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LWR.V ·

Lake Winn Announces Plan to Spin-Out Manitoba GOLD Projects into New Company

Mergers & Acquisitions

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LAKE WINN ANNOUNCES PLAN TO SPIN-OUT MANITOBA GOLD PROJECTS INTO NEW

COMPANY

Vancouver, British Columbia – July 12, 2023 – Lake Winn Resources Corp. (TSXV: LWR, OTC: EQTXF)

(the “Company”) is pleased to announce that the Company has initiated plans to spin -out (the “ Spin-

Out”) its Cloud and Quartz properties in Manitoba into a new exploration company, to be named Gold

Winn Resources Corp. (“ Gold Winn”). The Company intends to complete the Spin -Out by way of a Plan

of Arrangement (the “ PoA”) and apply for the listing of Gold Winn on a Canadian stock exchange (the

“Stock Exchange”). In connection with t he listing, it is intended that Gold Win n will complete one or

more non-brokered private placement s to fun d general working capital. Full det ails of the Spin -Out,

including anticipated capitalization structure and exchange ratio for the Company’s shareholders to

receive shares of Gold Winn , will be outlined in a subsequent news release and in a management

information circular to be distributed to the Company’s shareholders. The transaction will be subject to

shareholder, court, and applicable Stock Exchange approval.

About the Cloud Project

The Company acquired the Cloud Project on September 16, 2020 from W.S. Ferreira Ltd. (“ Ferreira

Ltd.”). The Cloud Project is located in the Flin Flon Gold Belt and comprises of eight mining claims as well

as an area of interest. The Company has drilled eight holes as part of a 1683 meter drill program on the

Cloud Project, completed in February of 2021.

About the Quartz Property

The Company acquired the Quartz Property on January 6, 2021 from Ferreira Ltd. The Quartz Property is

located near the southern shores of Rood, east of the Flin Flon Gold Belt and comprises of two mining

claims.

About Lake Winn

Lake Winn Resources Corp., is a Vancouver based gold company, listed on the TSX Venture Exchange

(Symbol: LWR) focusing on exploration and development o f gold projects in Canada. The C ompany’s

flagship property, the Cloud Project is in the province of Manit oba, in the Flin Flon Gold Belt

approximately 40 kilometers north -east of the town of Flin -Flon. Access to the property is provided by

Manitoba highway 10 to the all-weather Kississing Lake Road. The company also has the Quartz property

76 kilometres east of Flin Flon where there are historic high grade gold drill intercepts.

On Behalf of the Board of Directors of Lake Winn Resources Corp.

Patrick Power

CEO and Director

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Lake Winn Resources Corp.

Telephone: (604) 218-8772

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the

policies of the TSX Venture Exchange) accepts responsibility for the adequa cy or accuracy of this

release.

Forward-looking Statements: Certain statements in this press release are "forward-looking statements"

which reflect the Company's current expectations and projections about future events and financial

trends that it believes might affect its financial condition, results of operations, business strategy and

financial needs. In some cases, these forward -looking statements can be identified by words or phrases

such as "may", "might", "will", "expect", "anticipate", "estimate", "intend", "plan", "indicate", "seek",

"believe", "estimates", "predicts" or "likely", or the negative of these terms, or other similar expressions

intended to identify forward-looking statements. Whether actual results, performance or achievements

will conform to the Company's expectations and predictions is subject to a number of known and

unknown risks, uncertainties, assumptions and other factors, including without limitation, statements

regarding the Company’s plans to complete the Spin -Out the anticipated name of Gold Winn , the

transaction structure of the Spin -Out, the anticipated listing o f Gold Winn on a Stock Exchange , the

completion by Gold Winn of one or more non-brokered private placement s, the distribution of a

management information circular relating to the Spin -Out , the expected benefits of the Spin -Out, the

timing of the completio n of the Spin -Out and any future results at the Company's projects are forward-

looking statements that involve various risks and uncertainties . Investors should not place undue

reliance on forward -looking information. Important factors that could cause act ual results to differ

materially from the Company’s expectations include actual exploration results, the ability to obtain

requisite approvals for the Spin -Out, results of future resource estimates, future metal prices,

availability of capital and financin g on acceptable terms, gener al economic, market or business

conditions, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and

equipment on a timely basis, accidents or equipment breakdowns, delays in receiving gove rnment

approvals, unanticipated environmental impacts on operations and costs to remedy same, and other

exploration or other risks detailed herein and from time to time in the filings made by the Company with

securities regulators. The forward-looking information contained herein is made as of the date hereof

and is not obligated to update or revise any forward -looking information, whether as a result of new

information, future events or otherwise, except as required by applicable securities laws.