Mr. Ken Armstrong of Westhaven reports

WESTHAVEN GOLD AND DUNDEE CORPORATION ANNOUNCE CLOSING OF STRATEGIC $85M EARN-IN AGREEMENT TO ADVANCE SHOVELNOSE AND THE SPENCES BRIDGE GOLD BELT, BRITISH COLUMBIA

The definitive earn-in agreement granting Dundee Corp. the sole and exclusive right to acquire a 60-per-cent interest in Westhaven Gold Corp.'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 has become effective upon the financing by Dundee of certain project expenditures totalling $85-million as previously announced on Dec. 22, 2025. Westhaven received shareholder approval of the transactions contemplated in the earn-in agreement on Feb. 17, 2026, and has satisfied the other conditions to effectiveness of the earn-in agreement.

Westhaven and Dundee are in the first phase of the earn-in agreement, whereby Dundee has committed to invest at least $30-million in project expenditures by no later than Feb. 20, 2029 (being the third anniversary of the effective date of the earn-in agreement), to earn an initial 25-per-cent interest in the projects.

"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. "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."

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 $85-million, we are entering a period of accelerated exploration and development at Shovelnose. The $30-million in committed first-phase funding will include 50,000 m ($20-million) 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."

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, 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. Upon Dundee earning a 50-per-cent interest, the board will be composed of two nominees from each party. Upon Dundee earning a 60-per-cent interest, the board will be composed of two nominees from Westhaven and three nominees from Dundee.
• Reserved matters: Certain fundamental matters with respect to the JVCo require unanimous shareholder or board approval.
• To complete the earn-in, upon acquiring the initial interest, Dundee must finance additional project expenditures as outlined below:
  • To acquire an additional 12.5-per-cent interest in JVCo (an aggregate 37.5-per-cent interest), Dundee must finance an additional $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-per-cent interest in JVCo (an aggregate 50-per-cent interest), Dundee must finance an additional $20-million in project expenditures no later than the sixth anniversary of the effective date of the earn-in agreement.
  • To acquire the final 10-per-cent interest in JVCo (an aggregate 60-per-cent interest), Dundee must finance an additional $20-million in project expenditures no later than the seventh anniversary of the effective date of the earn-in agreement.

As of the date hereof, Dundee will be solely responsible for financing all project expenditures. The company will remain the operator of the projects until Dundee earns a 50-per-cent interest, at which point Dundee may elect to assume operatorship. The operator of the projects will earn management fees ranging up to 3 per cent of project expenditures.

The earn-in agreement and the JVSA are subject to an area of interest defined by the Spences Bridge gold belt.

The projects are located in British Columbia, within the underexplored SBGB, defined by a 100-kilometre northwest-trending belt of intermediate to felsic volcanic rocks highly prospective for epithermal-style gold mineralization. The company controls mineral claims covering approximately 615 square kilometres along the SBGB.

For further details regarding the terms of the earn-in agreement and the JVSA, please refer to the company's news release dated Dec. 22, 2025, and the company's information circular dated Jan. 9, 2026, filed under the company's profile on SEDAR+.

About Dundee Corp.

Dundee is a public Canadian independent mining-focused holding company, listed on the Toronto Stock Exchange under the symbol DC.A. The corporation is primarily engaged in investing in mineral resource assets. The corporation operates with the objective of unlocking value through strategic investments in mining projects globally. Its team conducts due diligence to assess the geological, technical, environmental and financial merits and risks of each project, and looks to deploy capital where it can either seek to generate investment returns or where the corporation can collaborate with operating partners and take strategic partnerships through direct interests in mining operations.

About Westhaven Gold Corp.

Westhaven is a gold- and silver-focused exploration and development company targeting low sulphidation, high-grade, epithermal-style gold and silver mineralization within the Spences Bridge gold belt in Southern British Columbia. Westhaven controls approximately 60,263 hectares within four gold properties spread along this underexplored belt.

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 $454-million after-tax net present value (at a 6-per-cent discount rate) and 43.2-per-cent internal rate of return (base-case assumptions of $2,400 (U.S.) per ounce gold, $28 (U.S.) per ounce silver and Canadian-dollar/U.S.-dollar exchange rate of $1 (Canadian) equals 72 U.S. cents).

Qualified person

The technical and scientific information in this news release has been reviewed and approved by Robin Hopkins, PGeo (Northwest Territories/Nunavut), vice-president, exploration, for Westhaven, a qualified person for the company under the definitions established by National Instrument 43-101 (Standards of Disclosure for Mineral Projects).

We seek Safe Harbor.