VANCOUVER, British Columbia, Feb. 26, 2026 (GLOBE NEWSWIRE) -- Headwater Gold Inc. (CSE:HWG) (OTCQX:HWAUF) (Frankfurt: 997) (the "Company" or "Headwater") is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. as lead agent and sole bookrunner (the "Agent"), in connection with a "commercially reasonable efforts" private placement of up to 8,621,000 common shares of the Company (each, a "Common Share") at a price of $0.58 per Common Share (the "Issue Price") for aggregate gross proceeds to the Company of up to approximately $5 million (the "Offering").
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Common Shares will be offered for sale to purchasers resident in Canada pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended and supplemented by Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, and to investors in other jurisdictions. The Common Shares issued to subscribers in the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.
In addition, the Company has granted the Agent an option, exercisable in whole or part, for a period up to and including the Closing Date (as defined herein), to sell up to an additional 1,293,150 Common Shares at the Issue Price, for additional gross proceeds of up to approximately $750,000.
In consideration for the services rendered in connection with the Offering, the Company will: (i) pay to the Agent a cash fee equal to 6.0% of the gross proceeds of the Offering (including any Common Shares sold by the Company pursuant to the exercise of any Agent's Option), subject to a reduced fee of 3.0% in respect of sales to certain purchasers comprising a "president's list" who may purchase up to $1,000,000 of Common Shares (the "President's List"); (ii) pay to the Agent a corporate finance fee of $75,000, $37,500 of which will be paid in cash and $37,500 of which will be paid in Common Shares at the Issue Price; and (iii) issue that number of non-transferable Common Share purchase warrants (the "Agent Warrants") to the Agent as is equal to 6.0% of the number of Common Shares sold under the Offering (including any Common Shares sold by the Company pursuant to the exercise of any Agent's Option), provided that no Agent Warrants will be ...
