Headwater Gold and Centerra Gold Sign US $25 Million Earn-In Agreement to Explore the Crane Creek Gold Project in Idaho
(TheNewswire)
Vancouver, BritishColumbia – TheNewswire - December 3, 2025: Headwater Gold Inc. (CSE: HWG, OTCQB: HWAUF) (the"Company" or "Headwater") is pleased to announcethat it has entered into a definitive earn-in agreement (the“Agreement”) with a subsidiary of Centerra Gold Inc.(“Centerra”) (TSX: CG) for Centerra to earn up to a 70% interestin Headwater’s Crane Creek project in Idaho (the “Project”)through staged exploration expenditures totalling up to US$25,000,000and the completion of a preliminary economic assessment (“PEA”)report.
Highlights:
Headwater has entered into adefinitive earn-in agreement with Centerra for asubsidiary of Centerra to earn up to a 70% interest in Headwater’sCrane Creek project in Idaho;
Up to US$25,000,000 instaged earn-in expenditures: Centerra may elect to earn up to a 60% interest in the Project byfunding exploration expenditures of US$25,000,000 and grantingHeadwater a royalty on the Project;
US$2,500,000expenditure commitment : Centerra to fund a minimumcommitment of US$2,500,000 in exploration expenditures during thefirst three years of the Agreement;
Carried interest tocompletion of a PEA: Centerra may earn an additional10% interest (up to 70%) in the Project by completing a preliminaryeconomic assessment report on the Project; and
The Project is fullypermitted for drilling under a Notice of Intent withthe Bureau of Land Management (“BLM”) and a Plan of Operation with the IdahoDepartment of Lands.
Caleb Stroup, Headwater’s President and CEO, states: “Since becoming astrategic Headwater shareholder last year, Centerra has been anengaged and supportive partner. We are very excited to expand thatrelationship into a fully aligned exploration partnership on theproject level at Crane Creek. Centerra’s commitment to a substantialmulti-stage earn-in underscores the scale of the opportunity at thisproject and allows us to properly test what we believe is a large,underexplored epithermal system with high-grade potential at depth aswell as near surface bulk-tonnage potential. Centerra brings strongtechnical expertise and a collaborative approach and we look forwardto working with them to unlock the full potential of the project forour shareholders .”
Table 1: PrincipalStructure of the Earn-In Agreement:
Stage | Expenditures (US$) | Centerra Interest (%) | Time for Each Stage |
Minimum Commitment | $2,500,000 | 0% | 3 Years |
Stage 1 | $10,000,000 1 | 51% 2 | 4 Years from Execution Date |
Stage 2 | +$15,000,000 +1% to 2%NSR 3 to HWG | 60% | 4 Years from commencement of Stage 2 |
Stage 3 | Completion of Preliminary Economic Assessment Report 4 | 70% | 2 years from commencement of Stage 3 |
Stage 1 is inclusive of the Minimum Commitment ofUS$2,500,000.
If Centerra completes Stage 1 but not Stage 2, itsownership interest in the Project is reduced to 49%, which Headwaterretains the right to purchase at a mutually agreed price or, if aprice cannot be mutually agreed within a specified period, for fairvalue that will be determined based on an agreed-upon process (“FairValue”).
Upon completion of Stage 2, Headwater will be ceded a2% Net Smelter Return (“NSR”) royalty on royalty-free claims whichare 100%-owned by Headwater and a 1% NSR royalty on land subject toexisting underlying royalties.
In order to acquire the additional 10% interest in theProject, Centerra shall be required to sole fund the completion of aPreliminary Economic Assessment Report reflecting a mineral resourceof not less than 1,000,000 oz gold equivalent.
Commercial Terms:
The Agreement grants Centerra the exclusive right toacquire up to a 70% interest in the Project, subject to the termsthereof, by making an initial cash payment of US$87,000 to Headwaterupon execution of the Agreement and subsequent annual cash payments ofUS$50,000 thereafter starting on the first anniversary of theAgreement. These payments are considered exploration expenditures forthe purposes of the earn-in structure outlined below.
Earn-in Structure:
Stage 1: Centerra has the option to acquire a 51% interest in the Project bysole funding exploration expenditures of US$10,000,000 within fouryears of the Execution Date. Stage 1 includes a firm commitment tofund a minimum of US$2,500,000 in exploration within the first threeyears. Centerra will be the initial operator of the Project.
Stage 2: Centerra may elect to earn an additional 9% interest (to 60%) in theProject by solely funding additional expenditures of US$15,000,000within four years following the completion of Stage 1. Headwater willbe ceded a 2% NSR royalty on royalty-free claims which are 100% ownedby Headwater and a 1% NSR royalty on land subject to existingunderlying royalties.
Stage 3: Centerra may earn an additional 10% interest (to 70%) in the Projectby completing a Preliminary Economic Assessment Report for theProject, which is required to include a minimum 1 million ounce goldor gold-equivalent resource, within two years following completion of Stage 2. Centerra can extend the Stage 3earn-in period by making annual payments to Headwater or makingincremental exploration expenditures.
Figure 2: Location of the CraneCreek project in western Idaho with respect to the Crane Creek Graben,a major extensional fault system which hosts the Nutmeg Mountainepithermal gold deposit and lies approximately 40 km south of therecently discovered copper porphyry belt centered on the Herculesproject.
About the Crane CreekProject:
The Crane Creek project is located in western Idaho, approximately18 km northeast of the town of Weiser and 90 km northwest of the cityof Boise, with a paved county road less than 1 km from the southernproperty boundary. The project is fully permitted for drilling under aNotice of Intent with the BLM and a Plan of Operation with the IdahoDepartment of Lands. The project encompasses an array of mineralizedepithermal quartz veins within a broad gold and trace elementgeochemical anomaly and features characteristics of a well-preservedlow-sulfidation system, including historical mercuryworkings, widespread opaline silica, and chalcedonic vein fill. Thisalteration cell is located 8 km along trend northwest of the NutmegMountain gold project (1,006,000 oz gold Indicated, 275,000 oz goldInferred 1 ). The Crane Creek project comprisesapproximately 1,240 hectares, consisting of 123 unpatented federalmining claims on BLM land, a 640-acre State of Idaho minerals leaseand a private lease.
Historic drilling took place on the property between 1984 and 1996,consisting of mainly shallow reverse-circulation holes with an averagedepth of 71 m. Only three holes were drilled to greater than 150 min depth 1 . Historic drilling primarily targetedbulk-tonnage disseminated mineralization in a package of near-surfacesedimentary rocks, with most holes terminated shortly afterintercepting an underlying basalt unit. A significant number of holesencountered mineralized quartz veins ranging from 2.0 g/t Au up to8.14 g/t Au 2 that were apparently never followed up,within broader intervals of disseminated low-grade mineralization. The potential for basalt-hosted high-grade veins at depths of 100 mor more below the paleosurface, such as those occurring at the Midasmine in northern Nevada (Hecla Mining Company) and the Cerro Negromine (Newmont Corporation) in Argentina, remains untested at theproject.
Headwater recently completed a suite of airbornemagnetic and radiometric surveys and a ground gravity survey acrossthe property, which collectively delineate a large, structurallyfocused hydrothermal system extending well beyond the area ofhistorical work. The radiometric data define a 4 km by 2 km potassiumanomaly interpreted as illite–adularia alteration, while themagnetic and gravity datasets highlight a series of untestedNNW-trending structural breaks and magnetite-destructive lowsconsistent with prospective fault-hosted vein zones. Integration ofthese datasets with surface mapping and historical results has definedmultiple high-priority targets for both high-grade vein mineralizationat depth and near-surface bulk-tonnage potential.
Under the earn-in agreement announced here, Headwater and Centerrawill now work jointly to finalize an integrated exploration plan thatincorporates the recently completed geophysical datasets, historicalresults and updated geological interpretation. The partners intend toprioritize and refine specific drill targets across the main veincorridor and newly generated structural and alteration targets, withthe objective of initiating Phase 1 drilling as early as the spring of2026.
About CenterraGold:
Centerra Gold Inc. is a Canadian-based gold mining company focusedon operating, developing, exploring and acquiring gold and copperproperties in North America, Türkiye, and other markets worldwide.Centerra operates two mines: the Mount Milligan Mine in BritishColumbia, Canada, and the Öksüt Mine in Türkiye. Centerra also ownsthe Kemess Project in British Columbia, Canada, the Goldfield Projectin Nevada, United States, and owns and operates the MolybdenumBusiness Unit in the United States and Canada. Centerra’s sharestrade on the Toronto Stock Exchange under the symbol CG and on the NewYork Stock Exchange under the symbol CGAU. Centerra is based inToronto, Ontario, Canada. Centerra holds a 9.9% equity interest inHeadwater Gold Inc.
About HeadwaterGold:
Headwater Gold Inc. (CSE: HWG, OTCQB: HWAUF) is atechnically-driven mineral exploration company focused on exploringfor and discovering high-grade precious metal deposits in the WesternUSA. Headwater is actively exploring one of the world’s mostwell-endowed, mining-friendly jurisdictions, with a goal of makingworld-class precious metal discoveries. The Company has a large portfolio of epithermal vein explorationprojects and a technical team with diverse experience in capitalmarkets and major mining companies. Headwater is systematicallydrill-testing several projects in Nevada and has strategic earn-inagreements with Newmont Corporation on its Spring Peak and Lodestarprojects and OceanaGold Corporation on its TJ, Jake Creek and HotCreek projects. In August 2022 and September 2024, Newmont andCenterra acquired strategic equity interests in the Company, furtherstrengthening Headwater’s exploration capabilities.
Headwater is part of the NewQuest Capital Group whichis a discovery-driven investment enterprise that builds value throughthe incubation and financing of mineral projects and companies. Further information about NewQuest can be found on its website at www.nqcapitalgroup.com .
For more information about Headwater, please visit theCompany's website 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
bzerb@headwatergold.com
Qualified Person
The technical information contained in this newsrelease has been reviewed and approved by Dr. Gregory Dering, P.Geo(AIPG CPG-12298), a “Qualified Person” (“QP”) as defined inNational Instrument 43-101 – Standards of Disclosure for MineralProjects. Dr. Dering is not independent by reason of being theCompany’s Vice President of Exploration.
1 NevgoldCorp. 2023 Almaden NI43-101 Technical Report (https://www.sedarplus.ca )
2 Historicaldrill intercepts and surface samples cannot be relied upon and aretreated by the Company as historical in nature and not current or NI43-101 compliant.
Forward-LookingStatements:
This news release includes certainforward-looking statements and forward-looking information(collectively, "forward-looking statements") within themeaning of applicable Canadian securities legislation. All statements,other than statements of historical fact, included herein including,without limitation, statements regarding future explorationexpenditures by Centerra, anticipated content, commencement, and costof exploration programs in respect of the Company's projects andmineral properties, and Centerra’s anticipated funding of theminimum commitment are forward-looking statements. Although theCompany believes that such statements are reasonable, it can give noassurance that such expectations will prove to be correct. Often, butnot always, forward looking information can be identified by wordssuch as "pro forma", "plans", "expects","may", "should", "budget", "scheduled","estimates", "forecasts", "intends","anticipates", "believes", "potential"or variations of such words including negative variations thereof, andphrases 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 fromany future results, performance or achievements expressed or impliedby the forward-looking statements. Such risks and other factorsinclude, among others, risks related to the anticipated business plansand timing of future activities of the Company and Centerra, includingthe Company's and Centerra’s exploration plans and the proposedexpenditures for exploration work on the Project, the ability ofCenterra to obtain sufficient financing to fund the proposedexploration programs, delays in obtaining governmental and regulatoryapprovals (including of the Canadian Securities Exchange) for theAgreement, the risk that Centerra will not elect to obtain anyadditional interest in the Project in excess of the minimumcommitment, 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, aswell as those factors discussed in the Company's filings with theCanadian Securities Authorities, copies of which can be found underthe Company's profile on the SEDAR+ website at www.sedarplus.ca .
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.
Copyright (c) 2025 TheNewswire - All rights reserved.
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