Headwater Gold Announces Strategic Private Placement with Lead Order from Rick Rule and Jeff Philips
Suite 1210 – 1130 West Pender Street
Vancouver, British Columbia, V6E 4A4 Canada
T +1 (604) 681-9100
Headwater Gold Announces Strategic Private Placement with
Lead Orders from Rick Rule and Jeff Philips
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE
A VIOLATION OF U.S. SECURITIES LAWS.
Vancouver, British Columbia, August 14, 2025: Headwater Gold Inc. (CSE: HWG) (OTCQB:
HWAUF) (the "Company" or "Headwater") is pleased to announce that it proposes to undertake
a non-brokered private placement (the "Offering") to raise gross proceeds of up to $ 1,000,000
through the sale of up to 3,333,333 units (each, a “Unit”) of the Company at a price of $0. 30 per
Unit.
Highlights:
• Strategic lead investments from existing shareholders Rick Rule and Jeff Phillips.
• One-year hold period on Shares underlying the Units and acceleration trigger for the
Warrants.
• Proceeds will be used to support ongoing project generation, exploration at the Company’s
100% owned gold projects in the Western United States and general working capital.
Caleb Stroup, President and CEO of the Company, states: “We are very pleased to announce
strategic investments in Headwater Gold by Rick Rule and Jeff Phillips, two highly respected
figures in the natural resource investment community. Their participation represents a strong vote
of confidence in our team, corporate structure, and overall business strategy. This financing will
provide us with additional capital to accelerate our ongoing generative activities in the Western
US and continue executing our proven model in one of the world's premier mining jurisdictions.”
Leading natural resource investor Rick Rule commented: “The prospect generator model has
served me extremely well over the years, and I believe Headwater Gold is executing this model
with financial discipline and technical excellence. I am fortunate to be a shareholder and look
forward to hosting the Company at the 2026 Rick Rule Symposium in Boca Raton, Florida.”
Each Unit consists of one common share (each, a “Share”) and one non -transferable share
purchase warrant (each, a “Warrant”) exercisable into one further Share at a price of $0.50 for a
period of 36 months. The Shares will be subject to a one (1) year hold period from the closing
date and such other restrictions as may be required by applicable securities laws and stock
exchange rules. Fifteen (15) months after the closing date, the Company will have the right to
accelerate the expiry date of the Warrants ( the "Acceleration") if the weighted average closing
price of the Company's common shares on the Canadian Securities Exchange (the “CSE”) equals
or exceeds C$0.75 (the "Acceleration Price") for 20 consecutive trading days (the "Acceleration
Event"). Upon the occurrence of the Acceleration Event, the expiry date of the Warrants will then
be 30 days from the date of issue of a news release announcing the Acceleration.
2
The proceeds from the Offering will be used to support ongoing project generation, exploration at
the Company’s 100% owned gold projects in the Western United States, and general working
capital.
Finders’ fees may be paid in connection with the Offering in accordance with the policies of the
CSE. The Offering is subject to the acceptance of the CSE.
Insiders 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 minor ity shareholder
approval requirements of MI 61-101.
The offered securities have not been, nor will they be, registered under the United States
Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and may
not be offered or sold to, or for the account or benefit of, any perso n in the United States or any
"U.S person", as such term is defined in Regulation S under the Securities Act, absent registration
or an applicable exemption from registration requirements. Offers and sales in the United States
will be limited to instituti onal accredited investors and qualified institutional buyers. This press
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 state in which such offer, solicitation or sale would be unlawful.
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
Corporation 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 the company webs ite 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
3
Investor Relations Manager
+1 (778) 867-5016
Forward-Looking Statements:
This news release includes certain forward -looking statements and forward-looking information (together,
“forward-looking statements”). All statements other than statements of historical fact included in this
release, including, without limitation, stateme nts regarding the Offering, the use of proceeds from the
Offering, the named participants in the Offering, other future plans and objectives of the Company are
forward-looking statements. There can be no assurance that such statements will prove to be accurate and
actual results and future events may vary from those anticipated in such statements. Important risk factors
that could cause actual results to differ materially from the Company's plans or expectations include failure
to obtain CSE acceptance of the Offering, inability to use of proceeds from the Offering as expected, failure
to raise sufficient funds on the proposed terms or at all, and risks associated with mineral exploration,
including the risk that actual results and timing of exploration and development will be different from those
expected by management. The forward-looking statements in this news release were developed based on
the assumptions and expectations of management, including that CSE acceptance for the Offering will be
obtained, th e Company will be able to use the proceeds from the Offering as anticipated, required
fundraising will be completed, as well as the other assumptions disclosed in this news release and that the
risks described above will not materialize. The Company expressly disclaims any intention or obligation to
update or revise any forward -looking statements whether as a result of new information, future events or
otherwise, except as otherwise required by applicable securities legislation.
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.