Headwater Gold Completes Oversubscribed Private Placement for Gross Proceeds of $5.75 Million

(TheNewswire)

Vancouver, British Columbia –TheNewswire - March 19, 2026 -Headwater Gold Inc. (CSE: HWG) (OTCQB: HWAUF) (the "Company" or"Headwater") is pleased to announce that further to its newsrelease 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 raisegross proceeds of $5,750,207, including the full exercise of theAgent’s option. Canaccord Genuity Corp. (“Canaccord”) actedas lead agent and sole bookrunner under the Offering.

The Offering included participation from Centerra GoldInc., who elected to maintain its 9.99% interest in the Companyfollowing its initial investment announced on September 17, 2024. 

The Company intends to use the net proceeds from theOffering for exploration of its 100% owned projects in the WesternUnited States, project generation and acquisitions, general corporatepurposes and working capital.

In accordance with applicable regulatory requirementsand National Instrument 45-106 - Prospectus Exemptions (“NI45-106”), the Common Shares were offered forsale to purchasers resident in Canada pursuant to the listed issuerfinancing exemption under Part 5A of NI 45-106, as amended andsupplemented by Coordinated Blanket Order 45- 935 Exemptions from Certain Conditions of theListed Issuer Financing Exemption, and toinvestors in other jurisdictions. The Common Shares issued tosubscribers in the Offering are not subject to a hold period pursuantto applicable Canadian securities laws.

As consideration for the services rendered inconnection with the Offering, the Company paid to Canaccord a cash feein 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 topurchasers on a president’s list designated by the Company (the“President’sList”). In addition, the Company paid toCanaccord a corporate finance fee of $75,000, satisfied through a cashpayment 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. TheCompany also issued to Canaccord the number of nontransferable CommonShare purchase warrants (the “Agent Warrants”) equal to 6.0% of the CommonShares sold under the Offering, reduced to nil on the portion of theOffering made available to purchasers on the President’s List. EachAgent Warrant entitles Canaccord to purchase one Common Share for aperiod 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 Sharesissuable upon exercise) are subject to a hold period expiring on July20, 2026.

The securities have not been and will not be registeredunder the United States Securities Act of 1933, as amended (the“U.S. SecuritiesAct”), or any U.S. state securities laws, andmay not be offered or sold in the “United States” (as such term isdefined in Regulation S under the U.S. Securities Act) unlessregistered under the U.S. Securities Act and applicable U.S. statesecurities laws or an exemption from such registration is available.This news release shall not constitute an offer to sell or thesolicitation of an offer to buy nor shall there be any sale of thesecurities in any jurisdiction in which such offer, solicitation orsale would be unlawful.

About Headwater Gold

Headwater Gold Inc. (CSE: HWG, OTCQB:HWAUF, Frankfurt: 997) is a technically driven mineral explorationcompany focused on exploring for and discovering high-grade preciousmetal deposits in the Western USA. Headwater is actively exploring oneof the world’s most well endowed, mining friendly jurisdictions,with a goal of making world-class precious metal discoveries. TheCompany has a large portfolio of epithermal vein exploration projectsand a technical team with diverse experience in capital markets andmajor mining companies. Headwater is systematically drill testingseveral projects in Nevada and has strategic earn-in agreements withOceanaGold Corporation on its TJ, Jake Creek, and Hot Creek projectsas well as NewmontCorporation on its Spring Peak and Lodestar projects, in addition toCenterra Gold Inc. on its Crane Creek project in Idaho. In August 2022and September 2024, Newmont and Centerra acquired strategic equityinterests in the Company, further strengthening Headwater’sexploration 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 thatbuilds value through the incubation and financing of mineral projectsand companies. Further information about NewQuest can be found on thecompany website at www.nqcapitalgroup.com.

On Behalf of the Board of Directors

Caleb Stroup

President and CEO

+1 (775) 409-3197

cstroup@headwatergold.com

For further information, please contact:

Brennan Zerb

Investor Relations Manager

+1 (778) 867-5016

bzerb@headwatergold.com

Neither theCanadian Securities Exchange nor its Market Regulator (as that term isdefined in the policies of the Canadian Securities Exchange) acceptsresponsibility for the adequacy or accuracy of this release.

Cautionary NoteRegarding Forward-Looking Information

This release includes certainstatements and information that may constitute forward-lookinginformation within the meaning of applicable Canadian securities laws.Forward-looking statements relate to future events or futureperformance and reflect the expectations or beliefs of management ofthe Company regarding future events. Generally, forward-lookingstatements and information can be identified by the use offorward-looking terminology such as “intends” or“anticipates”, or variations of such words and phrases orstatements that certain actions, events or results “may”,“could”, “should”, “would” or “occur”. Thisinformation and these statements, referred to herein as"forward-looking statements", are not historical facts, aremade as of the date of this news release and include withoutlimitation, statements regarding discussions of future plans,estimates and forecasts and statements as to management'sexpectations and intentions with respect to, among other things, theintended use of proceeds raised under the Offering.

These forward-looking statementsinvolve numerous risks and uncertainties and actual results mightdiffer materially from results suggested in any forward-lookingstatements. These risks and uncertainties include, among other things,the potential inability of the Company to utilize the anticipatedproceeds of the Offering as anticipated; and other risk factors asdetailed from time to time and additional risks identified in theCompany’s filings with Canadian securities regulators on SEDAR+ inCanada (available at www.sedarplus.ca).

Although management of the Companyhas attempted to identify important factors that could cause actualresults to differ materially from those contained in forward-lookingstatements or forward- looking information, there may be other factorsthat cause results not to be as anticipated, estimated or intended.There can be no assurance that such statements will prove to beaccurate, as actual results and future events could differ materiallyfrom those anticipated in such statements. Accordingly, readers shouldnot place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on suchinformation may not be appropriate for other purposes. The Companydoes 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 safeharbor.

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