Westhaven Gold Corp.

Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the legal counsel of the issuer at 2080-777 Hornby Street, Vancouver, B.C, V6Z 1S4, 604.633.4289, and are also available electronically at www.sedar.com .

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise . This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

The securities offered under this short form prospectus have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any state securities laws and may not be offered or sold to, or for the account or benefit of, persons in the “United States” or “U.S. Persons” (as such terms are defined in Regulation S under the U.S. Securities Act) unless exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws are available. This short form prospectus does not constitute an offer to sell or a solicitation or an offer to buy any of the securities offered hereby to, or for the benefit of, persons in the United States or U.S. Persons. See “Plan of Distribution.”

SHORT FORM PROSPECTUS

NEW ISSUE

DATED: March 1 , 2021

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$13,013,000 18,590,000 Units $0.70 per Unit

This short form prospectus (the “ Prospectus ”) qualifies the distribution and offering (the “ Offering ”) of 18,590,000 units (the “ Units ”) of Westhaven Gold Corp. (the “ Company ”) at a price of $0.70 per Unit (the “Offering Price”) for aggregate gross proceeds of $13,013,000. The Units will be issued pursuant to an underwriting agreement (the “Underwriting Agreement”) dated January 19. 2021 among the Company and Raymond James Ltd. (the “Underwriter”). The terms of the Offering, including the Offering Price, were determined by arm’s length negotiation between the Company and the Underwriter See “ Plan of Distribution ”.

Each Unit will consist of one common share (each, a “ Common Share ”) in the capital of the Company (each, a “ Unit Share ”) and one half of one Common Share purchase warrant of the Company (each whole warrant, a “ Warrant ”). Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one Common Share (each a “ Warrant Share ”) at an exercise price of $1.00 per Warrant Share for a period of two years following the Closing Date (as defined herein). The Warrants will be governed by a warrant indenture (the “ Warrant Indenture ”) to be entered into on or before the Closing Date between the Company and Computershare Trust Company of Canada (the “ Warrant Agent ”), as warrant agent. See “ Description of the Securities Distributed ”.

The Common Shares are listed on the TSX Venture Exchange (the “ TSXV ”) under the symbol “WHN”. On February 26, 2021, the last trading day before the filing of this Prospectus, the closing price of the Common Shares on the TSXV was $0.70. The Company has applied to list on the TSX-V, the Unit Shares, the Warrants and the Warrant Shares distributed under this Prospectus. Listing will be subject to the Company fulfilling all of the requirements of the TSXV.

There is currently no market through which the Warrants comprising part of the Units may be sold and purchasers may not be able to resell Warrants purchased under this Prospectus. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants, and the extent of issuer regulation. See “Risk Factors”.

	Price to Public	Underwriter’s Commission(1)	Net Proceeds to the Company(2)
PerUnit	$0.70	$0.042	$0.658
Offering	$13,013,000	$780,780	$12,232,220
Over-Allotment Option(3)	$1,951,950	$117,117	$1,834,833
Total	$14,964,950	$897,897	$14,067,053

Notes :

(1) Pursuant to the Underwriting Agreement and in consideration for the services rendered by the Underwriter, the Company has agreed to pay to the Underwriter a cash commission (the “ Underwriter’s Commission ”) equal to 6.0% of the gross proceeds of the Offering (including any gross proceeds raised on the exercise of the Over-Allotment Option (as defined below)), payable in cash. The Underwriter will also be reimbursed by the Company for the Underwriter’s expenses incurred pursuant to the Offering. See “ Plan of Distribution ”.
(2) Before deducting estimated expenses of the Offering, estimated at $300,000, which together with the Underwriter’s Commission, will be paid from the gross proceeds of the Offering. See “ Use of Proceeds ”.
(3) The Company has granted to the Underwriter an over-allotment option (the “ Over-Allotment Option ”), exercisable on any day up to 30 days following the Closing Date, to sell up to a further 15% of the Units sold pursuant to the Offering, at the Offering Price. This Prospectus also qualifies the grant of the Over-Allotment Option and the issuance of the Units issuable upon exercise of the OverAllotment Option. The table presents the “Price to the Public”, “Underwriter’s Commission” and “Net Proceeds to the Company” should the Over-Allotment Option be exercised in full. Unless the context otherwise requires, when used herein, all references to the “Offering” include the exercise of the Over-Allotment Option, all references to “Units” include any Units issuable upon the exercise of the Over-Allotment Option and all references to “Unit Shares”, “Warrants” or “Warrant Shares” include the component portions of the Units issuable upon exercise of the Over-Allotment Option. A purchaser who acquires Units forming part of the Underwriter’s over-allocation position acquires such Units under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “ Plan of Distribution”

The following table sets forth the number of securities that may be issued by the Company to the Underwriter:

Underwriter’s Position	Maximum size or number of securities available	Exercise period or acquisition date	Exercise price or average acquisition price
Over-Allotment Option	Option to acquire up to 2,788,500 Units	Up to 30 days from the Closing Date	$0.70 per Unit

Subject to applicable laws, the Underwriter may, in connection with the Offering, effect transactions intended to stabilize or maintain the market price of the Common Shares at levels above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. See “ Plan of Distribution ”. Units sold by the Underwriter to the public will initially be offered at the Offering Price. After the Underwriter has made reasonable efforts to sell all of the Units at the Offering Price, the Underwriter may change the Offering Price and the other selling terms to an amount not greater than the Offering Price. See “Plan of Distribution”.

The Underwriter, as principal, conditionally offer the Units subject to prior sales if, as and when issued by the Company, in accordance with the conditions contained in the Underwriting Agreement referred to under “ Plan of Distribution ”, subject to the approval of certain legal matters on behalf of the Company by S. Paul Simpson Law Corporation and on behalf of the Underwriter by Blakes, Cassels & Graydon LLP.

Subscriptions for the Units will be received subject to rejection or allotment in whole or in part, and the right is reserved to close the subscription books at any time without notice. It is expected that the completion of the sale of the Units pursuant to the Offering (the “ Closing ”) will take place on or about February 4, 2021, or on such other date as may be agreed upon by the Company and the Underwriter and, in any event, on or before a date not later than 42 days after the date of the receipt for the final short form prospectus (the “ Closing Date ”). Except as may be otherwise agreed by the Company and the Underwriter, the Offering will be conducted under the book-based system operated by CDS Clearing and Depository Services Inc. (“ CDS ”). Other than a subscriber of Units in a jurisdiction outside of Canada and the United States, a subscriber who purchases Units will receive a customary confirmation from the registered dealer from or through whom Units are purchased and who is a CDS participant. CDS will record the CDS participants who hold Units on behalf of owners who have purchased Units in accordance with the book-based system. Other than Units sold in jurisdictions outside of Canada and the United States, certificates evidencing the Units will not be issued unless specifically requested. See “ Plan of Distribution ”.

Due to the nature of the Company’s business, an investment in any securities of the Company is highly speculative and involves a high degree of risk. An investment in the Company’s securities should only be undertaken by those persons who can afford the total loss of their investments. The risk factors identified under the headings “ForwardLooking Information” and “Risk Factors” in this Prospectus and in the AIF (as defined herein) should be considered carefully by prospective subscribers before purchasing these securities.

Prospective purchasers are advised to consult their own tax advisors regarding the application of Canadian federal income tax laws to their particular circumstances, as well as any other provincial, foreign and other tax consequences of acquiring, holding, or disposing of Company’s securities, including the Canadian federal income tax consequences applicable to a foreign controlled Canadian corporation that acquires the Company’s securities.

Prospective purchasers should rely only on the information contained in or incorporated by reference in this Prospectus. Neither the Underwriter nor the Company has authorized anyone to provide prospective purchasers with different information. Readers should assume that the information appearing in this Prospectus is accurate only as of its date, regardless of its time of delivery or the time of any sale of securities offered hereunder and that the Company’s business, financial condition, results of operations and prospects may have changed since that date.

The Company’s head office is located at Suite 1056-409 Granville Street, Vancouver, British Columbia, V6C 1T2 and its registered office is located at Suite 2080-777 Hornby Street, Vancouver, British Columbia, V6Z 1S4.

All currency amounts in this Prospectus are stated in Canadian dollars, unless otherwise specified.

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ELIGIBILITY FOR INVESTMENT............................................................................................................................. 6 FORWARD-LOOKING INFORMATION ................................................................................................................... 6 NOTICE TO INVESTORS ........................................................................................................................................... 8 MARKET AND INDUSTRY DATA ............................................................................................................................ 9 CAUTIONARY NOTE TO UNITED STATES INVESTORS ..................................................................................... 9 FINANCIAL INFORMATION ................................................................................................................................... 10 MARKETING MATERIALS ..................................................................................................................................... 11 CURRENCY INFORMATION ................................................................................................................................... 11 DOCUMENTS INCORPORATED BY REFERENCE .............................................................................................. 11 THE COMPANY ........................................................................................................................................................ 13 Name and Incorporation ........................................................................................................................................ 13 Intercorporate Relationships .................................................................................................................................. 13 BUSINESS OF THE COMPANY ............................................................................................................................... 13 SBGB PROPERTIES .................................................................................................................................................. 13 Shovelnose ............................................................................................................................................................. 14 Prospect Valley ...................................................................................................................................................... 15 Skoonka Creek ....................................................................................................................................................... 16 Skoonka North ....................................................................................................................................................... 17 Incorporation by Reference .................................................................................................................................... 17 RECENT DEVELOPMENTS ..................................................................................................................................... 18 CONSOLIDATED CAPITALIZATION .................................................................................................................... 20 USE OF PROCEEDS .................................................................................................................................................. 21 Proceeds ................................................................................................................................................................. 21 Principal Purposes .................................................................................................................................................. 21 Negative Operating Cash Flow .............................................................................................................................. 23 Stated Business Objectives and Milestones ........................................................................................................... 23 PLAN OF DISTRIBUTION ........................................................................................................................................ 24 The Offering .......................................................................................................................................................... 24 Determination of Price ........................................................................................................................................... 24 Over-Allotment Option .......................................................................................................................................... 24 Appointment of the Underwriter ............................................................................................................................ 25 Underwriter Compensation .................................................................................................................................... 25 Indemnity and Contribution ................................................................................................................................... 25 Closing of the Offering .......................................................................................................................................... 26 Price Stabilization and Short Positions .................................................................................................................. 26 Listing .................................................................................................................................................................... 26 No Sales of Similar Securities ............................................................................................................................... 26 Alternative Transactions ........................................................................................................................................ 27 Offers and Sales in the United States ..................................................................................................................... 27 DESCRIPTION OF SECURITIES DISTRIBUTED ................................................................................................... 28 Authorized and Issued Share Capital ..................................................................................................................... 28 Common Shares ..................................................................................................................................................... 28 Options ................................................................................................................................................................... 28 Securities to be Distributed .................................................................................................................................... 28

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Warrants ................................................................................................................................................................. 29 PRIOR SALES ............................................................................................................................................................ 30 MARKET FOR SHARES ........................................................................................................................................... 31 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS .............................................................. 31 RISK FACTORS ......................................................................................................................................................... 35 Risks Relating to the Offering ............................................................................................................................... 36 INTEREST OF EXPERTS .......................................................................................................................................... 40 Experts ................................................................................................................................................................... 40 PROMOTERS ............................................................................................................................................................. 40 RELATIONSHIP BETWEEN THE COMPANY AND THE UNDERWRITER ....................................................... 40 AUDITOR, REGISTRAR AND TRANSFER AGENT .............................................................................................. 40 OTHER MATERIAL FACTS ..................................................................................................................................... 40 PURCHASER’S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION .............................................. 41 LIST OF EXEMPTIONS ............................................................................................................................................ 41 LEGAL MATTERS .................................................................................................................................................... 41 SIGNIFICANT ACQUISITIONS ............................................................................................................................... 41

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ELIGIBILITY FOR INVESTMENT

Based on the current provisions of Income Tax Act (Canada) (the “ Tax Act ”), and the regulations thereto (the “ Regulations ”) and any specific proposals to amend the Tax Act and Regulations publicly announced prior to the date hereof, provided that, at the time of acquisition, (i) the Common Shares are listed on a “designated stock exchange” for the purposes of the Tax Act (which currently includes the Tiers 1 and 2 of the TSXV), and (ii) in the case of the Warrants, the Company is not a “connected person” (as defined in the Regulations) under the Registered Plans (as defined herein), the Unit Shares, Warrants and Warrant Shares, if issued on the date hereof, would at the time of acquisition be “qualified investments” under the Tax Act and the Regulations for a trust governed by a “registered retirement savings plan” (“ RRSP ”), “registered retirement income fund” (“ RRIF ”), “tax-free savings account” (“ TFSA ”), “registered education savings plan” (“ RESP ”), “deferred profit sharing plan” or “registered disability savings plan” (“ RDSP ”) (as those terms are defined in the Tax Act) (each, a “ Registered Plan ”). A “connected person” under a Registered Plan is defined in the Regulations as a person who is an annuitant, a beneficiary, an employer or a subscriber under, or a holder of, the Registered Plan and any person who does not deal at arm’s length with that person. The Warrants will also be “qualified investments” provided the Warrants are listed on a “designated stock exchange” for the purposes of the Tax Act.

Notwithstanding the foregoing, if the Unit Shares, Warrant Shares or Warrants are a “prohibited investment” for an RRSP, RRIF, RESP, RSDP or TFSA for the purposes of the Tax Act, the annuitant, subscriber or holder, as the case may be, of the RRSP, RRIF, RESP, RSDP or TFSA will be subject to a penalty tax as set out in the Tax Act. Provided that, for purposes of the Tax Act, the annuitant of an RRSP or RRIF, the subscriber of a RESP, or the holder of a TFSA or RDSP, as the case may be, deals at arm’s length with the Company and does not have a “significant interest” (as defined in the Tax Act for purposes of the prohibited investment rules) in the Company, the Unit Shares, Warrant Shares and Warrants will not be a “prohibited investment” for such RRSPs, RRIFs, RESPs, RDSPs and TFSAs, as the case may be, under the Tax Act on the date hereof. In addition, the Unit Shares and Warrant Shares will not be a prohibited investment if such securities are “excluded property” as defined in the Tax Act, for the purposes of the prohibited investment rules, for an RRSP, RRIF, RESP, RSDP or TFSA. Prospective purchasers of Units who intend to hold such Units in an RRSP, RRIF, TFSA, RESP or RDSP should consult their own tax advisors to ensure the Unit Shares, Warrant Shares and Warrants would not be a prohibited investment in their particular circumstances.

FORWARD-LOOKING INFORMATION

Certain information contained in this Prospectus and in certain documents incorporated by reference into this Prospectus constitutes “forward-looking information” within the meaning of applicable Canadian securities legislation. The use of any of the words “anticipate”, “continue”, “estimate”, “intend”, “potential”, “expect”, “may”, “will”, “project”, “proposed”, “should”, “believe” and similar expressions are intended to identify forward-looking information. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. In addition, this Prospectus and the documents incorporated by reference herein may contain forwardlooking information attributed to third party industry sources. The Company believes that the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in, or incorporated by reference into, this Prospectus should not be unduly relied upon. Such information speaks only as of the date of this Prospectus or as of the date specified in the documents incorporated by reference into this Prospectus, as the case may be.

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In particular, this Prospectus and the documents incorporated by reference contain forward-looking information pertaining to the following:

the Offering Price and the completion and size of the Offering, including receipt of all regulatory approvals, including in relation to the listing of the Unit Shares, the Warrants and the Warrant Shares on the TSXV (and all such securities issued under and in connection with the exercise of the Over-Allotment Option, if applicable) and the timing thereof;
the use of proceeds of this Offering by the Company;
the exercise of the Over-Allotment Option;
the expenses of the Offering;
the performance of the Company’s business and operations;
the future price of gold;
the estimation of mineral resources and realization of mineral reserve estimates;
the development, expansion and assumed future results of exploration and operations from the Company’s mineral projects;
permitting timelines;
currency fluctuations;
requirements for additional capital and the Company’s expectations regarding its ability to raise sufficient capital on favourable terms;
success of exploration programs;
government regulation of mining operations;
environmental risks;
unanticipated reclamation expenses;
title disputes or claims;
limitations on insurance coverage;
anticipated effects of the COVID-19 outbreak as a global pandemic; and
the Company’s plans and expectations for its properties.

With respect to forward-looking information contained in this Prospectus and the documents incorporated by reference herein, the Company has made various material assumptions, including but not limited to (i) obtaining necessary regulatory approvals; (ii) that regulatory requirements will be maintained; (iii) general business and economic conditions including that financial markets will not in the long term be adversely impacted by the COVID-19 pandemic; (iv) the Company’s ability to successfully execute its plans and intentions; (v) the availability of financing on reasonable terms; (vi) the Company’s ability to attract and retain skilled staff; (vii) the accuracy of the interpretation of drilling and other results on the Company’s mineral projects; (viii) anticipated results of exploration activities and (ix) predictable changes to market prices for copper and gold and other predicted trends regarding factors underlying the market for such products. Although the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and the Company cannot assure that actual results will be consistent with these forward-looking statements.

The Company’s actual results could differ materially from those anticipated in such forward-looking information as a result of the risk factors set forth below and elsewhere in this Prospectus and the documents incorporated by reference herein:

the Company’s actual financial position and results of operations may differ materially from the expectations of the Company’s management;

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the Company expects to incur significant ongoing costs and obligations relating to its mineral projects;
the Company may not be able to secure additional financing for current and future operations and capital projects;
inherent uncertainties and risks associated with mineral exploration;
the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations;
volatility in the market prices for gold, copper, silver and other natural resources;
the risk that the Company’s title to its properties could be challenged;
risks related to the Company’s ability to attract and retain qualified personnel, including the ability to keep essential operational staff in place as a result of COVID-19;
uncertainties related to global financial and economic conditions and the impact of market reaction to the COVID-19 pandemic;
risks related to the COVID-19 pandemic;
risks associated with the Company being subject to government regulation, including changes in regulation, including changes in environmental laws and regulations;
competition for, among other things, capital acquisitions of resources, undeveloped lands and skilled personnel;
uninsured risks and hazards;
risks relating to environmental regulation and liabilities;
risks associated with potential conflicts of interest; and
the Company does not anticipate paying cash dividends in the near future; and
other risks detailed from time-to-time in the Company’s ongoing quarterly and annual filings with applicable securities regulators, including the AIF, and those which are discussed under the heading “ Risk Factors ”.

These factors are not, and should not be construed as being, exhaustive.

The forward-looking information contained in this Prospectus and the documents incorporated by reference herein are expressly qualified by this cautionary statement. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Accordingly, readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in each of the documents incorporated by reference herein is made as of the date of such document and, accordingly, is subject to change after such date. The Company does not undertake any obligation to publicly update or revise any forward-looking information after the date of this Prospectus to conform such information to actual results or to changes in the Company’s expectations except as otherwise required by applicable Canadian securities laws.

NOTICE TO INVESTORS

Investors should read this entire Prospectus and the documents incorporated by reference herein and consult their own professional advisors to assess risk factors and the income tax, legal and other aspects of their investment in the Units.

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An investor should rely only on the information contained in this Prospectus and the documents incorporated by reference herein and is not entitled to rely on parts of the information contained in this Prospectus to the exclusion of others. The Company has not, and the Underwriter has not, authorized anyone to provide investors with additional or different information than that contained in this Prospectus. If anyone provides an investor with additional or different or inconsistent information, including statements in media articles about the Company, the investor should not rely on it.

The Company is not, and the Underwriter is not, offering to sell Units in any jurisdictions where the offer or sale is not permitted. The information contained in this Prospectus is accurate only as of the date of this Prospectus, regardless of the time of delivery of this Prospectus or any sale of the Units. The Company’s business, financial condition, results of operations and prospects may have changed since the date of this Prospectus or.

Any statements in this Prospectus made by or on behalf of management are made in such persons’ capacities as an officer of the Company and not in their personal capacities.

Investors are urged to read the information under the headings “ Risk Factors ” and “ ForwardLooking Information ” appearing elsewhere in this Prospectus.

For investors outside Canada, neither the Company nor the Underwriter has done anything that would permit the Offering, or possession or distribution of this Prospectus, in any jurisdiction where action for that purpose is required, other than in Canada. Investors are required to inform themselves about and to observe any restrictions relating to the Offering and the distribution of this Prospectus.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this Prospectus concerning the industry and the markets in which the Company operates, including its general expectations and market position, market opportunities and market share, is based on information from independent industry organizations, other third-party sources (including industry publications, surveys and forecasts) and management studies and estimates.

Unless otherwise indicated, the Company’s estimates are derived from publicly available information released by independent industry analysts and third-party sources as well as data from its internal research, and include assumptions made by the Company which it believes to be reasonable based on its knowledge of the industry and markets. The Company’s internal research and assumptions have not been verified by any independent source, and the Company has not independently verified any third-party information. While the Company believes the market position, market opportunity and market share information included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of the Company’s future performance and the future performance of the industry and markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “ Forward-Looking information ” and “ Risk Factors ”.

CAUTIONARY NOTE TO UNITED STATES INVESTORS

This Prospectus, including the documents incorporate by reference herein, uses the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource”, which are Canadian mining terms as defined in, and required to be disclosed in accordance with, National

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Instrument 43-101 – Standards of Disclosure for Mineral Projects (“ NI 43-101 ”), which references the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “ CIM ”) – CIM Definition Standards on Mineral Resources and Mineral Reserves (“ CIM Definition Standards ”), adopted by the CIM Council, as amended. However, these terms are not defined terms under SEC Industry Guide 7 (“ SEC Industry Guide 7 ”) under the United States Securities Act of 1933, as amended, and normally are not permitted to be used in reports and registration statements filed with the U.S. Securities and Exchange Commission (the “ SEC ”). The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the United States Securities Exchange Act of 1934, as amended (the “ U.S. Exchange Act ”). These amendments became effective February 25, 2019 (the “ SEC Modernization Rules ”) with compliance required for the first fiscal year beginning on or after January 1, 2021. The SEC Modernization Rules replace the historical disclosure requirements for mining registrants that were included in SEC Industry Guide 7. The Company does not file reports with the SEC and is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and will continue to provide disclosure under NI 43-101 and the CIM Definition Standards.

United States investors are cautioned that there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. There is no assurance any mineral resources that the Company may report as “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43- 101 would be the same had the Company prepared the resource estimates under the standards adopted under the SEC Modernization Rules. United States investors are also cautioned that while the SEC will now recognize “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”, investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” that the Company reports are or will be economically or legally mineable. Further, “inferred mineral resources” have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, United States investors are also cautioned not to assume that all or any part of the “inferred mineral resources” exist. In accordance with Canadian securities laws, estimates of “inferred mineral resources” cannot form the basis of feasibility or other economic studies, except in limited circumstances where permitted under NI 43101. In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding CIM definitions. United States investors are cautioned that a preliminary economic assessment cannot support an estimate of either “proven mineral reserves” or “probable mineral reserves” and that no feasibility studies have been completed on the Company’s mineral properties.

Accordingly, information contained in this Prospectus and the documents incorporated by reference herein and therein describing the Company’s mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

FINANCIAL INFORMATION

The Company prepares its financial statements, which are incorporated by reference into this Prospectus, in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee.

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MARKETING MATERIALS

Any “template version” of any “marketing materials” (as such terms are defined under applicable Canadian securities laws) that are prepared in connection with the Offering are not part of this Prospectus to the extent that the contents of the template version of the marketing materials have been modified or superseded by a statement contained in this Prospectus.

Any template version of any marketing materials that has been, or will be, filed on SEDAR before the termination of the distribution of the Units under the Offering (including any amendments to, or an amended version of, any template version of any marketing materials) is deemed to be incorporated by reference into this Prospectus.

CURRENCY INFORMATION

Unless otherwise indicated, all references to “$”, “CDN$” or “dollars” in this short form prospectus refer to Canadian dollars. The Company’s accounts are maintained in Canadian dollars and its financial statements are presented in Canadian dollars.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request from the Company’s legal counsel at 2080-777 Hornby Street, Vancouver, B.C., V6Z 1S4, fax no. 604-662-3231 or under the Company’s SEDAR profile on www.sedar.com.

The following documents of the Company filed with the securities commissions or similar authorities in certain of the provinces of Canada are specifically incorporated by reference into and form an integral part of this Prospectus:

(a) annual information form of the Company for the year ended December 31, 2019 dated November 17, 2020 (the “ AIF ”) except the technical report entitled “National Instrument 43-101 Technical Report on the Spences Bridge Group of Properties (SBG Group), Nicola and Kamloops Mining Divisions, British Columbia” dated November 13, 2020, with an effective date of March 29, 2020 incorporated by reference therein which is expressly excluded from incorporation by reference herein;
(b) the technical report titled “National Instrument 43-101 Technical Report on the Spences Bridge Group of Properties (SBG Group), Nicola and Kamloops Mining Divisions, British Columbia”, as prepared by Bruce L. Laird, P. Geo, dated effective as of February 7, 2021 and filed on February 26, 2021 (the “ Technical Report ”);
(c) audited financial statements of the Company for the years ended December 31, 2019 and 2018, together with the notes thereto and the auditor’s report thereon;
(d) management’s discussion and analysis of the Company for the fiscal year ended December 31, 2019;
(e) the amended unaudited condensed interim financial statements of the Company for the three and nine-month period ended September 30, 2020, as refiled on January 28, 2021;

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(f) the amended management’s discussion and analysis of the Company for the three and nine-month period ended September 30, 2020 as refiled on January 28, 2021;
(g) the management information circular of the Company dated June 4, 2020 with respect to the annual and special meeting of the shareholders of the Company held on July 9, 2020;
(h) the “template version” (as such term is defined in NI 41-101) of the term sheet for the Offering dated and filed March 1, 2021;
(i) material change report of the Company dated May 20, 2020 regarding the grant of stock options by the Company;
(j) material change report dated May 25, 2020 regarding the execution of an engagement agreement with PI Financial Corp. for a bought deal offering to raise $5,000,000 through the issuance of flow through common shares;
(k) material change report dated June 16, 2020 regarding the completion of the bought deal offering with PI Financial Corp. raising $5,175,000;
(l) material change report dated July 8, 2020 regarding the change of the Company’s name to “Westhaven Gold Corp”;
(m) material change report dated January 13, 2021 regarding the announcement of the Offering;
(n) material change report dated January 14, 2021 regarding the increase in the size of the Offering; and
(o) material change report dated February 26, 2021 regarding the filing of the Technical Report.

Any documents of the type required by National Instrument 44-101 - Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus, including any material change reports (excluding confidential material change reports), comparative interim financial statements, comparative annual financial statements and the auditors’ report thereon, management’s discussion and analysis, information circulars, annual information forms and business acquisition reports, filed by the Company with the securities commissions or similar authorities in certain of the provinces of Canada subsequent to the date of this Prospectus and prior to the completion or withdrawal of this distribution, shall be deemed to be incorporated by reference in this Prospectus.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which is also, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed to be an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of material fact or an admission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

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References to the Company’s website in any documents that are incorporated by reference into this Prospectus do not incorporate by reference the information on such website into this Prospectus, and the Company disclaims any such incorporation by reference.

THE COMPANY

The following description of the Company is, in some instances, derived from selected information about it contained in the documents incorporated by reference into this Prospectus. This description does not contain all of the information about the Company and the Company’s mineral properties and business that an investor should consider before investing in the Units. Investors should carefully read this entire Prospectus, including the section titled “Risk Factors” that immediately follows this description of the Company, as well as the documents incorporated by reference into this Prospectus before making an investment decision.

Name and Incorporation

The Company was incorporated under the Company Act (British Columbia, 1996) on April 17, 1998 as “563100 B.C. Ltd.” The Company changed its name to “Graig Exploration Inc.” on January 28, 1999. The Company transitioned from the Company Act to the Business Corporations Act (British Columbia) on June 6, 2005. The Company changed its name to “Westhaven Ventures Inc.” on May 6, 2010 and to “Westhaven Gold Corp. on July 9, 2020.

The head office of the Company is located at Suite 1056-409 Granville Street, Vancouver, British Columbia, V6C 1T2 and the registered and records office of the Company is located at Suite 2080-777 Hornby Street, Vancouver, British Columbia, V6Z 1S4.

The Company is listed on the TSX Venture Exchange (“ TSXV ”) under the symbol “WHN”, and is a reporting issuer in British Columbia and Alberta.

Intercorporate Relationships

The Company has no subsidiaries.

BUSINESS OF THE COMPANY

The Company is a TSXV listed gold exploration company with projects in British Columbia. At present, the Company is an exploration stage company with no current operating income cash flow or revenues. There is no assurance that a commercially viable mineral deposit exists on any of the Company’s mineral properties.

A detailed description of the business of the Company is included in the AIF, which is incorporated by reference into this Prospectus. The Company’s principal mineral properties are the Spences Bridge Gold Belt (SBGB) projects. At present, none of the Company’s mineral properties have any known mineral resources or reserves.

SBGB PROPERTIES

A Technical Report for the SBGB projects with an effective date of February 7, 2021 has been prepared by Bruce L. Laird, P.Geo and is available on the Company’s SEDAR profile at www.sedar.com

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Except as otherwise stated, the information in this section is based on the Technical Report. References should be made to the full text of the Technical Report which is available for review on SEDAR located at www.sedar.com.

The information below is excerpted from the summary section of the Technical Report.

The Company’s SBGB properties (the “ Properties ”) in south central British Columbia are underlain by the Cretaceous Spences Bridge Group of volcanic rocks. The Properties are roughly central to the town of Merritt BC. The four non contiguous Properties encompass a total of 37,502ha and are 100% owned by Westhaven. The Shovelnose Property (17,624ha) has a 2% net smelter return (“NSR”) royalty held by Osisko Gold Royalties Ltd. The Prospect Valley (10,927ha) and the Skoonka Creek (2,784ha), Properties each have 2% NSR royalties held by Almandex.

All of the projects are still in need of complete integration of historical data into a common database structure. The Company has made strides in this regard, but this work should be completed.

Shovelnose

The Shovelnose property is underlain by rhyolitic flows and tuffs of the Pimainus Formation of the Spences Bridge Group. To date there have been 220 (83,400m) core holes drilled on the Shovelnose property.

Structurally hosted low sulphidation epithermal gold mineralization has been found in seven zones on the Property. Six of those are structurally linked along a four-kilometre northerly trend that is open to the north and south. Soil geochemistry, magnetic data and to a lesser extent, IP and DC Resistivity surveys have been instrumental in defining structural zones and linear trends that have targeted exploration.

Exploration to date has largely been focussed on the South zone. A total of 70 holes (29,949m) have been drilled into the South zone identifying three separate sub-parallel gold veins. Vein 1 consists of a zone of quartz veining traced by drilling over a strike length of four kilometres (South zone to Franz zone) and a vertical range of 350m along a northwest striking, steep southwest dipping normal fault. Vein 2, situated 100m-150m to the northeast of Vein 1, has been traced for one kilometre (South zone to Alpine zone to Tower zone) over a vertical range of 400m. Vein 3, a splay off Vein 2 located just east of the Alpine zone, has been traced by drilling over a strike length of 200m and a vertical range of 130m. Results from the South Zone include 46m of 8.9g/t Au with 65.5g/t Ag (hole SN18-15), 91m of 6.2g/t Au with 25.5g/t Ag (hole SN19-01) and 66.5m of 9.1g/t Au with 10.0g/t Ag (hole SN19-01).

Interpretation of the quartz veining suggests the three vein systems comprising the South zone intersect at depth. Vein 1 mineralization is the most prominent veining system for a 550m strike length where it appears to merge with Vein 2 mineralization to the south. Intersections of quartz veining containing gold mineralization occur between Veins 1 and 2 over a 300m strike length, potentially enlarging the widths and the intensity of gold mineralization between cross-sections. Vein 3, for the most part, has only been drill tested at depths below 250m from surface so near surface gold mineralization is unknown at this time. The projected surface trace of mineralization in Veins 2 and 3 appears to diverge from Vein 1 in a generally more northerly direction, Vein 2 through the Alpine zone, and Vein 3 trending north into a magnetic low area. Drilling to date at the South zone has been conducted on approximately 50m centres.

The Company, in 2020, conducted an extensive program of step out drilling northward from the Tower zone, along the inferred trend of Vein 1, and discovered the FMN zone. Along with this program, prospecting discovered the Franz zone outcrops (one sample running 51.1g/t Au with 165g/t Ag and a

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second sample that ran 34.9g/t Au with 120g/t Ag). Follow-up drilling of both these zones has been encouraging (hole SN20-139 at FMN, 19.9m of 2.62g/t Au with 139.75g/t Ag and hole SN20-101 at Franz, 7.8m of 14.84g/t Au with 40.68g/t Ag. This mineralized trend remains open to the northwest and southeast.

Approximately four kilometres east of the South zone is the Romeo area where epithermal quartz breccias in rhyolite flows have been found coincidental to anomalous soil geochemistry. The magnetic lineament here roughly parallels the Vein 1 trend between the South zone and the Franz zone.

Recommended work at Shovelnose includes generating a NI43-101 compliant resource for the South zone. Defining a resource will entail detailed analysis of work to date to determine the level of infill drilling required. Half of the 40,000m recommended drilling is dedicated to resource work, but reallocation may be necessary.

Step out drilling along recognized trends was successful in discovering the South zone in 2017 and the FMN zone in 2020. This work should continue along the open-ended extents of the Vein 1, Vein 2, Vein 3 and Romeo structures.

Prospecting in 2020 discovered the Franz zone along trend of Vein 1 where there was coincidental magnetics low and sporadic gold in soil geochemistry. Ground magnetics, to refine airborne magnetic interpretation, along with additional prospecting and soils sampling along interpreted trends is recommended.

Final data for various resistivity surveys performed in 2020 have yet to be processed and delivered. Once this work is received, and pending positive results, additional resistivity surveys should be planned.

Total budget recommended for Shovelnose is $9,544,150 with $8,000,000 of that dedicated to core drilling.

Persistent exploration along a linear magnetic feature on the Shovelnose Property has led to the discovery of several gold bearing zones of mineralization. This work has been aided by recognition of a favourable geological host, specifics of clay alteration, LiDAR survey, and resistivity surveys. In 2020, new target areas were found both in outcrop and through step out drilling along an identified structure. The Vein 1 system has now been traced for four kilometres and remains open to the northwest and southeast. The Romeo zone occurs on a sub parallel magnetic low four kilometres east of the Vein 1 system.

Prospect Valley

The Prospect Valley property is underlain by Spences Bridge Group Spius Creek Formation andesite and basalt flows with local flow breccias. A north trending moderately west dipping fault, the Early Fault Zone (EFZ), has been traced for roughly three kilometres on the property.

Most of the Prospect Valley property represents early-stage exploration with the bulk of the 65 holes (10,337m) of core drilling done on the Discovery North and South zones.

The EFZ/hydrothermal breccia unit forms a continuous north-northeast striking, west dipping fault that is not exposed on surface but has been intersected by drilling along a strike length of 1.7km and is coincidental with a narrow magnetic low anomaly extending from the Dog Leg anomaly in the south to the NEZ anomaly in the north. The Discovery North and Discovery South zones have historically received the most attention and represent the location where the EFZ was first recognized. Brecciated,

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silicified and quartz veined rocks in the immediate hanging wall of the EFZ host gold mineralization. Drilling at Discovery South has returned 76.2m of 0.92g/t Au with 5.36g/t Ag (hole RM06-21) and 66.82m of 0.90g/t Au with 5.86g/t Ag (hole DDH-2007-01). Drilling at Discovery North has returned 27.00m of 0.50g.t Au with 1.30g/t Ag (hole RM06-11) and 16.84m of 0.50g/t Au with 2.49g/t Ag (hole DDH-2007-08).

Drilling further north, at NEZ, appears to have missed the hanging wall of the EFZ except in hole PV1013 where 5.64m of 0.20g/t Au and 1.3g/t Ag was encountered. The NEZ zone remains largely untested.

In the northeast portion of the Prospect Valley property, the NIC showing consists of a quartz vein up to 1.1m wide that strikes NE at 020° over a mapped strike length of 60m, dipping 80° west. Five holes (1,343m) drilled in the NIC area by Consolidated Spire Ventures Ltd in 2006 intersected multiple gold mineralized core intervals that included both shallow (e.g., 7.87m of 0.52g/t Au between 53.60m and 61.47m; hole NIC06-03) and deep (e.g., 18.87m of 0.23g/t Au between 248.85m and 267.72m; hole NIC06-02) intercepts, however, these intervals could not be correlated with surface exposures.

Along a linear magnetic low in the southwestern portion of the Prospect Valley property is the Bonanza Valley zone, where anomalous quartz float has been discovered (one sample returned 43.34g/t Au). The gold values returned from this area are higher than any encountered in drilling elsewhere on the Prospect Valley property to date, and the source of the float has yet to be located.

Prospecting and contour soil sampling in the Bonanza Valley area of the Prospect Valley property should be the focus of coming work. Gold results from rock float samples in that area are higher than values encountered in any drilling to date and the source of the float is unexplained. The proposed budget for the Prospect Valley property is $177,210 with $95,000 allocated to prospecting and soil sampling.

Exploration of much of the Prospect Valley property is hampered by limited outcrop exposure, glacial cover, and inaccessibility. The Discovery Zone was well mapped by previous operators at a scale of 1:1,000 and is quite well understood, however, outside of the Discovery Zone geological mapping was limited to prospecting and reconnaissance mapping traverses. No records exist to indicate that the eastern third of the property has been covered by stream sediment sampling, although this technique led to the discovery of the Bonanza Valley target and the Discovery Zone. There is no record of any systematic follow-up investigation of the stream sediment anomalies on the northern and northwestern portions of the property likely due to their relative inaccessibility.

Skoonka Creek

The Skoonka Creek property is underlain by Cretaceous Spences Bridge Group volcanics. Early-stage exploration to date resulted in the discovery of five zones of gold mineralization (JJ, Discovery, Deadwood, Ember, and Backburn) and eight additional occurrences (Zebra, Bermuda, and six small unnamed anomalies). Past drilling of some 45 holes (8,809m) by Strongbow Exploration Ltd. mainly focussed on the JJ zone.

Soil geochemistry has been effective at delineating zones with gold-in-soils. Drilling and surface sampling confirmed that gold mineralization is hosted by the Pimainus Formation andesites as well as transitional sequences between Pimainus and Spius Formations. Gold mineralization is associated with quartz veining represented by massive or stockwork veins. Massive-style quartz veins occur as multistage veins, brecciation and filling, and associated silica to argillic alteration along early east-west structures. When traced laterally, massive veins were semi-continuous, locally pinched and swelled, and occurred as echelon features. This style of mineralization is represented at JJ, Discovery, and Ember.

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Airborne magnetics was successful in identifying large-scale structures within the property. Ground magnetic surveys have been effective for resolving detailed structures and potential alteration zones not evident from the regional airborne magnetic survey, and were used to define the historical drill targets. Drilling at JJ has returned 28.2m of 0.65g/t with 1.2g/t Ag in hole SC05-04.

Drilling and surface sampling at the Deadwood and Ember zones indicate that gold mineralization appears to be open both laterally and at depth. Drilling at the Deadwood zone has returned 5.8m of 2.85g/t Au and 2.10g/t Ag in hole SC07-38. Together, the Deadwood, Ember, Discovery and Backburn zones define a three kilometre long, east-west trending corridor of gold mineralization.

Stockwork veins represent a second style of mineralization at Skoonka Creek and are poorly developed in more competent massive to amygdaloidal flows (Deadwood) and better developed in more permeable lapilli tuffs (JJ). Alteration may vary between centimetre-scale envelopes (Deadwood, Backburn), up to a few metre haloes (JJ, Ember, Discovery) around zones of mineralization. Alteration mineralogy associated with gold mineralization comprises silica, carbonate, limonite, argillite, and minor albite, chlorite and sericite. Gold grades are higher where silica, carbonate, limonite and/or argillite are in abundance and where mineralization is structurally controlled. Mineralization hosted stratigraphically yield less impressive gold grades, as shown by lapilli tuff horizons at JJ and epiclastic horizons at Backburn.

The JJ zone is the primary focus of exploration and remains open laterally and at depth.

Prospecting of historical soil anomalies is recommended for the Skoonka Creek property while addition First Nations consultation continues in advance of Phase II proposed drilling. The total Phase I budget is proposed at $129,250 with $45,000 allocated to prospecting.

Skoonka North

The Company’s northern-most Property along the Spences Bridge Group trend is currently at a grass roots stage of exploration. Regional mapping and limited property level mapping show the area is underlain by Cretaceous Spences Bridge Group volcanics. Property-wide coverage of soils and magnetics have delineated a number of areas prospective in gold mineralization oriented along northeast and northwest trending structural trends. Interpretation of the historical soil anomalies, regional stream sediment work and topography has identified three trends for follow-up. Note that permitting for work requiring surface disturbances (trenching, drilling) is in progress. Ongoing permitting is projected to cost $20,000 and $30,000 has been allocated to prospecting. The total proposed budget is $86,900 dollars.

Incorporation by Reference

The following information contained in the Technical Report is incorporated by reference into and forms an integral part of this Prospectus, including the text, maps, tables, figures and charts contained within the following sections of the Technical Report.

4.0 Description and Location of Properties

5.0 Accessibility, Climate, Local Resources, Infrastructure and Physiography

6.0 History

7.0 Geological Setting and Mineralization

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8.0 Deposit Types

9.0 Exploration

9.01 Exploration Programs

10.0 Drilling

11.0 Sample Preparation, Analyses and Security

12.0 Data Verification

13.0 Mineral Processing and Metallurgical Testing

14.0 Mineral Resource Estimates

15.0 Mineral Reserve Estimates

26.0 Recommendations

RECENT DEVELOPMENTS

In December 2019, a novel strain of coronavirus was reported in Wuhan, China. On March 11, 2020, the World Health Organization declared the outbreak to constitute a pandemic. The spread of COVID-19 has severely impacted many local economies around the globe. In many countries, including Canada, businesses are being forced to cease or limit operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown. Global stock markets have also experienced great volatility. Governments and central banks have responded with monetary and fiscal interventions designed to stabilize economic conditions. To date the Company’s operations have not been materially negatively affected by these events. The duration and impact of the COVID-19 pandemic, as well as the effectiveness of government and central bank responses, remains unclear at this time. It is not possible to reliably estimate the duration of the impact, nor the severity of the consequences, as well as their impact, if any, on the financial position and results of the Company for future periods.

In response to the outbreak, the Company initially ceased operations temporarily at its Merritt core facility, including drilling at the Shovelnose property. The Company’s activities resumed in May 2020 and the Company has instituted operational and monitoring protocols to ensure the health and safety of its employees and contractors, in consultation with local communities and following the advice of local governments and health authorities in Canada. These protocols include supporting physical distancing or enhanced protection through other means where physical distancing is not practical, increased hygiene practices, enhanced cleaning and disinfecting of high touch areas. The Company will continue to monitor developments and mitigate risks related to the COVID-19 pandemic and continue to assess the pandemic’s potential further impact on the Company’s operations and business.

On February 26, 2020, the Company announced the appointment of Ryan Fetterley as its Vice-President of Operations.

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On June 16, 2020, the Company announced it had closed a bought deal private placement (the “Placement”) generating aggregate gross proceeds of $5,175,315 from the sale of 5,447,700 Common Shares that qualify as “flow-through shares” of the Company for the purposes of the Income Tax Act (Canada) at a price of $0.95 per share, which included a partial exercise of an over-allotment option. The placement was led by PI Financial Corp. on behalf of a syndicate of underwriters including Raymond James Ltd. And Stifel Nicolaus Canada Inc. who collectively received a cash commission 5% of the aggregate gross proceeds, being $258,765.75. As at December 31, 2020, the Company had expended in excess of the gross proceeds raised from the Placement on ‘Canadian exploration expenses’, as such term is defined in the Income Tax Act (Canada) and will renounce all such expenses with an effective date of December 31, 2020.

The following table shows the Company’s expenditures on the Shovelnose for the three months ended September 30, 2020:

Category	Category		Amount
Shovelnose project		$
-	drilling		$2,885,603
-	geology		$961,174
-	lab fees		$534,926
Total			$4,381,703

The Company continued to expend proceeds from Placement during the three months ended December 31, 2020, consistent with its stated use of proceeds for the Placement and its overall objectives to advance the Shovelnose project and estimate a mineral resource thereon. Approximate figures of its expenditures overall during the three months ended December 31, 2020 including the balance of funds raised in the Placement, on the Shovelnose project are as follows:

Category	Category		Amount
Shovelnose project		$
-	drilling		$1,320,757
-	geology		$327,089
-	lab fees		$269,517
Total			$1,917,363

The following table outlines the stated proposed use of proceeds from the Placement as well as a private placement conducted in February 2019 generating aggregate gross proceeds of $2,500,151 and the actual use as at September 30, 2020:

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Reconciliation of Use of Proceeds for February 2019 and June 16, 2020

Date of Financing	Disclosed Use of Proceeds	Amount	Actual Use of Proceeds	Amount	Variance
February 21, 2019	Exploration programs	$2,500,151	Used to fund exploration programs in in the nine month period ending September 30, 2020	$2,500,151	Nil
June 16, 2020 (the Placement)	Exploration programs	$5,175,315	Used to fund exploration programs in in the six month period ending September 30, 2020; remaining funds are expected to be used for exploration programs during balance of 2020	$4,187,251	($988,064) (as at September 30, 2020)
Total		$7,675,466		$6,687,402

The variance in the disclosed proposed use of proceeds for the Placement as against the actual use as set forth in the table above relates to timing matters. Following the period ended September 30, 2020, the Company had expended the balance of the funds raised in the Placement ($988,064) towards funding of exploration programs on the Shovelnose project.

On July 9, 2020, the Company changed its name from “Westhaven Ventures Inc.” to “Westhaven Gold Corp.”

Subsequent to the filing of the condensed interim financial statements for the nine months ended September 30, 2020, management of the Company identified an error relating to the recording of stock options granted during the period. The error resulted in an increase to mineral properties of $464,559 and an increase to reserves of $464,559 as at September 30, 2020. The Company has filed amended and restated condensed interim financial statements reflecting the correction of this error as at January 28, 2021.

In 2020, the Company commenced a 30,000 metre drill program at the Shovelnose property. The Company ultimately completed 43,166 metres of diamond drilling at the property with assays pending for 24 drill holes completed in the FMN and Franz zones. A summary of the Company’s exploration activities at the Shovelnose property in 2020 is included in the Technical Report.

In February 2021, the Company resumed drilling at the Shovelnose property with a first drill at the FMN zone and second drill added shortly thereafter at the South zone.

CONSOLIDATED CAPITALIZATION

The authorized capital of the Company includes an unlimited number of Common Shares without nominal or par value. As at the date hereof, 104,822,409 Common Shares are issued and outstanding as

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fully paid and non-assessable. In addition, 11,015,257 Common Shares are reserved for issuance under outstanding stock options granted pursuant to the Company’s stock option plan and under outstanding share purchase warrants.

The following table sets forth information respecting the consolidated capitalization of the Company as at the dates specified:

Designation of	Amount	Amount	Amount	Amount outstanding
Security	authorized	outstanding as of	outstanding as of	assuming completion
		December 31,	the date of this	of the Offering(1)(2)
		2019	Prospectus
Common Shares(3)	Unlimited	96,949,709	104,822,409	123,412,409
Options(4)	10% of the issued	8,920,589	7,730,589(5)	7,730,589(5)
	and outstanding
Warrants	N/A	3,284,662	3,284,668(6)	12,579,668
Debt	N/A	Nil	Nil	Nil

(1) Assuming no exercise of the Over-Allotment Option. See “Plan of Distribution”. See “ Use of Proceeds ” for the proceeds after giving effect to the Offering and deducting the expenses of the issue.
(2) In the event that the Over-Allotment Option is exercised in full, a further 2,788,500 Common Shares will be issued and a further 1,394,250 Warrants will be issued. The Warrants are exercisable at a price of $1.00 per Warrant Share for a period of two years following the Closing Date. See “Description of Securities Distributed” below.
(3) As at December 31, 2019, the Company’s statement of financial position had an equity deficit of ($7,363,987).
(4) The number of stock options the Company may grant is limited by the terms of its stock option plan and the policies of the TSXV.
(5) A total of 7,730,589 Common Shares are issuable upon the exercise of stock options at exercise prices ranging from $0.10 to $1.20 and expiring on dates ranging from April 13, 2022 to August 10, 2025.
(6) A total of 3,284,668 Common Shares are issuable upon exercise of the warrants at an exercise price of $1.50 per Common Share and expiring on dates ranging from October 2, 2021 to October 8, 2021.

USE OF PROCEEDS

Proceeds

The gross proceeds to the Company from the Offering will be $13,013,000 and the estimated net proceeds to the Company from Offering are estimated to be $11,932,220, assuming the Over-Allotment Option is not exercised, after deducting the Underwriter’s Commission of $780,780 and the estimated expenses of this Offering of $300,000.

If the Over-Allotment Option is exercised in full, the Company will receive additional net proceeds of $1,834,833, after deducting the Underwriter’s Commission.

Principal Purposes

The Company intends to use the net proceeds of the Offering for:

(a) Exploration and development programs at the Shovelnose property;

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(b) Exploration and development programs at the Company’s remaining SBGB projects; and
(c) for general working capital purposes.

The following table indicates the approximate amount of the net proceeds of the Offering intended to be allocated to the foregoing uses:

allocated to the foregoing uses:
Activity or Nature of Expenditure	Approximate Amount
Exploration –Shovelnose property(1)			$9,544,140
Exploration–remaining SBGB properties(2)			$393,360
Elimination of working capital deficit			$500,000
Working Capitaland generaland administrative expenses(4)			$1,494,720
Total		$11,932,220

_______ (1) Exploration on the Shovelnose property is expected to include a 40,000 m drill program, at a cost of approximately $8,000,000 as well as data compilation, surveying, mapping and sampling programs, at a cost of approximately $676,500, plus an $867,650 allowance for contingencies. These exploration activities are anticipated to commence immediately and be completed by December 2021 .
(2) Exploration on the Company’s remaining mineral properties is expected to include data compilation, prospecting and soil sampling at the Prospect Valley project, at a cost of approximately $177,210, a prospecting program at the Skoonka project, at a cost of approximately $129,250 and permitting and prospecting at the Skoonka North project, at a cost of approximately $86,900. These exploration activities are anticipated to commence immediately and be completed by December 2021.
(3) General and administrative expenses are expected to include: salaries and benefits of $600,000, advertising and promotional costs of $250,000, professional fees of $125,000, rents of $120,000, administrative costs of $85,000, regulatory and filing fees of $100,000, travel costs of $60,000, insurance costs of $30,000, interest and bank fees of $15,000 and amortization costs of $8,000 plus a contingency of $101,720 for miscellaneous expenses or variances to an of the above, particularly travel costs should the circumstances of the COVID-19 pandemic improve to allow for further travel.
(4) These funds will be added to the working capital of the Company and invested in short-term interest-bearing obligations.

Bruce L. Laird, P. Geo. is the “qualified person” who supervised the preparation of the above use of proceeds and is of the view that proposed expenditure amounts in respect of the exploration work proposed to be completed at the SBGB projects is reasonable.

Should the Over-Allotment Option be exercised in whole or in part, the net proceeds from such exercise, if any, are expected to be used for working capital expenses.

The Company’s average monthly expenditures for general and administrative costs is approximately $100,000. As at September 30, 2020, the Company’s cash position was approximately $3,585,000 and the Company’s working capital position was approximately $2,385,000. As of the date of this Prospectus, the Company’s cash position is nil and has a working capital deficit of approximately $500,000.

The Company currently has no agreements to make specific acquisitions and no defined intention to incur capital expenditures other than disclosed in this Prospectus. The Company intends to analyze and consider potential acquisitions in the future that may fit with the Company’s mineral property portfolio.

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The Company may obtain funding for the above activities from sources other than the Offering. The Company may also use funding from equity financing or credit facilities for the provision of working capital and exploration expenditures.

The Company intends to spend the net funds available to it as stated in this Prospectus. However, there may be situations where, after giving consideration to strategies relative to the market, development and changes in the industry and regulatory landscape, as well as other conditions relevant at the applicable time, a reallocation of funds is necessary in order for the Company to achieve its overall business objectives. If such a change occurs during distribution of the securities offered under this Prospectus, the Company may have broad discretion in the application of such net proceeds and, if required, an amendment to this Prospectus will be filed. Pending utilization of the net proceeds derived from the Offering, the Company intends to invest the funds in short-term, interest bearing obligations at the determination of the Company’s Chief Financial Officer. Unallocated funds will be added to the working capital of the Company.

Negative Operating Cash Flow

As of the date of this Prospectus, the Company is in the exploration stage with respect to its mineral property interests and has not, as yet, achieved commercial production. Since inception, the Company has had negative operating cash flow and incurred losses, despite generating revenues. The Company’s negative operating cash flow and losses are expected to continue for the foreseeable future. The Company cannot predict when it will reach positive operating cash flow, if ever and will continue to require additional funding in order to fund continued operation. Due to the expected continuation of negative operating cash flow, the Company anticipates that the net proceeds from the Offering will be used to fund future negative operating cash flow.

Stated Business Objectives and Milestones

The use of the net proceeds of the Offering by the Company described above is consistent with the accomplishment of the Company’s stated business objective of focusing its exploration efforts on the exploration and development of the Shovelnose prospect of the SBGB project for the purposes of defining a mineral resource estimate. While the Company believes that it has the skills and resources necessary to accomplish its stated business objectives, participation in the exploration for and development of mineral properties has a number of inherent risks. See the risk factors described under “ Risk Factors ” herein and in the Company’s AIF for factors that may impact the timing and success of the Company’s exploration programs in connection with its properties.

Assuming the completion of the Offering, management expects that such exploration programs will start immediately.

The Company may require additional financing from sources other than the Offering to accomplish some or all of the objectives stated above. The Company may also use funding from equity financing or credit facilities for the provision of working capital and expansion and acquisition activities. The ability of the Company to raise additional capital will depend, in part, upon the success of its existing operations and conditions in the capital markets at the time. An inability to raise additional capital following the Offering may have an adverse effect on the Company’s business and financial condition as well as its ability to further its exploration objectives.

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PLAN OF DISTRIBUTION

The Offering

Pursuant to the terms and conditions contained in the Underwriting Agreement, the Company has agreed to sell and the Underwriter has agreed to purchase, as principal, on a “bought deal” basis, on the Closing Date, 18,590,000 Units at a price of $0.70 per Unit for gross proceeds of $13,013,000. This Prospectus qualifies the distribution of the Units to the purchasers in each of the provinces of Canada, except Quebec. Each Unit consists of one Unit Share and one half of one Warrant. Each Warrant will entitle the holder to acquire one Warrant Share at a price of $1.00 per Warrant Share, subject to adjustment in certain events, for a period of two years following the Closing Date. The Warrants will be created and issued pursuant to the terms of the Warrant Indenture to be dated as of the Closing Date and to be entered into between the Company and the Warrant Agent.

Subscriptions for the Units will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. At the closing, the Units, which are immediately separable into Unit Shares and Warrants, distributed under this Prospectus will be available for delivery in book-entry form or the non-certificated inventory system of CDS or, its nominee, and will be deposited with CDS on the closing of the Offering (subject to certain limited exceptions). Purchasers of Units will receive only a customer confirmation from the Underwriter as to the number of Units subscribed for (subject to certain limited exceptions). Certificates representing the Unit Shares and Warrants in registered and definitive form will be issued in certain limited circumstances.

There is currently no market through which the Warrants may be sold and purchasers may not be able to resell Warrants purchased under this short form prospectus. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants, and the extent of issuer regulation. See “ Risk Factors ”.

Determination of Price

The price of the Units and the commission payable to the Underwriter was established through negotiation between the Company and the Underwriter, with regard for the context of the market.

Units sold by the Underwriter to the public will initially be offered at the Offering Price. After the Underwriter has made a reasonable effort to sell all of the Units at the Offering Price, the Underwriter may change the Offering Price and the other selling terms to an amount not greater than the Offering Price. Pursuant to the Underwriting Agreement, the Underwriter is obligated to purchase the Units at the prices and upon the terms stated therein and, as a result, bear any risk associated with changing the Offering Price or other selling terms.

Over-Allotment Option

In addition, the Underwriter has been granted the Over-Allotment Option exercisable, in whole or in part, at any time on or before the date which is 30 days following the Closing Date, to sell up to an additional 15% of the Units sold pursuant to the Offering at the Offering Price.

The Over-Allotment Option is exercisable by the Underwriter giving notice in writing to the Company prior to the expiry of the Over-Allotment Option, which notice shall specify the number of Units to be sold. This Prospectus qualifies the grant of the Over-Allotment Option and the issuance of the Unit Shares and Warrants forming part of the Units issuable upon exercise of the Over-Allotment Option, as well as

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the Warrant Shares. A purchaser who acquires Units forming part of the over-allotment position acquires such Units under this Prospectus regardless of whether the over-allotment position if filled through the exercise of the Over-Allotment Option or secondary market purchases.

Appointment of the Underwriter

Pursuant to the Underwriting Agreement, the Company has agreed to sell, and the Underwriter has agreed to purchase, on the Closing Date, the Units at the Offering Price, payable in cash (net of commission and the costs and expenses of the Underwriter) to the Company, against delivery of the Units, subject to compliance with all necessary legal requirements and to the conditions contained in the Underwriting Agreement.

The obligations of the Underwriter under the Underwriting Agreement may be terminated at its discretion upon the occurrence of certain stated events as set out in the Underwriting Agreement. The Underwriter is, however, obligated to take up and pay for all of the Units (other than the Over-Allotment Option) if any of the Units are purchased under the Underwriting Agreement. The Underwriter may terminate its obligations under the Underwriting Agreement at its discretion on the basis of a “material change out”, “disaster out”, “regulatory out”, “breach out” and upon the occurrence of certain other stated events.

The Underwriter reserves the right, at no additional cost to the Company, to offer selling group participation in the normal course of the brokerage business to selling groups or other licensed dealers and investment dealers, who may or may not be offered part of the Underwriter’s Commission derived from the Offering.

Other than the offering expenses disclosed elsewhere in this Prospectus and payments to be made to the Underwriter as disclosed in this section, there are no payments in cash, securities or other consideration being made, or to be made, to a promoter, finder, or any other person or company in connection with the Offering.

The directors, officers and other insiders of the Company may purchase Units from the Offering.

The Company is not a related or connected issuer (as such terms are defined in National Instrument 33105- Underwriting Conflicts ) to the Underwriter.

Underwriter Compensation

Under the terms of the Underwriting Agreement, the Company has agreed to pay the Underwriter’s Commission of 6% of the aggregate gross proceeds of the Offering, payable in cash. The Company has also agreed to reimburse the Underwriter for its reasonable expenses in connection with the Offering.

Indemnity and Contribution

Under the Underwriter Agreement, the Company has agreed to indemnify and hold harmless the Underwriter and their officers, directors, employees and agents against certain liabilities and expenses, including civil liabilities under Canadian provincial securities legislation, or to contribute to any payments the Underwriter may be required to make in respect thereof.

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Closing of the Offering

Subscriptions will be received for Units offered hereby subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time.

It is expected that the Closing Date will occur on or about February 4, 2020, or such earlier or later date to which the Company and the Underwriter may agree, but in any event not later than 42 days after the date of the final receipt for the (final) short form prospectus.

Price Stabilization and Short Positions

Subject to applicable laws, the Underwriter may, in connection with the Offering, effect transactions which stabilize or maintain the market price for the Common Shares at levels other than those which otherwise might prevail in the open market.

Pursuant to the policy statements of certain Canadian securities regulators, the Underwriter may not, at any time during the period ending on the date of the selling process for the Units ends and all stabilization arrangements relating to the Units are terminated, bid for or purchase Common Shares. The foregoing restrictions are subject to certain exceptions, including (a) a bid for or purchase of Common Shares if the bid or purchase is made through the facilities of the TSXV in accordance with the Universal Market Integrity Rules of Investment Industry Regulatory Organization of Canada, (b) a bid or purchase on behalf of a client, other than certain prescribed clients, provided that the client’s order was not solicited by the Underwriter, or if the client’s order was solicited the solicitation occurred before the period of distribution as prescribed by the rules, and (c) a bid or purchase to cover a short position entered into prior to the period of distribution as prescribed by the rules. Subject to the foregoing and applicable exemptions, the Underwriter may engage in market stabilization or market balance activities on the TSXV where the bid for or purchase of Shares is for the purpose of maintaining a fair and orderly market in the Shares, subject to price limitations applicable to such bids or purchases. Such transactions, if commenced, may be discontinued at any time. Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of the Common Shares while this Offering is in progress. As a result of these activities, the price of the Units may be higher than the price that otherwise might exist in the open market.

Listing

The Company will apply to list the securities distributed under this prospectus, including the Warrants, on the TSXV. Listing will be subject to the Company fulfilling all the listing requirements of the TSXV.

No Sales of Similar Securities

Pursuant to the Underwriting Agreement, the Company and each of its senior officers and directors will not (and in the case of any person other than the Company, have executed lock-up agreements in favour of the Underwriter, pursuant to which each will agree not to), directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any common shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire common shares or other equity securities of the Company for a period of 90 days after the Closing Date, without the prior written consent of the Underwriter, such consent not to be unreasonably withheld or delayed, except, as applicable in the case of the Company or the applicable person, in conjunction with: (i) the grant of stock

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options and other similar issuances pursuant to the share incentive plan of the Company and other share compensation arrangements, provided that the exercise price thereof shall not be less than the offering price of the Units; (ii) the exercise of outstanding stock options and warrants; (iii) the issuance of securities by the Company in connection with acquisitions in the normal course of business; (iv) a sale by the senior officers or directors of the Company of common shares not exceeding in aggregate 2,000,000 shares issued as a result of previously exercise stock options; or (v) in the case of a person other than the Company, in order to accept a bona fide take-over bid made to all securityholders of the Company or similar business combination transaction.

Alternative Transactions

In the event that the Company terminates the Underwriting Agreement prior to the completion of the Offering and the Company enters into an agreement with respect to an “alternative transaction” (as defined in the Underwriting Agreement) within six months from termination of the Underwriting Agreement, the Company is obligated to pay to the Underwriter all expenses related to the Offering and, promptly upon the closing of such alternative transaction, a fee equal to 100% of the commission that would have been otherwise payable upon the successful completion of the Offering (assuming gross proceeds of the Offering of $10 million). An ‘alternative transaction’ constitutes for this purpose, a transaction which does not provide for the completion of the Offering and includes: (i) any issuance or agreement to issue securities of the Company in excess of 10% of the total number of securities of the Company currently outstanding on a fully-diluted basis, or (ii) a merger, amalgamation, arrangement, business combination, take-over bid, insider bid, reorganization, joint venture, sale or exchange of all or substantially all of its assets or any similar transaction involving the Company with an arm’s length party.

Offers and Sales in the United States

The Units, the Unit Shares and the Warrants comprising the Units, and the Warrant Shares issuable upon exercise of the Warrants, have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and the Units, the Unit Shares and the Warrants may not be offered, sold or delivered, directly or indirectly, to, or for the account or benefit of, persons in the United States or U.S. Persons, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. The Underwriter has agreed that, except as permitted by the Underwriting Agreement and as expressly permitted by applicable United States federal and U.S. state securities laws, they will not offer or sell any of the Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons. The Underwriting Agreement permits the Underwriter to offer the Units, the Unit Shares and the Warrants outside the United States to non-U.S. Persons in compliance with Regulation S under the U.S. Securities Act. The Underwriting Agreement also permits the Underwriter, through U.S. registered broker-dealers, to offer and resell the Units, the Unit Shares and the Warrants to, or for the account or benefit of, persons in the United States and U.S. Persons where such persons are “qualified institutional buyers”, as such term is defined in Rule 144A under the U.S. Securities Act (“ Rule 144A ”), in compliance with Rule 144A and applicable U.S. state securities laws. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons. In addition, until 40 days after the commencement of the Offering, an offer or sale of such securities within the United States by a dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act, unless such offer or sale is made pursuant to an exemption from registration under the U.S. Securities Act.

The Warrants will not be exercisable by, or on behalf of, a person in the United States or a U.S. Person, nor will certificates representing the Warrant Shares issuable upon exercise of the Warrants be registered

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or delivered to an address in the United States, unless an exemption from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws is available and the Company has received an opinion of counsel of recognized standing to such effect in form and substance satisfactory to the Company; provided, however, that a holder who purchased Units in the Offering to, or for the account or benefit of, persons in the United States or U.S. Persons will not be required to deliver an opinion of counsel in connection with the exercise of Warrants that are a part of those Units.

The Unit Shares, the Warrants and the Warrant Shares issuable upon exercise of the Warrants issued to, or for the account or benefit of, persons in the United States or U.S. Persons will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act.

Terms used and not otherwise defined in the three preceding paragraphs shall have the meanings ascribed to them by Regulation S under the U.S. Securities Act.

DESCRIPTION OF SECURITIES DISTRIBUTED

Authorized and Issued Share Capital

The authorized capital of the Company consists of an unlimited number of Common Shares without nominal or par value. As at the date of this prospectus there are 104,822,409 Common Shares issued and outstanding as fully paid and non-assessable shares.

Common Shares

There are no special rights or restrictions of any nature attached to the Common Shares. The holders of Common Shares are entitled to receive notice of and to attend and vote at all meetings of shareholders of the Company and each Common Share shall confer the right to one vote in person or by proxy at all meetings of the shareholders of the Company. The holders of the Common Shares are entitled to receive dividends if, as and when declared by the directors and, subject to the rights of holders of any shares ranking in priority to or on a parity with the Shares, to participate ratably in any distribution of property or assets upon the liquidation, winding-up or other dissolution of the Company. The Common Shares are not subject to call or assessment rights, redemption rights, rights regarding purchase for cancellation or surrender, or any pre-emptive or conversion rights.

In addition, 7,730,589 Common Shares are reserved for issuance under stock options granted to directors, officers, employees and consultants and 3,284,668 Common Share purchase warrants are outstanding.

Options

The Company has granted 7,730,589 stock options to acquire Common Shares to directors, officers, employees and consultants of the Company under its stock option plan at exercise prices ranging from $0.10 to $1.20 per Common Share and expiring on dates ranging from April 13, 2022 to August 10, 2025.

Securities to be Distributed

The Offering consists of Units offered at the Offering Price of $0.70 per Unit.

Each Unit will comprise one Unit Share and one half of one Warrant. The Units will separate into Unit Shares and Warrants immediately upon issue.

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The securities to be distributed pursuant to the Offering hereunder are qualified by this Prospectus and are more particularly described under the heading “ Plan of Distribution ”.

Warrants

The Company has previously issued share purchase warrants to acquire up to 3,284,668 Common Shares at an exercise price of $1.50 per Common Share and expiring on dates ranging from October 2, 2021 to October 8, 2021.

The following is a summary of the material attributes and characteristics of the Warrants. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the terms of the Warrant Indenture (as defined below), which will be filed with the applicable Canadian securities regulatory authorities and available on SEDAR at www.sedar.com

Each whole Warrant issued pursuant to the Offering will entitle the holder thereof to purchase one Warrant Share, subject to adjustment in certain circumstances, at a price of $1.00 per Warrant Share, at any time at or prior to the close of business on the date that is two years from the Closing Date, at which time the Warrants will become null and void. The exercise price for the Warrants will be payable in Canadian dollars. For greater certainty, all Warrants, including the Warrants issued pursuant to, or in connection with, the Over-Allotment Option, will expire on the same expiry date, two years from the Closing Date.

The Warrants forming part of the Units will be issued pursuant to, and will be governed by, a warrant indenture (the “ Warrant Indenture ”) to be entered into between the Company and Computershare Trust Company of Canada (the “ Warrant Agent ”) as of the Closing Date. For greater certainty, the Warrant Indenture will also govern the Warrants issued pursuant to, or in connection with, the Over-Allotment Option. The Company will appoint the principal transfer offices of the Warrant Agent in Vancouver, British Columbia as the location at which the Warrants may be surrendered for exercise, transfer or exchange.

The Warrants may be issued in uncertificated form. Any Warrants issued in certificate form shall be evidenced by a warrant certificate in the form attached to the Warrant Indenture. All Warrants issued in the name of CDS may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book-entry position on the register of warrantholders to be maintained by the Warrant Agent at its principal offices in Vancouver, British Columbia.

The Warrant Indenture will, among other things, include provisions for the appropriate adjustment in the class, number and price of the Warrant Shares to be issued upon exercise of the Warrants upon the occurrence of certain events, including any subdivision, consolidation or reclassification of the Shares, the payment of stock dividends and the amalgamation of the Company.

No adjustment in the exercise price or the number of Warrant Shares purchasable upon the exercise of the Warrants will be required to be made unless the cumulative effect of such adjustment or adjustments would change the exercise price by at least 1% or the number of Warrant Shares purchasable upon exercise by at least one one-hundredth of a Warrant Share.

The Company will also covenant in the Warrant Indenture that, during the period in which the Warrants are exercisable, the Company will give notice to holders of Warrants of certain stated events, including events that would result in an adjustment to the exercise price for the Warrants or the number of Warrant

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Shares issuable upon exercise of the Warrants, at least 10 days prior to the record date or effective date, as the case may be, of such event.

No fractional Warrant Shares will be issuable upon the exercise of any Warrants, and no cash or other consideration will be paid in lieu of fractional shares. Any subscription for fractional Warrant Shares will be deemed to be a subscription for the next smallest whole number of Warrant Shares. Holders of Warrants will not have any voting or pre-emptive rights or any other rights which a holder of Shares would have.

From time to time, the Company and the Warrant Agent, without the consent of the holders of Warrants, may amend or supplement the Warrant Indenture for certain purposes, including curing defects or inconsistencies or making any change that does not adversely affect the rights of any holder of Warrants. Any amendment or supplement to the Warrant Indenture that adversely affects the interests of the holders of the Warrants may only be made by “extraordinary resolution”, which will be defined in the Warrant Indenture as a resolution either:

passed at a meeting of the holders of Warrants at which there are holders of Warrants present in person or represented by proxy representing at least 10% of the aggregate number of the then outstanding Warrants and passed by the affirmative vote of holders of Warrants representing not less than 66 2 /3% of the aggregate number of all the then outstanding Warrants represented at the meeting and voted on the poll upon such resolution; or
adopted by an instrument in writing signed by the holders of Warrants representing not less than 66 2 /3% of the aggregate number of all the then outstanding Warrants.

The Warrants and the Warrant Shares have not been registered under the U.S. Securities Act or any U.S. state securities laws and the Warrants will not be exercisable by, or on behalf of, or for the account or benefit of, a person in the United States or a U.S. person, nor will certificates representing the Warrant Shares issuable upon exercise of the Warrants be registered or delivered to an address in the United States, unless an exemption from registration under the U.S. Securities Act and any applicable U.S. state securities laws is available and the Company has received an opinion of counsel of recognized standing or other evidence to such effect in form and substance reasonably satisfactory to the Company.

PRIOR SALES

The following table summarizes the issuances of Common Shares or securities convertible into Common Shares for the 12-month period prior to the date of this Prospectus:

Date Issued June 16, 2020 July 14, 2020 September 17, 2020 December 8, 2020 December 9, 2020 December 29, 2020	Securities Common Shares(1) Common Shares(2) Common Shares(2) Common Shares(2) Common Shares(2) Common Shares(2)	Number of Securities Issued/Issuable 5,447,700 75,000 150,000 100,000 100,000 2,000,000	Price/Deemed Price/Exercise Price of Security
			$0.95 $0.14 $0.85 $0.05 $0.05 $0.05

Notes :

(1) Issued as flow through shares pursuant to an underwriting agreement dated June 16, 2020.

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(2) Issued on exercise of stock options.

MARKET FOR SHARES

The Common Shares are listed and posted for trading on the TSX Venture Exchange under the trading symbol “WHN”. The following tables set forth the price range per share and trading volume for the Company on the TSXV for 12 months prior to the date of this Prospectus:

Date February 2021 January 2021 December 2020 November 2020 October 2020 September 2020 August 2020 July 2020 June 2020 May 2020 April 2020 March 2020 February 2020	Price Range Per Common Share($) High Low 0.77 0.64 0.73 0.68 0.90 0.75 0.92 0.77 0.94 0.78 1.18 0.78 1.25 0.69 0.94 0.66 1.10 0.76 1.05 0.68 0.88 0.69 0.71 0.435 0.71 0.35	Volume
	High 0.77 0.73 0.90 0.92 0.94 1.18 1.25 0.94 1.10 1.05 0.88 0.71 0.71
		1,913,687 444,500 3,107,500 2,361,203 1,830,755 3,941,934 3,653,724 2,155,240 3,138,401 1,803,138 1,349,992 1,388,958 2,565,541

Note:

(1) Up to and including February 26, 2021, being the trading date prior to the date of the filing of this Prospectus.

On February 26, 2021, the last trading day prior to the announcement of the Offering, the closing price of the Common Shares on the TSXV was $0.70.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date of this short form prospectus, a summary of the principal Canadian federal income tax considerations generally applicable to an investor who acquires a Unit, consisting of one Unit Share and one-half of one Warrant pursuant to the Offering and (if applicable) Warrant Shares upon the exercise of Warrants.

This summary applies only to a holder who is a beneficial owner of Unit Shares and Warrants acquired pursuant to this Offering, and who, for the purposes of the Tax Act, and Regulations and at all relevant times, deals at arm’s length with the Company and the Underwriter, is not “affiliated” (within the meaning of the Tax Act) with the Company or the Underwriter and who acquires and holds the Unit Shares and any Warrant Shares acquired on the exercise of Warrants (for the purpose of this summary, sometimes collectively referred to as “ Shares ”), and Warrants, as capital property (a “ Holder ”). Generally, the Shares and Warrants will be considered to be capital property to a Holder thereof provided that the Holder does not use or hold the Shares or Warrants in the course of carrying on a business of trading or dealing in securities and such Holder has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

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This summary does not apply to a Holder (i) that is a “financial institution” for the purposes of the markto-market rules contained in the Tax Act; (ii) that is a “specified financial institution” as defined in the Tax Act; (iii) an interest in which would be a “tax shelter investment” as defined in the Tax Act; (iv) that has made a functional currency reporting election under the Tax Act; (v) that is exempt from tax under the Tax Act; or (vi) that has entered or will enter into a “derivative forward agreement” or “synthetic disposition arrangement”, as those terms are defined in the Tax Act, with respect to the Shares or Warrants. Such Holders should consult their own tax advisors with respect to an investment in Unit Shares and Warrants.

Additional considerations, not discussed herein, may be applicable to a Holder that is a corporation resident in Canada or a corporation that does not deal at arm’s length, for purposes of the Tax Act, with a corporation resident in Canada, and is, or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of the Units, controlled by a non-resident person, or group of non-resident persons not dealing with each other at arm’s length, for purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such Holders should consult their tax advisors with respect to the consequences of acquiring Units.

This summary does not address the deductibility of interest by a Holder who has borrowed money or otherwise incurred debt in connection with the acquisition of the Units.

This summary is based upon the current provisions of the Tax Act and the Regulations, counsel’s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the “ CRA ”) and all specific proposals to amend the Tax Act and the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “ Tax Proposals ”). This summary assumes that the Tax Proposals will be enacted substantially as proposed; however, no assurance can be given that the Tax Proposals will be enacted as proposed or at all. This summary does not otherwise take into account or anticipate any changes in law or the CRA’s administrative policies or assessing practices, whether by legislative, governmental or judicial decision or action, nor does it take into account other federal or any provincial, territorial or foreign tax legislation or considerations.

This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. Accordingly, Holders should consult their own tax advisors with respect to their particular circumstances.

Allocation of Purchase Price of Units

The Offering Price must be allocated on a reasonable basis between the Unit Share and the one-half of one Warrant comprising a Unit to determine the cost of each to the Holder for purposes of the Tax Act. For its purposes, the Company intends to allocate $0.699 of the Offering Price as consideration for the issue of each Unit Share and $0.001 of the Offering Price of each Unit as consideration for the issue of each one-half of one Warrant. Although the Company believes that this allocation is reasonable, it is not binding on the CRA or the Holder, and counsel expresses no opinion with respect to such allocation. The Holder’s adjusted cost base of the Unit Share comprising a part of each Unit will be determined by averaging the cost allocated to the Unit Share with the adjusted cost base to the Holder of all Common Shares owned by the Holder as capital property immediately prior to such acquisition.

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Exercise of Warrants

The exercise of a Warrant to acquire a Warrant Share will be deemed not to constitute a disposition of property for purposes of the Tax Act. As a result, no gain or loss will be realized by a Holder upon the exercise of a Warrant to acquire a Warrant Share. When a Warrant is exercised, the Holder’s cost of the Warrant Share acquired thereby will be equal to the aggregate of the Holder’s adjusted cost base of such Warrant and the exercise price paid for the Warrant Share. The Holder’s adjusted cost base of the Warrant Share so acquired will be determined by averaging the cost of the Warrant Share with the adjusted cost base to the Holder of all Common Shares owned by the Holder as capital property immediately prior to such acquisition.

Residents of Canada

The following section of this summary is generally applicable to a Holder who, for the purposes of the Tax Act, is or is deemed to be resident in Canada at all relevant times (“ Resident Holder ”). A Resident Holder whose Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election permitted by subsection 39(4) of the Tax Act to deem the Shares, and every other “Canadian security” (as defined in the Tax Act), held by such person, in the taxation year of the election and each subsequent taxation year to be capital property. This election does not apply to Warrants. Resident Holders should consult their own tax advisors regarding this election.

Expiry of Warrants

In the event of the expiry of an unexercised Warrant, a Resident Holder generally will realize a capital loss equal to the Resident Holder’s adjusted cost base of such Warrant. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading “ Capital Gains and Capital Losses ”.

Dividends

Dividends received or deemed to be received on the Shares will be included in computing a Resident Holder’s income. In the case of an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules normally applicable in respect of “taxable dividends” received from a corporation resident in Canada. An enhanced dividend tax credit will be available to individuals (other than certain trusts) in respect of “eligible dividends” designated by the Company to the Resident Holder in accordance with the provisions of the Tax Act. There may be limitations on the ability of the Company to designate dividends as “eligible dividends”.

Dividends received or deemed to be received on the Shares by a Resident Holder that is a corporation must be included in computing its income but generally will be deductible in computing its taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a “private corporation” (defined in the Tax Act) or a “subject corporation” (as defined for the purposes of Part IV), may be liable to pay a refundable tax under Part IV of the Tax Act on dividends received or deemed to be received on the Shares to the extent such dividends are deductible in computing taxable income for the year.

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Dispositions of Shares and Warrants

Upon a disposition or a deemed disposition of a Share (other than to the Company unless purchased by the Company in the open market in the manner in which shares are normally purchased by a member of the public in an open market) or a Warrant (other than on the exercise thereof), a Resident Holder generally will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, are greater (or are less) than the adjusted cost base of such security to the Resident Holder. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading “ Capital Gains and Capital Losses ”.

Capital Gains and Capital Losses

Generally, a Resident Holder is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a “ taxable capital gain ”) realized in the year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss (an “ allowable capital loss ”) realized in a taxation year from taxable capital gains realized in the year by such Resident Holder. Allowable capital losses in excess of taxable capital gains realized in a taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any following taxation year against taxable capital gains realized in such year to the extent and under the circumstances described in the Tax Act.

The amount of any capital loss realized on the disposition or deemed disposition of Shares by a Resident Holder that is a corporation may be reduced by the amount of dividends received or deemed to have been received by it on such shares or shares substituted for such shares, to the extent and in the circumstances specified by the Tax Act. Similar rules may apply where a Share is owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

A Resident Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act) also may be liable to pay an additional refundable tax on its “aggregate investment income” (as defined in the Tax Act) for the year which will include taxable capital gains.

Minimum Tax

Capital gains realized and dividends received by a Resident Holder that is an individual or a trust, other than certain specified trusts, may give rise to minimum tax under the Tax Act. Resident Holders should consult their own advisors with respect to the application of the minimum tax.

Non-Residents of Canada

The following section of this summary is generally applicable to Holders who for the purposes of the Tax Act and at all relevant times (i) are not, and are not deemed to be, resident in Canada; and (ii) do not use or hold (or be deemed to use or hold) the Shares or Warrants in carrying on a business in Canada (“ NonResident Holders ”).

Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere or is an “authorized foreign bank” (as defined in the Tax Act). Such Non-Resident Holders should consult their own tax advisors.

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Dividends

Dividends paid or credited or deemed to be paid or credited to a Non-Resident Holder by the Company on any Shares will be subject to Canadian withholding tax at the rate of 25% on the gross amount of the dividend unless such rate is reduced by the terms of an applicable income tax treaty or convention. Under the Canada-United States Tax Convention (1980) , as amended (the “ Treaty ”), the rate of withholding tax on dividends paid or credited to a Non-Resident Holder who is resident in the U.S. for purposes of the Treaty, is the beneficial holder of the dividends, and is fully entitled to benefits under the Treaty (a “ U.S. Holder ”) is generally limited to 15% of the gross amount of the dividend (or 5% in the case of a U.S. Holder that is a company beneficially owning at least 10% of the Company’s voting shares).

Dispositions of Shares and Warrants

A Non-Resident Holder generally will not be subject to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of a Share or a Warrant, nor will capital losses arising therefrom be recognized under the Tax Act, unless the Share or Warrant constitutes “taxable Canadian property” to the Non-Resident Holder for purposes of the Tax Act, and the gain is not exempt from tax pursuant to the terms of an applicable income tax treaty or convention.

Provided the Shares are listed on a “designated stock exchange”, as defined in the Tax Act (which currently includes the Tiers 1 and 2 of the TSXV), at the time of disposition, the Shares and Warrants generally will not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time during the 60 month period immediately preceding the disposition of such Shares or Warrants, as applicable, the following two conditions are met concurrently: (i) the Non-Resident Holder, persons with whom the Non-Resident Holder did not deal at arm’s length, partnerships in which the Non-Resident Holder or such non-arm’s length person holds a membership interest (either directly or indirectly through one or more partnerships), or the Non-Resident Holder together with all such persons and partnerships, owned 25% or more of the issued shares of any class or series of shares of the Company; and (ii) more than 50% of the fair market value of the Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource properties” (as defined in the Tax Act), “timber resource properties” (as defined in the Tax Act) or an option in respect of, an interest in, or for civil law, a right in such properties, whether or not such property exists. Notwithstanding the foregoing, a Share or Warrant may otherwise be deemed to be taxable Canadian property to a Non-Resident Holder for purposes of the Tax Act in certain circumstances. A Non-Resident Holder’s capital gain (or capital loss) in respect of a disposition of Shares or Warrants that constitute or are deemed to constitute taxable Canadian property to a Non-Resident Holder (and are not “treatyprotected property” as defined in the Tax Act) will generally be computed in the manner described above under the subheading “ Residents of Canada — Dispositions of Shares and Warrants ” and “Residents of Canada – Capital Gains and Capital Losses” . Non-Resident Holders whose Shares or Warrants are taxable Canadian property should consult their own tax advisors regarding the tax and compliance considerations that may be relevant to them.

Non-Resident Holders whose securities are taxable Canadian property should consult their own advisors. .

RISK FACTORS

An investment in the Units involves a high degree of risk and must be considered highly speculative due to the nature of the Company’s business and is only suitable for investors who are willing and can afford to risk a loss of their entire investment. Prospective investors should give carefully

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consideration, in light of their own financial circumstances, to all of the information contained and incorporated or deemed to be incorporated by reference in this Prospectus before purchasing Securities offered under this Prospectus, and in particular should give special consideration to the risk factors below and in the section entitled “Forward-Looking Information” above and included in the AIF and those described in a document incorporated by reference in this Prospectus (including subsequently filed documents incorporated by reference), and consult their own experts where necessary.

There are certain risks inherent in an investment in the Units and in the activities of the Company, in addition to those risks described under “ Forward-Looking Statements ” and the additional risks described below, which investors should carefully consider before investing in the Units including but not limited to: risk relating to mineral exploration generally, title risks, uncertainties about aboriginal rights, infrastructure risks, environmental risks, commodity price risks lack of mineral resources and reserves, competitive risks, regulatory risks, permitting risks, uninsured risks, limited business history, labour risks, dependence on management personnel, reliance on availability and performance of consultants global economic, political and social conditions; contagious disease and COVID-19 (Coronavirus); financing risk, market risks, negative cash flow risks, dilution, dividends, litigation, conflicts of interest and other risks and hazards.

For a description of additional risks relating to the Company and its business, see “ Risk Factors ” in the 9 AIF, which is incorporated by reference herein.

The risks and uncertainties set out above and below and incorporated by reference herein are not the only ones facing the Company. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems immaterial, may also impair the Company’s operations. If any of the risks actually occur, the Company’s business, financial condition and operating results could be adversely affected. As a result, the trading price of the Common Shares could decline and investors could lose part or all of their investment. The Company’s business is subject to significant risks and past performance is no guarantee of future performance.

Risks Relating to the Offering

Completion of the Offering

Completion of the Offering remains subject to a number of conditions precedent. There can be no certainty that the Offering will be completed. Failure by the Company to satisfy all of the conditions precedent to the Offering would result in the Offering not being completed. If the Offering is not completed, the Company may not be able to raise the funds required for the purposes contemplated under “ Use of Proceeds ” from other sources on commercially reasonable terms or at all.

Market for Securities

The price offered to the public for the Units and the number of Units to be issued have been determined by negotiations between the Underwriter and the Company. The price paid for each Unit may bear no relationship to the price at which the Common Shares will trade in the public market subsequent to the Offering. Additionally, there can be no assurances that an active market for the Common Shares will be sustained after the Offering. The Company cannot predict at what price the Common Shares will trade.

There is currently no market through which the Warrants may be sold. Even though the Company has agreed to use its commercially reasonable best efforts to file an application to list the Warrants on the

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TSXV, there can be no assurance that such listing application will be accepted by the TSXV, or that a secondary market for trading in the Warrants will develop or that any secondary market which does develop will continue. Also, there can be no assurances that any such secondary market will be active or liquid. To the extent that an active trading market for the Warrants does not develop, the liquidity and the trading prices for the Warrants may be adversely affected.

Volatility of Stock Markets

Securities markets experience a high level of price and volume volatility, and the market price of securities of many companies has experienced wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Factors unrelated to the financial performance or prospects of the Company include macroeconomic developments in North America and globally, and market perceptions of the attractiveness of particular industries.

These fluctuations may affect the ability of holders of the Securities to sell their securities at an advantageous price. The market price of such securities may decline even if the Company’s operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, the Company’s operations could be adversely impacted and the trading price of the Shares may be materially adversely affected.

If an active market for such securities does not continue, the liquidity of an investor’s investment may be limited and the price of such securities may decline below the price at which the Securities are issued. If such a market does not develop, investors may lose their entire investment in the Securities.

As a result of any of these factors, the market price of the securities of the Company at any given point in time may not accurately reflect the long-term value of the Company.

COVID-19 Pandemic

In December 2019, a novel strain of coronavirus known as COVID-19 surfaced in Wuhan, China, and has spread around the world, resulting in business and social disruption. COVID-19 was declared a worldwide pandemic by the World Health Organization on March 11, 2020. The speed and extent of the spread of COVID-19, and the duration and intensity of resulting business disruption and related financial and social impact, are uncertain, and such adverse effects may be material.

Efforts to slow the spread of COVID-19 could severely impact the operation and development of the Company’s projects. To date, a number of governments have declared states of emergency and have implemented restrictive measures such as travel bans, quarantine and self-isolation. If the operation or development of one or more of the Company’s properties is disrupted or suspended as a result of these or other measures, it may have a material adverse impact on the Company’s profitability, results of operations, financial condition and stock price.

While governmental agencies and private sector participants will seek to mitigate the adverse effects of COVID-19, and the medical community is seeking to develop vaccines and other treatment options, the efficacy and timing of such measures is uncertain. The actual and threatened spread of COVID-19 globally could adversely affect global economies and financial markets resulting in a prolonged economic downturn and a decline in the value of the Company’s stock price. The extent to which COVID-19 (or

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any other disease, epidemic or pandemic) impacts business activity or financial results, and the duration of any such negative impact, will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning COVID-19 and the actions required to contain or treat its impact, among others.

Use of Proceeds

The Company currently intends to use the net proceeds from the Offering as set forth under “ Use of Proceeds ”; however, the Company maintains broad discretion concerning the use of the net proceeds of the Offering as well as the timing of their expenditure. The Company may re-allocate the net proceeds of the Offering other than as described under the heading “ Use of Proceeds ” if management of the Company believes it would be in the Company’s best interest to do so and in ways that a purchaser may not consider desirable. Until utilized, the net proceeds of the Offering will be held in cash balances in the Company’s bank account or invested at the discretion of the board of directors. As a result, a purchaser will be relying on the judgment of management of the Company for the application of the net proceeds of the Offering. The results and the effectiveness of the application of the net proceeds are uncertain. If the net proceeds are not applied effectively, the Company’s results of operations may suffer, which could adversely affect the price of the Common Shares.

Shareholder Rights

Holders of Warrants will not be entitled to any rights with respect to the Common Shares (including, without limitation, voting rights and rights to receive any dividends or other distributions on the Common Shares, other than extraordinary dividends that the board of directors designates as payable to the holders of the Warrants), but if such a holder subsequently exercises its Warrants, such holder will be subject to all changes affecting the Common Shares. Rights with respect to the Common Shares will arise only if and when the Company delivers Common Shares upon the exercising of a Warrant. For example, in the event that an amendment is proposed to the Company’s constating documents requiring shareholder approval and the record date for determining the shareholders of record entitled to vote on the amendment occurs prior to delivery of Common Shares to a holder, such holder will not be entitled to vote on the amendment, although such holder will nevertheless be subject to any changes in the powers or rights of Common Shares that result from such amendment.

Investment Eligibility

The Company will endeavor to ensure that, following the issuance of the Units that the Unit Shares and the Warrants and the Warrant Shares continue to be qualified investments under the Tax Act for trusts governed by Registered Plans, however there can be no assurance that the conditions prescribed for the Unit Shares, Warrants and Warrant Shares to continue to be qualified investments will be adhered to at any particular time. The Tax Act imposes penalties for the acquisition or holding of non-qualified or prohibited investments.

Risk Factors Related to Dilution

The Company may issue additional securities in the future, which may dilute a shareholder’s holdings in the Company. The Company’s constating documents permit the issuance of an unlimited number of Common Shares. The Company’s shareholders do not have pre-emptive rights in connection with any future issuances of securities by the Company. The directors of the Company have discretion to determine the price and the terms of further issuances. Moreover, additional Common Shares will be issued by the

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Company on the exercise of options under its stock option plan and upon the exercise of outstanding convertible securities.

Additional Financing

The continued development of the Company will require additional financing. There is no guarantee that the Company will be able to achieve its business objectives. The Company intends to fund its future business activities by way of additional offerings of equity and/or debt financing as well as through anticipated positive cash flow from operations in the future. The failure to raise or procure such additional funds or the failure to achieve positive cash flow could result in the delay or indefinite postponement of current business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on terms acceptable to the Company. If additional funds are raised by offering equity securities, existing shareholders could suffer significant dilution. Any debt financing secured in the future could involve the granting of security against assets of the Company and also contain restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities, including potential acquisitions. The Company will require additional financing to fund its operations until positive cash flow is achieved. See “ Risk Factors – Negative Cash Flow from Operations ”.

Negative Cash Flow from Operations

The Company is an exploration stage company and has not generated cash flow from operations. The Company is devoting significant resources to the development of its properties, however there can be no assurance that it will generate positive cash flow from operations in the future. The Company currently has negative cash flow from operating activities and expects to continue to incur negative operating cash flow and losses until such time as it achieves commercial production.

Dividends

The Company does not anticipate paying any dividends on the Common Shares in the foreseeable future. Dividends paid by the Company would be subject to tax and, potentially, withholdings.

Any decision to declare and pay dividends in the future will be made at the discretion of the Company’s board of directors and will depend on, among other things, financial results, cash requirements, contractual restrictions and other factors that the Company’s board of directors may deem relevant. As a result, investors may not receive any return on an investment in the Securities unless they sell their securities of the Company for a price greater than that which such investors paid for them.

Forward-Looking Information may Prove Inaccurate

Investors are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking information or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate. See “ Forward-Looking Information ”.

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INTEREST OF EXPERTS

Experts

The NI 43-101 Technical Report titled “National Instrument 43-101 Technical Report on the Spences Bridge Group of Properties (SBG Group), Nicola and Kamloops Mining Divisions, British Columbia”, dated effective as of February 7, 2021 in respect of the SBGB properties has been filed with the Canadian securities regulatory authorities and is available electronically on the Company’s SEDAR profile at www.sedar.com. Reference should be made to the full text of the Technical Report and for a complete description of the assumptions, qualifications, references, reliances, and procedures associated with the information therein.

Information of a scientific or technical nature in the Technical Report, with an effective date of February 7, 2021, was prepared by Bruce L. Laird, P. Geo., who is a “qualified person” under NI 43-101. Mr. Laird is independent of the Company. As at the date hereof, Mr. Laid, beneficially owns, directly or indirectly, no securities of the Company. Mr. Laird is not currently expected to be elected, appointed or employed as a director of the Company or of an associate of affiliate of the Company.

Smythe LLP, the Company’s auditors, report that they are independent of the Company in accordance with the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

PROMOTERS

The Company has no promoters other than its directors and officers. During the last two financial years preceding this Prospectus, no assets have been acquired or are to be acquired by the Company from the directors and officers. Other than as described in this Prospectus, no promoter of the Company has received or will receive anything of value, including money, property, contracts, options or rights of any kind from the Company in respect of acting as a promoter of the Company, other than in relation to executive compensation.

RELATIONSHIP BETWEEN THE COMPANY AND THE UNDERWRITER

The Company is not a related or connected party (as such terms are defined in National Instrument 33105 Underwriting Conflict s) to the Underwriter.

AUDITOR, REGISTRAR AND TRANSFER AGENT

The auditor of the Company is Smythe LLP, Chartered Professional Accountants, Suite 1700-475 Howe St, Vancouver, British Columbia, V6C 2B3. The registrar and transfer agent of the Common Shares of the Company is Computershare Investor Services Inc, Suite 300-510 Burrard Street, Vancouver, British Columbia, V6C 3B9. The Warrant Agent in respect of the Warrants will be Computershare Trust Company of Canada, Suite 300-510 Burrard Street, Vancouver, British Columbia, V6C 3B9

OTHER MATERIAL FACTS

To management’s knowledge, there are no other material facts relating to the securities being distributed that are not otherwise disclosed in this prospectus, or are necessary in order for the prospectus to contain full, true and plain disclosure of all material facts relating to the Company and securities being distributed.

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PURCHASER’S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provide purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt, or deemed receipt, of a prospectus and any amendment. In several of the provinces, securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages where the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, or revisions of the price or damages, are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. A purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

In an offering of Units, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in this Prospectus is limited, in certain provincial securities legislation, to the price at which the Unit is offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon the exercise of the Warrants forming part of the Units, those additional amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal advisor.

LIST OF EXEMPTIONS

The Company has not applied for or received any exemption from National Instrument 44-101, “ Short Form Prospectus Distributions ” or National Instrument 41-101 “General Prospectus Requirements” , regarding this Prospectus or the distribution of its securities under this Prospectus.

LEGAL MATTERS

Certain legal matters in connection with this Offering will be passed upon by S. Paul Simson Law Corporation and by Blakes Cassels & Graydon LLP, on behalf of the Underwriter. As at the date hereof, the partners and associates of S. Paul Simpson Law Corporation, as a group and the partners and associates of Blakes Cassels & Graydon, as a group, each beneficially own, directly or indirectly, less than one percent of the outstanding Common Shares of the Company.

SIGNIFICANT ACQUISITIONS

The Company has not completed any significant acquisitions since the completion of the financial year ended December 31, 2019.

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CERTIFICATE OF THE COMPANY

March 1, 2021

This short form prospectus, together with the documents incorporated in this prospectus by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of each of the provinces of Canada, except the province of Québec.

(Signed) “Gareth Thomas” (Signed) “ Shaun Pollard ” Chief Executive Officer Chief Financial Officer Westhaven Gold Corp. Westhaven Gold Corp.

On behalf of the Board of Directors

(Signed) “D. Grenville Thomas ” (Signed) “ Victor Tanaka” Director Director Westhaven Gold Corp. Westhaven Gold Corp.

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CERTIFICATE OF THE UNDERWRITER

March 1, 2021

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated in this prospectus by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of each of the provinces of Canada, except the province of Québec.

RAYMOND JAMES LTD.

(Signed) “John Willett” John Willett Managing Director Mining Investment Banking

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AI assistant

Westhaven Gold Corp. — Capital/Financing Update 2021

46671_rns_2021-03-01_fef165e3-a739-4214-8fb3-6ce12cc1db81.pdf

SHORT FORM PROSPECTUS

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