Headwater Gold closes $2.66M private placement

Feb 15, 2023

2023-02-15 13:45 ET – News Release

Mr. Caleb Stroup reports

HEADWATER GOLD CLOSES OVERSUBSCRIBED $2,660,000 PRIVATE PLACEMENT

Headwater Gold Inc. has completed a non-brokered private placement to raise gross proceeds of $2.66-million through the sale of seven million units of the company priced at 38 cents per unit. Each Unit consists of one common share of the Company and one half of a share purchase warrant, with each whole warrant exercisable into one further common share at a price of $0.55 for a two year term.

Newcrest Mining Limited (“Newcrest”) (ASX, TSX, PNGX: NCM), through a wholly owned subsidiary, purchased 705,000 Units to maintain its pro-rata 9.9% equity interest in the Company, pursuant to the transaction announced on August 16, 2022.

Insiders of the Company purchased a total of 121,052 Units. The participation by Insiders in the Offering constitutes a “related party transaction” for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The Company is relying upon exemptions from the requirement to obtain a formal valuation and seek minority shareholder approval for the Offering on the basis that the fair market value of the participation by related parties in the Offering is less than 25% of the Company’s current market capitalization.

The proceeds from the Offering will be used on exploration activities to advance the Company’s large portfolio of 100% owned assets in the Western United States, potential project acquisitions and for general working capital.

Finders’ fees of $55,085 and 144,960 broker warrants exercisable at $0.55 for a two year term were paid on a portion of the Offering. All securities issued are restricted from trading until June 16, 2023.

About Headwater Gold:

Headwater Gold Inc. (CSE: HWG, OTCQB: HWAUF) is a technically-driven mineral exploration company focused on the exploration and discovery of high-grade precious metal deposits in the Western USA. Headwater is aggressively exploring one of the most well-endowed and mining-friendly jurisdictions in the world with a goal of making world-class precious metal discoveries. Headwater has a large portfolio of epithermal vein exploration projects and a technical team comprised of experienced geologists with diverse capital markets, junior company and major mining company experience.

We seek Safe Harbor.

https://headwatergold.com/