GRC Gold Springs Resource Corp

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT
INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN
THE UNITED STATES. 


Blackhawk Resource Corp. (TSX VENTURE:BLR) ("Blackhawk" or the "Corporation"),
is pleased to announce that further to its press release of April 24, 2013, it
entered into a definitive share exchange agreement (the "Agreement") with Global
Royalty Corp. ("GRC"), a private British Columbia resource royalty corporation
(the "Transaction"). The Transaction remains subject to customary closing
conditions including, but not limited to, Blackhawk shareholder approval and
approval of the TSX Venture Exchange. As of the date of this release, not less
than 67% of the GRC shareholders have entered into binding agreements to
exchange their shares for Blackhawk shares. Similarly, Certain Blackhawk
officers, directors and principal shareholders comprising 6% of the Blackhawk
shares outstanding have entered into support agreements in favor of the
Transaction.


In connection with the execution of the Agreement, Blackhawk will be advancing
as a loan to GRC $1.65 million to repay an existing GRC credit facility (the
Blackhawk Loan"). The Blackhawk Loan will bear interest at the prime rate plus
3% and is secured by general security agreements from GRC and its subsidiaries.
The Loan is subject to TSX Venture Exchange approval.


Blackhawk is listed on the TSXV and is currently engaged in the oil and gas
business. Upon completion of the Transaction, the Corporation will continue the
business of GRC, as described below.


Global Royalty Corp.

GRC's business focus is on the acquisition of commodity based royalties.
Commodity-based royalties generate revenues based upon receiving a fixed
percentage of total production output. This business model of investing in
revenue-based income streams significantly reduces risks associated with mine
operating and capital costs, while offering exposure to exploration upside at no
additional cost. GRC's royalty assets currently consist of two precious metals
net smelter return (NSR) royalties, both of which are in production, as follows:


Magistral / El Gallo Net Smelter Return Royalty

GRC owns a sliding scale Net Smelter Return Royalty on gold or gold equivalent
recovered from certain concessions on the El Gallo project owned by McEwen
Mining Inc. (MUX - TSX), located in Mexico. The royalty is calculated at a rate
of 1 percent of net smelter returns on the initial 30,000 ounces of gold
equivalent production, at a rate of 3.5 percent of net smelter returns on the
next 350,000 ounces of gold equivalent production, and thereafter, at a rate of
1 percent of net smelter returns on gold equivalent production recovered from
the area, in perpetuity. Additional details concerning the Magistral / El Gallo
project can be found on the McEwen Mining Inc. website and on SEDAR.


Zaruma Portovelo NSR Royalty

GRC owns a 1.5% NSR royalty covering the Zaruma Gold Project in Ecuador owned by
Dynasty Metals & Mining Inc. (DMM - TSX). Additional details concerning the
Zaruma Gold Project can be found on the Dynasty Metals & Mining Inc. website and
on SEDAR. 


The Transaction

The transaction will involve a consolidation of the shares of Blackhawk at a
ratio based upon the net working capital of Blackhawk at the time of the merger.
The ratio will be outlined in the management information circular that will be
prepared and distributed to all existing shareholders. In exchange for all of
the issued shares of GRC, Blackhawk will issue, post consolidation, up to 30.5
million shares, subject adjustment based on GRC issued for cash or in
consideration with GRC Royalty agreements completed prior to the closing date.


Sponsorship

Sponsorship of the Transaction may be required by the TSXV unless exempt in
accordance with TSXV policies. The Corporation is currently reviewing the
requirements for sponsorship and may apply for exemption from sponsorship
requirements. There is no assurance Blackhawk will ultimately obtain exemption
from sponsorship.


Trading Halt

Trading in the Corporation's common shares on the TSXV is halted and will remain
halted until the documentation required by the TSXV has been reviewed and
accepted by the TSXV.


Fairness Opinion

In connection with the transaction, Blackhawk currently intends to obtain a
fairness opinion with respect to the consideration to be paid for the GRC shares
and dilutive securities. 


Cautionary

Completion of the Transaction is subject to a number of conditions, including
TSXV acceptance and, if applicable, majority of the minority shareholder
approval. 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 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 Blackhawk
should be considered highly speculative. 


The TSXV has in no way passed upon the merits of Transaction and has neither
approved or disapproved the contents of this press release.


A further press release will be issued in due course to provide, among other
things, selected financial information regarding GRC, the potential financing
and any further conditions surrounding the closing of the transaction.


Neither 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.


The securities referred to in this news release have not been, nor will they be,
registered under the United States Securities Act of 1933, as amended, and may
not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons absent U.S. registration or an applicable exemption
from the U.S. registration requirements. This news release does not constitute
an offer for sale of securities for sale, nor a solicitation for offers to buy
any securities. Any public offering of securities in the United States must be
made by means of a prospectus containing detailed information about the company
and management, as well as financial statements.


This news release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.


Except for the statements of historical fact contained herein, certain
information presented herein constitutes "forward-looking statements". More
particularly, this press release may contain forward-looking statements
concerning the sale of assets and property of the Corporation. The
forward-looking statements contained in this press release are solely opinions
and forecasts which are uncertain and subject to risks. Forward-looking
statements include but are not limited to uncertainties and other factors which
may cause the actual results, performance or achievements of the Corporation to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. These forward-looking
statements are not guarantees of future performance and are subject to a number
of known and unknown risks and uncertainties, including, but not limited to:
non-performance of agreements in accordance with their terms and regulatory
approval and certain other risks detailed from time to time in the Corporation's
public disclosure documents which can be found at www.sedar.com. Although the
Corporation has attempted to identify important factors that could cause actual
results to differ materially, there may be other factors that cause results not
to be as anticipated, estimated or intended. There can be no assurance that such
statements will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. Accordingly,
readers are cautioned that the assumption used in the preparation of the
forward-looking statements, although considered reasonable at the time of
preparation may prove to be imprecise and, as such undue reliance should not be
placed on forward-looking statements. The forward-looking statements contained
in this press release are made as of the date of this press release. Except as
required by law, the Corporation disclaims any intention and assumes no
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as required by
applicable securities law. Additionally, the Corporation undertakes no
obligation to comment on the expectations of, or statements made, by third
parties in respect of the matters discussed above. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Blackhawk Resource Corp.
Dave Antony
CEO
(403) 531-1710
dantony@blackhawkcorp.ca

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