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 contingent on Dundee financing $85 million in total project expenditures over seven years, with an initial $30 million commitment required by February 20, 29, to earn a 25% interest.
• The agreement includes specific milestones for increasing Dundee’s stake to 37.5%, 50%, and finally 60%, alongside defined board composition rules and operatorship transitions.

Key Details

• Transaction Structure: Dundee Corp. earns up to a 60% interest in Westhaven’s four projects (Shovelnose, Prospect Valley, Skoonka, Skoonka North) through a series of financed expenditures.
• Total Investment: Dundee commits to a total of $85 million in project expenditures.
• Phase 1 (Initial Earn-in):
  • Dundee must invest at least $30 million by February 20, 2029 (third anniversary of effective date).
  • This earns Dundee an initial 25% interest.
  • Includes 50,000 meters of resource and exploration drilling in 2026 ($20 million of the $30 million).
• Phase 2 (Additional Earn-ins):
  • 37.5% Interest: Dundee must finance an additional $15 million by the fifth anniversary of the effective date.
  • 50% Interest: Dundee must finance an additional $20 million by the sixth anniversary of the effective date.
  • 60% Interest: Dundee must finance an additional $20 million by the seventh anniversary of the effective date.
• Joint Venture Company (JVCo):
  • Dundee will form JVCo in British Columbia by June 20, 2026.
  • Board Composition:
    • Initial (25% interest): 3 Westhaven nominees, 2 Dundee nominees.
    • At 50% interest: 2 nominees from each party.
    • At 60% interest: 2 Westhaven nominees, 3 Dundee nominees.
  • Reserved Matters: Fundamental matters require unanimous shareholder or board approval.
• Operatorship: Westhaven remains the operator until Dundee earns a 50% interest, at which point Dundee may elect to assume operatorship. The operator earns management fees up to 3% of project expenditures.
• Project Assets:
  • Located in the Spences Bridge gold belt (SBGB), Southern British Columbia.
  • Covers approximately 615 square kilometers (60,263 hectares) of mineral claims.
  • Targeting low sulphidation, high-grade, epithermal-style gold and silver mineralization.
• Shovelnose Project PEA (2025):
  • 11-year underground mining opportunity.
  • Average annual production: 56,000 oz gold, 313,000 oz silver.
  • After-tax NPV (6% discount rate): $454 million.
  • IRR: 43.2%.
  • Base case assumptions: $2,400/oz Au, $28/oz Ag, CAD/USD exchange 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."