Mr. Caleb Stroup reports

HEADWATER GOLD SIGNS SPRING PEAK JOINT VENTURE AGREEMENT WITH NEWMONT

Headwater Gold Inc. has completed the definitive joint venture agreement with Newmont Corp. for the Spring Peak project in Nevada. The joint venture agreement formalizes the project-level joint venture following completion of stage 1 of the Spring Peak earn-in agreement and the election to advance to stage 2 as announced on Sept. 26, 2025.

Highlights:

• Joint venture agreement completed: Headwater and Newmont have signed a definitive joint venture agreement for the Spring Peak project, formalizing Newmont's 51-per-cent ownership interest and Headwater's 49-per-cent ownership interest in the project.
• Stage 2 earn-in under way: As previously announced on Sept. 26, 2025, Spring Peak advanced to stage 2 in the earn-in agreement, under which Newmont may increase its interest in the joint venture from 51 per cent to 65 per cent by financing an additional $40-million (U.S.) in exploration expenditures over three years once the Burnt Rock plan of operations is approved.
• Drill permitting advancing: The Burnt Rock plan of operations remains in progress under the FAST-41 permitting framework, and a separate outlying permit application covering the Doug area is currently expected to advance during 2026.
• Planning for 2027 program: Planning for the Spring Peak 2027 program and budget is under way for an initial stage 2 exploration program, subject to receipt of permits and final program approvals.

Caleb Stroup, president and chief executive officer of the company, states: "Completion of the Spring Peak joint venture agreement is an important milestone for Headwater and formalizes the next phase of our partnership with Newmont at what Headwater believes is one of the most compelling high-grade epithermal gold projects in Nevada. Within stage 2 of the partnership, there is the potential to unlock up to an additional $40-million (U.S.) of exploration expenditures. With the joint venture structure now in place, our focus is on advancing the Burnt Rock and Doug area drill permits and preparing for the stage 2 exploration program in 2027. Spring Peak remains a flagship asset for Headwater, with high-grade mineralization already discovered at the Disco zone and a growing pipeline of potential targets along the Bear Fault corridor where the joint venture controls approximately 15 kilometres of prospective strike extent."

Spring Peak joint venture

The Spring Peak project is located in the Aurora mining district in the Walker Lane belt of west-central Nevada and hosts Headwater's high-grade Disco zone discovery, as well as multiple additional potential targets along the Bear Fault corridor and broader Aurora trend.

The joint venture agreement establishes the legal framework for continued exploration of the Spring Peak project following the completion of stage 1 of the earn-in agreement. Newmont earned an initial 51-per-cent interest in the project by financing $15-million (U.S.) in exploration expenditures under the earn-in agreement announced Aug. 16, 2022.

Newmont has elected to proceed to stage 2, where it may earn an additional 14-per-cent interest, for a total 65-per-cent interest in the project, by funding an additional $40-million (U.S.) in exploration expenditures over three years once the Burnt Rock plan of operations is approved. If Newmont completes stage 2, it may elect to proceed to stage 3 and earn an additional 10-per-cent interest for a total 75-per-cent interest in the project, by funding the preparation and delivery of a prefeasibility study meeting the requirements of the joint venture agreement and ceding a 1-per-cent to 2-per-cent NSR royalty to Headwater.

The joint venture agreement provides the formal framework for long-term advancement of the project while preserving meaningful exposure for Headwater through its retained project interest and the potential for continued partner-funded exploration.

Permitting update and 2027 planning

Permitting remains the key near-term focus at Spring Peak. The Burnt Rock plan of operations, which would authorize a significant expansion of exploration drilling on the project, remains in progress under the federal FAST-41 permitting framework. The Burnt Rock permit would provide access to a greatly expanded exploration footprint along the Bear Fault corridor and adjacent target areas where the joint venture now controls approximately 15 kilometres of potentially prospective strike extent.

In addition to the Burnt Rock plan of operations, a separate outlying permit application covering the Doug target area is advancing and is currently expected within 2026. The Doug area is located along the broader Spring Peak trend and represents an additional potential satellite target area outside the main Burnt Rock permit area.

About Headwater Gold Inc.

Headwater Gold is a technically driven mineral exploration company focused on exploring for and discovering high-grade precious metal deposits in the Western United States. 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 OceanaGold Corp. on its TJ, Jake Creek and Hot Creek projects, Newmont Corp. on its Spring Peak and Lodestar projects in Nevada and Centerra Gold Inc. on its Crane Creek project in Idaho. Newmont and Centerra have acquired strategic equity interests in the company, further strengthening Headwater's exploration capabilities.

Qualified person

The technical information contained in this news release has been reviewed and approved by Joshua Carron (SME Reg No. 042931540), a qualified person (QP) as defined in National Instrument 43-101 -- Standards of Disclosure for Mineral Projects. Mr. Carron is not independent, as he is the company's vice-president, exploration.

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