Newmont Elects to Advance to Stage 2 of the Spring Peak Earn-In Agreement
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Newmont Elects to Advance to Stage 2 of the Spring Peak Earn-
In Agreement
Vancouver, British Columbia, September 26, 2025: Headwater Gold Inc. (CSE: HWG)
(OTCQB: HWAUF) (the "Company" or "Headwater") is pleased to announce that Newmont
Corporation (“Newmont”) has completed Sta ge 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:
o Completing a Pre-Feasibility Study solely funded by Newmont within an additional
2-year period; and
o 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$40,000,000 potential funding included in Stage 2 positions t he Company to aggressively
explore the district scale potential of the project. A significantly expanded drill permit is currently
undergoing agency review, which will allow for testing of extensions to the Disco Zone, the
Shadow Target, and other potential mineralized structures via 266 proposed new drill sites.”
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Figure 1: Map of the Headwater Spring Peak and Lodestar land positions within the Aurora trend showing
area of the Spring Peak 2024 drill program.
Table 1: Principal Structure of the Spring Peak Earn-In Agreement:
Stage Expenditures (US$) Newmont
Interest (%) Time for Each Stage
Minimum
Commitment
$5,000,000
(Complete) 0% 3 years from
Execution Date
Stage 1 $15,000,000
(Complete) 51% 3 years from
Execution Date
Stage 21 $40,000,000
(in progress) 65% 3 years from
beginning of Stage 2
Stage 3 2,3 Completion of PFS 75% 2 years from
beginning of Stage 3
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1. If Newmont does not complete Stage 2, its ownership interest is reduced to 49%, which
Headwater retains the right to purchase at a mutually agreed price or, if a price cannot be
mutually agreed within a specified period, for fair value that will be determined based on
an agreed-upon process.
2. Upon completion of Stage 3, Headwater will be ceded a 2% NSR royalty on claims 100%
owned by Headwater and a 1% NSR royalty on inlying claims subject to an underlying
option agreement. The NSR’s are subject to partial buy-back provisions.
3. Newmont to sole fund the completion of a Pre -Feasibility Study which is required to
include a minimum 1.5 million ounce gold or gold-equivalent resource.
About the Spring Peak 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 complex, where exis ting infrastructure
includes a 600 ton per day mill, several production water wells and high -voltage three-phase
power. Recent drilling at the Disco Zone has confirmed the presence of high -grade gold
mineralization, including significant intersections such as 15.92 g/t Au over 2.38 m and 10.43 g/t
Au over 2.01 m within a broader zone of 2.73 g/t Au over 34.72 m. An exploration Plan of
Operations has been submitted to the US Forest Service proposing 266 additional drill sites to
further explore for extensions of known mineralization and test additional targets within the land
package. Headwater holds an option to acquire a 100% undivided interest in the Spring Peak
project from Orogen Royalties (TSXV: OGN), subject to retained royalties and subject to
Newmont’s option to acquire up to 75% of the project following certain expenditures and
preparation of a Pre-Feasibility Study within a designated time frame.
About Headwater Gold
Headwater Gold Inc. (CSE: HWG, OTCQB: HWAUF) 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 Newmont 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.
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 webs ite at
www.nqcapitalgroup.com.
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On Behalf of the Board of Directors
Caleb Stroup
President and CEO
+1 (775) 409-3197
For further information, please contact:
Brennan Zerb
Investor Relations Manager
+1 (778) 867-5016
Figure 1 References:
1Vikre, P.G., John, D.A., du Bray, E.A., and Fleck, R.J., 2015, Gold -silver mining districts,
alteration zones, and paleolandforms in the Miocene Bodie Hills volcanic field, California and
Nevada: U.S. Geological Survey Scientific Investigations Report 2015–5012, 160 p.
2Borealis Mining Company Limited, 2024, NI 43 -101 Technical Report, Project Status Report
Borealis Mine Nevada USA: Prepared by Douglas Reid. Effective Date: October 10, 2023;
Report Date: February 16, 2024.
3Long, K.R., DeYoung, J.H., and Ludington, S.D., 1998, Database of significant deposits of gold,
silver, copper, lead, and zinc in the United States: U.S. Geological Survey Open-File Report 98-
206 A, B, 33 p.
Qualified Person
The technical information contained in this news release has been reviewed and approved by Dr.
Gregory Dering, P.Geo (AIPG CPG-12298), a “Qualified Person” (“QP”) as defined in National
Instrument 43-101 – Standards of Disclosure for Mineral Projects. Dr. Dering is not independent
by reason of being the Company’s Vice President of Exploration.
References
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 future capital expenditures, exploration activities and the specifications, targets,
results, analyses, interpretations, benefits, costs and timing of them, Newmont’s anticipated fu nding of the
earn-in projects and the timing thereof, and the anticipated business plans and timing of future activities of
the Company, 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”, “antic ipates”, “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,
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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.