Headwater Gold Inc.

Company Data | Introduction | Projects in Hand | Management
News Update | Chinese

Company Data

Introduction

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 as well as 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% (currently 8.7%) strategic equity interest in the Company and entered into earn-in agreements on Headwater's Spring Peak and Lodestar projects. In September of 2024, Centerra Gold Inc. acquired a strategic 9.9% interest in the Company through a non-brokered private placement.

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.

Investment Highlights

• Focused on High-Grade Gold
• Focus on high-grade gold and silver in mining-friendly Western USA
• World-Class Team
• Discovery driven, highly technical team with global and local experience and strong capital markets expertise
• Large Active Project Portfolio
• Aggressively exploring large portfolio of 100%-owned projects
• Project Generation
• Company specializes in generating new projects on open ground
• Newmont Partnership
• Two active earn-in projects with Newmont
• Hybrid Discovery Model
• Leverage for shareholders through self-funded exploration
• Minimize dilution and financing risk with partner funding

Projects in Hand

NEWMONT FUNDED EXPLORATION

• Newmont earn-ins on two projects
• Partner funded
• HWG operates and earns a 10% management fee (See news release dated August 16, 2022 & May 9, 2023)

Spring Peak Project, Nevada (Newmont Earn-In Project)

The Spring Peak project is located in the Aurora Mining District in the Walker Lane belt, west-central Nevada, approximately 50 km southwest of the town of Hawthorne. The project adjoins Hecla Mining Company's past-producing Aurora Mine.

• Project has a clear analog next door at Aurora Mine
• Exploration program 100% funded by Newmont
• High-grade mineralization remains open at depth and in both directions along strike

Recently expanded land package

New High-Grade Discoveries:

• Disco Zone: 15.92 g/t Au over 2.38 m
• Opal Ridge: 16.4 g/t Au over 1.52 m

New Target Zones:

• Shadow Target: 3.55 g/t Au over 762 m
• Southpaw Target: 4.75 g/t Au over 1.52 m; 3.23 g/t Au over 1.52 m

2024 Drill Program

• 18 holes completed targeting extensions and new areas
• Total of 6,874 meters of diamond core and reverse circulation drilling
• Tested extensions of known mineralization along the Bear Fault corridor discovered by previous Headwater drilling
• Tested multiple new targets across the property with initial scout drilling

Lodestar Project, Nevada (Newmont Earn-In Project)

The Lodestar project is located approximately 10 kilometres north of the Company's Spring Peak project.

Recently expanded land package

• Analogous geologic features to Headwater's Spring Peak Property
• Immediately adjacent to Hecla's past-producing high-grade Aurora mine
• Thick silica sinter indicates potential for preserved high-grade veins at depth
• Approximately 3,500 m of drilling planned for 2025

100% OWNED SELF-FUNDED PROJECTS

• 11 self-funded and 100% owned exploration projects
• Multiple projects with drill-ready epithermal vein targets
• Actively generating new projects and discovery opportunities

TJ Project, Nevada

Headwater 100% Owned

• Preserved high-level epithermal alteration with geologic features similar to Headwater's Spring Peak Property
• Initial drill program at TJ consisted of five reverse-circulation (“RC”) drill holes totaling 1,030 metres
• All drill holes encountered strong alteration indicative of the upper levels of an epithermal system

Midas North Project, Nevada

Headwater 100% Owned

• Large under-explored precious metal system with a clear analog at Hecla's Midas Mine
• Large, epithermal alteration cell immediately north of and adjoining Hecla Mining Company's Midas Mine
• Successful scout drilling program completed in 2023 encountered 47.0 g/t Ag over 9.1 m (See news release dated February 12, 2024)

Crane Creek Project, Idaho

Headwater 100% Owned

• Fully-preserved epithermal vein system with multiple high-grade targets, open pit and underground potential
• Gold-bearing epithermal quartz veins at surface
• Shallow historic drilling points to high-grade potential
• High level mercury-silica cap indicates potential for fully preserved vein system
• Targeting basalt-hosted high-grade veins at depths > 100 m
• Exploration planned

Upcoming Catalysts

• Assays Results from Spring Peak
• ~3,500 m Lodestar Drill Program Funded by Newmont
• Additional 2025 Drill Program Announcements
• Potential New Acquisitions

Management

Management and Directors

Caleb Stroup, BSc, MSc Geology, President & Chief Executive Officer

Geologist with over 15 years experience in exploring for gold, base metals, and geothermal resources.

Former Senior Geologist for Kinross Gold Corporation, responsible for greenfields project generation and advanced property evaluation in Nevada.

Previous roles with NovaGold, Tintina Resources, and Ram Power working on diverse resource projects from Central America to Alaska.

Phillip Yee, CPA, MBA, Chief Financial Officer

Professional accountant with graduate degrees in business and engineering and has over 20 years' experience in corporate management, regulatory compliance, accounting, audit and taxation for both private and public companies.

Previous executive management roles at Canagold Resources, Endeavour Silver and the Augusta Group.

Alistair Waddell, BSc (Hons), MAusIMM, Chairman

Geologist with over 25 years of diverse global mineral exploration experience

Founder and CEO of Australia focused Inflection Resources (CSE: AUCU)

Wendell Zerb, P.Geol., Director

Fraser MacCorquodale, Director

Tero Kosonen, MSc (Econ), Director

Graeme Currie, Director

Technical Team

Dr. Greg Dering, PhD Geology, Vice President of Exploration

Structural geologist with experience in gold and geothermal exploration in the western US and Alaska since 2008.

Expert in the growth of high-level vein systems and dynamics of magma Emplacement.

Previous roles with Barrick and the Nevada Bureau of Mines and Geology.

Randy Vance, MSc Geology, Chief Geologist

Geologist with extensive bonanza epithermal experience in northern Nevada and the Great Basin.

More than 40 years experience in metals exploration and discovery.

Worked in the western U.S., Alaska, and the Yukon for Newmont, Klondex, Hecla Nevada, and as a consulting geologist.

Brent Cook, BSc Geology, Technical Advisor

Rick Streiff, BSc Geology, Technical Advisor

News Update

On February 26, 2026, Headwater Gold Inc. announced that it has entered into an agreement with Canaccord Genuity Corp. as lead agent and sole bookrunner (the “Agent”), in connection with a “commercially reasonable efforts” private placement of up to 8,621,000 common shares of the Company (each, a “Common Share”) at a price of $0.58 per Common Share (the “Issue Price”) for aggregate gross proceeds to the Company of up to approximately $5 million (the “Offering”).

The Company intends to use the net proceeds from the Offering for exploration of its 100% owned projects in the Western United States, project generation and acquisitions, general corporate purposes and working capital.

On February 23, 2026, Headwater Gold Inc. has completed drill programs at the Lodestar and TJ projects located in Nevada, United States. Lodestar drilling was 100-per-cent financed by Newmont Corp. (New York Stock Exchange: NEM, Australian Securities Exchange: NEM, PNGX: NEM) through an earn-in agreement announced on May 9, 2023. TJ drilling was 100-per-cent financed by OceanaGold Corp. pursuant to the earn-in agreement announced on Oct. 15, 2025. Highlights:

• Lodestar drilling: Approximately 2,950 metres were completed over four core holes and five reverse circulation holes. All holes drilled in the Zodiac Sinter target area intersected the modeled structural target or adjacent pervasive hydrothermal alteration.
• TJ drilling: Approximately 1,350 metres of core drilling were completed over five holes in two target areas. Drilling was suspended due to the onset of inclement winter weather. All holes encountered hydrothermal breccias and veining within pervasive epithermal alteration.
• All drill samples from both programs have been submitted for laboratory analysis. Final assay results are expected over the coming weeks.

Caleb Stroup, president and chief executive officer of the company, states: "We are pleased to have successfully completed both the Lodestar and TJ drill programs which began in Q4 2025. At Lodestar, we intersected the targeted structures and associated hydrothermal alteration and at TJ we confirmed the scale and continuity of epithermal veining along the East Sinter fault system. While assays are pending, the geological observations from both programs are encouraging. We look forward to receiving and interpreting the analytical results and will outline follow-up plans once the full data set has been evaluated."

On February 18, 2026, CSAMT (controlled-source audio-frequency magnetotelluric) resistivity and ground gravity geophysical surveys are under way at Headwater Gold Inc.'s 100-per-cent-owned Jake Creek project in Nevada. The surveys are fully financed pursuant to the earn-in agreement with Oceanagold Corp. announced on Oct. 15, 2025. Highlights:

• CSAMT and gravity geophysical surveys under way: 12.5-line-kilometre CSAMT and 600-station gravity survey designed to define structural controls and prioritize drill targets;
• New surface vein discovery: detailed mapping identified a new zone of outcropping high-level epithermal quartz veining (Pete's vein) in the northern portion of the project;
• Soil sampling and geological mapping completed: 500-sample soil survey and comprehensive geologic mapping have significantly refined the structural and stratigraphic framework of the project;
• Drilling planned for summer 2026: an initial drill program is currently scheduled for early summer 2026; the continuing geophysical surveys will inform the final target areas and program scope.

Caleb Stroup, president and chief executive officer of the company, stated: "Historic drilling at Jake Creek confirmed the presence of blind gold mineralization at moderate depth, including 11.3 grams per tonne gold over 1.52 metres within a broader 45.72 metres grading 0.96 g/t Au in hole JC-005. What has been missing is a clear understanding of the structural framework controlling that mineralization, which is a key reason the system was never adequately followed up. Our current program of detailed mapping, relogging, soils and rock sample geochemistry, and modern geophysics is focused on defining the fault architecture and district-scale fluid pathways responsible for mineralization. As we refine this structural and geological model, we are generating increasingly well-constrained, high-quality drill targets in advance of an initial drill program, funded by Oceanagold and scheduled for early summer 2026."

On February 17, 2026, Headwater Gold Inc. has graduated from the OTCQB Venture Market to the OTCQX Best Market and begins trading on the OTCQX Market today under the symbol HWAUF.

The OTCQX market is designed for established, investor-focused U.S. and international companies. To qualify for the OTCQX, companies must meet high financial standards, follow best-practice corporate governance and demonstrate compliance with applicable securities laws. Graduating to the OTCQX market marks an important milestone for companies, enabling them to demonstrate their qualifications and build visibility among U.S. investors.

Caleb Stroup, Headwater Gold's president and chief executive officer, stated: "Our upgrade to the OTCQX underscores the progress we've made in building a disciplined, growth-focused company. This upgrade will allow the company to broaden our shareholder base in the USA as well as promote greater liquidity as we continue aggressive exploration on our large portfolio of gold properties in Nevada and Idaho."

U.S. investors can find current financial disclosure and real-time Level 2 quotes for the company on the OTC Markets website.

On December 31, 2025, Headwater Gold Inc. has granted 1,825,000 incentive stock options to directors, officers, employees and consultants of the company. Each option is exercisable to purchase one common share of the company at a price of 75 cents for a five-year term and vests immediately. The options are subject to the acceptance of the Canadian Securities Exchange.

On December 03, 2025, Headwater Gold Inc. has entered into a definitive earn-in agreement with a subsidiary of Centerra Gold Inc. for Centerra to earn up to a 70-per-cent interest in Headwater's Crane Creek project in Idaho through staged exploration expenditures totalling up to $25-million (U.S.) and the completion of a preliminary economic assessment (PEA) report. Highlights:

• Headwater has entered into a definitive earn-in agreement with Centerra for a subsidiary of Centerra to earn up to a 70-per-cent interest in Headwater's Crane Creek project in Idaho;
• Up to $25-million (U.S.) in staged earn-in expenditures: Centerra may elect to earn up to a 60-per-cent interest in the project by financing exploration expenditures of $25-million (U.S.) and granting Headwater a royalty on the project;
• $2.5-million (U.S.) expenditure commitment: Centerra to finance a minimum commitment of $2.5-million (U.S.) in exploration expenditures during the first three years of the agreement;
• Carried interest to completion of a PEA: Centerra may earn an additional 10-per-cent interest (up to 70 per cent) in the project by completing a preliminary economic assessment report on the project;
• The project is fully permitted for drilling under a notice of intent with the Bureau of Land Management (BLM) and a plan of operation with the Idaho Department of Lands.

Caleb Stroup, Headwater's president and chief executive officer, stated: "Since becoming a strategic Headwater shareholder last year, Centerra has been an engaged and supportive partner. We are very excited to expand that relationship into a fully aligned exploration partnership on the project level at Crane Creek. Centerra's commitment to a substantial multistage earn-in underscores the scale of the opportunity at this project and allows us to properly test what we believe is a large, underexplored epithermal system with high-grade potential at depth as well as near surface, bulk-tonnage potential. Centerra brings strong technical expertise and a collaborative approach and we look forward to working with them to unlock the full potential of the project for our shareholders."

On November 03, 2025, Headwater Gold Inc. has released the results of a gravity geophysics survey completed on both its Spring Peak project and adjoining Lodestar project in Western Nevada. Exploration programs on both projects were financed through earn-in agreements with Newmont Corp. (New York Stock Exchange: NEM, Australian Securities Exchange: NEM, PNGX: NEM), originally announced on Aug. 16, 2022, and May 9, 2023, respectively. Highlights:

• Untested potential: In the southern Spring Peak project area, a mapped fault known as the Bear fault hosts high-grade epithermal veins discovered by Headwater at the Disco zone. Beyond the drilled extend of the Disco zone, the Bear fault corridor remains untested by drilling, offering opportunities for potential blind discoveries akin to Nevada's most recent tier-one discovery at AngloGold Ashanti's Arthur project.
• Bear fault corridor revealed: Based on the gravity survey, Headwater geologists interpret the Bear fault as a major extensional structure spanning over 12 km -- far beyond the previously known one km strike -- much of it under thin, postmineral volcanic cover.
• Priority targets advanced: The Zodiac target on the Lodestar project and the Doug target at Spring Peak show strong structural alignment in the gravity data, with the Doug target showing a potential linkage with the Bear fault itself.

Caleb Stroup, president and chief executive officer of the company, states: "This gravity survey transforms our view of the Bear fault corridor, expanding it to district-scale proportions and highlighting kilometres of untested potential under shallow postmineral cover. We've gained critical insights into the 3-D structure that controls known gold mineralization in the camp and have targets identified for potential future exploration activities. This prospective corridor stands out across multiple data sets, boosting our confidence in pursuing blind targets to make the next big Nevada discovery."

On October 30, 2025, Headwater Gold Inc. announced that it will be participating in the 51st Annual New Orleans Investment Conference at the Hilton New Orleans Riverside November 2 - 5, 2025.

On October 22, 2025, Headwater Gold Inc. has commenced drilling on the TJ project, located in northeastern Nevada. The program is expected to total approximately 1,500 metres of core drilling, fully financed through an earn-in agreement with OceanaGold Corp. announced on Oct. 15, 2025. Highlights:

• Approximately 1,500 metres of core drilling planned: The drill program is planned to consist of four to six holes and test multiple epithermal vein targets.
• Fully financed program: The drill program is fully financed by OceanaGold through an option and earn-in transaction announced Oct. 15, 2025, that includes a $1-million (U.S.) minimum expenditure commitment by OceanaGold on the TJ project.
• Priority focus on the East Sinter fault target: Test high-grade epithermal vein targets identified by Headwater's 2024 RC (reverse circulation) scout drilling program. The 2024 program identified widespread silicification and epithermal veining as well as broad intervals of anomalous gold mineralization in the hangingwall of the East Sinter fault. The company interprets that initial drilling did not penetrate sufficient depths to test for potential high-grade veins.
• Additional drilling to target major structures in the core of the alteration cell: Structural targets supported by CSAMT resistivity, geology and surface geochemical data sets will be tested along the main structural corridor.

Caleb Stroup, president and chief executive officer of the company, states: "We are extremely pleased to be launching the first drill program under our recently announced partnership with OceanaGold. Their team brings deep technical experience in low-sulphidation epithermal systems and we're excited to collaborate as we advance the TJ project. This marks the start of what we expect to be a productive and discovery-driven exploration partnership across multiple projects in northern Nevada. With OceanaGold's support, we can now systematically test the high-quality vein targets we've defined at TJ and move one step closer to realizing the district-scale potential we see in this system."

On October 20, 2025, Headwater Gold Inc.'s exploration permit on the Spring Peak project, referred to as the Burnt Rock plan of operations and located in western Nevada, has been selected for the United States Federal Permitting Improvement Steering Council's FAST-41 Program Transparency List. FAST-41 is a federal initiative designed to streamline approvals for vital infrastructure, ensuring that designated mining projects receive an efficient review and authorization process. Acceptance into the program makes permitting milestones transparent via the FAST-41 project dashboard. The currently contemplated exploration program is financed by Newmont Corp. under stage 2 of the Spring Peak earn-in agreement (see news release dated Sept. 26, 2025) where Newmont may earn a 65-per-cent interest in the project by sole funding $40-million (U.S.) over a 36-month period. Highlights:

• The selection of the Burnt Rock plan of operations into the FAST-41 program provides for transparent and efficient regulatory review and predictable permitting timelines for the Spring Peak gold exploration project.
• The authorization of the additional potential drill sites in the proposed permit would allow for an expansion of exploration activities at the project under stage 2 of the Spring Peak earn-in agreement.

Caleb Stroup, president and chief executive officer of the company, states: "We are thrilled by the inclusion of our project into the FAST-41 program. The continued support of the federal government for mining and exploration projects underscores the growing recognition of the importance of a domestic mineral supply chain. FAST-41 is the track that high-quality, federally recognized projects are placed on, providing the transparency and predictability that are so critical to advancing exploration in the United States.

"With permitting clarity and a funding partnership in place, we're well positioned to progress exploration at Spring Peak."

On October 15, 2025, Headwater Gold Inc. announced that it has entered into a definitive agreement (the “Agreement”) with a subsidiary of OceanaGold Corporation (“OceanaGold”) (TSX: OGC, OTCQX: OCANF) for OceanaGold to acquire an option to earn up to a 75% interest in Headwater’s TJ, Jake Creek and Hot Creek projects in Nevada (collectively, the “Projects”) through staged exploration expenditures totalling up to US$65,000,000 and the completion of Pre-Feasibility Studies. Highlights:

• Firm commitment of US$2,500,000: OceanaGold to fund a minimum commitment of US$2,500,000 in exploration expenditures across three Projects within the first two years of the Agreement;
• Up to US$65,000,000 in staged earn-in expenditures: OceanaGold may elect to earn up to a 65% interest in each Project by funding exploration expenditures of US$25,000,000 on each of TJ and Jake Creek and US$15,000,000 on Hot Creek;
• OceanaGold may elect to earn an additional 10%by completing a PFS: By completing a Pre-Feasibility Study (“PFS”) on each project OceanaGold may earn an additional 10% in each Project (for a total of 75%) and grant Headwater a 1% NSR royalty upon completion of the PFS;
• 10% Management Fee: Under the partnership, Headwater will be the initial operator of the Projects and will receive a 10% management fee; and
• Commencement of drilling on the TJ project: Drill mobilization to the TJ project has begun following the execution of the Agreement.

Caleb Stroup, Headwater’s President and CEO, states: “We are very excited to have executed the Definitive Agreement with OceanaGold, a strong technical and financial collaborator. The stage is now set for a series of exploration programs on all three of these projects in 2025. Mobilization for the TJ drilling program has commenced and we are eagerly anticipating the kickoff of this high-priority drill test. TJ is interpreted to represent a robust, fully preserved epithermal system with multiple high-quality targets identified during our work last year and the partner-funded drilling this year is designed to unlock the project’s full potential.”

On October 14, 2025, Headwater Gold Inc. has commenced drilling on the Lodestar project, located in the Walker Lane mineral belt of western Nevada. The program will total up to 3,500 metres of combined core and reverse circulation (RC) drilling, fully financed through an earn-in agreement with Newmont Corp. announced on May 9, 2023. Highlights:

• Up to 3,500 metres of core and RC drilling -- program to consist of 10 to 15 holes testing multiple gold targets on the Lodestar property;
• Fully financed program -- the planned drill program is fully financed through a $2-million (U.S.) minimum expenditure commitment by Newmont;
• Priority focus on the Zodiac sinter ridge target -- first systematic test of epithermal vein targets at depths greater than 100 metres below silica sinter and adjacent intensely altered breccias at the Zodiac target;
• Additional drilling to target major structures concealed under thin volcanic cover -- structural targets supported by a combination of CSAMT (controlled-source audio-frequency magnetotelluric) resistivity, induced polarization and detailed gravity will be tested with RC scout drilling.

Caleb Stroup, president and chief executive officer of the company, stated: "The start of drilling at Lodestar marks an exciting step for Headwater. The initial focus of this much anticipated program will be the Zodiac sinter target, where the geology and geophysics point to a well-preserved epithermal system with significant discovery potential. The program is designed to test both the structural feeders beneath the sinter and a series of geophysical anomalies elsewhere on the property for high-grade epithermal veins at depth. The endowment of the greater Aurora district, together with the intensity and character of the surface alteration at Lodestar, give our geologists a high degree of optimism as we kick this drilling off. With strong support in place from our funding partner, we are well positioned to advance Lodestar aggressively and test multiple high-priority targets in one of Nevada's most prospective gold districts."

On October 02, 2025, Headwater Gold Inc. has received approval for the Lodestar plan of operations from the U.S. Forest Service and is authorized to commence drilling activities. Mobilization of earth work equipment to site will begin immediately in preparation for an inaugural up-to-3,500-metre drill program.

The Lodestar project is located in the Walker Lane mineral belt in western Nevada and is being explored in partnership with Newmont Corp. through an earn-in agreement announced on May 9, 2023. Highlights:

• Drill permit approved: The U.S. Forest Service has approved the Lodestar plan of operations and authorized the commencement of drilling, allowing work to start immediately.
• Mobilization under way: Earth work and core drilling contractors have been notified to commence mobilization to site.
• Fully financed program: The planned drill program is fully financed through a $2-million (U.S.) minimum expenditure commitment by Newmont. The program is expected to consist of up to 3,500 metres, comprising 10 to 15 holes.
• Priority zodiac target: Initial drilling will test beneath the prominent silica sinter ridge at the Zodiac target, currently interpreted as the preserved paleosurface of an epithermal system, which shows evidence of a dynamic hydrothermal activity that the company considers significant.

Caleb Stroup, president and chief executive officer of the company, states: "We are very pleased to have this much-anticipated permit in place, providing permission to commence drilling at Lodestar. The upcoming program is particularly exciting, as it will be the first-ever test of what we consider to be a very high-priority untested high-grade vein target. The project exhibits all the hallmarks of a robust and well-preserved epithermal system, with extensive silica sinter development and strong alteration features exposed at surface, yet the underlying feeder structures remain completely untested by drilling. We believe this presents a rare opportunity to make a new discovery in one of Nevada's most prospective epithermal gold districts, and we are eager to get drills turning and begin unlocking this potential for our shareholders."

On September 26, 2025, Headwater Gold Inc. announced that Newmont Corporation (“Newmont”) has completed Stage 1 of the Spring Peak earn-in agreement announced on August 16, 2022 (the “Earn-In Agreement”) by sole funding of US$15,000,000 in exploration expenditures on the project. Newmont has earned a 51% interest in the Spring Peak project and has elected to proceed to Stage 2 of the Earn-In Agreement to potentially earn a 65% interest in the project by sole funding an additional US$40,000,000 within 36 months. The parties will establish a Joint Venture Company pursuant to a definitive joint venture agreement, to be negotiated, which will govern management, funding commitments and operator transition terms to continue exploration on the project. Headwater is the operator of the project and earns a 10% management fee. Highlights:

• Newmont has completed Stage 1 of the Spring Peak project Earn-In Agreement and has elected to advance the project to Stage 2.
• Under Stage 2, Newmont may increase its interest in the project from 51% to 65% by funding exploration expenditures of US$40,000,000.
• Upon completion of Stage 2, Newmont may elect to proceed to Stage 3 to earn an additional 10% interest, resulting in a 75% interest in the project by:
• Completing a Pre-Feasibility Study solely funded by Newmont within an additional 2-year period; and
• Granting to Headwater a 2% NSR royalty on claims 100% owned by Headwater and a 1% NSR royalty on inlying claims subject to an underlying option agreement.
• Headwater will be the initial operator of the project under Stage 2 and earn a 10% management fee on exploration expenditures on the project.

Caleb Stroup, President and CEO of Headwater, comments: “The completion of Stage 1 and commencement of Stage 2 at Spring Peak represent a major milestone for the project and the Company. We are extremely pleased that Newmont has elected to continue our partnership on the project following the discovery of the high-grade Disco Zone, encouraging drill results from the Shadow Target, and an expanding set of additional property scale targets. The US$40,000,000 potential funding included in Stage 2 positions the Company to aggressively explore the district scale potential of the project. A significantly expanded drill permit is currently undergoing agency review, which will allow for testing of extensions to the Disco Zone, the Shadow Target, and other potential mineralized structures via 266 proposed new drill sites.”

On September 19, 2025, Headwater Gold Inc. announced the appointment of Mr. David Cross as Chief Financial Officer of the Company effective immediately.

Mr. Cross is a Chartered Professional Accountant ("CPA") who brings 28 years of accounting experience, primarily in the mining and mineral exploration sector. Mr. Cross is a co-founder of Cross Davis & Company, a CPA firm that has focused on providing accounting and management services to publicly listed companies since 2010.

The Company would like to thank Mr. Philip Yee who previously served in the role of CFO for his contributions to the Company and wish him well in his future business ventures.

On September 08, 2025, Headwater Gold Inc. has completed airborne magnetic and radiometric surveys and a ground gravity survey on its 100-per-cent-controlled Crane Creek gold project located in western Idaho. The company has also received drill permits from the state of Idaho and Bureau of Land Management authorizing drilling activities on the project. Highlights:

• The company has identified new high-priority drill targets beneath outcropping gold-bearing epithermal quartz veins where potential mineralized feeder structures have never been tested at depth as well as new target areas with the potential to significantly expand the mineralized footprint of the system.
• The radiometric survey delineated a four-kilometre-long-by-two-kilometre-wide zone of potassium enrichment encompassing the Crane Creek epithermal vein system and unexplored areas to the west and south. This anomaly is interpreted to represent the footprint of illite-adularia hydrothermal alteration and highlights prospectivity beyond the exposed portion of the epithermal vein system.
• The magnetic survey identified numerous targets for fault-hosted vein mineralization within the same structural corridor as NevGold Corp's Nutmeg Mountain project located eight km along strike to the southeast. Clear identification of structures from results of the magnetic survey allows mapping of potential target structures undercover, in areas that have never been drill tested.
• The company has received all necessary permits from the BLM and Idaho Department of Lands for exploration drilling on the project, including a total of 14 drill pads across BLM land and leased land from the State of Idaho.
• The company is evaluating strategic options for advancing Crane Creek, including potential partnerships, while also preparing for the possibility of conducting initial drilling itself.

Caleb Stroup, president and chief executive officer of Headwater, comments: "We are very excited about the opportunity at Crane Creek, particularly as this part of Idaho has gained a much higher profile with the recent discovery by Hercules Metals. Our detailed geophysical surveys, geological mapping and reinterpretation of historical drilling demonstrate that the system is larger and more robust than previously recognized. Together, these data sets have defined a series of exploration targets for both high-grade vein mineralization and potential near-surface bulk-tonnage gold. With permits secured and drill targets now defined, we are now positioned with a range of options to advance this exciting project."

On August 29, 2025, 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.

On August 14, 2025, Headwater Gold Inc. proposes to undertake 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.

Highlights:

• Strategic lead investments from existing shareholders Rick Rule and Jeff Phillips;
• One-year hold period on shares underlying the units and acceleration trigger for the warrants;
• Proceeds 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.

Caleb Stroup, president and chief executive officer of the company, states: "We are very pleased to announce strategic investments in Headwater Gold by Rick Rule and Jeff Phillips, two highly respected figures in the natural resource investment community. Their participation represents a strong vote of confidence in our team, corporate structure and overall business strategy. This financing will provide us with additional capital to accelerate our ongoing generative activities in the Western U.S. and continue executing our proven model in one of the world's premier mining jurisdictions."

Mr. Rule, leading natural resource investor, commented: "The prospect generator model has served me extremely well over the years, and I believe Headwater Gold is executing this model with financial discipline and technical excellence. I am fortunate to be a shareholder and look forward to hosting the company at the 2026 Rick Rule Symposium in Boca Raton, Fla."

On July 24, 2025, Drill permitting has advanced through the formal public scoping phase on Headwater Gold Inc.'s Lodestar project, located in Western Nevada. Project scoping marks a significant step toward securing final drilling approval following the submission of a plan of operations to undertake a proposed 3,500-metre drill program.

The Lodestar project is being explored in partnership with Newmont Corp. through an earn-in agreement announced on May 9, 2023.

Highlights:

• Scoping phase completed: The United States Forest Service has concluded the scoping phase of the environmental review process, paving the way for a final decision on the plan of operations. Project approval is anticipated by early fall 2025.
• Drill program currently planned to commence in Q4: Following final project approval, the company expects to commence its planned drill program, fully financed through the $2-million minimum expenditure commitment by Newmont. The program is expected to consist of up to 3,500 metres across 10 to 15 holes.
• Zodiac target is high priority: The geology of the Zodiac target, including thick silica sinter, indicates near complete preservation of an epithermal system analogous to the geological setting of the Disco zone discovered by Headwater on the Spring Peak project, approximately 10 kilometres south of Lodestar. The Zodiac target is the highest-priority untested target within Headwater's greater Lodestar/Spring Peak project area.

Caleb Stroup, president and chief executive officer of the company, states: "We are thrilled to see the Lodestar project progress through the formal scoping stage, bringing us closer to a maiden drill program on the high-priority Zodiac target. Final public scoping is the concluding stage of the federal permitting process and sets the stage for currently anticipated drilling in Q4 2025. Every effort has been made to refine our exploration plans to ensure responsible and efficient development and it is great to see the project moving ahead. We remain confident in the geological potential for Lodestar to host high-grade epithermal vein systems, building on the success of our nearby Spring Peak project. Our partnership with Newmont continues to provide significant value, funding this exciting exploration while minimizing dilution for our shareholders."

On July 22, 2025, Headwater Gold Inc. has signed a non-binding letter of intent with a subsidiary of Oceanagold Corp. The parties propose to enter into a definitive agreement within 90 days for Oceanagold to acquire an option to earn an up-to-75-per-cent interest in Headwater's TJ, Jake Creek and Hot Creek projects in Nevada through staged exploration expenditures totalling up to $65-million (U.S.) and the completion of prefeasibility studies.

Caleb Stroup, Headwater's president and chief executive officer, stated: "We are excited to announce this LOI with Oceanagold, a highly respected technical partner and a successful epithermal gold explorer and mid-tier gold miner. The LOI outlines a clear framework to advance our TJ, Jake Creek and Hot Creek projects through significant exploration funding and drilling, while allowing Headwater to retain meaningful carried interests and royalties. This deal aligns with our strategy of partnering with strong corporate partners to aggressively accelerate exploration on our high-potential projects in Nevada, one of the world's premier mining jurisdictions. We look forward to working with Oceanagold and initiating the various programs, which will supplement another busy year of exploration for the company."

On May 28, 2025, Headwater Gold Inc. has identifies outcropping high-grade epithermal veins at the newly identified Doug target, part of its expanding Spring Peak project located in Nevada. Exploration at Spring Peak is fully financed through an earn-in agreement with Newmont Corp. announced on Aug. 16, 2022. The newly recognized veins at the Doug target were found through a recently completed surface exploration program.

The Doug target lies approximately nine kilometres (km) north of the high-grade Disco zone and is situated along the trend of the Bear fault, a regionally significant structure which also hosts the Disco zone mineralization to the south (see news releases dated Jan. 9, 2023, and Feb. 7, 2025). The Bear fault projects under thin postmineral cover to the north from Disco to a small erosional window at Doug where prospective host rocks are again exposed. The occurrence of gold-bearing veins at surface in this area highlights the broader potential of the covered portions of the trend.

Highlights:

• New high-grade veins at Doug target: outcropping epithermal quartz veins have been sampled at the Doug target area, returning exceptional gold grades including 21.8 grams per tonne Au (gold), 9.52 g/t Au and 7.82 g/t Au;
• Bear fault corridor emerging as a district-scale structure: the Bear fault hosts Headwater's high-grade Disco zone nine kilometres to the south of Doug and remains open and untested by drilling under shallow cover between the two target areas;
• Preserved epithermal system: vein textures and geochemistry at Doug indicate a high-level position within an epithermal system, suggesting potential for a preserved high-grade vein target at depth.

Caleb Stroup, president and chief executive officer of Headwater, comments: "The newly identified outcropping epithermal quartz veins with high-grade gold values at the Doug target provide a compelling indication of the scale and preservation of the mineral system along the Bear fault corridor within the expanded Spring Peak project. This sampling marks the first confirmation of in situ epithermal veins at the Doug target, following previously reported widespread mineralized vein float along the northern extension of the Bear fault corridor. The Bear fault corridor hosts our high-grade Disco zone discovery and is interpreted as a district-scale structure that extends beneath cover for several kilometres before day-lighting in a limited area at Doug. The high-grade gold values sampled here reinforce our view that this corridor and the entire area between the Aurora and Borealis mines, has the potential to host multiple significant mineralized zones. Headwater now controls over 12 km of strike extent in this well renowned epithermal district and looks forward to advancing these targets along with our partner Newmont to further uncover the full potential of the Spring Peak project."

On May 09, 2025, Headwater Gold Inc. has granted 1,075,000 incentive stock options to directors, officers, employees and consultants of the company. Each option is exercisable to purchase one common share of the company at a price of 18 cents for a five-year term and vests immediately. The options are subject to the acceptance of the Canadian Securities Exchange.

April 10, 2025, Headwater Gold Acquires the Whiskey Gold Project in Nevada and Reports 19.2 g/t Au in Rock Samples at Surface

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.

Recent rock-chip sampling by Headwater returned gold grades of 19.2 g/t gold, 18.5 g/t gold and 14.6 g/t gold from the High Proof target, with no known drilling ever completed in the area.

https://headwatergold.com/2025/headwater-gold-acquires-the-whiskey-project-in-nevada-and-reports-19-2-g-t-au-in-rock-samples-at-surface/

March 3, 2025, Headwater Gold Expands Northern Nevada Portfolio with Acquisition of the Jake Creek Epithermal Gold System

Headwater Gold Inc. has acquired a 100-per-cent interest in the Jake Creek epithermal gold project along the Northern Nevada Rift gold trend in Nevada. The Project hosts a known epithermal gold system identified by historical drilling, with minimal modern exploration and remains open for further discovery.

https://headwatergold.com/2025/headwater-gold-expands-northern-nevada-portfolio-with-acquisition-of-the-jake-creek-epithermal-gold-system/

February 27, 2025, Headwater Gold Intercepts 3.55 g/t Au over 7.62 m in New Target Area at Spring Peak Project, Nevada

https://headwatergold.com/2025/headwater-gold-intercepts-3-55-g-t-au-over-7-62-m-in-new-target-area-at-spring-peak-project-nevada/

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