Winshear GOLD Closes Oversubscribed $651,300 Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
WINSHEAR GOLD CLOSES OVERSUBSCRIBED $651,300 PRIVATE PLACEMENT
Vancouver, August 22, 2022
Winshear Gold Corp. (TSX-V: WINS) reports that it has closed a non-brokered private placement of 10,855,000
Units at $0.06 per Unit for gross proceeds of $651,300. Each Unit comprises one common share and one half
of one common share purchase warrant. Each full warrant will allow the holder to purchase one common
share of Winshear Gold at a price of $0.10 for a period of 24 months from the closing date of the financing up
to and including August 19, 2024. Cash commissions totalling $8,250 were paid on certain subscriptions . All
securities issued as part of this private placement will be subject to a four month plus one day hold period
which will expire December 20, 2022.
Proceeds from the financing will be used for exploration, corporate development and general working capital
purposes. Winshear Gold is focused on advancing the Gaban Gold Project to a drilling programme in south
eastern Peru.
This private placement contains related party transactions with insiders purchasing a total of 2,350,000 Units
of the placement. These transactions are exempt from the valuation and shareholder exemption requirements
of Multilateral Instrument 61 -101 pursuant to, in addition to other sections, ss. 5.5(a) and 5.7(1)(a)
respectively of that Instrument. A material change report was not filed prior to Closing of this placement due
to the uncertainty of knowing, in advance, when and if final TSXV approval would be obtained, if material
details related to the placement would change, and other ma terial information. The private placement
includes the purchase by Palamina Corp., an insider of the Company, of 1,550,000 Units for a total holding of
13,422,000 shares and 1,321,000 warrants representing a 19.99% partially diluted share position in the
Company.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE US. SECURITIES ACT OF 1933
(THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S . PERSON IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933
ACT.
About Winshear Gold Corp
Winshear holds 100% ownership in the Gaban Gold , Yang Gold and Ica I.O.C.G. projects in Peru. At Gaban,
Winshear has discovered and delineated the Coritiri and Yanamayo gold anomalies covering an area of 2.2 km
by 1 km. This target is currently being permitted for drilling. In 2020, Winshear, formerly Helio Resource Corp.,
secured up to US$ 3.3M in litigation funding from Delta Capital Management LLC ( “Delta”) to pursue
arbitration proceedings against the Government of the United Republic of Tanzania (“Tanzania”) before an
arbitral tribunal appointed by the International Centre for Settlement of Investment Disputes (“ICSID”) for the
expropriation of its SMP gold project in Tanzania and other breaches of the Agreement between the
Government of Canada and the Government of the United Republic of Tanzania for the Promotion and
Reciprocal Protection of Investments. Winshear’s claim against Tanzania now exceeds CDN $130 million and
the hearing in these fully funded arbitration proceedings will take place in Q1 of 2023. Any settlement or
judgement paid to Winshear from the Tanzanian government is subject to a formula whereby a portion of any
proceeds are paid to Winshear’s funders and legal counsel.
For additional information please contact Richard Williams at (604) 210 -8753 or by e -mail at
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.