Headwater Gold arranges $1-million private placement

Aug 15, 2025

2025-08-14 15:21 ET – News Release

Mr. Caleb Stroup reports

HEADWATER GOLD ANNOUNCES STRATEGIC PRIVATE PLACEMENT WITH LEAD ORDERS FROM RICK RULE AND JEFF PHILIPS

Headwater Gold Inc. proposes to undertake a non-brokered private placement to raise gross proceeds of up to $1-million through the sale of up to 3,333,333 units of the company at a price of 30 cents per unit.

Highlights:

Strategic lead investments from existing shareholders Rick Rule and Jeff Phillips;
One-year hold period on shares underlying the units and acceleration trigger for the warrants;
Proceeds will be used to support continuing project generation, exploration at the company’s 100-per-cent-owned gold projects in the Western United States and general working capital.

Caleb Stroup, president and chief executive officer of the company, states: “We are very pleased to announce strategic investments in Headwater Gold by Rick Rule and Jeff Phillips, two highly respected figures in the natural resource investment community. Their participation represents a strong vote of confidence in our team, corporate structure and overall business strategy. This financing will provide us with additional capital to accelerate our ongoing generative activities in the Western U.S. and continue executing our proven model in one of the world’s premier mining jurisdictions.”

Mr. Rule, leading natural resource investor, commented: “The prospect generator model has served me extremely well over the years, and I believe Headwater Gold is executing this model with financial discipline and technical excellence. I am fortunate to be a shareholder and look forward to hosting the company at the 2026 Rick Rule Symposium in Boca Raton, Fla.”

Each unit consists of one common share and one non-transferable share purchase warrant, exercisable into one further share at a price of 50 cents for a period of 36 months. The shares will be subject to a one-year hold period from the closing date, and such other restrictions as may be required by applicable securities laws and stock exchange rules. Fifteen months after the closing date, the company will have the right to accelerate the expiry date of the warrants if the weighted average closing price of the company’s common shares on the Canadian Securities Exchange equals or exceeds 75 cents for 20 consecutive trading days. Upon the occurrence of the acceleration event, the expiry date of the warrants will then be 30 days from the date of issue of a news release announcing the acceleration.

The proceeds from the offering will be used to support continuing project generation, exploration at the company’s 100-per-cent-owned gold projects in the Western United States and general working capital.

Finders’ fees may be paid in connection with the offering in accordance with the policies of the Canadian Securities Exchange.

The offering is subject to the acceptance of the CSE.

Insiders of the company may acquire securities under the offering, which will be considered a related party transaction as defined under Multilateral Instrument 61-101. Such participation is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

About Headwater Gold Inc.

Headwater is a technically driven mineral exploration company focused on exploring for and discovering high-grade precious metal deposits in the Western U.S. Headwater is actively exploring one of the world’s most well-endowed, mining-friendly jurisdictions, with a goal of making world-class precious metal discoveries. The company has a large portfolio of epithermal vein exploration projects, and a technical team with diverse experience in capital markets and major mining companies. Headwater is systematically drill testing several projects in Nevada, and has strategic earn-in agreements with Newmont Corp. on its Spring Peak and Lodestar projects. In August, 2022, and September, 2024, Newmont and Centerra Gold Inc. acquired strategic equity interests in the company, further strengthening Headwater’s exploration capabilities.

Headwater is part of the NewQuest Capital Group, which is a discovery-driven investment enterprise that builds value through the incubation and financing of mineral projects and companies.

We seek Safe Harbor.

https://headwatergold.com/