Headwater Gold and OceanaGold Sign Definitive Agreement to Explore Three Projects in Nevada

Executive Summary

• Headwater Gold entered a definitive agreement with OceanaGold’s subsidiary granting OceanaGold an option to earn up to a 75% interest in the TJ, Jake Creek and Hot Creek projects in Nevada.
• The earn‑in structure involves up to US$65 million of staged exploration expenditures plus completion of Pre‑Feasibility Studies (PFS) to reach the maximum interest level.
• A firm commitment of US$2.5 million will be funded within the first two years, and drilling mobilization has already begun on the TJ project.

Key Details

• Agreement Structure
• Minimum Commitment: US$1 M (TJ), US$1 M (Jake Creek), US$0.5 M (Hot Creek) – 0% interest, payable within 2 years of execution.
• Stage 1 – US$10 M (TJ & Jake Creek) / US$5 M (Hot Creek) → 51% interest per project; funded within 48 months of execution.
• Stage 2 – Additional US$15 M (TJ & Jake Creek) / US$10 M (Hot Creek) → up to 65% interest; funded within 48 months after Stage 1 completion.

• Stage 3 – Completion of a PFS for each project and grant of a 1% NSR royalty to Headwater → total 75% interest; must be done within 24 months after Stage 2.

• Financial Commitments & Payments

• Firm commitment of US$2,500,000 to be spent on exploration in the first two years.
• OceanaGold advanced a non‑refundable US$250,000 (July 22 2025) for pre‑drilling expenses.

• Upon execution, OceanaGold paid US$100,000; an additional US$100,000 is payable on the first anniversary if OceanaGold continues in at least one project.

• Management & Fees

• Headwater remains the initial operator of all three projects and will receive a 10% management fee on exploration expenditures.

• Upon completion of each PFS, Headwater receives a 1% NSR royalty from OceanaGold.

• Project‑Specific Information

• TJ Project: Mobilization for drilling has commenced; located on BLM land near Jackpot, NV; hosts a fully preserved epithermal system with silica sinter and steeply inclined faults.
• Jake Creek Project: 189 unpatented lode claims in Humboldt County; historic RC drilling intersected up to 11.3 g/t Au over 1.52 m (hole JC‑005).

• Hot Creek Project: 52 unpatented claims in the Tuscarora District; historic shallow drilling showed grades up to 1.04 g/t Au over 12.2 m and 0.34 g/t Au over 117.3 m.

• Strategic Rationale

• Partnership provides Headwater with a financially strong partner, enabling extensive exploration without diluting equity.
• The staged earn‑in aligns incentives for both parties to advance the projects toward feasibility.

Notable Quotes

“We are very excited to have executed the Definitive Agreement with OceanaGold, a strong technical and financial collaborator… Mobilization for the TJ drilling program has commenced and we are eagerly anticipating the kickoff of this high‑priority drill test.” – Caleb Stroup, President & CEO, Headwater Gold

All forward‑looking statements are subject to risks and uncertainties detailed in the release.