Headwater Gold and OceanaGold Sign Definitive Agreement to Explore Three Projects in Nevada

Core Viewpoint - Headwater Gold Inc. has entered into a definitive agreement with OceanaGold Corporation for OceanaGold to acquire an option to earn up to a 75% interest in Headwater's TJ, Jake Creek, and Hot Creek projects in Nevada through staged exploration expenditures totaling up to US$65 million and the completion of Pre-Feasibility Studies [1][3]. Group 1: Agreement Details - OceanaGold will fund a minimum commitment of US$2.5 million in exploration expenditures across the three projects within the first two years of the agreement [6]. - The earn-in structure consists of three stages, with OceanaGold potentially earning a 51% interest in each project after funding US$10 million for TJ and Jake Creek, and US$5 million for Hot Creek within four years [8]. - By completing a Pre-Feasibility Study (PFS) on each project, OceanaGold can earn an additional 10% interest, bringing the total to 75% [10]. Group 2: Project Specifics - The TJ project is located in northeastern Nevada and is interpreted to represent a robust, fully preserved epithermal system with multiple high-quality targets identified [3][11]. - The Jake Creek project consists of 189 unpatented lode mining claims and has historical drilling results indicating widespread epithermal mineralization [14]. - The Hot Creek project is royalty-free and has historical shallow drilling results showing grades up to 1.04 g/t Au over 12.2 m [15]. Group 3: Financial Aspects - OceanaGold made a non-refundable payment of US$250,000 to Headwater for pre-drilling expenses as part of the letter of intent [5]. - Upon execution of the agreement, OceanaGold paid US$100,000 to Headwater, with an additional US$100,000 to be paid on the first anniversary if the agreement continues [6]. - Headwater will receive a 10% management fee as the initial operator of the projects [6].