Mr. Jason Jaskela reports

HEADWATER EXPLORATION INC. RECEIVES TORONTO STOCK EXCHANGE APPROVAL FOR RENEWAL OF NORMAL COURSE ISSUER BID

The Toronto Stock Exchange has granted approval for Headwater Exploration Inc. to commence a normal course issuer bid.

Under the NCIB, Headwater may purchase for cancellation up to 22,287,602 common shares of Headwater, representing approximately 10 per cent of its 237,762,877 issued and outstanding shares as at April 30, 2026, less shares held by directors, executive officers and principal securityholders (holders holding greater than 10 per cent of the issued and outstanding shares) of the company. The total number of shares that Headwater is permitted to purchase is subject to a daily purchase limit of 216,643 shares, representing 25 per cent of the average daily trading volume of 866,572 shares on the TSX calculated for the six-month period ended April 30, 2026; however, Headwater may make one block purchase per calendar week, which exceeds the daily repurchase restrictions.

The NCIB is expected to commence on May 13, 2026, and will terminate on the earlier of: (i) the date on which the issuer has acquired all shares sought pursuant to the NCIB; or (ii) May 12, 2027, unless earlier terminated at the option of the company, upon prior notice being given to the TSX. The shares will be purchased on behalf of Headwater by a registered broker through the facilities of the TSX and through other alternative Canadian trading platforms at the prevailing market price at the time of such transaction.

Under its current normal course issuer bid that commenced on May 6, 2025, and expired May 5, 2026, the company sought and obtained approval from the TSX to purchase up to 19,020,755 shares. Headwater has purchased an aggregate of 1,047,100 shares under the prior NCIB at a weighted-average price of $7.30 per share through market purchases on the TSX and Canadian alternative trading platforms.

The company has, in connection with the NCIB, entered into an automatic share purchase plan with a broker to enable the company to provide standard instructions and purchase shares on the open market during self-imposed blackout periods. Outside of these blackline periods, shares may be purchased under the NCIB in accordance with management's discretion.

Headwater believes that, from time to time, the market price of the shares may not fully reflect the underlying value of the shares and, at such times, the purchase of shares would be in the best interests of the company. As a result of such purchases, the number of issued shares will be decreased, and, consequently, the proportionate share interest of all remaining shareholders will be increased on a pro rata basis.

The actual number of shares purchased under the NCIB, the timing of purchases and the price at which the shares will be purchased will depend on future market conditions. All shares acquired under the NCIB will be cancelled. A copy of the Form 12 (Notice of Intention to Make a Normal Course Issuer Bid) filed by Headwater with the TSX can be obtained from the company upon request without charge.

The actual number of shares that will be repurchased under the NCIB and the timing of any such purchases will be determined by the company on management's discretion, subject to applicable securities laws. There cannot be any assurances as to how many shares, if any, will ultimately be acquired by the company.

We seek Safe Harbor.