VANCOUVER, British Columbia, Dec. 22, 2025 (GLOBE NEWSWIRE) -- 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.
(MORE TO FOLLOW) Dow Jones Newswires
December 22, 2025 07:03 ET (12:03 GMT)
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