Mr. Caleb Stroup reports

HEADWATER GOLD PROVIDES CORPORATE UPDATE AND APPOINTS JOSHUA CARRON AS VP EXPLORATION

Headwater Gold Inc. has appointed Joshua Carron to the role of vice-president, exploration, to be based in Reno, Nev.

Highlights:

• Appointment of vice-president, exploration: Mr. Carron has joined Headwater as vice-president, exploration, bringing over 20 years of gold-focused experience spanning exploration, project development, mine geology and operations.
• Direct experience at Nevada's most recent major discovery: Mr. Carron most recently served as geology superintendent for AngloGold Ashanti, where he helped advance the Arthur epithermal gold project in Nevada from discovery-stage exploration through resource development and into reserve status.
• Adding depth to team as exploration activity accelerates: Mr. Carron joins Headwater as the company ramps up exploration across multiple partner-financed programs and newly generated 100-per-cent-owned opportunities, including the Jupiter project, a district-scale epithermal project where the company is applying leading exploration concepts, some of which were used in the discovery of the Arthur project.

Caleb Stroup, president and chief executive officer of the company, comments: "We are very pleased to welcome Josh to the Headwater team. Josh brings a rare combination of greenfield exploration, project development and mine geology experience, with direct recent involvement helping advance the AngloGold Ashanti Arthur gold project from discovery-stage exploration through resource development and into reserve status. That background is particularly relevant to Headwater as we continue to grow from a project generation platform into a company with multiple partner-funded drill programs and several 100-per-cent-owned discovery opportunities advancing in parallel. Adding senior technical leadership with Josh's experience strengthens our ability to generate, evaluate and advance high-quality exploration opportunities across the Western United States."

Mr. Carron has over 20 years of experience in the gold mining industry, spanning greenfield exploration, project development, mine geology and operations. He has worked on projects in the United States, Canada and Mexico across a range of deposit types, including epithermal, Carlin-style, orogenic, VMS (volcanogenic massive sulphide) and porphyry systems. Most recently, Mr. Carron served as geology superintendent for AngloGold Ashanti in Nevada, where he helped advance the Arthur gold project in the Walker Lane from the exploration stage through resource development and into reserve status. His experience advancing projects across the exploration-to-development continuum is directly aligned with Headwater's growing portfolio of epithermal gold opportunities in the Western United States.

Stock options

The company has granted 2,475,000 incentive stock options to directors, officers, employees and consultants of the company. Each option is exercisable to purchase one common share of the company at a price of 47 cents for a five-year term and vests over periods from immediately to two years. The options are subject to the acceptance of the Canadian Securities Exchange (CSE).

Semi-annual financial reporting

The company has elected to rely on Coordinated Blanket Order 51-933 and move to semi-annual financial reporting (SAR).

Coordinated Blanket Order 51-933 allows eligible venture issuers listed on the CSE to voluntarily move from a quarterly to a semi-annual financial reporting framework. The company's fiscal year ends on Feb. 28. Under the SAR pilot program, the company will be exempt from filing interim financial reports and related management's discussion and analysis for its first and third quarters.

• Interim period: The company will not file an interim report for the first quarter (Q1) ending May 31 and the third quarter (Q3) ending Nov. 30.
• Continuing reporting: The company will continue to file audited financial statements (due within 120 days of Feb. 28) and six-month interim financial reports (due within 60 days of Aug. 31).

The company confirms it meets the pilot program's eligibility criteria, which include being a venture issuer with annual revenues of less than $10-million and maintaining a clean 12-month continuous disclosure record.

This news release is being filed pursuant to Coordinated Blanket Order 51-933 Exemptions to Permit Semi-Annual Reporting for Certain Venture Issuers.

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, and Centerra Gold Inc. on its Crane Creek project in Idaho. In August, 2022, and September, 2024, Newmont and Centerra acquired strategic equity interests in the company, further strengthening Headwater's exploration capabilities.

We seek Safe Harbor.