of the exercise price of the Warrants is approved by the Exchange, the Warrants will be subject to a reduced term of 30 calendar days if, for any ten consecutive trading days during the unexpired term of the Warrants, the closing price of the Company's shares exceeds $1.50.

About Gold Hawk Resources Inc.

Gold Hawk (TSX VENTURE:GHK) is a Vancouver, Canada-based precious metals company with a 15% ownership in the Coricancha Mine in central Peru. The 600 tonnes of ore per day processing facility is projected to resume operations in the first half of 2010. Gold Hawk has no debt and $15 million in working capital and is exploring business opportunities in the mining sector. The Company also holds mining concessions at the Barry-Souart property northeast of Val D'Or, Quebec – a gold mining area with existing mining operations nearby. Gold Hawk is operated by an experienced management team with significant operating experience.

This document may contain "forward-looking statements" within the meaning of Canadian securities legislation. These forward-looking statements are made as of the date of this document and Gold Hawk Resources Inc. (hereinafter referred to as the "Company") do not intend, and do not assume any obligation, to update these forward-looking statements. Forward-looking statements relate to future events or future performance and reflect management of the Company's expectations or beliefs regarding future events and include, but are not limited to, statements with respect to the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital expenditures, success of mining operations, commodity prices, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative of these terms or comparable terminology. By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of resources; possible variations in ore reserves, grade or recovery rates; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; as well as those factors detailed from time to time in the Company's interim and annual financial statements and management's discussion and analysis of those statements, all of which are filed and available for review on SEDAR 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 statements, 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 forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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