Lake Winn Announces Private Placement of Units and Flow-Through Shares FOR Gross Proceeds of up to $4.5 Million
LEGAL_41923960.3
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE
UNITED STATES
LAKE WINN ANNOUNCES PRIVATE PLACEMENT OF UNITS AND FLOW-THROUGH SHARES FOR
GROSS PROCEEDS OF UP TO $4.5 MILLION
Vancouver, British Columbia – July 31, 2023 – Lake Winn Resources Corp. (TSXV: LWR, FSE: EE1A) (the
“Company”) is pleased to announce that it will proceed with a non -brokered private placement of up to
16,666,667 units of the Company (the “ Units”) at a price of $0.0 6 per Unit and up to 29,1 66,667 flow-
through common shares in the capital of the Company (the “FT Shares” and individually a “FT Share”) at
$0.12 per FT Share for gross proceeds of up to $4,500,000 (the “Offering”).
Each Unit will consist of one non -flow-through common share in the capital of the Company (a “ Share”)
and a Share purchase warrant (a “ Warrant”). Each Warrant will entitle the holder to purchase one
additional non-flow-through common share in the capital of the Company (a “Warrant Share”) at a price
of $0.10 per Warrant Share for a period of 24 months from the closing of the Offering.
Each FT Share will be designated as a flow-through share pursuant to the Income Tax Act (Canada).
The Company may pay a finder’s fee on the Offering within the amount permitted by the polic ies of the
TSX Venture Exchange (the “ Exchange”). Closing of the Offering is subject to a number of conditions,
including receipt of all necessary corporate and regulatory approvals, including the Exchange. All
securities issued in connection with the Offe ring will be subject to a statutory hold period of four
months plus a day from the date of issuance in accordance with applicable securities legislation. The
gross proceeds from the FT Shares will be used to fund exploration work on the Company’s lithium
properties in the Northwest Territories, and the net proceeds from the Units will be used by the
Company for general working capital and administrative expenses.
The Company reserves the right to increase the size of the Offering by up to 15%, such that up to an
additional 2,500,150 Units and 4,375,000 FT Shares may be issued to raise additional gross process of up
to $675,000.
It is expected that certain Insiders (as such term is defined under the policies of the Exchange) of the
Company may participate in the Offering. The participation of Insiders in the Offering will constitute a
“related party transaction” within the meaning of Multilateral Instrument 61 -101 – Protection of
Minority Security Holders in Special Transactions (“MI 61 -101”). The Company inte nds to rely upon
exemptions from the formal valuation and minority approval requirements of MI 61-101.
LEGAL_41923960.3
Update on Spin-Out
As first announced in its news release dated July 12, 2023, the Company is continuing to progress with
the proposed spin -out of its Cloud and Quartz properties in Manitoba (the “ Spin-Out”) into a new
exploration company named Gold Winn Resources Corp. (“ Gold Winn”). The Spin-Out is expected to be
completed by way of a plan of arrangement (the “ PoA”). Lake Winn currently anticipates a d efinitive
agreement (the “ Agreement”) to be settled and signed shortly with Gold Winn, and a meeting of Lake
Winn shareholders to approve the PoA to be held after the Agreement has been signed (the “Meeting”).
The Agreement will include the finalized spin -out ratio to Gold Winn shareholders and retained equity
level. Following the signing of the Agreement and the Meeting, the Company will determine the
effective date of the Spin-Out.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities 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 within the United States or to U.S. persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from such registration is available.
About Lake Winn
Lake Winn Resources Corp. is a mineral exploration company focused on advancing its
100% owned Little Nahanni Lithium Project ("LNLP"), which is located in the western
Northwest Territories near the Yukon Border. The project cover s 7,080 hectares that
encompasses a 7 km long, and up to 500 m wide, lithium, tantalum, and tin pegmatite dyke
swarm. Lake Winn is listed on the TSX Venture Exchange.
On Behalf of the Board of Directors of Lake Winn Resources Corp.
Patrick Power
CEO and Director
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 adequacy or accuracy of this
release.
Forward-looking Statements: Certain statements in this news 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 fin ancial 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”, “ind icate”, “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, delays
resulting from or inability to obtained required regulatory approval for the Offering, the Offering being
fully subscribed, statements regarding the Company’s plans to complete the Spin -Out, the transaction
LEGAL_41923960.3
structure of the Spin -Out, the holding of the Meeting in relation to the Spin -Out, and the timing of the
completion of the Spin -Out 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 actual results to differ materially from the Company’s expectations include actu al exploration
results, the ability to obtain requisite approvals for the Spin -Out, results of future resource estimates,
future metal prices, availability of capital and financing on acceptable terms, general economic, market
or business conditions, unins ured risks, regulatory changes, defects in title, availability of personnel,
materials and equipment on a timely basis, accidents or equipment breakdowns, delays in receiving
government 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 t o 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.