Headwater Gold Completes Oversubscribed Private Placement for Gross Proceeds of $5.75 Million
Suite 1210 – 1130 West Pender Street
Vancouver, British Columbia, V6E 4A4 Canada
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Headwater Gold Completes Oversubscribed Private Placement
for Gross Proceeds of $5.75 Million
Vancouver, British Columbia, March 19, 2026: Headwater Gold Inc. (CSE: HWG) (OTCQB:
HWAUF) (the "Company" or "Headwater") is pleased to announce that further to its news release
of February 26, 2026, the Company has completed a “commercially reasonable efforts” private
placement (the "Offering") of 9,914,150 common shares of the Company (“ Common Shares”)
at an issue price of $0.58 per Common Share to raise gross proceeds of $5,750,207, including
the full exercise of the Agent’s option. Canaccord Genuity Corp. (“ Canaccord”) acted as lead
agent and sole bookrunner under the Offering.
The Offering included participation from Centerra Gold Inc., who elected to maintain its 9.9 9%
interest in the Company following its initial investment announced on September 17, 2024.
The Company intends to use the net proceeds from the Offering for exploration of its 100% owned
projects in the Western United States, project generation and acquisitions, general corporate
purposes and working capital.
In accordance with applicable regulatory requirements and National Instrument 45 -106 -
Prospectus Exemptions (“NI 45-106”), the Common Shares were offered for sale to purchasers
resident in Canada pursuant to the listed issuer financing exemption under Part 5A of NI 45-106,
as amended and supplemented by Coordinated Blanket Order 45- 935 Exemptions from Certain
Conditions of the Listed Issuer Financing Exemption, and to investors in other jurisdictions. The
Common Shares issued to subscribers in the Offering are not subject to a hold period pursuant
to applicable Canadian securities laws.
As consideration for the services rendered in connection with the Offering, the Company paid to
Canaccord a cash fee in an amount equal to 6.0% of the gross proceeds of the Offering, reduced
to 3.0% on the portion of the Offering made available to purchasers on a president’s list
designated by the Company (the “President’s List”). In addition, the Company paid to Canaccord
a corporate finance fee of $75,000, satisfied through a cash payment of $37,500 and the issuance
of 64,655 Common Shares (the “Agent Shares”) at a deemed issue price of $0.58 per Agent
Share. The Company also issued to Canaccord the number of nontransferable Common Share
purchase warrants (the “Agent Warrants”) equal to 6.0% of the Common Shares sold under the
Offering, reduced to nil on the portion of the Offering made available to purchasers on the
President’s List. Each Agent Warrant entitles Canaccord to purchase one Common Share for a
period of 24 months from the date of issue at an exercise price of $0.70. The Agent Shares and
the Agent Warrants (and the Common Shares issuable upon exercise) are subject to a hold period
expiring on July 20, 2026.
The securities have not been and will not be registered under the United States Securities Act of
1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be
offered or sold in the “United States” (as such term is defined in Regulation S under the U.S.
Securities Act) unless registered under the U.S. Securities Act and applicable U.S. state securities
laws or an exemption from such registration is available. This news 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 jurisdiction in which such offer, solicitation or sale would be unlawful.
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About Headwater Gold
Headwater Gold Inc. (CSE: HWG, OTCQB: HWAUF, Frankfurt: 997) 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 an d major mining companies.
Headwater is systematically drill testing several projects in Nevada and has strategic earn -in
agreements with OceanaGold Corporation on its TJ, Jake Creek, and Hot Creek projects as well
as Newmont Corporation on its Spring Peak and Lodestar projects, in addition to Centerra Gold
Inc. on its Crane Creek project in Idaho. In August 2022 and September 2024, Newmont and
Centerra 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 (“NewQuest”) 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 website at
www.nqcapitalgroup.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
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the
policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy
of this release.
Cautionary Note Regarding Forward-Looking Information
This release includes certain statements and information that may constitute forward -looking information
within the meaning of applicable Canadian securities laws. Forward -looking statements relate to future
events or future performance and reflect the exp ectations or beliefs of management of the Company
regarding future events. Generally, forward-looking statements and information can be identified by the use
of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases
or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This
information and these statements, referred to herein as "forward -looking statements", are not historical
facts, are made as of the date of thi s news release and include without limitation, statements regarding
discussions of future plans, estimates and forecasts and statements as to management's expectations and
intentions with respect to, among other things, the intended use of proceeds raised under the Offering.
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These forward-looking statements involve numerous risks and uncertainties and actual results might differ
materially from results suggested in any forward-looking statements. These risks and uncertainties include,
among other things, the potential inability of the Company to utilize the anticipated proceeds of the Offering
as anticipated; and other risk factors as detailed from time to time and additional risks identified in the
Company’s filings with Canadian securities regulators on SEDAR+ in Canada (available at
www.sedarplus.ca).
Although management of the Company has attempted to identify important factors that could cause actual
results to differ materially from those contained in forward -looking statements or forward - looking
information, there may be other factors that cause re sults not to be as anticipated, estimated or intended.
There can be no assurance that such statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such statements. Accordingly, readers sho uld not
place undue reliance on forward -looking statements and forward - looking information. Readers are
cautioned that reliance on such information may not be appropriate for other purposes. The Company does
not undertake to update any forward -looking statement, forward-looking information or financial out -look
that are incorporated by reference herein, except in accordance with applicable securities laws. We seek
safe harbor.