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HWG.CN ·

Headwater Gold Acquires Two Additional 100% Owned Epithermal Vein Projects in Northern Nevada

Mergers & Acquisitions

Suite 1210 – 1130 West Pender Street

Vancouver, British Columbia, V6E 4A4 Canada

T +1 (604) 681-9100

[email protected]

Headwater Gold Acquires Two Additional 100% Owned

Epithermal Vein Projects in Northern Nevada

Vancouver, British Columbia, September 4, 2024: Headwater Gold Inc. (CSE: HWG) (OTCQB:

HWAUF) (the "Company" or "Headwater") is pleased to announce the acquisitions of two

additional epithermal vein projects, Rock Creek and Hot Creek, in Northern Nevada. Both projects

have been acquired through claim staking on open ground managed by the Bureau of Land

Management (“BLM”).

Highlights:

• Two New Projects in Northern Nevada: Headwater has acquired the Rock Creek and

Hot Creek epithermal gold projects by claim staking on BLM land. Both projects are 100%

owned and are royalty free.

• Large Epithermal Gold Systems: Both projects host widespread epithermal alteration

footprints indicative of large hydrothermal system s. High-level silica alteration, including

hydrothermal vent breccias and opalized sediments are present indicating the systems

are likely fully preserved.

• Untested High -Grade Targets: Historical surface sampling and drilling indicate the

widespread presence of near-surface anomalous gold mineralization on the properties .

Limited drilling has been completed in the target epithermal boiling zones at depth.

Caleb Stroup, the President and CEO of the Company, states: “The acquisition of the Rock Creek

and Hot Creek projects significantly enhance s our portfolio of high -potential epithermal gold

projects in Northern Nevada. The historical datasets from these projects provide a strong

foundation for a systematic modern exploration effort with the geological characteristics pointing

towards untested potential for high-grade precious metals at depth. We are particularly excited

about the potential at Rock Creek where the Main Vein target remains open along strike in both

directions as well as down dip . These 100% owned and royalty free acquisitions align perfectly

with our strategy of maintaining a large, active portfolio of high -grade epithermal projects and

provide our shareholders with exposure to significant upside potential.”

Rock Creek Project: The Rock Creek project is located along the eastern margin of the Northern

Nevada Rift, which hosts multiple high -grade epithermal gold mines such as Midas, Fire Creek

and Hollister. Headwater acquired Rock Creek by staking 103 unpatented mining claims on BLM

land. Headwater’s land position adjoins private land and mining claims controlled by Nevada

Gold Mines (“NGM”) and captures the along strike and down dip projections of the three principal

vein systems in the district : the Main Ve in, SW Vein and SE Vein . These principal structures

occur within an approximate 5 kilometre (“km”) by 1.5 km epithermal alteration cell . An

outcropping hydrothermal vent breccia cemented by chalcedonic silica in the center of the zone

is interpreted as the upper parts of a well-preserved epithermal system. Historic rock sampling1

has returned gold values locally up to 34.2 g/t where the Main Vein projects south on to Headwater

claims and the northernmost historic drill hole1 testing the Main Vein, also on Headwater claims,

returned 27.43 m grading 0.89 g/t Au, including 4.64 g/t Au over 1.53 m suggesting strike potential

in both directions.

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Figure 1: Map of the Northern Nevada Rift showing the location of 100% owned Headwater epithermal gold

projects on a hill shade base (top) and a regional Reduced To Pole aeromagnetic map (bottom).

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Future exploration at Rock Creek will focus on compiling and digitizing historical datasets to create

a comprehensive 3D model, additional geological mapping, surface sampling and potential

geophysical surveys to refine targets.

Hot Creek Project: The Hot Creek project consists of 52 unpatented mining claims staked by

Headwater in the Tuscarora District . The project hosts a widespread zone of silica flooding in

Tertiary sediments in the immediate hanging wall of a silicified range front fault. Historical shallow

drilling1 results include grades up to 1.04 g/t Au over 12.2 m and 0.34 g/t Au over 117.3 m along

a range front fault. The majority of the historic drill holes at Hot Creek were relatively shallow and

did not adequately test for the presence of high-grade feeders at depth along the range front fault

or subsidiary structures.

Future exploration at Hot Creek will focus on refining the geological model, identifying new high-

potential zones and conducting additional geological mapping and surface sampling.

About Headwater Gold:

Headwater Gold Inc. (CSE: HWG, OTCQB: HWAUF) is a technically driven mineral exploration

company focused on the exploration and discovery of high-grade precious metal deposits in the

Western USA. 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, 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 Corporation where

it acquired a 9.9% strategic equity interest in the Company and entered into earn-in agreements

on several of Headwater’s projects, including Spring Peak and Lodestar which continue under

partnership towards a goal of discovering a Tier-one scale gold deposit in Nevada.

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.

For more information, please visit the Company's website at www.headwatergold.com.

On Behalf of the Board of Directors

Caleb Stroup

President and CEO

+1 (775) 409-3197

[email protected]

For further information, please contact:

Brennan Zerb

Investor Relations Manager

+1 (778) 867-5016

[email protected]

Qualified Person:

The technical information contained in this news release has been reviewed and approved by

Scott Close, P.Geo (158157), a “Qualified Person” (“QP”) as defined in National Instrument 43 -

101 – Standards of Disclosure for Mineral Projects.

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1Historical drill intercepts and surface samples cannot be relied upon and are treated by the

Company as historical in nature and not current or NI 43-101 compliant.

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 exp enditures, exploration activities and the specifications, targets,

results, analyses, interpretations, benefits, costs and timing of them, Newmont’s anticipated funding 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”, “anticipates”, “believes”, “potential” or

variations of such words including negative variations th ereof, 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 a ctivities and

plans, the risk that Newmont will not elect to obtain any additional 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 af fecting 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.sedar.com.

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.