Redhawk Resources, Inc.

Redhawk Resources, Inc.
OMC Capital Corporation

November 22, 2006 12:16 ET

Redhawk and OMC Propose Sale of Redhawk's ReMac Zinc Project to OMC

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Nov. 22, 2006) - Redhawk Resources, Inc. ("Redhawk") (TSX VENTURE:RDK)(FWB:QF7), a British Columbia company listed on the TSX Venture Exchange Inc. (the "Exchange"), and OMC Capital Corporation (TSX VENTURE:CMO.P) ("OMC"), a capital pool company also listed on the Exchange, are pleased to announce that they have signed a non-binding letter of intent dated November 20, 2006 setting forth the terms of a transaction whereby it is proposed that OMC will acquire the ReMac Zinc project from Redhawk in exchange for the issuance to Redhawk of common shares in its capital, which transaction shares would subsequently be distributed to Redhawk shareholders (the "Transaction"). Upon closing, the Transaction would constitute OMC's "Qualifying Transaction" under the policies of the Exchange.

Completion of the Transaction is subject to a number of conditions including (a) approvals by the boards of Redhawk and OMC; (b) execution of a definitive agreement by December 15, 2006; (c) regulatory and shareholder approvals for each of Redhawk and OMC; and (d) completion of the Transaction on or before March 15, 2007.

Redhawk has retained an independent valuator to prepare a valuation of the ReMac Zinc Project as well as provide it with a fairness opinion with respect to the Transaction.

The ReMac Zinc Project

The ReMac Zinc project comprises 164 contiguous mineral claims and is located in southeastern British Columbia 25 kms southeast of TeckCominco's zinc-lead smelter complex at Trail, and 16 kms north of TeckCominco's Pend Oreille zinc sulphide mine and concentrator. Redhawk holds an option to acquire the past producing Reeves MacDonald zinc-lead-silver sulphide mine and owns the mineral rights to approximately 30 square kms in the adjoining property to the west, which hosts the continuation of the favourable zinc-lead-silver mineralized Reeves limestone unit stratigraphy.

The area is marked by very good infrastructure including a good transportation network, local heavy industry services, two major electrical power dams just south and west of the property, the Cominco zinc smelter at Trail, and the Pend Oreille mine and concentrator. The former Reeves-MacDonald Mine operated between 1949 and 1977 and processed 7,254,000 tons with recovered grades of 3.50% zinc, 1.39% lead and 8 g/t silver. Many other zones of zinc mineralization were tested by underground and surface workings since the 1920s.

The sulphide potential at ReMac is demonstrated by the Annex Zone where a 1987 drill hole (87-1) intersected 8% zinc and 55 g/t silver over 16.3 m (54 feet), including 7.9 m (25.9 ft) of 10% zinc and 75 g/t silver. The Annex Zone is one of several known mineralized zones at ReMac that provides obvious sulphide and oxide exploration drill targets going forward.

Late last year, in preparation for developing a more aggressive exploration program in 2006, Redhawk extended the area of mapping and sampling of the favourable stratigraphy another five kms to the west from the area drilled in 2004. This work achieved its objectives and will assist in developing additional surface drill targets for the next program. Snow brought the program to a premature end last fall which precluded final target grooming of the two mineralized Caviar showings located just south of the grid extension. The Caviar is a priority surface drill target.

The Transaction and Financing

Upon the parties entering into a definitive agreement, it is proposed that the Transaction will involve the following steps:

1. The ReMac Zinc project, including the 164 mineral claims and option on the Reeves MacDonald mining leases and surface rights, will be transferred by Redhawk to its wholly owned subsidiary, ReMac Zinc Corp. ("RMZ"), a private company incorporated in British Columbia.

2. RMZ plans to complete a non-brokered private placement of flow through and non flow through subscription receipts for flow through proceeds of approximately $3 million and non flow through proceeds of approximately $1,000,000, priced in the range of $0.75 per flow through subscription receipt and $0.65 per non flow through subscription receipt. These subscription receipts will be convertible on a one-for-one basis into post-consolidated (as referenced below) shares of OMC on closing of the Transaction. This private placement is anticipated to close prior to December 31, 2006 in order that investors can take advantage of 2006 flow through tax deductions.

3. OMC will consolidate its shares on a 2-for-1 basis immediately prior to closing of the Transaction and as such will have a total of 1,750,000 post-consolidated shares issued and outstanding as well as options entitling holders to purchase 150,000 post-consolidated OMC shares. As part of the Transaction, OMC will continue from the Province of Alberta into the Province of British Columbia. On closing OMC will change its name to "ReMac Zinc Corp." or a similar name.

4. Pursuant to a statutory plan of arrangement, all of the shares of RMZ will be sold to a wholly owned subsidiary of OMC on closing in exchange for issuing transaction shares of OMC to Redhawk. Redhawk in turn will distribute the OMC shares to its shareholders as a reduction of paid up capital, and the wholly owned subsidiary of OMC will then amalgamate with RMZ.

At the time of its acquisition by OMC, RMZ will have no liabilities and no assets other than the ReMac Zinc project. OMC will issue to Redhawk a number of post-consolidated transaction shares equal to the value determined by the independent valuator. Depending on the valuation of the ReMac Zinc project, following completion of the Transaction it is anticipated that the Redhawk shareholders will hold from 85% to 90% of the outstanding shares of OMC and the current shareholders of OMC will hold from 10% to 15% of OMC, prior to the financing referred to above. The exact number of transaction shares to be distributed to Redhawk shareholders will be determined in accordance with the exchange ratio to be provided for in the arrangement agreement.

Following the completion of the Transaction, the resulting issuer will own the ReMac Zinc project and it is expected that it will have in excess of $4 million available after transaction costs. These proceeds will be used to fund an exploration program of approximately $3 million on the ReMac Zinc project to drill and test other known zones of zinc-sulphide mineralization and for working capital. The proposed program will consist of further surface mapping and sampling in prospective areas, and diamond drilling of known mineralized zones aimed at both new target areas and establishing mineral resources.

The board of Redhawk expects that transferring the ReMac Zinc Project to a separate company offers the following to Redhawk and its shareholders:

1. Allows Redhawk to focus its efforts and resources on advancing its Copper Creek project in Arizona.

2. Provides a structure to access financing and advance the ReMac Zinc project without additional dilution to Redhawk shareholders.

3. Allows for separate, dedicated management teams focused on two distinct, high potential base metals projects.

4. Provides the potential to unlock incremental value for Redhawk shareholders that may not be realized due to its current attention on Copper Creek.

From OMC's perspective, the Transaction provides the company with access to an advanced stage project with a commodity that has a very favourable long term outlook with potential to resume production in the near term and to significantly expand its resources.

Subject to the exception for unsolicited superior proposals, OMC and Redhawk have agreed to deal with each other exclusively with respect to the Transaction until December 15, 2006. Except for the exclusive dealing provision, the letter of intent is non-binding.

New Board and Management

Upon completion of the Transaction, the board of directors of the resulting issuer is planned to be comprised of the following individuals, together with two additional qualified individuals to be announced at a later date:

Charles G. Pitcher, P.Eng. Mr. Pitcher is currently a director and non-executive Chairman of the Board of Directors of Redhawk. He is a professional mining engineer with over forty years of senior project and mines management experience in diverse business environments. Charles is past President and CEO of Western Canadian Coal Corp. where he oversaw the funding and development of the Dillon and Wolverine coal mines in Northeast B.C. He remains as a Director of Western Canadian Coal Corp.

Darryl J. Yea, B.Comm. Mr. Yea is President of Investco Management Inc., a private corporate finance company. From 2000 to 2004 he was chair and chief executive officer of Datawest Solutions Inc., a Vancouver-based TSX listed company, providing banking and electronic payment outsourcing solutions to the financial industry. Previously, Mr. Yea was president and CEO of a national financial services organization where he was also responsible for the company's investment banking group. He was a member of the VSE's (now TSX Venture Exchange) board of governors during which he chaired or served on several committees including corporate finance, pre-listing advisory, and market ethics and conduct.

Stephen Barley, B.Comm., LLB. Mr. Barley is a lawyer whose securities law practice (1982-1997) included a number of publicly traded companies involved in the business of mineral exploration. Mr. Barley left private practice in 1997 to pursue investment opportunities in private and public companies and continues to act as a director, investor, or corporate finance advisor to various public and private organizations including mineral resource companies at various stages of exploration and development. Mr. Barley is President of CHM Financial Services Inc., a private investment and consulting company and a partner in WestPoint Merchant Ventures Inc., a private corporate finance company based in Vancouver, B.C.

Michael Petrina, P.Eng. The proposed directors intend to appoint Michael Petrina as President of the resulting issuer. Since June of this year he has been a consultant to Redhawk with the primary responsibility of overseeing the advancement and development of the ReMac Zinc project and coordinating the project's current scoping study. Mr. Petrina is a professional mining engineer with over 20 years experience with an extensive background in mine operations and project management. In addition he has extensive experience in the mine engineering of surface and underground mines along with recruiting, leading and managing diverse mining workforces.

Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

OMC intends to seek a waiver from the Sponsorship requirements of the Exchange in accordance with applicable Exchange policies. OMC is planned to be halted from trading until completion of the Transaction.

All information contained in this news release with respect to OMC, Redhawk and RMZ was supplied by OMC, Redhawk and RMZ, respectively, for inclusion herein.

George Gorzynski, P. Eng. a Qualified Person under the meaning of the National Policy 43-101, is responsible for the technical content of this news release.

This news release may contain forward-looking statements based on assumptions and judgments of management of OMC and Redhawk regarding future events or results. Such statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements. Each of OMC and Redhawk disclaims any intention or obligation to revise or update such statements accept as may be required by law.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

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