Lake Winn Provides Update ON Spin-Out Financing
LEGAL_42096078.1.docx
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 FINANCING
Vancouver, British Columbia – August 22, 2023 – Lake Winn Resources Corp. (TSXV: LWR, FSE: EE1A) (the
“Company”) announces that Gold Winn Resources Corp. (“ Gold Winn ”), the exploration company
involved with the Company’s spin -out of its Cloud and Quartz pr operties in Manitoba (the “ Spin-Out”),
intends to increase the size of its non -brokered private placement, as previously announced in a news
release issued on August 16, 2023 (the “ Offering”), from a maximum of 7,500,000 special warrants (the
“Special Warrants”) to 10,000,000 Special Warrants at a price of $0.025 per Special Warrant, for gross
proceeds of up to $250,000.
All other terms of the Offering will remain the same as previously announced. 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 o n 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. Additional information on the Spin-Out is can be found in 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). The Offering, including the increase in size, remains subject to a number of
conditions, including receipt of all necessary corporate and regulatory approvals.
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, 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,
cesium, 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.
LEGAL_42096078.1.docx
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 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 know n 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, and statements regarding the Company’s plans to complete 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 mat erially from
the Company’s expectations include actual exploration results, the ability to obtain requisite approvals
for the Offering, results of future resource estimates, future metal prices, availability of capital and
financing on acceptable terms, ge neral 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, unantic ipated
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.