Mr. Caleb Stroup reports

HEADWATER GOLD UPGRADES TRADING TO OTCQX BEST MARKE

Headwater Gold Inc. has graduated from the OTCQB Venture Market to the OTCQX Best Market and begins trading on the OTCQX Market today under the symbol HWAUF.

The OTCQX market is designed for established, investor-focused U.S. and international companies. To qualify for the OTCQX, companies must meet high financial standards, follow best-practice corporate governance and demonstrate compliance with applicable securities laws. Graduating to the OTCQX market marks an important milestone for companies, enabling them to demonstrate their qualifications and build visibility among U.S. investors.

Caleb Stroup, Headwater Gold's president and chief executive officer, stated: "Our upgrade to the OTCQX underscores the progress we've made in building a disciplined, growth-focused company. This upgrade will allow the company to broaden our shareholder base in the USA as well as promote greater liquidity as we continue aggressive exploration on our large portfolio of gold properties in Nevada and Idaho."

U.S. investors can find current financial disclosure and real-time Level 2 quotes for the company on the OTC Markets website.

Management update

Dr. Gregory Dering, the company's vice-president of exploration, will be departing the company effective Feb. 28, 2026, to pursue an academic career, having accepted a position as a research geologist with the Nevada Bureau of Mines and Geology (NBMG). Dr. Dering's new role will support research initiatives that benefit Nevada's geological and mining community and align with continuing federal and state critical mineral initiatives. The company very much appreciates Dr. Dering's contributions to Headwater's success and looks forward to continued collaboration with him and the NBMG in advancing geoscience and resource development in Nevada.

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 Newmont Corp. on its Spring Peak and Lodestar projects and Oceanagold Corp. on its TJ, Jake Creek and Hot Creek projects. In August, 2022, and September, 2024, Newmont and Centerra 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.

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