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

Executive Summary

• Headwater Gold Inc. completed a “commercially reasonable efforts” private placement of 9,914,150 common shares at $0.58 per share, raising gross proceeds of $5,750,207.
• The offering was led by Canaccord Genuity Corp., which received cash and equity compensation, including warrants exercisable at $0.70 for 24 months.
• Net proceeds are earmarked for exploration of 100% owned projects in the Western United States, project generation/acquisitions, general corporate purposes, and working capital.

Key Details

• Shares Issued: 9,914,150 common shares (including full exercise of the Agent’s option).
• Issue Price: $0.58 per share.
• Gross Proceeds: $5,750,207.
• Lead Agent/Bookrunner: Canaccord Genuity Corp. (sole bookrunner).
• Key Investor Participation: Centerra Gold Inc. maintained its 9.99% ownership stake.
• Use of Proceeds: Exploration of wholly‑owned Western U.S. projects, project generation & acquisitions, general corporate purposes, working capital.
• Agent Compensation to Canaccord:
• Cash fee equal to 6.0 % of gross proceeds (reduced to 3.0 % on the President’s List portion).
• Corporate finance fee of $75,000 (paid as $37,500 cash + issuance of 64,655 common shares at $0.58 per share).
• Agent Warrants: Non‑transferable warrants equal to 6.0 % of the shares sold (nil on President’s List portion); each warrant allows purchase of one common share at $0.70 for 24 months from issue date.
• Hold Period: Agent Shares and Warrants (and any shares issued upon exercise) subject to a hold period expiring July 20, 2026.
• Regulatory Exemptions: Offered under NI 45‑106 listed issuer financing exemption; no U.S. registration – not offered in the United States absent exemption.

Notable Quotes

“The successful completion of this private placement provides us with the capital needed to advance our high‑grade precious metal exploration program across the Western United States,” – Caleb Stroup, President and CEO.