Mr. Caleb Stroup reports

HEADWATER COMPLETES STRATEGIC INVESTMENT BY CENTERRA GOLD

Further to its news release of Sept. 9, 2024, Headwater Gold Inc. has completed a non-brokered private placement to raise gross proceeds of $1.54-million through the sale of seven million common shares of the company priced at 22 cents per share to Centerra Gold Inc.

Centerra has acquired 9.9 per cent of the issued and outstanding common shares of the company. The company and Centerra have entered 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.

The proceeds from the financing will be used for exploration activities at the company's Western United States projects and for general working capital. All securities issued are restricted from trading until Jan. 17, 2025.

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 market and 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 Corp., 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, including Spring Peak and Lodestar, which continue under partnership toward a goal of discovering a Tier 1 scale gold deposit in Nevada.

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.

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