Headwater Gold and Centerra Gold Sign US $25 Million Earn-In Agreement to Explore the Crane Creek Gold Project in Idaho
Suite 1210 – 1130 West Pender Street
Vancouver, British Columbia, Canada, V6E 4A4
T +1 (604) 681-9100
_____________________________________________________________________________________
Headwater Gold and Centerra Gold Sign US $25 Million Earn-In
Agreement to Explore the Crane Creek Gold Project in Idaho
Vancouver, British Columbia, December 3, 2025: Headwater Gold Inc. (CSE: HWG, OTCQB:
HWAUF) (the "Company" or "Headwater") is pleased to announce that it has entered into a
definitive earn-in agreement (the “Agreement”) with a subsidiary of Centerra Gold Inc. (“Centerra”)
(TSX: CG) for Centerra to earn up to a 70% interest in Headwater’s Crane Creek project in Idaho
(the “Project”) through staged exploration expenditures totalling up to US$ 25,000,000 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% interest in Headwater’s Crane Creek project in
Idaho;
• Up to US$25,000,000 in staged earn-in expenditures: Centerra may elect to earn up to
a 60% interest in the Project by funding exploration expenditures of US$25,000,000 and
granting Headwater a royalty on the Project;
• US$2,500,000 expenditure commitment: Centerra to fund a minimum commitment of
US$2,500,000 in exploration expenditures during the first three years of the Agreement;
• Carried interest to completion of a PEA: Centerra may earn an additional 10% interest
(up to 70%) in the Project by completing a preliminary economic assessment report on the
Project; and
• The Project is fully permitted for drilling under a Notice of Intent with the B ureau of
Land Management (“BLM”) and a Plan of Operation with the Idaho Department of Lands.
Caleb Stroup, Headwater’s President and CEO, states: “Since becoming a strategic Headwater
shareholder last year, Centerra has been an engaged and supportive partner. W e are very
excited to expand that relationship into a fully aligned exploration partnership on the project level
at Crane Creek. Centerra’s commitment to a substantial multi-stage earn-in underscores the scale
of the opportunity at this project and allows us to properly test what we believe is a large,
underexplored epithermal system with high-grade potential at depth as well as near surface bulk-
tonnage potential. Centerra brings strong technical expertise and a collaborative approach and
we look forward to working with them to unlock the full potential of the project for our
shareholders.”
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Table 1: Principal Structure of the Earn-In Agreement:
Stage Expenditures (US$) Centerra
Interest (%) Time for Each Stage
Minimum Commitment $2,500,000 0% 3 Years
from Execution Date
Stage 1 $10,000,000 1 51% 2 4 Years
from Execution Date
Stage 2 +$15,000,000
+1% to 2% NSR 3 to HWG 60% 4 Years from
commencement of Stage 2
Stage 3 Completion of Preliminary
Economic Assessment Report 4 70% 2 years from
commencement of Stage 3
1. Stage 1 is inclusive of the Minimum Commitment of US$2,500,000.
2. If Centerra completes Stage 1 but not Stage 2, its ownership interest i n the Project 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
(“Fair Value”).
3. Upon completion of Stage 2, Headwater will be ceded a 2% N et Smelter Return (“N SR”) royalty on
royalty-free claims which are 100%-owned by Headwater and a 1% NSR royalty on land subject to
existing underlying royalties.
4. In order to acquire the additional 10% interest in the Project, Centerra shall be required to sole fund the
completion of a Preliminary Economic Assessment Report reflecting a mineral resource of not less than
1,000,000 oz gold equivalent.
Commercial Terms:
The Agreement grants Centerra the exclusive right to acquire up to a 70% interest in the Project,
subject to the terms thereof, by making an initial cash payment of US$87,000 to Headwater upon
execution of the Agreement and subsequent annual cash payments of US$50,000 thereafter
starting on the first anniversary of the Agreement. These payments are considered exploration
expenditures for the purposes of the earn-in structure outlined below.
Earn-in Structure:
Stage 1: Centerra has the option to acquire a 51% interest in the Project by sole funding
exploration expenditures of US$10,000,000 within four years of the Execution Date. Stage 1
includes a firm commitment to fund a minimum of US$2,500,000 in exploration within the first
three years. Centerra will be the initial operator of the Project.
Stage 2: Centerra may elect to earn an additional 9% interest (to 6 0%) in the Project by solely
funding additional expenditures of US$15,000,000 within four years following the completion of
Stage 1. Headwater will be ceded a 2% NSR royalty on royalty-free claims which are 100% owned
by Headwater and a 1% NSR royalty on land subject to existing underlying royalties.
Stage 3: Centerra may earn an additional 10% interest (to 7 0%) in the Project by completing a
Preliminary Economic Assessment Report for the Project, which is required to include a minimum
1 million ounce gold or gold-equivalent resource, within two years following completion of Stage
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2. Centerra can extend the Stage 3 earn-in period by making annual payments to Headwater or
making incremental exploration expenditures.
Figure 2: Location of the Crane Creek project in western Idaho with respect to the Crane Creek Graben, a
major extensional fault system which hosts the Nutmeg Mountain epithermal gold deposit and lies
approximately 40 km south of the recently discovered copper por phyry belt centered on the Hercules
project.
About the Crane Creek Project:
The Crane Creek project is located in western Idaho, approximately 18 km northeast of the town
of Weiser and 90 km northwest of the city of Boise, with a paved county road less than 1 km from
the southern property boundary. The project is fully permitted for drilling under a Notice of Intent
with the BLM and a Plan of Operation with the Idaho Department of Lands. The project
encompasses an array of mineralized epithermal quartz veins within a broad gold and trace
element geochemical anomaly and features cha racteristics of a well -preserved low-sulfidation
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system, including historical mercury workings, widespread opaline silica, and chalcedonic vein fill.
This alteration cell is located 8 km along trend northwest of the Nutmeg Mountain gold project
(1,006,000 oz gold Indicated, 275,000 oz gold Inferred1). The Crane Creek project comprises
approximately 1,240 hectares, consisting of 123 unpatented federal mining claims on BLM land,
a 640-acre State of Idaho minerals lease and a private lease.
Historic drilling took place on the property between 1984 and 1996, consisting of mainly shallow
reverse-circulation holes with an average depth of 71 m. Only three holes were drilled to greater
than 150 m in depth1. Historic drilling primarily targeted bulk-tonnage disseminated mineralization
in a package of near -surface sedimentary rocks, with most holes terminated shortly after
intercepting an underlying basalt unit. A significant number of holes encountered mineralized
quartz veins ranging from 2.0 g/t Au up to 8.14 g/t Au 2 that were apparently never followed up,
within broader intervals of disseminated low-grade mineralization. The potential for basalt-hosted
high-grade veins at depths of 100 m or more below the paleosurface, such as those occurring at
the Midas mine in no rthern Nevada (Hecla Mining Company) and the Cerro Negro mine
(Newmont Corporation) in Argentina, remains untested at the project.
Headwater recently completed a suite of airborne magnetic and radiometric surveys and a ground
gravity survey across the property, which collectively delineate a large, structurally focused
hydrothermal system extending well beyond the area of historical w ork. The radiometric data
define a 4 km by 2 km potassium anomaly interpreted as illite –adularia alteration, while the
magnetic and gravity datasets highlight a series of untested NNW-trending structural breaks and
magnetite-destructive lows consistent wit h prospective fault -hosted vein zones. Integration of
these datasets with surface mapping and historical results has defined multiple high -priority
targets for both high-grade vein mineralization at depth and near-surface bulk-tonnage potential.
Under the earn-in agreement announced here, Headwater and Centerra will now work jointly to
finalize an integrated exploration plan that incorporates the recently completed geophysical
datasets, historical results and updated geological interpretation. The partners intend to prioritize
and refine specific drill targets across the main vein corridor and newly generated structural and
alteration targets, with the objective of initiating Phase 1 drilling as early as the spring of 2026.
About Centerra Gold:
Centerra Gold Inc. is a Canadian-based gold mining company focused on operating, developing,
exploring and acquiring gold and copper properties in North America, Türkiye, and other markets
worldwide. Centerra operates two mines: the Mount Milligan Mine in British Columbia, Canada,
and the Öksüt Mine in Türkiye. Centerra also owns the Kemess Project in British Columbia,
Canada, the Goldfield Project in Nevada, United States, and owns and operates the Molybdenum
Business Unit in the United States and Canada. Centerra’s shares trade on the Toronto Stock
Exchange under the symbol CG and on the New York Stock Exchange under the symbol CGAU.
Centerra is based in Toronto, Ontario, Canada. Centerra holds a 9.9% equity interest in
Headwater Gold Inc.
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
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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
Corporation on its Spring Peak and Lodestar projects and OceanaGold Corporation on its TJ,
Jake Creek and Hot Creek projects . In August 2022 and September 2024, Newmont and
Centerra acquired strategic equity interests in the Company, further strengthening Headwater’s
exploration capabilities.
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 its website at
www.nqcapitalgroup.com.
For more information about Headwater , 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
For further information, please contact:
Brennan Zerb
Investor Relations Manager
+1 (778) 867-5016
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.
1Nevgold Corp. 2023 Almaden NI43-101 Technical Report ( https://www.sedarplus.ca )
2Historical 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 exploration expenditures by Centerra, anticipated content, commencement,
and cost of exploration programs in respect of the Company's projects and mineral properties, and
Centerra’s anticipated funding of the minimum commitment 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
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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 actua l 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 and Centerra, including the Company's and
Centerra’s exploration plans and the proposed expenditures for exploration work on the Project, the ability
of Centerra to obtain sufficient financing to fund the proposed exploration programs , delays in obtaining
governmental and regulatory approvals (including of the Canadian Securities Exchange) for the Agreement,
the risk that Centerra will not elect to obtain any additional interest in the Project 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 in the Company's
filings 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.