Mr. Caleb Stroup reports

HEADWATER GOLD ACQUIRES THE WHISKEY PROJECT IN NEVADA AND REPORTS 19.2 G/T AU IN ROCK SAMPLES AT SURFACE

Headwater Gold Inc. has acquired the Whiskey gold project located in Mineral county, Nevada. Whiskey is an epithermal gold project situated in the highly endowed Walker Lane belt near Headwater's Spring Peak and Lodestar projects, which are being advanced through earn-in agreements with Newmont Corp.

Highlights:

• Strategic location: The Whiskey project is positioned in heart of the Walker Lane gold belt, 20 kilometres east of the Borealis mine and the company's Spring Peak project.
• High-grade surface mineralization: Recent rock-chip sampling by Headwater returned gold grades of 19.2 grams per tonne gold, 18.5 grams per tonne gold and 14.6 grams per tonne gold from the High Proof target, with no known drilling ever completed in the area.
• Positive historical drilling: Historical shallow drilling at the East Rye and West Rye targets intercepted broad zones of epithermal gold mineralization, including 59.7 metres grading 0.85 gram per tonne gold (RS-6) and 10.7 metres grading 0.52 gram per tonne gold (W-83-5).

Caleb Stroup, president and chief executive officer of Headwater Gold, stated: "Whiskey is a high-quality addition to our portfolio of 100-per-cent-controlled Nevada gold projects, giving our shareholders direct leverage to any exploration success we generate. Strategically located near our Spring Peak and Lodestar projects, where we are advancing major earn-in agreements with Newmont, Whiskey covers a large, well-preserved epithermal system with multiple distinct target types ranging from high-grade gold in basement structures to classic low-sulphidation epithermal targets developed in rhyolite domes. The combination of known high-grade surface mineralization, encouraging historical drill results and large areas of untested potential under shallow cover makes Whiskey a very exciting exploration opportunity. We look forward to systematically advancing the project with a focus on defining and testing high-priority targets."

Project overview

Whiskey was acquired through a combination of two option agreements to acquire a 100-per-cent interest in pre-existing claims held by private parties and the staking of additional mining claims by Headwater, resulting in the consolidation of a land package covering 216 unpatented lode claims on Bureau of Land Management (BLM) land. The project covers a preserved epithermal system exposed in an erosional window beneath a thin veneer of postmineral basalt cover. Surface mapping and sampling have identified three primary target areas:

• High Proof target: High-grade, fault-hosted gold mineralization hosted in basement rocks, where recent rock sampling by Headwater returned values up to 19.2 grams per tonne gold. No known historical drilling has been completed in the area.
• East Rye and West Rye targets: Broad zones of chalcedonic silica alteration developed above rhyolite flow domes, with highly anomalous epithermal pathfinder elements (mercury, arsenic and gold) at surface. Historic shallow drilling returned gold intercepts in both areas, including 59.7 metres grading 0.85 gram per tonne gold from 48.77 metres (including 12.2 metres at 1.79 grams per tonne gold) in RS-6 and 10.7 metres grading 0.52 gram per tonne gold from 33.53 m in W-83-5.

The project area exhibits excellent district-scale potential with large zones of preserved alteration extending beyond the historical drill-tested areas. The broader mineralized system remains largely open in terms of prospectivity to the north, east and south under shallow postmineral basalt and to the west under alluvial cover.

Previous exploration

Intermittent exploration has taken place on the Whiskey property since 1971, with operators including Conoco, U.S. Minerals Exploration, Homestake, Combined Metals Reduction, Santa Fe Minerals and Newmont. In addition to surface sampling and geologic mapping, 48 shallow exploration holes have been drilled on the property, of which Headwater has assay and collar location data for 41 of these holes. Drilling was focused on the outcropping exposures of silicified rhyolite in the eastern and western portions of the property, with very little exploration completed on trend under postmineral cover rocks, or following up other known anomalies on the property. The average hole depth of historic drilling is 97 metres, with a maximum depth of 191 metres. Historical surface sampling includes 801 soil and 614 rock samples. The historic surface sampling and mapping also focused on the exposures of silicified rhyolite, with only scattered sampling of the intrusion-hosted veins and other altered rocks on the property. In December, 2024, and January, 2025, Headwater collected 74 rock samples on the property, targeting silica alteration and veining. At the High Proof target, selective sampling of fracture zones and historic workings confirmed the presence of high-grade gold mineralization in granitic basement rocks. Gold mineralization is associated with quartz-sulfide alteration in northwest-striking fracture corridors.

Headwater exploration plans

Headwater recently completed a reconnaissance rock sampling program and has completed property-wide gravity, airborne magnetic and radiometric geophysical surveys, the results of which are currently being interpreted. The next steps at Whiskey will include upgrading the geological map, integrating new geophysical and geochemical data sets, and prioritizing drill targets for initial testing of high-grade zones. The project location on BLM land facilitates streamlined permitting and year-round access to the project.

Acquisition terms

Headwater consolidated the Whiskey project through two exploration lease and option to purchase agreements with separate private arm's-length vendors, securing the right to acquire 100 per cent interests in pre-existing project claims. Each agreement provides for an initial payment of $4,000 (U.S.) and, beginning on the third anniversary, annual minimum payments of $10,000 (U.S.). Annual payments increase by $5,000 (U.S.) per year until $30,000 (U.S.) is payable on the seventh and each succeeding anniversary over a 20-year term. These minimum payments may be credited toward the purchase price of $1.5-million under each agreement should the company elect to exercise its option to purchase a 100-per-cent interest in the vendor claims. The vendor claims under each agreement are subject to a 2.0-per-cent net smelter return (NSR) royalty, of which the company may purchase 1.5 per cent of the NSR royalty for $2-million (U.S.) and reduce the royalty to 0.5 per cent.

Headwater has also located an additional 134 100-per-cent-owned unpatented mining claims contiguous to the vendor claims, consolidating the district.

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, which 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. In September, 2024, Centerra Gold Inc. acquired a strategic 9.9-per-cent interest in the company through a non-brokered private placement at a premium to market.

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 Scott Close, PGeo (No. 158157), a qualified person as defined in National Instrument 43-101, Standards of Disclosure for Mineral Projects.

Note: Historical drill intercepts and historical surface geochemistry included in this release were sourced from drill logs, assay certificates and internal company reports generated by previous operators. These results have not been independently verified by Headwater and are treated by the company as historical in nature and not current or NI 43-101 compliant.

Analytical methods

Headwater rock samples were delivered to Bureau Veritas (BV) facilities in Sparks, Nev. Samples were prepared by crushing and grinding by BV method PRP70-500 to obtain a 500-gram subsample. Geochemical analyses, including fire assay, were carried out at ISO 17025:2017 accredited Bureau Veritas laboratories in Vancouver, B.C. Pulps were assayed for 59 elements by method MA250 using a 25-gram sample after a four-acid near-total digest with an ICP-MS finish. Gold was assayed by fire assay using BV method FA330 with a 30-gram sample charge and ICP-ME finish. For samples containing greater than 10 grams per tonne gold, the overlimit protocol is to determine gold concentration by gravimetric finish. Results of the laboratory's quality control program, which includes reference materials, analytical blanks and analytical replicates, are monitored by Headwater.

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