Mr. Caleb Stroup reports

HEADWATER GOLD COMPLETES STRATEGIC PRIVATE PLACEMENT LED BY RICK RULE, JEFF PHILLIPS, AND CENTERRA GOLD

Headwater Gold Inc., further to its news release of Aug. 14, 2025, has completed a non-brokered private placement to raise gross proceeds of up to $1-million through the sale of up to 3,333,333 units of the company at a price of 30 cents per unit.

The financing was led by prominent North American natural resource investors Rick Rule and Jeff Phillips, with participation from Centerra Gold Inc., which elected to maintain its 9.9-per-cent interest in the company following its initial investment announced Sept. 17, 2024.

Caleb Stroup, president and chief executive officer of the company, states: "We are very pleased to close this financing with the continued support of Rick Rule, Jeff Phillips and Centerra. Their participation represents a strong endorsement of our team, business model and vision. With this funding now secured, we are well positioned to accelerate our generative exploration activities across the Western U.S. and continue advancing our pipeline of high-quality gold projects."

The proceeds from the offering will be used to support continuing project generation, exploration at the company's 100-per-cent-owned gold projects in the Western United States and general working capital.

Each unit consists of one common share and one non-transferable share purchase warrant, exercisable into one further share at a price of 50 cents for a period of 36 months. The shares are subject to a one-year hold period from the closing date and such other restrictions as may be required by applicable securities laws and stock exchange rules. Fifteen months after the closing date, the company will have the right to accelerate the expiry date of the warrants if the weighted average closing price of the company's common shares on the Canadian Securities Exchange equals or exceeds 75 cents for 20 consecutive trading days. Upon the occurrence of the acceleration event, the expiry date of the warrants will then be 30 days from the date of issue of a news release announcing the acceleration. No finders' fees were paid in connection with the offering.

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 U.S. 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. In August, 2022, and September, 2024, Newmont and Centerra Gold Inc. 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.

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