Mr. Caleb Stroup reports

HEADWATER ANNOUNCES STRATEGIC INVESTMENT BY CENTERRA GOLD

Headwater Gold Inc. and Centerra Gold Inc. have agreed to a strategic investment under which Centerra will acquire 9.9 per cent of the issued and outstanding common shares of the company. Centerra will purchase, through a non-brokered private placement, seven million common shares of the company at a price of 22 cents per share for gross proceeds of $1.54-million. The issue price represents a 15-per-cent premium to the last closing price of Headwater common shares on the Canadian Securities Exchange as of Sept. 6, 2024.

Caleb Stroup, president and chief executive officer of the company, states: "We are very pleased to welcome Centerra as a new strategic Headwater shareholder. The company continues to advance our mission of delivering value through the discovery of high-grade, high-upside gold deposits in one of the most mining-friendly jurisdictions in the world and I believe this represents a great vote of confidence in both our technical work and overall business strategy. This additional capital comes at an attractive premium and favourable terms for shareholders and will result in a strong treasury position of over $4-million to accelerate our ongoing generative initiatives and 100-per-cent-funded exploration activities in Nevada in a rising gold price environment."

The proceeds from the offering will be used for exploration activities at the company's Western United States projects and for general working capital. The closing of the offering is subject to certain conditions including, but not limited to, approval of the Canadian Securities Exchange and receipt of all required regulatory and other approvals. The company anticipates the offering will close on Sept. 16, 2024, and does not intend to expand the offering beyond the participation by Centerra.

The company and Centerra will enter into an investor rights agreement, whereby, subject to certain conditions, including time and ownership thresholds, Centerra will retain certain limited rights, including the right to participate in future equity issuances to maintain its percentage ownership in the company.

All securities issued will be subject to a statutory hold period of four months and one day.

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 Staes. 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.

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