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HWG.CN ·

Headwater Gold Announces Management Update

Management Changes

Suite 1210 – 1130 West Pender Street

Vancouver, British Columbia, V6E 4A4 Canada

T +1 (604) 681-9100

[email protected]

Headwater Gold Announces Management Update

Vancouver, British Columbia, September 1 , 2023: Headwater Gold Inc. (CSE: HWG)

(OTCQB: HWAUF) (the "Company" or "Headwater") is pleased to announce the appointment of

Mr. Philip Yee, MBA, CPA as Chief Financial Officer of the Company. Mr. Yee is a professional

accountant with graduate degrees in business and engineering and has over 20 years’ experience

in corporate management, regulatory compliance, accounting, audit and taxation for both private

and public companies. Previously, Mr. Yee held executive management roles at Canagold

Resources, Endeavour Silver and the Augusta Group. The Company has granted 200,000

incentive stock options (each, an “Option”) to Mr. Yee. Each Option is exercisable to purchase

one common share of the Company at a price of $0.32 for a five -year term and will vest in six

months after the date of grant. The Options are subject to the acceptance of the Canadian

Securities Exchange.

The previous CFO, Ms. Sandra Wong , will continue in her role as Corporate Secretary of the

Company while taking on additional CFO and Corporate Secretarial responsibilities within the

NewQuest Capital Group, of which Headwater is a part (www.nqcapitalgroup.com).

Caleb Stroup, the President and CEO of the Company, states: “Mr. Yee has a proven track record

in the mining and exploration industry and we are very pleased to welcome him into the Headwater

organization. Our business and exploration activities have scaled up significantly in the past year

and Philip’s experience and knowledge will be highly valuable in continuing this growth.

Headwater would like to thank Ms. Wong, who previously served as CFO , for her exceptional

contributions to our success to date. I very much look forward to continuing working with Sandra

in her ongoing role with the Company.”

About Headwater Gold:

Headwater Gold Inc. (CSE: HWG, OTCQB: HWAUF) is a technically -driven mineral exploration

company focused on the exploration and discovery of high-grade precious metal deposits in the

Western USA. Headwater is aggressively exploring one of the most well -endowed and mining-

friendly jurisdictions in the world with a goal of making world-class precious metal discoveries.

Headwater has a large portfolio of epithermal vein exploration projects and a technical team

comprised of experienced geologists with diverse capital markets, junior company and major

mining company experienc e. The Company is systematically drill testing several projects in

Nevada, Idaho, and Oregon and in August 2022 and May 2023 announced significant

transactions with Newcrest Mining Limited where Newcrest acquired a 9.9% strategic equity

interest in the Company and entered into several earn-in agreements on Headwater’s projects.

For more information, please visit the Company's website at www.headwatergold.com.

On Behalf of the Board of Directors

Caleb Stroup

President and CEO

+1 (775) 409-3197

[email protected]

2

For further information, please contact:

Brennan Zerb

Investor Relations Manager

+1 (778) 867-5016

[email protected]

Forward-Looking Statements:

This news release includes certain forward -looking statements and forward -looking information

(collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation.

All statements, other than statements of historical fact, included herein including, without limitation,

statements regarding future capital expenditures, exploration activities and the specifications, targets,

results, analyses, interpretations, benefits, costs and timing of them, Newcrest ’s anticipated funding of the

earn-in projects and the timing thereof, and the anticipated business plans and timing of future activities of

the Company, are forward -looking statements. Although the Company believes that such statements are

reasonable, it can give no assurance that such expectations will prove to be correct. Often, but not always,

forward looking information can be identified by words such as “pro forma”, “plans”, “expects”, “may”,

“should”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anti cipates”, “believes”, “potential” or

variations of such words including negative variations thereof, and phrases that refer to certain actions,

events or results that may, could, would, might or will occur or be taken or achieved. Forward -looking

statements involve known and unknown risks, uncertainties and other factors which may cause the actual

results, performance or achievements of the Company to differ materially from any future results,

performance or achievements expressed or implied by the forward-looking statements. Such risks and other

factors include, among others, risks related to the anticipated business plans and timing of future activities

of the Company, including the Company’s exploration plans and the proposed expenditures for exploration

work thereon, the ability of the Company to obtain sufficient financing to fund its business activities and

plans, the risk that Newcrest will not elect to obtain any additional interest in the earn-in projects in excess

of the minimum commitment, the ability of the Company to obtain the required permits, changes in laws,

regulations and policies affecting mining operations, the Company’s limited operating history, currency

fluctuations, title disputes or claims, environmental issues and liabilities, as well as those factors discussed

under the heading “Risk Factors” in the Company’s prospectus dated May 26, 2021 and other filings of the

Company with the Canadian Securities Authorities, copies of which can be found under the Company’s

profile on the SEDAR website at www.sedar.com. In addition, o n May 14, 2023 Newcrest and Newmont

Corporation (“Newmont”) entered into a binding scheme implementation deed in relation to a proposal for

Newmont to acquire 100% of the issued shares in Newcrest by way of an Australian scheme of

arrangement. If the proposed merger receives shareholder and regulatory approval and is completed within

the budget period outlined above, there is no certainty that the new combined entity will commit to the

contemplated exploration activities approved by Newcrest.

Readers are cautioned not to place undue reliance on forward -looking statements. The Company

undertakes no obligation to update any of the forward-looking statements, except as otherwise required by

law.