(TheNewswire)
Vancouver, British Columbia – TheNewswire - February 15, 2023 - Headwater Gold Inc. (CSE:HWG) (OTC:HWAUF) (the"Company" or "Headwater") is pleased to announce that, further to its news release ofFebruary 2, 2023, the Company has completed a non-brokered privateplacement (the “Offering”) to raise gross proceeds of $2,660,000through the sale of 7,000,000 units of the Company (the “Units”)priced at $0.38 per Unit. Each Unit consists of one common share ofthe Company and one half of a share purchase warrant, with each wholewarrant exercisable into one further common share at a price of $0.55for a two year term.
Newcrest Mining Limited (“Newcrest”) (ASX, TSX,PNGX: NCM), through a wholly owned subsidiary, purchased 705,000 Unitsto maintain its pro-rata 9.9% equity interest in the Company, pursuantto the transaction announced on August 16, 2022.
Insiders of the Company purchased a total of 121,052Units. The participation by Insiders in the Offering constitutes a“related party transaction” for the purposes of MultilateralInstrument 61-101, Protection of Minority Security Holders in SpecialTransactions. The Company is relying upon exemptions from therequirement to obtain a formal valuation and seek minority shareholderapproval for the Offering on the basis that the fair market value ofthe participation by related parties in the Offering is less than 25%of the Company’s current market capitalization.
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 of $55,085 and 144,960 broker warrantsexercisable at $0.55 for a two year term were paid on a portion of theOffering. All securities issued are restricted from trading untilJune 16, 2023.
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 use of proceeds from theOffering and other future plans and objectives of the Company areforward-looking statements. There can be no assurance that suchstatements will prove to be accurate and actual results and futureevents may vary from those anticipated in such statements. Importantrisk factors that could cause actual results to differ materially fromthe Company's plans or expectations include the inability to useproceeds from the Offering as expected and risks associated withmineral exploration, including the risk that actual results and timingof exploration and development will be different from those expectedby management. The forward-looking statements in this news releasewere developed based on the assumptions and expectations ofmanagement, including that the Company will be able to use theproceeds from the Offering as anticipated, 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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