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 ...
