Headwater Gold Announces Private Placement of Common Shares for Gross Proceeds of up to $5 Million

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, Feb. 26, 2026 (GLOBE NEWSWIRE) — Headwater Gold Inc. (CSE: HWG) (OTCQX: HWAUF) (Frankfurt: 997) (the “Company” or “Headwater“) is pleased to announce 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”).

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106“), the Common Shares will be 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 will not be subject to a hold period pursuant to applicable Canadian securities laws.

In addition, the Company has granted the Agent an option, exercisable in whole or part, for a period up to and including the Closing Date (as defined herein), to sell up to an additional 1,293,150 Common Shares at the Issue Price, for additional gross proceeds of up to approximately $750,000.

In consideration for the services rendered in connection with the Offering, the Company will: (i) pay to the Agent a cash fee equal to 6.0% of the gross proceeds of the Offering (including any Common Shares sold by the Company pursuant to the exercise of any Agent’s Option), subject to a reduced fee of 3.0% in respect of sales to certain purchasers comprising a “president’s list” who may purchase up to $1,000,000 of Common Shares (the “President’s List”); (ii) pay to the Agent a corporate finance fee of $75,000, $37,500 of which will be paid in cash and $37,500 of which will be paid in Common Shares at the Issue Price; and (iii) issue that number of non-transferable Common Share purchase warrants (the “Agent Warrants”) to the Agent as is equal to 6.0% of the number of Common Shares sold under the Offering (including any Common Shares sold by the Company pursuant to the exercise of any Agent’s Option), provided that no Agent Warrants will be issued in respect of the portion of the Offering made available to purchasers on the President’s List. Each Agent Warrant entitles the holder to purchase one Common Share for a period of 24 months from the date of issue at an exercise price of $0.70.

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.

There is an offering document dated February 26, 2026 related to the Offering that can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.headwatergold.com. Prospective investors should read this offering document before making an investment decision.

The Offering is expected to close on or about March 19, 2026 (the “Closing Date“) and is subject to the Company receiving all necessary regulatory approvals, including the approval of the Canadian Securities Exchange.

Directors and officers of the Company may acquire securities under the Offering, which will be considered a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61 101”). Such participation is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the “United States” (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable U.S. state securities laws or an exemption from such registration is available. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Headwater Gold

Headwater Gold Inc. (CSE: HWG, OTCQB: HWAUF, Frankfurt: 997) is a technically driven mineral exploration company focused on exploring for and discovering high-grade precious metal deposits in the Western USA. 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 Corporation on its TJ, Jake Creek, and Hot Creek projects as well as Newmont Corporation on its Spring Peak and Lodestar projects, in addition to Centerra Gold Inc. 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.

For more information about Headwater, please visit the Company’s website at www.headwatergold.com.

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. Further information about NewQuest can be found on the company website at www.nqcapitalgroup.com.

On Behalf of the Board of Directors

Caleb Stroup
President and CEO
+1 (775) 409-3197
cstroup@headwatergold.com

For further information, please contact:

Brennan Zerb
Investor Relations Manager
+1 (778) 867-5016
bzerb@headwatergold.com

Forward-Looking Statements:

This news release includes certain forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the Offering, including the completion and anticipated timing for completion of the Offering, the size of the Offering, the Company’s intended use of the net proceeds of the Offering, the receipt of all necessary regulatory approvals, including the approvals of the Canadian Securities Exchange, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Often, but not always, forward-looking information can be identified by words such as “pro forma”, “plans”, “expects”, “may”, “should”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “potential” or variations of such words including negative variations thereof, and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and other factors include, among others, risks related to the anticipated business plans and timing of future activities of the Company, including the Company’s exploration plans and the proposed expenditures for exploration work thereon, the ability of the Company to obtain sufficient financing to fund its business activities and plans, the risk that Newmont will not elect to obtain any additional prognostic interest in the earn-in projects in excess of the minimum commitment, the ability of the Company to obtain the required permits, changes in laws, regulations and policies affecting mining operations, the Company’s limited operating history, currency fluctuations, title disputes or claims, environmental issues and liabilities, as well as those factors discussed under the heading “Risk Factors” in the Company’s prospectus dated May 26, 2021 and other filings of the Company with the Canadian Securities Authorities, copies of which can be found under the Company’s profile on the SEDAR+ website at www.sedarplus.ca.

Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statements, except as otherwise required by law.