Headwater Gold and Centerra Gold Sign US $25 Million Earn-In Agreement to Explore the Crane Creek Gold Project in Idaho

Executive Summary

• Headwater Gold entered a definitive earn‑in agreement with Centerra Gold’s subsidiary, allowing Centerra to acquire up to a 70% interest in the Crane Creek project in Idaho.
• The agreement outlines staged exploration expenditures of up to US$25 million, including an initial US$2.5 million commitment over three years and optional additional spend of US$10 million (Stage 1) and US$15 million (Stage 2).
• Centerra can earn the final 10% by completing a Preliminary Economic Assessment (PEA) that must demonstrate at least 1,000,000 oz gold‑equivalent resources within two years of Stage 3 commencement.

Key Details

• Earn‑in Structure
• Minimum Commitment: US$2.5 M over the first 3 years – no equity earned.
• Stage 1: Additional US$10 M (inclusive of the minimum) within 4 years → 51% interest; Centerra becomes project operator.
• Stage 2: Further US$15 M within 4 years after Stage 1 → increase to 60% interest; Headwater receives a 2 % NSR royalty on royalty‑free claims and 1 % NSR on lands with existing royalties.

• Stage 3: Completion of PEA (minimum 1 M oz Au‑eq) within 2 years → up to 70% interest for Centerra.

• Commercial Payments

• Initial cash payment to Headwater: US$87,000 at execution.

• Subsequent annual cash payments: US$50,000 each year starting on the first anniversary; these are counted as exploration expenditures toward earn‑in thresholds.

• Royalty Terms

• Upon completion of Stage 2, Headwater is entitled to a 2 % NSR royalty on its 100 % owned claims and a 1 % NSR royalty on lands subject to existing royalties.

• Project Status

• Crane Creek is fully permitted for drilling (BLM Notice of Intent; Idaho Dept. of Lands Plan of Operation).

• Historical drilling (1984‑1996) intersected quartz veins with grades up to 8.14 g/t Au; recent airborne magnetic, radiometric, and ground gravity surveys have identified new high‑priority targets.

• Future Work

• Joint exploration plan to be finalized; Phase 1 drilling targeted for spring 2026 focusing on both deep vein corridors and near‑surface bulk‑tonnage targets.

Notable Quotes

“Centerra’s commitment to a substantial multi‑stage earn‑in underscores the scale of the opportunity at this project… we look forward to working with them to unlock the full potential of the project for our shareholders.” – Caleb Stroup, President & CEO, Headwater Gold.