Headwater Gold and Newcrest Mining Sign Four Earn-In Exploration Agreements and Newcrest Subscribes to Strategic Equity Investment Vancouver, British Columbia – TheNewswire - August 16, 2022 - Headwater Gold Inc. (CSE:HWG) (CNSX:HWG.CN) (OTC:HWAUF) (the "Company" or "Headwater") is pleased to announce it has signed four separate definitive option and earn-in agreements (the “Earn-in Agreements”) with a wholly owned subsidiary of Newcrest Mining Limited (“Newcrest”) (ASX, TSX, PNGX: NCM). Pursuant to the Earn-in Agreements, Newcrest will have an option to acquire (the “Earn-In Transaction”) up to a 75% interest individually in each of Headwater’s Mahogany Project in Oregon and Agate Point Project, Midas North Project and Spring Peak Project in Nevada (collectively, the “Projects”) for cumulative earn-in exploration expenditures of US$145,000,000 and the completion of Pre-Feasibility Studies which include a minimum resource of 1.5 million gold or gold equivalent ounces per Project. Additionally, Newcrest will acquire a 9.9% equity interest in the Company through a non-brokered private placement of common shares. Highlights: Newcrest will sole fund a firm minimum commitment (“Minimum Commitment”) of US$8,500,000 in exploration expenditures cumulatively between the four Projects, or pay the difference to Headwater; During the staged earn-in phase, Newcrest will have the right to earn up to a 65% interest individually in each of the four Projects by sole funding exploration expenditures (inclusive of the respective Minimum Commitment) of US$55,000,000 on the Spring Peak Project, US$30,000,000 on the Agate Point Project, US$30,000,000 on the Mahogany Project, and US$30,000,000 on the Midas North Project over a 6- year period ; Newcrest retains the right to earn an additional 10% interest in each Project (for a total interest of 75% of each Project) by: (1) ceding a 2% Net Smelter Return (“NSR”) royalty to Headwater in the case of the Agate Point, Mahogany and Midas North Projects, and a 1% NSR royalty in the case of the Spring Peak Project, subject to certain partial buydown rights; and (2) completing a Pre-Feasibility Study for such Project, solely funded by Newcrest and which includes a minimum 1.5 million ounce gold or gold-equivalent resource (per Project) within an additional 24-month period; Newcrest will, within 15 business days of signing of the Earn-in Agreements (the “Execution Date”), reimburse certain Project costs previously incurred by Headwater through a cash payment totalling US$612,989; and Newcrest will purchase, through a non-brokered private placement, 5,446,397 common shares of the Company at a price of $0.16 per share for gross proceeds of $871,424, representing an approximate 9.9% ownership interest in the Company.