Westhaven Receives Commitment for Strategic Investment From Rob McEwen of C$1.5 Million as Part of Previously Announced Brokered Private Placement Offering

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Vancouver, B.C. – September 26th, 2024 – Westhaven Gold Corp. (TSX-V:WHN) (“Westhaven” or the “Company”) is pleased to announce, further to its press release dated September 25, 2024 announcing a $5,000,000 brokered best efforts offering (the “ Marketed Offering”) with Red Cloud Securities Inc. (the “Agent”) acting as agent, the Agent has received overnight a commitment from Rob McEwen for participation in the Marketed Offering as a subscriber.

As previously announced, the Company entered into on September 25, 2024, an agreement with the Agent to act as sole agent and bookrunner in connection with the Marketed Offering to raise gross proceeds of C$5,000,0000 from the sale of the following:

  • 10,000,000 units of the Company (each, a “Unit”) at a price of C$0.15 per Unit for gross proceeds of up to C$1,500,000 from the sale of Units; and
  • gross proceeds of up to C$3,500,000 from the sale of any combination of (i) common shares of the Company that will quality as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a “Traditional FT Share”) at a price of C$0.175 per Traditional FT Share and (ii) flow-through units of the Company to be sold to charitable purchasers (each, a “Charity FT Unit”, and collectively with the Units and Traditional FT Shares, the “Offered Securities”) at a price of C$0.22 per Charity FT Unit.

Rob McEwen has agreed to make a strategic investment of C$1.5 million in Offered Securities, through his private holding company Evanachan Ltd. Mr. McEwen is the founder and former Chairman of Goldcorp, is currently the Executive Chairman and largest shareholder of McEwen Mining Inc. and is a member of the Mining Hall of Fame.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Offered Securities will be offered for sale to purchasers in the provinces of Alberta, British Columbia, Manitoba, Ontario and Saskatchewan (the “Canadian Selling Jurisdictions”) pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”). The Offered Securities are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada.

The Agent was granted the option, exercisable in full or in part, up to 48 hours prior to the closing of the Marketed Offering, to sell up to an additional C$1,000,000 in any combination of Units, Traditional FT Shares and Charity FT Units at their respective offering prices (the “Agents’ Option” and together with the Marketed Offering, the “Offering”).

Any Units and Charity FT Units sold in excess of gross proceeds of C$5,000,000 as well as the Traditional FT Shares (collectively, the “Non-LIFE Securities”) will be offered by way of the “accredited investor” and “minimum amount investment” exemptions under NI 45-106 in the Canadian Selling Jurisdictions, or in the case of the Units, also in offshore jurisdictions and the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the U.S. Securities Act. The Non-LIFE Securities will be subject to a hold period ending on the date that is four months plus one day following the closing date of the Offering under applicable Canadian securities laws.

The Company intends to use the net proceeds from the sale of Units for working capital and general corporate purposes. The gross proceeds from the issuance of the Traditional FT Shares and the Charity FT Units will be used for Canadian exploration expenses on the Company’s mineral projects in British Columbia and will qualify as “flow-through mining expenditures”, as defined in subsection 127(9) of the Income Tax Act (Canada) (the “Qualifying Expenditures”), which will be incurred on or before December 31, 2025 and renounced to the subscribers with an effective date no later than December 31, 2024 in an aggregate amount not less than the gross proceeds raised from the issue of the Traditional FT Shares and Charity FT Units.

The Offering is scheduled to close on or around October 15, 2024, or such other date as the Company and the Agent may agree, and is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the TSX Venture Exchange.

The Company will pay to the Agent a cash commission of 6% of the gross proceeds raised in respect of the Offering (the “Agents’ Commission”). In addition, the Company will issue to the Agent warrants of the Company (each warrant, a “Broker Warrant”), exercisable for a period of 24 months following the Closing Date, to acquire in aggregate that number of common shares of the Company which is equal to 6% of the number of Offered Securities sold under the Offering at an exercise price equal to C$0.15 per Common Share.

There is an amended offering document related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.westhavengold.com. Prospective investors should read this amended offering document before making an investment decision.

On behalf of the Board of Directors
WESTHAVEN GOLD CORP.

“Gareth Thomas”

Gareth Thomas, President, CEO & Director

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

About Westhaven Gold Corp.

Westhaven is a gold-focused exploration company advancing the high-grade discovery on the Shovelnose project in Canada’s newest gold district, the Spences Bridge Gold Belt.  Westhaven controls ~60,950 hectares (609.5 square kilometres) with four gold properties spread along this underexplored belt. The Shovelnose property is situated off a major highway, near power, rail, large producing mines, and within commuting distance from the city of Merritt, which translates into low-cost exploration. Westhaven trades on the TSX Venture Exchange under the ticker symbol WHN. For further information, please call 604-681-5558 or visit Westhaven’s website at www.westhavengold.com

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