(TheNewswire)
Not for Distribution to United StatesNews Wire Services or for Dissemination in the United States
Vancouver, British Columbia – TheNewswire - February 2, 2023: Headwater Gold Inc. (CSE:HWG) (OTC:HWAUF) (the"Company" or "Headwater") is pleased to announce that it proposes to undertake anon-brokered private placement to raise gross proceeds of up to$2,280,000 (the “Offering”) through the sale of up to 6,000,000units (the “Units”) priced at $0.38 per Unit. Each Unit willconsist of one common share of the Company and one half of a sharepurchase warrant, with each whole warrant exercisable into one furthercommon share at a price of $0.55 for a term of 24 months.
The proceeds from the Offering will be used onexploration activities to advance the Company’s large portfolio of100% owned assets in the Western United States, potential projectacquisitions and for general working capital.
Finders’ fees may be payable in connection with theOffering in accordance with the policies of the Canadian SecuritiesExchange (“CSE”).
Directors and officers of the Company may acquiresecurities under the Offering, which will be considered a"related party transaction" as defined under MultilateralInstrument 61-101 ("MI 61-101"). Such participation isexpected to be exempt from the formal valuation and minorityshareholder approval requirements of MI 61-101.
The offered securities have not been, nor will they be,registered under the United States Securities Act of 1933, as amended(the "Securities Act") or any state securities laws, and maynot be offered or sold to, or for the account or benefit of, anyperson in the United States or any "U.S person", as suchterm is defined in Regulation S under the Securities Act, absentregistration or an applicable exemption from registrationrequirements. Offers and sales in the United States will be limitedto institutional accredited investors and qualified institutionalbuyers. This press release shall not constitute an offer to sell orthe solicitation of an offer to buy nor shall there be any sale of thesecurities in any state in which such offer, solicitation or salewould be unlawful.
About Headwater Gold:
Headwater Gold Inc. (CSE: HWG, OTCQB: HWAUF) is atechnically-driven mineral exploration company focused on theexploration and discovery of high-grade precious metal deposits in theWestern USA. Headwater is aggressively exploring one of the mostwell-endowed and mining-friendly jurisdictions in the world with agoal of making world-class precious metal discoveries. Headwater hasa large portfolio of epithermal vein exploration projects and atechnical team comprised of experienced geologists with diversecapital markets, junior company and major mining company experience.
For more information, please visit the Company'swebsite at www.headwatergold.com .
On Behalf of the Board ofDirectors
Caleb Stroup
President and CEO
+1 (775) 409-3197
For further information, please contact:
Brennan Zerb
Investor Relations Manager
+1 (778) 867-5016
Neither the Canadian Securities Exchange nor itsRegulation Services Provider accepts responsibility for the adequacyor accuracy of this release.
Forward-Looking Statements:
This news release includes certainforward-looking statements and forward-looking information (together,“forward-looking statements”). All statements other thanstatements of historical fact included in this release, including,without limitation, statements regarding the Offering, the use ofproceeds from the Offering and other future plans and objectives ofthe Company are forward-looking statements. There can be no assurancethat such statements will prove to be accurate and actual results andfuture events may vary from those anticipated in such statements.Important risk factors that could cause actual results to differmaterially from the Company's plans or expectations include theinability to use of proceeds from the Offering as expected, failure toraise sufficient funds on the proposed terms or at all, and risksassociated with mineral exploration, including the risk that actualresults and timing of exploration and development will be differentfrom those expected by management. The forward-looking statements inthis news release were developed based on the assumptions andexpectations of management, including that the Company will be able touse the proceeds from the Offering as anticipated and that therequired fundraising will be completed, as well as the otherassumptions disclosed in this news release and that the risksdescribed above will not materialize. The Company expressly disclaimsany intention or obligation to update or revise any forward-lookingstatements whether as a result of new information, future events orotherwise, except as otherwise required by applicable securitieslegislation.
Readers are cautioned not to placeundue reliance on forward-looking statements. The Company undertakesno obligation to update any of the forward-looking statements, exceptas otherwise required by law.
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