Green Swan Capital Corp.

Green Swan Capital Corp.

June 25, 2012 08:00 ET

Green Swan Closes Previously Announced M&A Transaction with Winston Resources

BURLINGTON, ONTARIO--(Marketwire - June 25, 2012) - Green Swan Capital Corp. (TSX VENTURE:GSW) announces the successful closing of the previously announced M&A transaction with Winston Resources Inc. (CNSX:WRW) ("Winston"). At all material times Winston and Green Swan dealt at arm's length.


On June 21, 2012 the shareholders of Winston approved a change of name from Gorilla Resources Inc. to Winston Resources Inc., and approved a reverse takeover transaction (the "Winston RTO") whereby Winston acquired 100% of the issued and outstanding common shares of CNRP Mining Inc. ("CNRP"). The Winston RTO then closed on June 22, 2012. The common shares of Winston (the "Winston Shares") are now listed on the Canadian National Stock Exchange ("CNSX") under the trading symbol "WRW".

Coincident with the Winston RTO, Winston acquired two mining assets. The first was the acquisition of Green Swan's rights to the Riverbank and Broke Back properties (the "Properties") in Ontario's Ring of Fire. The second was the acquisition of a 100% interest in the Elmtree Gold Property from third parties.

Green Swan Disposition

Green Swan disposed of its rights in the Properties to Winston, coincident with the closing of the Winston RTO. In consideration of disposing of its rights to Winston, Winston issued to Green Swan 1,200,000 free-trading Winston Shares at a deemed price of $0.25 per share, valuing the transaction at $300,000. Winston also issued to Green Swan 400,000 Winston Share purchase warrants having a 24 month term and a $0.50 exercise price. On an undiluted basis, Green Swan's holdings in Winston represents roughly 2% (two per cent) of Winston's capital.

Green Swan's expenses related to this M&A activity were minimal as Green Swan's leadership team managed the process internally.

Winston, with Green Swan's input, has begun to plan the next stage of exploration on the Properties. Green Swan has undertaken to complete at least $235,000 in work expenditures on the Properties prior to December 14, 2012, and upon completion of such expenditures Green Swan shall be issued additional Winston Shares, in an amount equal to (the dollar amount of such expenditures divided by 110% of the Market Price for Winston's Shares on December 14, 2012), provided that the denominator as so calculated may not be less than 32 cents. Under this formula, Green Swan will be issued a maximum further seven hundred thirty-four thousand (734,000) Winston Shares.

Elmtree Gold in New Brunswick

Also coincident with the Winston RTO, and at arm's length to Green Swan, Winston acquired a 100% interest in the advanced Elmtree Gold Project in New Brunswick ("Elmtree"). The information below has been obtained by Green Swan from Winston and from third party filings at SEDAR.

Elmtree is located in the Bathurst Mining Camp approximately 25 km northwest of Bathurst, New Brunswick and comprises a total of 83 claims that cover a contiguous area of approximately 1,811 hectares. Elmtree has an indicated resource of 99,000 ounces of gold and an inferred resource of 195,000 ounces of gold.

There are three gold-bearing zones within Elmtree: the West Gabbro Zone, the Discovery Zone and the South Gold Zone. Micon International Limited recently completed a NI 43-101 compliant technical report on May 25, 2012 (the "Technical Report"), which shows 1,611,000 indicated tonnes grading 1.91 g/t gold (99,000 ounces gold) and 2,053,000 inferred tonnes grading 1.67 g/t of gold (110,000 ounces of gold) in the West Gabbro Zone, with 2,367,000 inferred tonnes grading 0.74 g/t in the South Gold Zone (56,000 ounces of gold), 700,000 inferred tonnes grading 1.25 g/t in the Discovery Zone (29,000 ounces of gold). The cut-off grade used for the West Gabbro Zone and the Discovery Zone is 0.5 g/t Au and for the South Gold Zone is 0.3 g/t Au.

According to the February 2012 Mining Policy Potential Index by the independent research group Fraser Institute, New Brunswick is the most attractive mining jurisdiction in the world, with excellent local milling and processing infrastructure, including power, roads and a skilled work force.

Winston has announced that it intends to explore and expand the Elmtree resource. Any such expansion should deliver a direct benefit to Green Swan as a Winston shareholder and warrant holder.

The Winston RTO

"Winston and its management team should be commended for negotiating and closing upon a complicated series of transactions in such a short period of time", said Peter M. Clausi, Green Swan's Chief Executive Officer. "Green Swan has now monetized the Ring of Fire Properties to the benefit of Green Swan's shareholders, which will allow Green Swan to focus on its operational plans in British Columbia's Golden Triangle. Because Winston now owns 100% of Elmtree, Green Swan's shareholders benefit directly in the financial upside provided by any expansion of the Elmtree resource."

Brian Crawford (Green Swan's Chief Financial Officer) joined Winston's board post-closing and has been appointed to Winston's Audit Committee. James Lavigne (Green Swan's VP, Exploration) has been appointed by Winston's board to the position of VP, Exploration for Winston.

About Green Swan Capital Corp.

Green Swan is engaged in the exploration and, if warranted, development and mining of its properties as well as the acquisition, exploration and potential development of other mineral resource properties. The common shares of Green Swan are listed on the TSX Venture Exchange under the trading symbol "GSW". GSW has approximately 17,370,417 shares outstanding.

Cautionary Language

This news release may include statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Green Swan cautions that actual performance will be affected by a number of factors, many of which are beyond its control. Future events and results may vary substantially from what Green Swan currently foresees. Discussion of the various factors that may affect future results is contained in Green Swan's recent filings, available on SEDAR. Green Swan assumes no liability for repeating or referring to any facts, statements, releases, data or reports disseminated by any other issuer. Any reference to any other issuer should be cross-checked for accuracy and context by the reader.

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.

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