Westhaven Gold and Dundee Corporation Announce Closing of Strategic $85M Earn-In Agreement to Advance Shovelnose and the Spences Bridge Gold Belt, British Columbia

Executive Summary

• Westhaven Gold and Dundee Corporation announced the effectiveness of a definitive earn‑in agreement granting Dundee the right to acquire up to a 60% interest in four BC gold projects upon funding CDN $85 million.
• Dundee has committed to invest at least CDN $30 million by February 20 2029 to obtain an initial 25% interest, including CDN $20 million for 50,000 m of resource and exploration drilling in 2026.
• The agreement outlines a phased funding schedule, board composition, reserved matters, management fees (up to 3% of expenditures), and the creation of a new joint‑venture subsidiary (JVCo) by June 20 2026.

Key Details

• Projects Covered: Shovelnose Gold Project, Prospect Valley Gold Project, Skoonka Gold Project, Skoonka North Project – all located in the Spences Bridge Gold Belt, BC.
• Total Funding Commitment: CDN $85 million from Dundee to earn up to 60% ownership.
• Phase‑1 Commitment: CDN $30 million by Feb 20 2029 (includes CDN $20 million for 50,000 m drilling in 2026) → initial 25% interest.
• Subsequent Funding Milestones:
• Additional CDN $15 million by the 5‑year anniversary → total 37.5% interest.
• Additional CDN $20 million by the 6‑year anniversary → total 50% interest.
• Additional CDN $20 million by the 7‑year anniversary → final 60% interest.
• JVCo Formation: New BC‑incorporated subsidiary to hold Dundee’s earned interests; formation deadline June 20 2026.
• Board Composition of JVCo:
• Initially: 3 Westhaven nominees, 2 Dundee nominees.
• At 50% ownership: 2 nominees each.
• At 60% ownership: 2 Westhaven nominees, 3 Dundee nominees.
• Reserved Matters: Certain fundamental decisions require unanimous shareholder or board approval.
• Operator Rights & Fees: Westhaven remains operator until Dundee reaches 50% interest; thereafter Dundee may elect to assume operatorship. Operator fees up to 3% of project expenditures.
• Project Area: Approximately 615 km² of mineral claims along a 100 km northwest‑trending belt of intermediate to felsic volcanic rocks, prospective for epithermal gold‑silver mineralization.
• Financial Context: The earn‑in follows shareholder approval on Feb 17 2026 and builds on prior announcement (Dec 22 2025) and an information circular filed Jan 9 2026.

Notable Quotes

“We are delighted to officially close this strategic transaction, securing Dundee’s participation in one of Canada’s most compelling exploration and development opportunities,” – Jonathan Goodman, President & CEO, Dundee Corporation.

“We are pleased to officially welcome Dundee as our strategic partner… The CDN $30 million first‑phase funding will include 50,000 m of resource and exploration drilling in 2026,” – Ken Armstrong, President & CEO, Westhaven Gold Corp.