Headwater Gold closes $5.75-million private placement

Executive Summary

• Headwater Gold Inc. has completed an oversubscribed private placement, raising gross proceeds of $5,750,207 through the issuance of 9,914,150 common shares.
• The offering included the full exercise of the agent's over-allotment option, with Canaccord Genuity Corp. acting as the lead agent and sole bookrunner.
• Proceeds will be utilized for exploration of projects in the Western United States, project generation, acquisitions, and general corporate purposes.

Key Details

• Gross Proceeds: $5,750,207
• Shares Issued: 9,914,150 common shares
• Issue Price: $0.58 per common share
• Agent: Canaccord Genuity Corp. (Lead Agent and Sole Bookrunner)
• Strategic Investor Participation: Centerra Gold Inc. participated to maintain its 9.99% interest in the company, following an initial investment announced on September 17, 2024.
• Use of Proceeds: Exploration of 100%-owned projects in the Western U.S., project generation, acquisitions, general corporate purposes, and working capital.
• Regulatory Exemption: Offered under the listed issuer financing exemption (Part 5A of NI 45-106) and Coordinated Blanket Order 45-935. Shares are not subject to a hold period for subscribers.
• Agent Compensation (Cash Fee): 6.0% of gross proceeds, reduced to 3.0% on the portion available to purchasers on the company's designated president's list.
• Agent Compensation (Corporate Finance Fee): $75,000 total, satisfied via $37,500 cash payment and issuance of 64,655 common shares at $0.58 per share.
• Agent Warrants: Issued non-transferable common share purchase warrants equal to 6.0% of shares sold (reduced to nil for the president's list portion).
• Warrant Terms: Each warrant allows purchase of one common share at an exercise price of $0.70 for a period of 24 months from the date of issue.
• Hold Period: Agent shares and agent warrants (and underlying shares) are subject to a hold period expiring on July 20, 2026.