Mr. Caleb Stroup reports

HEADWATER GOLD ANNOUNCES PLANNED 2024 DRILL PROGRAMS ON SPRING PEAK AND LODESTAR PROJECTS, NEVADA

Headwater Gold Inc. has provided details on the planned 2024 exploration activities on the Spring Peak and Lodestar projects under earn-in agreements with Newmont Corp. announced on Aug. 16, 2022, and May 9, 2023.

Highlights:

• Headwater and Newmont have agreed upon proposed 2024 exploration activities at the Spring Peak and Lodestar projects targeting high-grade gold mineralization in epithermal veins.
• Exploration activities are currently expected to include up to 7,000 metres of drilling at Spring Peak and up to 3,500 metres of drilling at Lodestar.
• Further exploration activities including geophysics, additional geological mapping and environmental baseline surveys are currently planned across both project areas.
• Drilling is estimated to commence at Spring Peak in early summer 2024 and at Lodestar in the fall of 2024.
• As the current operator, Headwater will earn a 10-per-cent management fee on earn-in exploration expenditures.
• Discussions are under way regarding potential work plans across the remainder of the Newmont earn-in project portfolio.

Caleb Stroup, the president and chief executive officer of the company, states: "We are very excited to announce plans for another busy year of drilling funded by our earn-in partner, Newmont. The company is pleased to see Newmont's commitment to further test our vision for Tier 1 potential at the Spring Peak and Lodestar gold projects. This year's drilling will cover an expanded land position and footprint of exploration in the district. In addition to the ongoing stepout drilling at the Disco zone high-grade discovery, we will be devoting a significant proportion of our proposed drilling activity to new areas, including targets on the recently acquired private lands at Spring Peak and an exciting first test of the Zodiac sinter target at Lodestar. Our understanding of this mineralized system has grown significantly over the last two years of drilling and our team is very excited to apply that knowledge at a district scale. Our partnership with Newmont offers shareholders a rare opportunity to gain exposure to a substantial amount of partner-funded greenfields exploration in a Tier 1 jurisdiction, in addition to pure upside from our 100-per-cent-owned-and-operated exploration projects while minimizing dilution at the corporate level."

About the Spring Peak project

The Spring Peak project is located in the Aurora mining district in the Walker Lane belt, west-central Nevada, approximately 50 kilometres southwest of the town of Hawthorne. The project adjoins Hecla Mining Company's past-producing Aurora Mine complex where existing infrastructure includes a 350-ton-per-day mill, several production water wells and high-voltage three-phase power.

A multirig drill program totalling up to approximately 7,000 metres over 20 to 25 holes is scheduled to begin in early summer 2024. The primary objective of the drill program will be to test for extensions of mineralization along the Bear fault corridor which hosts high-grade mineralization at the Disco zone discovery. Targets along strike, down dip and in the hangingwall of the Bear fault will be drill tested.

The Disco zone is a mineralized corridor which hosts a series of high-grade epithermal veins at depth discovered by Headwater in 2022 by drilling beneath a thick accumulation of silica sinter at surface. Drilling at the Disco zone intercepted multiple discrete mineralized veins. The highest-grade gold encountered to date at the Spring Peak project is in drill hole SP22-13 which intersected two individual veins assaying 15.92 grams per tonne Au over 2.38 m and 10.43 g/t Au over 2.01 m. The highest individual assay returned 69.6 g/t Au over 0.34 m. These intervals are part of a broader zone which assayed 2.73 g/t Au over 34.72 m.

A further objective of the 2024 drill program will be to test multiple new targets across the property package with initial scout drilling, including targets on newly acquired private lands which have no prior drilling. Drilling is authorized for 2024 under an existing drill permit and an expanded plan of operations permit has been submitted to the United States Forest Service which is projected to be approved for the 2025 drilling season.

Headwater holds an option to acquire a 100-per-cent undivided interest in the Spring Peak project from Orogen Royalties, subject to retained royalties and subject to Newmont's option to acquire up to 75 per cent of the project following certain expenditures and preparation of a prefeasibility study within a designated time frame.

For more information on the Spring Peak project refer to the news release dated Feb. 13, 2024.

About the Lodestar project

The Lodestar project is located approximately 10 kilometres north of the company's Spring Peak project in the Aurora mining district in the Walker Lane belt, west-central Nevada, and adjoins Hecla's past-producing Aurora mine complex where existing infrastructure includes a 350-ton-per-day mill, several production water wells and high-voltage three-phase power.

A multirig drill program totalling up to approximately 3,500 metres over 10 to 15 holes is currently scheduled to begin in the fall of 2024. The primary objective of the drill program will be to test for high-grade precious metals in steeply dipping feeder structures under the Zodiac sinter target. The Zodiac target consists of a prominent silicified and brecciated ridgeline capped by a silica sinter similar in character to the sinter exposed above the Disco zone discovery at the company's Spring Peak project. Additional scout drill holes are planned to test undercover geophysical targets adjacent to the Zodiac target, beneath a thin veneer of postmineral basalt. A drilling permit application has been submitted to the United States Forest Service for the 2024 drill program. Authorization of drilling activities under this permit is anticipated in Q3 2024.

Headwater holds an option to acquire a 100-per-cent undivided interest in the Lodestar project from a private vendor, subject to retained royalties and Newmont's option to acquire up to 75 per cent of the project following certain expenditures and preparation of a prefeasibility study within a designated time frame.

For more information on the Lodestar project refer to the news release dated March 7, 2023.

About Headwater Gold Inc.

Headwater Gold is a technically driven mineral exploration company focused on the exploration and discovery of high-grade precious metal deposits in the Western United States. Headwater is aggressively exploring one of the most well-endowed and mining-friendly jurisdictions in the world with a goal of making world-class precious metal discoveries. Headwater has a large portfolio of epithermal vein exploration projects and a technical team of experienced geologists with diverse capital markets, junior and major mining company backgrounds.

The company is systematically drill testing several projects in Nevada and in August, 2022, and May, 2023, announced significant transactions with Newmont where it acquired a 9.9-per-cent strategic equity interest in the company and entered into earn-in agreements on several of Headwater's projects.

We seek Safe Harbor.