Westhaven Gold Corp. and Dundee Corporation Enter into Definitive Earn-In Agreement Ranting Dundee Sole and Exclusive Right to Acquire Up to 60% Interest in Westhaven's Shovelnose Gold Project, Prospect Valley Gold Project, Skoonka Gold Project and Skoonka North Project Located in Spences Bridge Gold Belt of Southern British Columbia

Westhaven Gold Corp. and Dundee Corporation announced 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 CAD 85,000,000, including a firm commitment to invest at least CAD 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 CAD 0.25 per share, for aggregate gross proceeds to Westhaven of CAD 3,000,000 (the "Financing"). 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 longterm 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 CAD 85 million. Dundee has committed to spending CAD 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 CAD 15 million, CAD 20 million, and CAD 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 CAD 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 CAD 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 CAD 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 CAD 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.