Westhaven and Dundee Corporation Sign Definitive $85 Million Earn-In Agreement to Advance Shovelnose and the Spences Bridge Gold Belt, British Columbia

Executive Summary

• Westhaven Gold Corp. entered a definitive earn‑in agreement with Dundee Corporation granting Dundee the right to acquire up to 60% of four gold projects in British Columbia by funding up to C$85 million, including a firm commitment of C$30 million.
• Concurrently, Dundee will subscribe for 12 million Westhaven common shares at C$0.25 per share, providing gross proceeds of C$3 million (net use: ~C$2 M for exploration drilling, C$0.5 M for property maintenance, remainder working capital).
• The transaction is subject to TSX‑V shareholder approval and other consents; a special shareholders’ meeting is expected in early February 2026.

Key Details

• Earn‑in Structure – Dundee can earn up to 60% interest by funding staged expenditures: C$30 M (by year 3) for an initial 25% stake, then additional C$15 M (year 5), C$20 M (year 6), and C$20 M (year 7).
• Funding Commitment – Minimum C$30 M commitment within three years; total potential spend of C$85 M on project development.
• Project Scope – Shovelnose, Prospect Valley, Skoonka, and Skoonka North projects in the Spences Bridge Gold Belt (≈61,512 ha).
• 2026 Work Program – Planned infill resource & geotechnical drilling at South Zone, exploration drilling at Shovelnose, expanded environmental baseline work, and engineering studies for a pre‑feasibility study. Expected 2026 project expenditures of C$20 M.
• Drilling Permit – Multi‑year Notice of Work authorizing up to 650 drill pads through Jan 30 2029.
• Private Placement Financing – 12 M shares @ C$0.25 → C$3 M gross proceeds; closing targeted by Dec 31 2025. Use of net proceeds: ~C$2 M for drilling, C$0.5 M for property maintenance, remainder general working capital.
• Governance – Westhaven remains operator until Dundee reaches 50% interest; board composition of JVCo initially 3 Westhaven / 2 Dundee nominees, adjusting as earn‑in milestones are met.
• Shareholder Approval – Required because the transaction exceeds 50% of Westhaven’s assets; voting/support agreements in place covering ~16.9% of shares.
• Conditions Precedent – TSX‑V conditional approval, shareholder meeting approval, third‑party consents (royalties).

Notable Quotes

• Ken Armstrong, CEO, Westhaven: “This earn‑in agreement is transformational… it will allow us to rapidly and responsibly advance Shovelnose toward a production decision while expanding exploration across the belt.”
• Jonathan Goodman, President/CEO, Dundee: “The structure provides non‑dilutive capital, aligns incentives, and positions the project for long‑term value creation for our shareholders.”