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WINS.V ·

Winshear GOLD Comments ON Move IN Share Price

Company Commentary

WINSHEAR GOLD COMMENTS ON MOVE IN SHARE PRICE

Vancouver, July 18, 2023

Winshear Gold Corp. (TSXV: WINS) (‘Winshear’, the ‘Company’, or the ‘Claimant’), formerly

Helio Resource Corp., provides the following update on the recent move in its share price, which

is related to the Company’s fully funded arbitration proceedings against the Tanzanian

Government to recover its investment and damages for the expropriation of its SMP Gold Project

in Tanzania.

Richard Williams, CEO of Winshear, stated: “We learned this morning that ASX listed Indiana

Resources has been awarded US$109.5 million in its international arbitration case against

Tanzania in addition to an order for Tanzania to repay US$3,859,161 in legal costs and expenses.

It is reassuring that the ICSID tribunal in the Indiana case against Tanzania recognised the

damage done to shareholders, investors and Indiana when the Tanzanian government decided

to abolish Retention Licences without consulting the investor community. Indiana’s arbitration was

conducted through the World Bank’s International Centre for Settlement of Investment Disputes

(“ICSID) and concluded two weeks prior to Winshear’s arbitration proceedings at ICSID against

Tanzania in February 2023. We look forward to receiving the outcome of our case against

Tanzania.”

Winshear and Indiana are separately seeking to recover costs and damages from the government

of Tanzania, through the ICSID arbitration process, for the expropriation of Retention Licenses

that covered their respective flagship exploration projects. The ICSID Convention has been

ratified by 158 States, including Tanzania. An award issued by an ICSID tribunal is enforceable

in any one of those 158 member States as if it were a judgment of one of their own courts.

Background to Winshear’s Claim

In July 2017, the Government of Tanzania amended the Mining Act 2010 by, inter alia, abolishing

the Retention Licence classification. The Company’s SMP Mineral Resource was wholly

contained within four Retention Licences.

On 10 January 2018, Tanzania published the new Mining (Mineral Rights) Regulations 2018,

which cancelled all Retention Licences at which point they ceased to have any legal effect. The

rights over all areas under Retention Licences, including the Retention Licences held for the SMP

Gold Project, were immediately transferred to the Government of Tanzania.

During the time from January 2018 to December 2019, the Company actively engaged with the

Tanzanian Ministry for Minerals and the Mining Commission in an effort to resolve a suitable

tenure mechanism for the Project Licence to be reinstated, without success.

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

tender for the joint development of areas covered previously by Retention Licences. The invitation

provided that the successful bidder should compensate the previous Retention Licence holder.

On 20 December 2019, the Mining Commission of Tanzania announced a revised public invitation

to tender, which removed the condition that the successful bidder c ompensate the previous

retention licence holder.

Through the measures described above, Tanzania has removed the ownership of the Project

from the Claimant, and the Claimant alleges that Tanzania, in doing so, has breached its

obligations to the Claimant under the Canadian -Tanzania BIT and international law. These

include, but are not limited to:

1. Tanzania’s obligation not to nationalise or expropriate the Claimant’s investments or

subject them to measures having effect equivalent to nationalisation or expropriation

without prompt, adequate and effective compensation under the BIT; and

2. Tanzania’s obligation to accord fair and equitable treatment and full protection and security

to the Claimant’s investment and not to impair by unreasonable or discriminatory

measures the maintenance, use, enjoyment or disposal of the Claimant’s investment

under the BIT.

Under the BIT, the evidentiary hearing in Washington was video recorded and is available to the

public for review. Winshear has provided a link to the video in the April 4, 2023, press release on

its website.

Winshear is represented by the same international law firms that represented Indiana in th e

arbitration process: LALIVE LLP and Boies Schiller Flexner LLP. Both firms specialise in

international arbitration with Winshear seeking compensation in excess of CDN$130M for

the loss of its investment in Tanzania (including interest which continues to accrue). In

addition, the Winshear is seeking reimbursement of its arbitration costs and fees by

Tanzania.

A litigation funding facility for US$3.3M is in place with Delta Capital Partners Management

(“DELTA”), a firm out of headquartered in Chicago Illin ois that specializes in litigation

funding. This funding facility covers all legal costs associated with arbitration and is only

repayable in the event of a successful award that is recovered from the United Republic of

Tanzania.

About Winshear Gold Corp.

Winshear Gold Corp. is a Canadian -based minerals exploration company advancing the

Gaban Gold Project in the Puno region of Peru. Gaban is a possible hard -rock source for

the modern-day alluvial gold rush underway in the Madre de Dios basin dow nstream.

The Company is in the process of concluding fully funded arbitration proceedings against

the Tanzanian Government to recover its investment and damages for the expropriat ion of

its SMP Gold Project in Tanzania.

For more information, please con tact Irene Dorsman at +1 (604) 200 7874 or visit

www.winshear.com

ON BEHALF OF THE BOARD OF DIRECTORS

“Richard D. Williams”

Richard Williams, CEO

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.

Cautions Regarding Forward-Looking Statements

This news release includes certain statements and information that may contain forward-looking information

within the meaning of applicable Canadian securities laws. All statements in this news release, other than

statements of historical facts, are forward-looking statements and contain forward-looking information.

Generally, forward-looking information can be identified by the use of forward-looking terminology such as

"intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or

results "may", "could", "should", "would" or "occur". Forward-looking statements are based on the opinions

and estimates of management as of the date such statements are made and they are subject to known and

unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance

or achievements of the Company to be materially different from those expressed or implied by such forward-

looking statements or forward-looking information, including the risks normally associated with arbitration

cases. Although management of the Company has attempted to identify important factors that could cause

actual results to differ materially from those contained in forward -looking statements or forward-looking

information, there may be other factors that cause results not to be as anticipated, estimated or intended.

There can be no assurance that such statements will prove to be accurate, as actual results and future events

could differ materially from those anticipated in such statements. Accordingly, readers should not place undue

reliance on forward-looking statements and forward-looking information. The Company does not undertake to

update any forward-looking statements or forward-looking information that are incorporated by reference

herein, except in accordance with applicable securities laws.