Headwater Gold Announces Private Placement of Common Shares for Gross Proceeds of up to $5 Million

Executive Summary

• Headwater Gold Inc. announced a private placement of up to 8,621,000 common shares at $0.58 per share, targeting gross proceeds of approximately $5 million.
• The lead agent and sole bookrunner is Canaccord Genuity Corp., which also received an option to sell an additional 1,293,150 shares for up to $750,000.
• Net proceeds are earmarked for exploration of the company’s wholly‑owned projects in the Western United States, project generation/acquisitions, and general corporate purposes.

Key Details

• Offering Size: Up to 8,621,000 common shares at $0.58 per share → up to ~$5 million gross proceeds.
• Agent Option: Canaccord Genuity may sell an additional 1,293,150 shares at the same price for up to $750,000.
• Fees to Agent:
• Cash fee equal to 6.0% of gross proceeds (reduced to 3.0% on “President’s List” purchases up to $1 million).
• Corporate finance fee of $75,000 ($37,500 cash + $37,500 in common shares at the issue price).
• Agent Warrants: Non‑transferable warrants equal to 6.0% of shares sold (excluding President’s List portion); each warrant allows purchase of one share at $0.70 for 24 months from issuance.
• Closing Date: Expected on or about March 19, 2026, subject to regulatory approvals including the Canadian Securities Exchange.
• Use of Proceeds: Exploration of 100% owned Western U.S. projects, project generation and acquisitions, general corporate purposes, and working capital.
• Regulatory Notes: Offering relies on NI 45‑106 exemptions; shares are not registered in the United States and cannot be offered there absent registration or an exemption.

Notable Quotes

• “The net proceeds from this financing will accelerate our exploration program across key Western U.S. targets and support strategic growth initiatives,” – Caleb Stroup, President and CEO.