Westhaven and Dundee Corporation Sign Definitive $85 Million Earn-In Agreement to Advance Shovelnose and the Spences Bridge Gold Belt, British Columbia
Westhaven and Dundee Corporation Sign Definitive $85 Million Earn-In
Agreement to Advance Shovelnose and the Spences Bridge Gold Belt, British
Columbia
VANCOUVER, British Columbia, Dec. 22, 2025 -- Westhaven Gold Corp. (TSX-V: WHN) (“Westhaven” or the “Company”)
and Dundee Corporation (TSX: DC.A) (“Dundee”) are pleased to announce that on December 19, 2025 the parties entered into
a definitive earn-in agreement (the “Earn-in Agreement ”) granting Dundee the sole and exclusive right to acquire up to a 60%
interest in Westhaven’s Shovelnose Gold Project, Prospect Valley Gold Project, Skoonka Gold Project and Skoonka North
Project located in the Spences Bridge Gold Belt of southern British Columbia (collectively, the “ Projects”) upon the funding by
Dundee of certain project expenditures totalling CDN$85,000,000, including a firm commitment to invest at least
CDN$30,000,000 (collectively, the “Transaction”). Dundee’s interest in the Projects, when earned, will be held through a
newly incorporated subsidiary of the Company (“ JVCo”). In addition, Dundee has also agreed to subscribe, on a private
placement basis, for 12,000,000 common shares of Westhaven at a price of CDN$0.25 per share, for aggregate gross
proceeds to Westhaven of CDN$3,000,000 (the “Financing”).
Key Highlights:
• Up to CDN$85,000,000 in staged project expenditures: Dundee can earn up to a 60% interest in the Projects by
funding up to CDN$85,000,000 in project expenditures.
• Firm Commitment of CDN$30,000,000: Dundee has committed to fund a minimum of CDN$30,000,000 in project
expenditures.
• Expected 2026 project expenditures of CDN$20,000,000 : Westhaven’s intended work program to include infill
resource and geotechnical drilling at the South Zone gold deposit, targeted exploration drilling at the Shovelnose
Property, an expanded environmental baseline program and the launch of project engineering studies in support of a Pre
-Feasibility Study.
• 2026 Shovelnose drilling permit in place : The 2026 drill plans are supported by a multi-year Notice of Work
authorization allowing 650 drill pads to be completed through to January 30, 2029.
• Concurrent CDN$3,000,000 Financing: Expected to close by December 31, 2025 and intended to ensure continuity
in planning and initiating the 2026 work program including the start of drilling in February 2026.
Ken Armstrong, CEO of Westhaven commented, “Today’s announcement of a definitive earn-in agreement with Dundee
Corporation is transformational for Westhaven, representing confidence in the potential for the Shovelnose Gold Project, and
the broader Spences Bridge Gold Belt, to evolve into a multi-deposit, multi-generational gold mining camp in a region of British
Columbia with exceptional infrastructure advantages and a long history of mining development. Dundee is a proven and highly
respected investor in the Canadian mining industry, with the financial strength and technical resources that will complement
Westhaven’s management and operational team as we move to rapidly and responsibly advance Shovelnose through to a
production decision, while also conducting meaningful exploration drilling to identify additional gold mineralization at
Shovelnose and elsewhere within Westhaven’s Spences Bridge Gold Belt properties. We have already started collaborating
with Dundee towards a 2026 program that will include both exploration and development drilling as well as work to support the
completion of a pre-feasibility study for Shovelnose.”
Jonathan Goodman, President, CEO and Director of Dundee commented, “This earn-in and joint venture agreement
represents a transformational step for both the project and Dundee. With a strong balance sheet and ample liquidity, we are
choosing to enter a partnership at this stage as a matter of strategy. This structure allows us to advance a high-quality asset
in a non-dilutive manner, share development risk appropriately, and position the project to deliver meaningful long-term value
to Dundee shareholders. Importantly, it supports our stated strategic objective by strengthening our cash flow position over
time.”
Mutual Benefits of the Transaction:
• Alignment and Incentive to Advance the Project: Dundee has a clear incentive to provide capital and enable the
advancement of the work program and unlock value for both companies.
• Earn-In Structure: The staged expenditures encourage Dundee to move quickly through milestones and provide capital
which will go directly toward resource derisking, expansion through exploration, and development while allowing
Westhaven’s shareholders to retain a meaningful interest in the Projects.
• Financial Certainty: Dundee brings strong capital markets recognition, and its recently enhanced balance sheet
provides flexibility to fund exploration and project development.
• Operational Track Record: The Westhaven and Dundee leadership and technical teams bring complementary skill
sets with extensive Canadian and international experience exploring, evaluating and developing mining projects.
• Cultural Fit: The Westhaven and Dundee teams are aligned by a technically disciplined, entrepreneurial ethos and a
shared focus on unlocking long-term value for all rights holders and stakeholders.
Commercial Terms
The Earn-in Agreement grants Dundee the right to earn up to a 60% interest in the Projects through staged project
expenditures totaling CDN$85 million. Dundee has committed to spending CDN$30 million within three years of the effective
date of the Earn-In Agreement (the “ Effective Date ”), which is the date on which all conditions precedent including the
shareholder meeting and TSXV approval (see below) are satisfied or waived. In order to complete the earn-in, Dundee must
fund CDN$15 million, CDN$20 million, and CDN$20 million of project expenditures by the fifth, sixth and seventh anniversaries
of the Effective Date, respectively, as outlined below:
• to acquire the initial 25% interest in JVCo (the “ Initial Interest ”), Dundee must fund CDN$30 million in project
expenditures no later than the third anniversary of the Effective Date. If the Earn-In Agreement is terminated prior to
Dundee earning the Initial Interest, Dundee must pay the unspent balance of this amount to Westhaven;
• to acquire an additional 12.5% interest in JVCo (an aggregate 37.5% interest), Dundee must fund an additional CDN$15
million in project expenditures no later than the fifth anniversary of the Effective Date;
• to acquire an additional 12.5% interest in JVCo (an aggregate 50% interest), Dundee must fund an additional CDN$20
million in project expenditures no later than the sixth anniversary of the Effective Date;
• to acquire the final 10% interest in JVCo (an aggregate 60% interest), Dundee must fund an additional CDN$20 million
in project expenditures no later than the seventh anniversary of the Effective Date.
Westhaven will remain the operator of the Projects until Dundee earns a 50% interest, at which point Dundee may elect to
assume operatorship and is entitled to equal representation on the Board of the JVCo.
The relationship between Westhaven and Dundee regarding JVCo will be governed by a joint venture shareholders agreement
(the “JVSA”) with respect to JVCo, which will become effective upon Dundee earning the Initial Interest and will include the
following terms:
• Board nomination rights : customary terms governing the JVCo board nomination rights of Westhaven and Dundee.
• Board composition: the initial composition of the board will be three nominees from Westhaven and two nominees
from Dundee. Upon Dundee earning a 50% interest the board will be comprised of two nominees from each party. Upon
Dundee earning a 60% interest the board will be comprised of two nominees from Westhaven and three nominees from
Dundee.
• Operatorship: Westhaven will act as the initial operator under the JVSA, and Dundee will be entitled to act as operator
after acquiring the third interest (an aggregate 50% interest) under the Earn-In Agreement.
• Funding of approved programs and dilution : upon completion of the earn-in, Dundee and Westhaven must
contribute to approved programs and budgets on a pro rata basis. Failure to contribute will result in dilution. If a party
elects to fund an approved program and budget and subsequently defaults, its interest will be diluted at a 1.5x penalty
rate.
• Reserved Matters : certain fundamental matters with respect to the JVCo require unanimous shareholder or board
approval. Once the minority shareholder’s interest in JVCo falls below 15%, unanimous board approval is not required
for any matters.
• Impasse Events: if the parties are unable to agree upon an approved program and budget following a negotiation period,
a shareholder can elect to be the sole funding party and dilute the other shareholder at a significant penalty. The non
funding shareholder can earn back in and avoid dilution by paying 150% of its proportionate interest for a pre-
construction budget or 175% of its proportionate interest of a construction budget;
• Acquisition right if interest falls to or below 5% : if a shareholder’s interest is diluted to 5% or less, the majority
shareholder will have the right to purchase the minority interest at fair market value no later than six months after the
diluting shareholders interest is diluted to 5% or less; and
• Right of first refusal: a right of first refusal, granting the non-selling shareholder the right to match a third party offer
received from the selling shareholder.
The Earn-In Agreement and JVSA include provisions for the removal of a Project by Dundee before a 50% interest is reached.
The Earn-In Agreement and JVSA are subject to an area of interest defined by the Spences Bridge Gold Belt.
The effectiveness of the Earn-In Agreement and JVSA are subject to, among other things, Westhaven obtaining (i) the
conditional approval of the TSX Venture Exchange (the “TSX-V”) in connection with the Transaction, (ii) shareholder approval in
accordance with the TSX-V policies, and (iii) receipt of necessary third-party consents regarding existing royalties.
Shareholder approval is required for both the Earn-In Agreement and the JVSA because the transaction represents more than
50% of the issuer's business, asset or undertaking. It is anticipated that a special meeting of Westhaven’s shareholders to
consider and approve the Transaction will be held in early February 2026. Officers, directors and certain shareholders of
Westhaven beneficially owning or controlling an aggregate of 41,383,294 common shares of Westhaven, representing
approximately 16.87% of the issued and outstanding common shares of Westhaven, have entered into voting and support
agreements with Dundee, each agreeing to vote in favour of the Transaction at the Special Meeting.
Westhaven and Dundee are arm’s length parties. No finder's fees or advisory fees are payable by Westhaven in connection
with the Transaction.
Private Placement Financing
In addition to the Transaction, Dundee has agreed to subscribe, on a private placement basis, for 12,000,000 common shares
of Westhaven at a price of CDN$0.25 per share, for aggregate gross proceeds to Westhaven of CDN$3,000,000. Westhaven
intends to use up to CDN$2 million of the net proceeds from the Financing for exploration activities, the majority of which will
fund drilling, CDN$500,000 to maintain the properties in good standing as needed and the remaining proceeds for general
working capital.
The Financing is expected to close on or around December 31, 2025, and is subject to certain conditions including, but not
limited to, receipt of all necessary approvals including the approval of the TSX Venture Exchange. The common shares
issuable in connection with the Financing will be subject to applicable resale restrictions in accordance with Canadian
securities legislation and the policies of the TSX Venture Exchange.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United
States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended
(the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to or for the
account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from such registration is available.
About Shovelnose and the Spences Bridge Gold Belt
The Projects consist of approximately 61,512 hectares (~615 square kilometres) of mineral claims in four gold properties
within the Spences Bridge Gold Belt in southern British Columbia.
The properties benefit from existing transportation and power infrastructure in a region of British Columbia with a long mining
history including several currently producing mines. Exploration and evaluation work completed by Westhaven has focused on
the discovery and development of low sulphidation, high-grade, epithermal style gold mineralization over a 100km strike extent
of the Cretaceous aged volcanic rocks of the Spences Bridge Group.
The ~41,634-hectare Shovelnose Gold project is the most advanced of the Projects, with roughly CDN$55 million of drilling and
related exploration investment to date. Westhaven recently reported an updated March 2025 Preliminary Economic
Assessment (“PEA”) that validates the potential viability of Shovelnose as a robust, low cost and high margin 11-year
underground gold mining opportunity with average annual life-of-mine gold production of 56,000 ounces and having a CDN$454
million after-tax NPV 6% and 43.2% IRR (base case parameters of US$2,400 per ounce gold, US$28 per ounce silver and
CDN$/US$ exchange rate of CDN$1.00=US$0.72). Initial capital costs are projected to be CDN$184 million with a payback of
2.1 years. The PEA is based on updated mineral resources that include contributions from the South Zone, FMN and Franz
gold deposits. Please see Westhaven’s news release entitled “Westhaven Announces Updated Preliminary Economic
Assessment for the Shovelnose Gold Project, British Columbia” and dated March 3rd, 2025 ( linked here) and the technical
report, authored by P&E Mining Consultants, Inc. supporting this disclosure and filed under the Company’s profile on Sedar+
(linked here) for details of the updated PEA. Shovelnose is located just 30 kilometres south of Merritt, is crossed by the four-
lane divided Coquihalla Highway (BC Highway 5) and hosts an extensive (>900km) network of forest service roads and multiple
infrastructure rights of way (power, natural gas, oil, fibre optics). The PEA is preliminary in nature and includes Inferred Mineral
Resources that are considered too speculative geologically to have the economic considerations applied to them that would
enable them to be classified as Mineral Reserves, and there is no certainty that the PEA will be realized. Mineral Resources
are not Mineral Reserves and do not have demonstrated economic viability.
About Dundee Corporation
Dundee Corporation is a public Canadian independent mining-focused holding company, listed on the Toronto Stock Exchange
under the symbol “DC.A”. The Corporation is primarily engaged in investing in mineral resource assets. The Corporation
operates with the objective of unlocking value through strategic investments in mining projects globally. Our team conducts
due diligence in order to assess the geological, technical, environmental, and financial merits and risks of each project and
looks to deploy capital where it can either seek to generate investment returns or where the Corporation can collaborate with
operating partners and take strategic partnerships through direct interests in mining operations.
About Westhaven Gold Corp.
Westhaven is a gold-focused exploration and development company targeting low sulphidation, high-grade, epithermal style
gold mineralization within the Spences Bridge Gold Belt in southern British Columbia. Westhaven controls ~61,512 hectares
(~615 square kilometres) within four gold properties spread along this underexplored belt.
The Shovelnose Gold project is the most advanced property, with a recently updated 2025 Preliminary Economic Assessment
that validates the Project’s potential as a robust, low cost and high margin 11-year underground gold mining opportunity with
average annual life-of-mine gold production of 56,000 ounces and having a CDN$454 million after-tax NPV 6% and 43.2% IRR
(base case parameters of US$2,400 per ounce gold, US$28 per ounce silver and CDN$/US$ exchange rate of
CDN$1.00=US$0.72).
Qualified Person
Robin Hopkins P.Geol (NT/NU), Vice-President Exploration of Westhaven is a “Qualified Person” as defined by NI 43-101 -
Standards of Disclosure for Mineral Projects who has reviewed and approved of the scientific and technical disclosure
contained in this news release.
ON BEHALF OF THE BOARD OF DIRECTORS
WESTHAVEN GOLD CORP.
“Ken Armstrong”
Ken Armstrong, President and CEO, is responsible for this news release and can be reached at 604-681-5558. Westhaven
trades on the TSX Venture Exchange under the ticker symbol WHN.
For further information, please contact:
Kaeli Gattens
Vice President Communications
Email: [email protected]
Phone: 604-681-5558
Website: www.westhavengold.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of applicable securities legislation. These forward-
looking statements are made as of the date of this news release and Westhaven does not intend, and does not assume any
obligation, to update these forward-looking statements, except as required by law.
Forward-looking statements in this news release may include, but are not limited to, statements about strategic plans, the
implementation of the terms of the Transaction and the Financing; the strengths, characteristics and potential of the
Transaction; the interest Dundee will acquire in JVCo and the Projects, the governance and funding of the Projects; the
Company’s plans for, and the future prospects of, the Projects; the results of the Preliminary Economic Assessment; the
Mineral Resource Estimate; future planned activities; future mineral production and future growth potential for the Company
and its projects; and statements with respect to potential styles of epithermal mineralization at the Shovelnose Project.
In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not
expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would",
"might" or "will be taken", "occur" or "be achieved".
Forward-looking statements are based on the opinions and estimates of management as of the date such statements are
made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to
be materially different from those expressed or implied by such forward-looking statements or forward-looking information.
Assumptions have been made regarding, among other things, the receipt of shareholder and TSX-V approvals for the
Transaction and the satisfaction of other conditions to the effectiveness of the Earn-In Agreement; Dundee’s funding of
project expenditures to complete the earn-in; the Company’s 2026 drill plans; the price of gold and other precious metals;
costs of exploration and development; the estimated costs of development of exploration projects; the Company’s ability to
operate in a safe and effective manner and its ability to obtain financing on reasonable terms. Although management of
Westhaven Gold Corp. have attempted to identify important factors that could cause actual results to differ materially from
those contained in forward-looking statements or forward-looking information, there may be other factors that cause results
not to be as anticipated, estimated or intended. Many factors, both known and unknown, could cause actual results,
performance, or achievements to be materially different from the results, performance or achievements that are or may be
expressed or implied by such forward-looking statements or forward-looking information. Such factors include, without
limitation: the Company's dependence on one group of mineral projects; precious metals price volatility; regulatory, consent or
permitting delays; risks relating to reliance on the Company's management team and outside contractors; risks regarding
mineral resources and reserves; the Company's inability to obtain insurance to cover all risks, on a commercially reasonable
basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating
to project financing and equity issuances; risks and unknowns inherent in all mining projects, including the inaccuracy of
reserves and resources, metallurgical recoveries and capital and operating costs of such projects; laws and regulations
governing the environment, health and safety; operating or technical difficulties in connection with mining or development
activities; employee relations, labour unrest or unavailability; the Company's interactions with surrounding communities; the
speculative nature of exploration and development, including the risks of diminishing quantities or grades of reserves; stock
market volatility; conflicts of interest among certain directors and officers; and the factors identified under the caption “Risk
Factors” in the Company’s management discussion and analysis. Mineral exploration involves a high degree of risk and few
properties, which are explored, are ultimately developed into producing mines.
There can be no assurance that such forward-looking statements or information will prove to be accurate, as actual results
and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place
undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-
looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable
securities laws.