Westhaven Gold Corp. and Dundee Corporation announced the effectiveness of the definitive 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 totaling CAD 85,000,000, as previously announced on December 22, 2025. Westhaven received shareholder approval of the transactions contemplated in the Earn-In Agreement on February 17, 2026, and has satisfied the other conditions to effectiveness of the Earn-In Agreement.
Westhaven and Dundee are now in the first phase of the Earn-In Agreement, whereby Dundee has committed to invest at least CAD 30,000,000 in project expenditures by no later than February 20, 2029 (being the third anniversary of the effective date of the Earn-In Agreement) in order to earn an initial 25% interest in the Projects (the "Initial Interest"). Commercial Terms: Dundee's interest in the Projects, when earned, will be held through a newly incorporated subsidiary of the Company ("JVCo"). The Company shall form JVCo in accordance with the laws of the Province of British Columbia by no later than June 20, 2026.
The relationship between Westhaven and Dundee regarding JVCo will be governed by the joint venture shareholders agreement (the "JVSA"), which will become effective upon Dundee earning the Initial Interest, and includes the following terms: JVCo Board Composition: the initial composition of the board will be three nominees from Westhaven and two nominees from Dundee. Reserved Matters: certain fundamental matters with respect to the JVCo require unanimous shareholder or board approval. In order to complete the earn-in, upon acquiring the Initial Interest Dundee must fund additional project expenditures as outlined below: 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 of The Earn-In Agreement; to acquire an additional 12.
5% interest in JV Co (an aggregate 50% interest), Dundee must Fund an additional CDN 20 million in project expenditures no later more than the sixth anniversary of the effective date of the Earn-In Agreement; and to acquire the final 10% interest in JVCo. (an aggregate 60% interest), Dundee can fund an additional CAD 20 million in project expenditures no further than the seventh anniversary of the effective date Of the Earn-In Agreement; The Corporation operates with the objective of unlocking value through strategic investments in mining projects globally. 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 production of 56,000 ounces gold and 313,000 ounces silver with a CDN454 million after-tax net present value (at a 6% discount rate) and 43.2% IRR (base case parameters of USD 2,400 per ounce gold, USD 28 per ounce silver and CDN/US$ exchange rate of CAD 1.00= USD 0.72).
