Gold Hawk Resources Inc.
TSX VENTURE : CGK

Gold Hawk Resources Inc.

February 06, 2006 08:30 ET

Gold Hawk Resources Inc.: Private Placement to Raise Up to CDN$14,000,000 for the Tamboraque Mine Acquisition

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Feb. 6, 2006) - Gold Hawk Resources Inc. ("Gold Hawk") (TSX VENTURE:CGK) is pleased to announce that it has entered into an engagement agreement with Jennings Capital Inc. (the "Agent") pursuant to which the Agent will act as agent to Gold Hawk to complete, on a best efforts basis, a private placement of a minimum of 48,000,000 and a maximum of 56,000,000 subscription receipts of Gold Hawk ("Subscription Receipts") at a price of Cdn$0.25 per Subscription Receipt for minimum gross proceeds of Cdn$12 million and maximum gross proceeds of Cdn$14 million (the "Private Placement"). Each Subscription Receipt will entitle the holder thereof to receive on the Release Time (as defined below), without the payment of any additional consideration, one common share of Gold Hawk and one-half of one common share purchase warrant (each whole warrant a "Warrant"). Each Warrant will entitle the holder thereof to purchase one common share of Gold Hawk at a price of Cdn$0.35 for a period of 24 months from the closing of the Private Placement.

The Agent will have the option, exercisable at any time up to 48 hours prior to the closing of the Private Placement, to increase the size of the Private Placement by up to an additional 9,000,000 Subscription Receipts for additional aggregate gross proceeds of Cdn$2,250,000.

The proceeds of the Private Placement will be used by Gold Hawk for acquisition of the Tamboraque mine, completion of a feasibility study in respect thereof and for working capital purposes. Upon the closing of the Private Placement, the gross proceeds of the Private Placement will be held by the subscription receipt agent in respect of the Subscription Receipts and will only be released in connection with the completion of the acquisition of the Tamboraque mine (the time of such completion being referred to as the "Release Time"). In the event that such acquisition is not completed on or before March 31, 2006, the gross proceeds of the Private Placement will be returned to subscribers, without interest or deduction.

Gold Hawk has agreed, conditional upon the occurrence of the Release Time, to pay the Agent a cash fee equal to 8% of the gross proceeds raised in the Private Placement and issue to the Agent broker warrants ("Broker Warrants") to acquire that number of common shares of Gold Hawk as is equal to 8% of the number of Subscription Receipts sold under the Private Placement. Each Broker Warrant will entitle the Agent to purchase one common share of Gold Hawk at a price of Cdn$0.25 for a period of 24 months from the closing of the Private Placement.

The Private Placement is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. The securities of Gold Hawk to be issued in connection with the Private Placement, including where applicable the securities issuable upon the exercise or exchange thereof, will be subject to a restricted period of four months from the date of the closing of the Private Placement pursuant to applicable securities legislation.

Gold Hawk has signed agreements to acquire a 100% interest in the Tamboraque Mine for US$12.0 million cash, of which US$750,000 has been paid.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.

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