Winston Gold Comments on Promotional Activities

WINNIPEG, September 4, 2019 - (CSE:WGC) (OTCQB:WGMCF) Winston Gold Corp. (“Winston” or the “Company”), announced today that it has been requested by the OTC Markets Group, Inc. (“OTC Markets”) to comment on recent promotional activity concerning its common shares.

On August 29, 2019, OTC Markets informed the Company that it had become aware of promotional literature encouraging investors to purchase the Company’s common shares and making certain statements regarding the potential returns on such investment, including certain promotional newsletter emails. The Company became aware of both the promotional activity, and its nature and content, the responsible parties, and the extent of the dissemination of the newsletter e-mail that was a part of the promotional activity on August 28, 2019. The Company has been informed that this promotional activity coincided with higher than average trading volume in the Company’s shares and a higher than average increase in the trading price of the Company’s shares.

On August 9, 2019, the Company was contacted by two of the third-parties involved in the promotional activities. On August 13, 2019, the Company only provided previously publicly disclosed information about the Company to these two third-parties and the Company was not provided with any draft promotional materials that were disseminated by such third parties. With the exception of these two third parties, the promotional materials about which OTC Markets inquired of the Company were prepared and disseminated by third parties unknown to the Company. The Company and its officers were not involved, directly or indirectly, in the preparation or dissemination of the promotional materials, made no payments in relation thereto, and has no agreements with the parties that prepared and disseminated them.

The Company and its officers have not, directly or indirectly, authorized or been involved in any way with the creation, distribution or payment of the promotional materials referenced above, including the promotional newsletters referenced above. The promotional materials referenced in OTC Market’s inquiry included contents of the Company’s website and from press releases that were issued by the Company. Neither the Company nor its officers reviewed or approved the editorial content that was a part of such promotional materials. The Company did not review or have any editorial control over any other materials and made no payments to any other third parties in relation thereto.

The Company has determined that certain statements included in these newsletters related to the Company and its business might be read as misleading and/or incomplete and readers should not place undue reliance on these newsletters. Specifically, the Company does not condone the use of sensational language to describe the Company’s business prospects or the growth potential of the Company’s industry. Further, the Company does not condone any comparison between the investment potential of the Company’s common shares and the actual price growth of the Company’s competitors or any comparison between the Company’s potential market cap growth and the actual growth of its competitors. The Company encourages investors to review the business and prospects of the Company on its own merits and not based on a comparison to the success of the Company’s competitors. The Company does not condone any statements made regarding the urgency of investing in the Company’s common shares or any other similar statements. Finally, the Company notes that investing in the Company’s securities involves certain risks and uncertainties which investors should review prior to making any investment decision. The Company encourages all investors to undertake proper due diligence and carefully consider all investment decisions. The Company directs potential investors to rely solely on its filings and disclosures made with Canadian securities regulators, available at www.sedar.com.

To the Company’s knowledge, after inquiry of its management, neither the Company, nor any of its officers, directors, controlling shareholders (shareholders owning 10 per cent or more of the Company’s securities) or any third party service providers have been involved with the creation or distribution of the promotional materials related to the Company and its securities.

On August 28, 2019, the Company issued 4,100,000 units (each a “Unit”) to certain directors and officers for gross proceeds of CAD$205,000 pursuant to a private placement. The Units were issued as part of a non-brokered private placement (the “August Private Placement”) of the Company consisting of 33,055,000 Units at a purchase price of $0.05 per Unit. Each Unit consists of one common share (a “Share”) in the capital of the Corporation and one share purchase warrant (a “Warrant”). Each full Warrant entitles the holder to purchase one additional Share in the capital of the Corporation for a period of 5 years from the date of issuance, at an exercise price of $0.10 per Share.

From the period beginning on May 30, 2019 and ending August 29, 2019, Joseph Carrabba, a director of the Company, acquired 3,008,100 Shares and 2,700,000 Warrants. This includes the Shares and Warrants comprising the 2,700,000 Units purchased by Mr. Carrabba in the August Private Placement.

Except for the above purchases by Mr. Carrabba, to the Company’s knowledge, after inquiry of its management, neither the Company, nor any of its officers, directors, controlling shareholders (shareholders owning 10 per cent or more of the Company’s securities) or any third party service providers have sold or purchased the Company’s securities within the past 90 days.

The Company has engaged Robert Lucas, Venturebanc Inc., Emerging Markets Consulting LLC, Revelers.IO and David Duggan for business development, financial advisory, corporate consulting, social media and public relations purposes. With the exception of two news release published by the Company and disseminated by Emerging Markets, the Company did not review or have any editorial control over any other materials and made no payments to any other third parties in relation thereto.

Since listing on the Canadian Securities Exchange on March 22, 2016, the Company has issued the following Shares and convertible instruments allowing conversion to equity securities at prices constituting a discount to the current market rate at the time of the issuance:

• August 3, 2016: 1,000,000 units at $0.10 per unit with each unit consisting of one Class A common share in the capital of the Company and one Class A common share purchase warrant. Each warrant entitled the holder to purchase one additional Share at a price $0.20 per Share on or before August 3, 2018.
• September 28, 2016: 16,999,932 Class A common shares of the Company at $0.15 per Class A common share.
• November 21, 2016: 5,968,750 Class A common shares of the Company at a price of $0.40 per Class A common share.

About Winston Gold Corp.

Winston Gold is a junior mining company focused on advancing high-grade, low cost mining opportunities into production. Towards that end, the Company has acquired an underexplored and under-exploited gold/silver mining opportunity, being the Winston project near Helena, Montana.

Winston Media Contact:

Murray Nye, Chief Executive Officer
murray@winstongold.com
(204) 989 2434

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

FORWARD LOOKING STATEMENTS

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to the business and operations of the Company. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, the Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

SOURCE: Winston Gold Corp.