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

Article content

VANCOUVER, British Columbia, Feb. 23, 2026 (GLOBE NEWSWIRE) — Westhaven Gold Corp.
(TSX–V: WHN) (OTCQB: WTHVF) (“Westhaven” or the “Company”) and Dundee Corporation (TSX: DC.A) (“Dundee”) are pleased to announce the effectiveness of the 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, as previously announced on December 22, 2025 (linked here). 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.

Article content

Article content

Westhaven and Dundee are now in the first phase of the Earn-In Agreement, whereby Dundee has committed to invest at least CDN$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”).

Article content

Article content

Article content

“We are delighted to officially close this strategic transaction, securing Dundee’s participation in one of Canada’s most compelling exploration and development opportunities,” said Jonathan Goodman, President and Chief Executive Officer of Dundee Corporation. “This partnership marks an important milestone for our growth strategy, bringing together Dundee’s financial strength and project expertise with Westhaven Gold’s exceptional assets and team. With committed capital and strong alignment between our teams, we look forward to advancing Shovelnose in a disciplined manner with a clear focus on progress and execution.”

Article content

Ken Armstrong, President and Chief Executive Officer of Westhaven commented, “We are pleased to officially welcome Dundee as our strategic partner in a transaction that marks a pivotal moment for Westhaven. With Dundee funding up to CDN$85,000,000, we are entering a period of accelerated exploration and development at Shovelnose. The CDN$30,000,000 in committed first phase funding will include 50,000m (CDN$20,000,000) of resource and exploration drilling in 2026. Dundee brings proven financial capacity and project execution capability, while Westhaven contributes deep operational strength and technical knowledge of the region and its potential to host additional epithermal style gold and silver deposits. Together, we are well positioned to advance the development potential of Shovelnose and unlock exploration upside across the district-scale Spences Bridge Gold Belt in southern British Columbia.”

Article content

Article content

Commercial Terms

Article content

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:

Article content