HGC Hawthorne Gold Corp.

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES


Hawthorne Gold Corp. ("Hawthorne" or the "Company") (TSX VENTURE:HGC) announces
that it has arranged for a non-brokered private placement with China Mineral
Holdings Limited ("China Holdings"), a company incorporated pursuant to the laws
of the British Virgin Islands (the "Subscriber"), of up 20,254,078 special
warrants (the "Special Warrants") at a price of $0.29 per Special Warrant, for
total gross proceeds of up to $5,873,683 (the "Offering").


Each Special Warrant will entitle the Subscriber to receive, upon the exercise
thereof, and without payment of additional consideration, a unit (a "Unit")
consisting of one common share of the Company (a "Share") and one half of one
transferable common share purchase warrant (a "Warrant"). Each whole Warrant
will entitle the Subscriber to purchase, upon exercise thereof, one common share
of the Company (a "Warrant Share") at a price of $0.39 per Warrant Share, for a
period of 18 months from closing of the Offering.


Each Special Warrant is exercisable into a Unit for a period of six months from
closing of the Offering (the "Redemption Date"). If the Subscriber does not
elect to exercise all or a portion of the Special Warrants into Units on or
before the end of the Redemption Date, the Special Warrants will be deemed to
have been exercised by Subscriber and automatically converted by the Company
into Units without further action by the Subscriber or payment of additional
consideration.


Pursuant to the terms of the Offering, the Company is required to allocate up to
$3,800,000 of the subscription proceeds from the Special Warrants for strategic
initiatives approved by the Company's Board of Directors. Failing to enter into
certain approved strategic initiatives will require the Company to issue to the
Subscriber, without payment of additional consideration, common shares of the
Company equal to 10% of the number of Special Warrants held by the Subscriber on
such date.


In connection with the Offering, the Subscriber will be permitted to appoint two
directors to the Company's Board of Directors and one member to the Company's
executive committee (the "Executive Committee"). The Company expects to form the
Executive Committee promptly following completion of the Offering and such
committee is expected to consist of three members which will advise the
Company's Board of Directors with respect to Hawthorne's strategic direction.
Such appointments are subject to (i) the approval of the Company, acting
reasonably and (ii) the approval of applicable regulatory approval including the
TSX Venture Exchange (the "TSX-V").


The Offering is expected to result in the Subscriber holding not more than 19.9%
of the Company's current issued and outstanding share capital. It is a term of
the Special Warrants (and the securities underlying the Special Warrants), that
the Subscriber will not be able to exercise the same to acquire direction or
control over that number of voting securities of the Company which is equal to
20% of more of the voting securities of the Company.


At closing of the Offering, Hawthorne expects to pay certain finders a
commission in cash and or common shares of the Company equal to 7.0% of the
gross proceeds of the Special Warrants sold, and will issue 575,000
non-transferable warrants (the "Finder's Compensation Option Warrants"). Each
Finder's Compensation Option will entitle the holder thereof to purchase one
common share of the Company at a price of $0.50 per common share for a period of
12 months following the closing of the Offering.


Closing of the Offering is subject to a number of conditions, including the
receipt of all necessary corporate and regulatory approvals, including the
TSX-V. The securities to be issued under the Offering will be offered by way of
applicable exemptions from prospectus and dealer registration requirements. The
net proceeds from the Offering will be used to fund strategic corporate
initiatives and for general corporate working capital. All securities issued in
connection with the Offering will be subject to a statutory hold period of four
months plus one day from the date of issuance in accordance with applicable
securities legislation.


About Hawthorne Gold Corp.

Hawthorne Gold Corp. is a Canadian-based gold exploration and development
company with key properties located in British Columbia, Canada. Hawthorne is
led by well-respected mining leaders Richard Barclay and Michael Beley.
Hawthorne's goal is to become a junior gold producer by working towards
production at Table Mountain and the continued resource development at the
nearby Taurus deposit, as well as the Frasergold deposit in the Cariboo region
of south central British Columbia.


ON BEHALF OF HAWTHORNE GOLD CORP.

Richard J. Barclay, President & CEO

Certain information regarding the Company including management's assessment of
future plans and operations, may constitute forward-looking statements under
applicable securities laws and necessarily involve risks associated with mining
exploration and development, volatility of prices, currency fluctuations,
imprecision of resource estimates, environmental and permitting risks, access to
labour and services, competition from other companies and ability to access
sufficient capital. As a consequence, actual results may differ materially from
those anticipated in the forward-looking statements.

Grafico Azioni Hawthorne Gold Corp. (TSXV:HGC)
Storico
Da Feb 2025 a Mar 2025

Grafico Azioni Hawthorne Gold Corp. (TSXV:HGC)
Storico
Da Mar 2024 a Mar 2025