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WINS.V ·

Winshear Delivers Notice of Intent to Submit a Claim to Arbitration Under Canada -Tanzania Agreement FOR the Promotion and Reciprocal Protection of Investments

Permits & Approvals Legal & Disputes

WINSHEAR DELIVERS NOTICE OF INTENT TO SUBMIT A

CLAIM TO ARBITRATION UNDER CANADA -TANZANIA

AGREEMENT FOR THE PROMOTION AND RECIPROCAL

PROTECTION OF INVESTMENTS

Vancouver, 10 January 2020

Winshear Gold Corp. ("Winshear" or the “Company") (TSX-V: WINS) reports

that on January 10, 2020 it delivered to the Attorney General of Tanzania a

Notice of Intent to Submit a Claim to Arbitration (“Notice of Intent”) in

accordance with the 2013 Agreement for the Promotion and Reciprocal

Protection of Investments (Bilateral Investment Treaty or “BIT”) between

Canada and Tanzania. Winshear has thereby formally notified the Tanzanian

government that there exists an investment dispute between Winshear and the

Government.

The dispute arises out of certain acts and omissions of the United Republic of

Tanzania in breach of the BIT and international law, relating to the Company’s

investment in the SMP Gold Project located in SW Tanzania.

The Company commenced exploration activities on the SMP Gold Project in

2006. Subsequently, the Company, through its Tanzanian subsidiary, applied for

and was granted 4 Retention Licences which covered the mineral resource

areas. Retention Licences were valid for a period of 5 years and co uld be

extended for a second period of 5 years before applying for a Mining Licence.

In 2017 the Government of Tanzania announced wide-ranging and severe

amendments to the Mining Act 2010, which, inter alia, abolished the legisla^ve

basis for the Reten^on Licence classifica^on with no replacement classifica^on.

On 10 January 2018 Tanzania published the Mining (Mineral Rights) Regula^ons

2018. Under Regula^on 21 of said Regula^ons, Tanzania cancelled all reten^on

licences issued prior to 10 January 2018 at which point they ceased to have any

legal effect. The rights over all areas under reten^on licences, including those

under the SMP Reten^on Licences, were immediately transferred to the

government of Tanzania.

On 19 December 2019, the Mining Commission of Tanzania announced a public

invitation to tender for the joint development of areas previously covered by

Retention Licences, including the SMP Retention Licences (the “19 December

Tender”).

The aboli^on of the SMP Reten^on Licences and the removal of the rights to the

land conferred thereunder has rendered the Project valueless. Thus, as a direct

consequence of the legisla^ve, regulatory and other measures by Tanzania, the

Company has lost completely its investment.

The Notice of Intent is necessary in order to preserve the Company’s rights to

initiate arbitration should a resolution with the Tanzanian government not be

reached. The filing of the Notice of Intent initiates a six -month consultation

period between the parties during which time they are to attempt to amicably

settle the dispute. If no amicable settlement is reached in that six -month

period, the Company may then initiate international arbitration proceedings

against Tanzania in accordance with the BIT.

Winshear confirms that it is taking all necessary actions to preserve its rights

and protect its investments in Tanzania. The Company’s desire is for both

parties to reach a mutually acceptable outcome. If such an outcome is not

achieved within the next six months, the Company expects it will have no

alternative but to pursue its claims before an international tribunal and seek full

compensation for damages the Company has suffered as a result of Tanzania’s

acts and omissions. Winshear has retained international arbitration counsel to

advise.

The Company will consider any other actions necessary to ensure its rights are

preserved.

For more information please contact Irene Dorsman on (604) 210-8751.

ON BEHALF OF THE BOARD OF DIRECTORS

“Richard D. Williams”

Richard D. Williams, P .Geo

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.