Mr. Caleb Stroup reports

HEADWATER GOLD COMPLETES OVERSUBSCRIBED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF $5.75 MILLION

Headwater Gold Inc., further to its news release of Feb. 26, 2026, has completed a commercially reasonable efforts private placement of 9,914,150 common shares of the company at an issue price of 58 cents per common share to raise gross proceeds of $5,750,207, including the full exercise of the agent's option. Canaccord Genuity Corp. acted as lead agent and sole bookrunner under the offering.

The offering included participation from Centerra Gold Inc., which elected to maintain its 9.99-per-cent interest in the company following its initial investment announced on Sept. 17, 2024.

The company intends to use the net proceeds from the offering for exploration of its 100-per-cent-owned projects in the Western United States, project generation and acquisitions, general corporate purposes, and working capital.

In accordance with applicable regulatory requirements and National Instrument 45-106, Prospectus Exemptions, the common shares were offered for sale to purchasers resident in Canada pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended and supplemented by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, and to investors in other jurisdictions. The common shares issued to subscribers in the offering are not subject to a hold period pursuant to applicable Canadian securities laws.

As consideration for the services rendered in connection with the offering, the company paid to Canaccord a cash fee in an amount equal to 6.0 per cent of the gross proceeds of the offering, reduced to 3.0 per cent on the portion of the offering made available to purchasers on a president's list designated by the company. In addition, the company paid to Canaccord a corporate finance fee of $75,000, satisfied through a cash payment of $37,500 and the issuance of 64,655 common shares at a deemed issue price of 58 cents per agent share. The company also issued to Canaccord the number of non-transferable common share purchase warrants equal to 6.0 per cent of the common shares sold under the offering, reduced to nil on the portion of the offering made available to purchasers on the president's list. Each agent warrant entitles Canaccord to purchase one common share for a period of 24 months from the date of issue at an exercise price of 70 cents. The agent shares and the agent warrants (and the common shares issuable upon exercise) are subject to a hold period expiring on July 20, 2026.

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 OceanaGold Corp. on its TJ, Jake Creek and Hot Creek projects, as well as Newmont Corp. on its Spring Peak and Lodestar projects, in addition to Centerra Gold on its Crane Creek project in Idaho. In August, 2022, and September, 2024, Newmont and Centerra acquired strategic equity interests in the company, further strengthening Headwater's exploration capabilities.

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