Westhaven closes sale of 60% earn-in to Dundee

Executive Summary

• Westhaven Gold Corp. and Dundee Corp. have announced the closing of a strategic earn-in agreement, granting Dundee the right to acquire up to a 60% interest in Westhaven’s Shovelnose, Prospect Valley, Skoonka, and Skoonka North projects in the Spences Bridge gold belt, British Columbia.
• The transaction is valued at $85 million in total project expenditures, with Dundee committing to invest at least $30 million in the first phase by February 20, 2029, to earn an initial 25% interest.
• The agreement includes a structured earn-in schedule allowing Dundee to increase its stake to 60% through additional capital injections of $15 million, $20 million, and $20 million over the next seven years, subject to specific milestones and board composition changes.

Key Details

• Transaction Structure: Dundee Corp. earns up to a 60% interest in Westhaven’s projects via an earn-in agreement. The interest is held through a newly incorporated subsidiary (JVCo) to be formed by June 20, 2026.
• Total Value: $85 million in total project expenditures committed by Dundee.
• Phase 1 (Initial Interest):
  • Dundee must invest at least $30 million by February 20, 2029 (3rd anniversary of effective date).
  • Earns an initial 25% interest in JVCo.
  • Includes 50,000 meters of resource and exploration drilling in 2026 ($20 million of the $30 million).
• Phase 2 (Additional 12.5% Interest):
  • Dundee must finance an additional $15 million.
  • Deadline: 5th anniversary of the effective date.
  • Result: Aggregate 37.5% interest.
• Phase 3 (Additional 12.5% Interest):
  • Dundee must finance an additional $20 million.
  • Deadline: 6th anniversary of the effective date.
  • Result: Aggregate 50% interest.
• Phase 4 (Final 10% Interest):
  • Dundee must finance an additional $20 million.
  • Deadline: 7th anniversary of the effective date.
  • Result: Aggregate 60% interest.
• Governance and Operatorship:
  • Board Composition: Initially 3 Westhaven nominees and 2 Dundee nominees. Shifts to 2/2 at 50% interest, and 2 Westhaven/3 Dundee at 60% interest.
  • Reserved Matters: Fundamental matters require unanimous shareholder or board approval.
  • Operatorship: Westhaven remains operator until Dundee earns 50% interest. Dundee may elect to assume operatorship thereafter.
  • Management Fees: The operator earns management fees up to 3% of project expenditures.
• Project Assets:
  • Shovelnose, Prospect Valley, Skoonka, and Skoonka North projects.
  • Located in the Spences Bridge gold belt (SBGB), Southern British Columbia.
  • Westhaven controls ~615 square kilometers (60,263 hectares) of mineral claims.
• Shovelnose Project PEA (2025):
  • 11-year underground mine life.
  • Average annual production: 56,000 oz gold, 313,000 oz silver.
  • NPV (6% discount rate): $454 million.
  • IRR: 43.2%.
  • Base case assumptions: $2,400/oz Au, $28/oz Ag, CAD/USD rate of 0.72.

Notable Quotes

• Jonathan Goodman, President and CEO of Dundee: "We are delighted to officially close this strategic transaction, securing Dundee's participation in one of Canada's most compelling exploration and development opportunities... This partnership marks an important milestone for our growth strategy, bringing together Dundee's financial strength and project expertise with Westhaven Gold's exceptional assets and team."
• Ken Armstrong, President and CEO of Westhaven: "We are pleased to officially welcome Dundee as our strategic partner in a transaction that marks a pivotal moment for Westhaven. With Dundee funding up to $85-million, we are entering a period of accelerated exploration and development at Shovelnose... Together, we are well positioned to advance the development potential of Shovelnose and unlock exploration upside across the district-scale Spences Bridge gold belt in Southern British Columbia."