Lake Winn Provides Update ON Spin-Out
LEGAL_42000555.2
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE
UNITED STATES
LAKE WINN PROVIDES UPDATE ON SPIN-OUT
Vancouver, British Columbia – August 16, 2023 – Lake Winn Resources Corp. (TSXV: LWR, FSE: EE1A) (the
“Company”) is pleased to announce that in connection with the Company’s proposed spin-out (the “Spin-
out”), Gold Winn Resources Corp. (“ Gold Winn”) is proceeding with a non -brokered private placement
(the “Offering”) of up to 7,500,000 special warrants (the “Special Warrants”) at a price of $0.025 per
Special Warrants for gross proceeds of up to $187,500.
Each Special Warrant will entitle the holder to one common share of Gold Winn (a “Gold Winn Common
Share”). Each Special Warrant will automatically convert, without the payment of any additional
consideration, into one Gold Winn Common Share on the date (the “Conversion Date”) that is the earlier
of (i) the date on which the Spin -Out is completed (immediately following the completion of the Spin-
Out), and (ii) December 31, 2023. For greater certainty, no Special Warrants may be exercised by the
holder thereof prior to the Conversion Date.
For additional information on the Spin-out, see the Company’s news releases dated July 12, 2023 and July
31, 2023 (copies of which are available under the Company’s SEDAR+ profile at www.sedarplus.com).
Closing of the Offering is subject to a number of conditions, including receip t of all necessary corporate
and regulatory approvals. All securities issued in connection with the Offering will be subject to a statutory
hold period of four months plus a day from the date of issuance in accordance with appl icable securities
legislation. The gross proceeds from the Special Warrants will be used by Gold Winn for general working
capital and administrative expenses.
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 may constitute a
“related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactio ns (“MI 61-101”). The Company intends to rely upon exemptions
from the formal valuation and minority approval requirements of MI 61-101.
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.
LEGAL_42000555.2
About Lake Winn
Lake Winn Resources Corp. is a mineral exploration company focused on advancing its 100% owned Little
Nahanni Lithium Project , which is located in the western Northwest Territories near the Yukon Border.
The project covers 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 financial condition, results of operations, business strategy and
financial needs. In some cases, these forward -looking statements can be identifi ed 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, delays resulting
from or inability to obtain applicable regulatory approval for the Offering, the Offering being fully
subscribed, statements regarding the Company’s plan s to complete the Spin -Out, the transac tion
structure of 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 actual exploration results, the ability to obtain requisite approvals
for the Spin -Out, results of future resource estimates, futu re metal prices, availability of capital and
financing 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 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 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.