Headwater Gold and OceanaGold Sign Letter of Intent to Explore Three Projects in Nevada
Suite 1210 – 1130 West Pender Street
Vancouver, British Columbia, Canada, V6E 4A4
T +1 (604) 681-9100
_____________________________________________________________________________________
Headwater Gold and OceanaGold Sign Letter of Intent to Explore Three
Projects in Nevada
Vancouver, British Columbia, July 22, 2025: Headwater Gold Inc. (CSE: HWG , OTCQB:
HWAUF) (the "Company" or "Headwater") is pleased to announce it has signed a non -binding
Letter of Intent (“LOI”) with a subsidiary of OceanaGold Corporation (“OceanaGold”) (TSX: OGC,
OTCQX: OCANF). The parties propose to enter into a definitive agreement (the “Agreement”)
within 90 days 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:
• OceanaGold proposes to fund a firm minimum commitment of US$ 2,500,000 in
exploration expenditures across three Projects within the first two years of the Agreement;
• 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$1 5,000,000 on
Hot Creek within an 8-year period;
• OceanaGold may elect to earn an additional 10% interest (to 75%) by completing a Pre -
Feasibility Study (“PFS”) on each Project and granting Headwater a 1% NSR royalty upon
completion of the PFS;
• Under the partnership, Headwater will be the initial operator of the Projects and will receive
a 10% management fee; and
• Headwater and OceanaGold are preparing to initiate drilling programs at the TJ project
immediately following the execution of the Agreement.
Caleb Stroup, Headwater’s President and CEO, states: “We are excited to announce this LOI with
OceanaGold, a highly respected technical partner and a successful epithermal gold explorer and
mid-tier gold miner. The LOI outlines a clear framework to advance our TJ, Jake Creek and Hot
Creek projects through significant exploration funding and drilling, while allowing Headwater to
retain meaningful carried interests and royalties. This deal aligns with our strategy of partnering
with strong corporate partners to aggressively accelerate exploration on our high -potential
projects in Nevada, one of the world’s premier mining jurisdictions. We look forward to working
with OceanaGold and initiating the various programs which will supplement another busy year of
exploration for the Company.”
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Table 1: Principal Structure of the Proposed Transaction:
Stage
Project Specific Expenditures (US$)
OceanaGold
Interest (%)
Time for Each
Stage TJ Jake Creek Hot Creek
Minimum
Commitment $1,000,000 $1,000,000 $500,000 0%
2 Years from
Execution Date
of Agreement
Stage 1 $10,000,000 $10,000,000 $5,000,000 51%
4 Years from
Execution Date
of Agreement
Stage 2 +$15,000,000 +$15,000,000 +$10,000,000 65%
4 Years from
commencement
of Stage 2
Stage 3 Completion of
PFS
Completion of
PFS
Completion of
PFS 75%
2 Years from
commencement
of Stage 3
LOI Commercial Terms:
The LOI outlines the proposed terms for the definitive agreement under which OceanaGold would
make cash payments and incur exploration expenditures to acquire up to a 75% interest in each
of the three Projects through a three separate staged earn-in process (Table 1). As consideration
for entering into the LOI, OceanaGold shall advance a non-refundable payment of US$150,000
to Headwater that will be used to fund pre-drilling expenses on the Projects.
Upon execution of the Agreement (the “Execution Date”) , OceanaGold will pay US$100,000 to
Headwater and a n additional US$ 100,000 on the first anniversary of the Agreement if
OceanaGold elects to continue into the second year on at least one Project.
Earn-in Structure
Stage 1: OceanaGold may elect to earn a 51% interest in each Project by sole funding
expenditures of US$10,000,000 per Project for each of TJ and Jake Creek and US$5,000,000 for
Hot Creek within 48 months of the Execution Date. Stage 1 includes a firm commitment to fund
a minimum of $1,000,000 in exploration expenditures on both TJ and Jake Creek and $500,000
at Hot Creek within the first two years.
Stage 2: OceanaGold may elect to earn an additional 14% interest (to 65%) in each Project by
sole funding additional expenditures of US$15,000,000 per Project for each of TJ and Jake Creek
and US$10,000,000 for Hot Creek within 48 months following the completion of Stage 1.
Stage 3: OceanaGold may earn an additional 10% interest (to 75%) in each Project by completing
a Pre-Feasibility Study for the respective Project and granting a 1% NSR royalty to Headwater,
within 24 months following completion of Stage 2.
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About the TJ Project:
The TJ project is located on Bureau of Land Management (“ BLM”) land in a relatively
underexplored area of northeastern Nevada, approximately 25 km southeast of the town of
Jackpot. The project area contains indications of a fully preserved epithermal system, including
a thick and laterally extensive accumulation of silica sinter in the core of the property. Epithermal
alteration is localized along a series of steeply inclined faults that bound a graben filled with
Miocene-age sedimentary rocks.
Limited historic exploration on the property included shallow Reverse Circulation (“ RC”) drilling
that confirmed the presence of a broad zone of high -level epithermal alteration. The Company
completed an initial round of scout drilling in 2024 which confirmed the project has potential for
high-grade epithermal vein-style mineralization at depth (Headwater news release - January 16,
2025). A follow-up core drilling program is being planned with the objective of testing prospective
epithermal structures identified during the 2024 program at depth.
The TJ project is subject to an underlying exploration lease and option to purchase agreement
under which the Company may acquire a 100% interest in the project for US$1,500,000 inclusive
of annual minimum payments. A portion of the project is subject to NSR royalties ranging from
1.5% to 2.5% with Headwater retaining the right to buy-down 80% of the NSR.
About the Jake Creek Project:
The Jake Creek project is 100% owned and consists of 189 unpatented lode mining claims on
BLM land in Humboldt County, Nevada, located 65 km northwest of Winnemucca and 8 km east
of the Nevada Gold Mines’ Turquoise Ridge Mine Complex. Historic drilling by Evolving Gold
Corp. in 2010 and 2011 (13 RC holes) intersected widespread epithermal mineralization at the
Tertiary unconformity, with notable intercept s1 such as 11.3 g/t Au over 1.52 m within 45.72 m
grading 0.96 g/t Au in hole JC -005. This mineralization, associated with silicification, clay
alteration and banded quartz veining, suggests a robust low -sulfidation epithermal system with
potential for high-grade feeder zones at depth or along strike. A portion of the project is subject
to a 1% NSR, half of which can be purchased for $1,000,000 at any time. For further information
see Headwater news release - March 3, 2025.
About the Hot Creek Project:
The Hot Creek project is 100% owned and royalty -free and consists of 52 unpatented mining
claims staked by Headwater in the Tuscarora District in Nevada. 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 drilling 1 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 targets and conducting
additional geological mapping and surface sampling. For further information see Headwater news
release - September 4, 2024.
About OceanaGold:
OceanaGold Corporation (TSX: OGC, OTCQX: OCAN D) is a growing intermediate gold and
copper producer committed to safely and responsibly maximizing the generation of free cash flow
from its operations and delivering strong returns for its shareholders. OceanaGold has a portfolio
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of four operating mines: the Haile Gold Mine in the United States of America; Didipio Mine in the
Philippines; and the Macraes and Waihi operations in New Zealand. For more information, please
visit investors.oceanagold.com.
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 proje cts 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.
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
Scott Close, P.Geo (158157) , an independent “Qualified Person” (“QP”) as defined in National
Instrument 43-101 – Standards of Disclosure for Mineral Projects.
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.
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All statements, other than statements of historical fact, included herein including, without limitation,
statements regarding the negotiation and entering into of the Agreement, future exploration expenditures
by OceanaGold,, anticipated content, commencement, and cost of exploration programs in respect of the
Company's projects and mineral properties, completion and timing of the Agreement, , OceanaGold’s
anticipated funding of the minimum commitment and the payment by OceanaGold of the pre -drilling
expenses, 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 suc h as "pro forma", "plans", "expects", "may",
"should", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "potential" or
variations of such words including negative varia tions 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 and OceanaGold, including the Company's and OceanaGold’s exploration plans and the
proposed expenditures for exploration work on the Projects, the ability of OceanaGold 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 OceanaGold
will not elect to obtain any additional interest in the 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 in the Compan y'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.