Winston Gold Mining Corp.
OTCQB : WGMCF
CSE : WGC
CSE : WGC.CN
CNSX : WGC

June 08, 2017 07:30 ET

Winston Gold Announces Non-Convertible Debenture Offering

WINNIPEG, MANITOBA--(Marketwired - June 8, 2017) - Winston Gold Mining Corp. ("Winston Gold" or the "Company") (OTCQB:WGMCF)(CSE:WGC)(CSE:WGC.CN)(CNSX:WGC) announces today that it is proposing a debenture offering (the "Debenture Offering") of 10% secured, non-convertible debentures (the "Debentures") for aggregate proceeds of up to USD$2,000,000 (the "Principal Amount").

In addition to the interest rate the Company will be obligated to pay a bonus to the lenders in an amount equal to the difference between the Principal Amount and the gold price differential calculated as the difference between the gold price on the Closing Date and the gold price on the Maturity Date of the Debentures, to a maximum of USD$1,600 per troy ounce.

The net proceeds of the Debenture Offering will be used to explore and test mine the Company's claims in its Broadwater County properties (the "Holmes Property" and the "Winston Property"), located in Montana, USA.

This money enables the Company to commence a test-mining program at the historic high-grade past producing Winston gold mine," commented Murray Nye, CEO and Director of Winston Gold Mining. "Additional exploration drilling will allow us to determine the extent of newly discovered vein extensions on the property."

The Debentures will be secured against all personal property of the Company. The Debentures will mature 30 months following the closing of the Debenture Offering (the "Maturity Date").

Closing is anticipated to occur in the Company's 2017 third quarter interim period ended September 30, 2017 (the "Closing Date").

Completion of the Debenture Offering is subject to the approval of the Canadian Securities Exchange. The Debentures will not be listed on any stock exchange.

On behalf of the Board of Directors of the Company:

Murray Nye, Chief Executive Officer and a director

The CSE has neither approved nor disapproved the information contained herein.

ForwardLooking Information

This release includes certain statements that may be deemed "forward‐looking statements". All statements in this release, other than statements of historical facts, that address events or developments that the Corporation expects to occur, including with respect to the expected operations of the Company, are forward‐looking statements. Forward‐looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward‐looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward‐looking statements. Factors that could cause the actual results to differ materially from those in forward‐looking statements include regulatory actions, market prices, exploitation and exploration successes, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward‐looking statements. Forward‐ looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward‐looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

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