Mr. Caleb Stroup of Headwater Gold reports

HEADWATER GOLD AND CENTERRA GOLD SIGN US $25 MILLION EARN-IN AGREEMENT TO EXPLORE THE CRANE CREEK GOLD PROJECT IN IDAHO

Headwater Gold Inc. has entered into a definitive earn-in agreement with a subsidiary of Centerra Gold Inc. for Centerra to earn up to a 70-per-cent interest in Headwater's Crane Creek project in Idaho through staged exploration expenditures totalling up to $25-million (U.S.) and the completion of a preliminary economic assessment (PEA) report.

Highlights:

• Headwater has entered into a definitive earn-in agreement with Centerra for a subsidiary of Centerra to earn up to a 70-per-cent interest in Headwater's Crane Creek project in Idaho;
• Up to $25-million (U.S.) in staged earn-in expenditures: Centerra may elect to earn up to a 60-per-cent interest in the project by financing exploration expenditures of $25-million (U.S.) and granting Headwater a royalty on the project;
• $2.5-million (U.S.) expenditure commitment: Centerra to finance a minimum commitment of $2.5-million (U.S.) in exploration expenditures during the first three years of the agreement;
• Carried interest to completion of a PEA: Centerra may earn an additional 10-per-cent interest (up to 70 per cent) in the project by completing a preliminary economic assessment report on the project;
• The project is fully permitted for drilling under a notice of intent with the Bureau of Land Management (BLM) and a plan of operation with the Idaho Department of Lands.

Caleb Stroup, Headwater's president and chief executive officer, stated: "Since becoming a strategic Headwater shareholder last year, Centerra has been an engaged and supportive partner. We are very excited to expand that relationship into a fully aligned exploration partnership on the project level at Crane Creek. Centerra's commitment to a substantial multistage earn-in underscores the scale of the opportunity at this project and allows us to properly test what we believe is a large, underexplored epithermal system with high-grade potential at depth as well as near surface, bulk-tonnage potential. Centerra brings strong technical expertise and a collaborative approach and we look forward to working with them to unlock the full potential of the project for our shareholders."

Notes:

1. Stage 1 is inclusive of the minimum commitment of $2.5-million (U.S.).
2. If Centerra completes Stage 1 but not Stage 2, its ownership interest in the project is reduced to 49 per cent, which Headwater retains the right to purchase at a mutually agreed price or, if a price cannot be mutually agreed within a specified period, for fair value that will be determined based on an agreed-upon process.
3. Upon completion of Stage 2, Headwater will be ceded a 2-per-cent net smelter return (NSR) royalty on royalty-free claims that are 100 per cent owned by Headwater and a 1-per-cent NSR royalty on land subject to existing underlying royalties.
4. In order to acquire the additional 10-per-cent interest in the project, Centerra shall be required to sole finance the completion of a preliminary economic assessment report reflecting a mineral resource of not less than one million ounces gold equivalent.

Commercial terms:

The agreement grants Centerra the exclusive right to acquire up to a 70-per-cent interest in the project, subject to the terms thereof, by making an initial cash payment of $87,000 (U.S.) to Headwater upon execution of the agreement and subsequent annual cash payments of $50,000 (U.S.) thereafter starting on the first anniversary of the agreement. These payments are considered exploration expenditures for the purposes of the earn-in structure outlined below.

Earn-in structure

Stage 1: Centerra has the option to acquire a 51-per-cent interest in the project by sole financing exploration expenditures of $10-million (U.S.) within four years of the execution date. Stage 1 includes a firm commitment to finance a minimum of $2.5-million in exploration within the first three years. Centerra will be the initial operator of the project.

Stage 2: Centerra may elect to earn an additional 9-per-cent interest (to 60 per cent) in the project by solely financing additional expenditures of $15-million (U.S.) within four years following the completion of Stage 1. Headwater will be ceded a 2-per-cent NSR royalty on royalty-free claims that are 100 per cent owned by Headwater and a 1-per-cent NSR royalty on land subject to existing underlying royalties.

Stage 3: Centerra may earn an additional 10-per-cent interest (to 70 per cent) in the project by completing a preliminary economic assessment report for the project, which is required to include a minimum one-million-ounce gold or gold equivalent resource, within two years following completion of Stage 2. Centerra can extend the Stage 3 earn-in period by making annual payments to Headwater or making incremental exploration expenditures.

About the Crane Creek project

The Crane Creek project is located in western Idaho, approximately 18 kilometres northeast of the town of Weiser and 90 kilometres northwest of the city of Boise, with a paved county road less than one kilometre from the southern property boundary. The project is fully permitted for drilling under a notice of intent with the BLM and a plan of operation with the Idaho Department of Lands. The project encompasses an array of mineralized epithermal quartz veins within a broad gold and trace element geochemical anomaly and features characteristics of a well-preserved low-sulphidation system, including historical mercury workings, widespread opaline silica and chalcedonic vein fill. This alteration cell is located eight kilometres along trend northwest of the Nutmeg Mountain gold project (1,006,000 ounces gold indicated and 275,000 ounces gold inferred). The Crane Creek project comprises approximately 1,240 hectares, consisting of 123 unpatented federal mining claims on BLM land, a 640-acre State of Idaho minerals lease and a private lease.

Historic drilling took place on the property between 1984 and 1996, consisting of mainly shallow reverse circulation holes with an average depth of 71 metres. Only three holes were drilled to greater than 150 metres in depth. Historic drilling primarily targeted bulk-tonnage disseminated mineralization in a package of near-surface sedimentary rocks, with most holes terminated shortly after intercepting an underlying basalt unit. A significant number of holes encountered mineralized quartz veins ranging from 2.0 grams per tonne gold up to 8.14 grams per tonne gold that were apparently never followed up, within broader intervals of disseminated low-grade mineralization. The potential for basalt-hosted high-grade veins at depths of 100 metres or more below the paleosurface, such as those occurring at the Midas mine in northern Nevada (Hecla Mining Company) and the Cerro Negro mine (Newmont Corp.) in Argentina, remains untested at the project.

Headwater recently completed a suite of airborne magnetic and radiometric surveys and a ground gravity survey across the property, which collectively delineate a large, structurally focused hydrothermal system extending well beyond the area of historical work. The radiometric data define a four-kilometre-by-two-kilometre potassium anomaly interpreted as illite-adularia alteration, while the magnetic and gravity data sets highlight a series of untested north-northwest-trending structural breaks and magnetite-destructive lows consistent with prospective fault-hosted vein zones. Integration of these data sets with surface mapping and historical results has defined multiple high-priority targets for both high-grade vein mineralization at depth and near-surface bulk-tonnage potential.

Under the earn-in agreement announced herein, Headwater and Centerra will now work jointly to finalize an integrated exploration plan that incorporates the recently completed geophysical data sets, historical results and updated geological interpretation. The partners intend to prioritize and refine specific drill targets across the main vein corridor and newly generated structural and alteration targets, with the objective of initiating phase 1 drilling as early as the spring of 2026.

About Centerra Gold Inc.

Centerra Gold is a Canadian-based gold mining company focused on operating, developing, exploring and acquiring gold and copper properties in North America, Turkey and other markets worldwide. Centerra operates two mines: the Mount Milligan mine in British Columbia, Canada, and the Oksut mine in Turkey. Centerra also owns the Kemess project in British Columbia, Canada, and the Goldfield project in Nevada, United States, and owns and operates the molybdenum business unit in the United States and Canada. Centerra's shares trade on the Toronto Stock Exchange under the symbol CG and on the New York Stock Exchange under the symbol CGAU. Centerra is based in Toronto, Ont., Canada. Centerra holds a 9.9-per-cent equity interest in Headwater Gold.

About Headwater Gold Inc.

Headwater Gold is a technically driven mineral exploration company focused on exploring for and discovering high-grade precious metal deposits in the Western United States. Headwater is actively exploring one of the world's most well-endowed, mining-friendly jurisdictions, with a goal of making world-class precious metal discoveries. The company has a large portfolio of epithermal vein exploration projects and a technical team with diverse experience in capital markets and major mining companies. Headwater is systematically drill testing several projects in Nevada and has strategic earn-in agreements with Newmont Corp. on its Spring Peak and Lodestar projects and Oceanagold Corp. on its TJ, Jake Creek and Hot Creek projects. In August, 2022, and September, 2024, Newmont and Centerra acquired strategic equity interests in the company, further strengthening Headwater's exploration capabilities.

Headwater is part of the NewQuest Capital Group, which is a discovery-driven investment enterprise that builds value through the incubation and financing of mineral projects and companies.

Qualified person

The technical information contained in this news release has been reviewed and approved by Dr. Gregory Dering, PGeo (AIPG CPG No. 12298), a qualified person as defined in National Instrument 43-101, Standards of Disclosure for Mineral Projects. Dr. Dering is not independent by reason of being the company's vice-president of exploration.

We seek Safe Harbor.