(TheNewswire)
Vancouver, British Columbia - TheNewswire - August 16 , 2023 - LakeWinn Resources Corp. (TSXV:LWR ) ( FSE:EE1A) (the “ Company ”) ispleased to announce that in connection with the Company’s proposedspin-out (the “ Spin-out ”), Gold Winn Resources Corp.(“ Gold Winn ”) is proceeding with a non-brokered private placement (the“ Offering ”) of up to 7,500,000 special warrants (the “ Special Warrants ”)at a price of $0.025 per Special Warrants for gross proceeds of up to$187,500.
Each Special Warrant will entitle the holder to onecommon share of Gold Winn (a “ Gold Winn Common Share ”). Each SpecialWarrant will automatically convert, without the payment of anyadditional consideration, into one Gold Winn Common Share on the date(the “ ConversionDate ”) that is the earlier of (i) the date onwhich the Spin-Out is completed (immediately following the completionof the Spin-Out), and (ii) December 31, 2023. For greater certainty,no Special Warrants may be exercised by the holder thereof prior tothe Conversion Date.
For additional information on the Spin-out, see theCompany’s news releases dated July 12, 2023 and July 31, 2023(copies of which are available under the Company’s SEDAR+ profile at www.sedarplus.com ).
Closing of the Offering is subject to a number ofconditions, including receipt of all necessary corporate andregulatory approvals. All securities issued in connection with theOffering will be subject to a statutory hold period of four monthsplus a day from the date of issuance in accordance with applicablesecurities legislation. The gross proceeds from the Special Warrantswill be used by Gold Winn for general working capital andadministrative expenses.
It is expected that certain Insiders (as such term isdefined under the policies of the Exchange) of the Company mayparticipate in the Offering. The participation of Insiders in theOffering may constitute a “related party transaction” within themeaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders inSpecial Transactions (“ MI 61-101 ”). TheCompany intends to rely upon exemptions from the formal valuation andminority approval requirements of MI 61-101.
This news release does not constitute an offer to sellor a solicitation of an offer to buy any of the securities in theUnited States. The securities have not been and will not be registeredunder the United States Securities Act of 1933, as amended (the“ U.S. SecuritiesAct ”) or any state securities laws and may notbe offered or sold within the United States or to U.S. persons unlessregistered under the U.S. Securities Act and applicable statesecurities laws or an exemption from such registration isavailable.
About Lake Winn
Lake Winn Resources Corp. is a mineral explorationcompany focused on advancing its 100% owned Little Nahanni LithiumProject, which is located in the western Northwest Territories nearthe Yukon Border. The project covers 7,080 hectares that encompasses a7 km long, and up to 500 m wide, lithium, tantalum, and tin pegmatitedyke swarm. Lake Winn is listed on the TSX Venture Exchange.
On Behalf of the Board of Directors of Lake WinnResources Corp.
Patrick Power
CEO and Director
Lake Winn Resources Corp.
Telephone: (604) 218-8772
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.
Forward-lookingStatements: Certain statements in this newsrelease are “forward-looking statements” which reflect theCompany’s current expectations and projections about future eventsand financial trends that it believes might affect its financialcondition, results of operations, business strategy and financialneeds. In some cases, these forward-looking statements can beidentified by words or phrases such as “may”, “might”,“will”, “expect”, “anticipate”, “estimate”,“intend”, “plan”, “indicate”, “seek”, “believe”,“estimates”, “predicts” or “likely”, or the negative ofthese terms, or other similar expressions intended to identifyforward-looking statements. Whether actual results, performance orachievements will conform to the Company's expectations andpredictions is subject to a number of known and unknown risks,uncertainties, assumptions and other factors, including withoutlimitation, delays resulting from or inability to obtain applicableregulatory approval for the Offering, the Offering being fullysubscribed, statements regarding the Company’s plans to complete theSpin-Out, the transaction structure of the Spin-Out, and the timing ofthe completion of the Spin-Out are forward-looking statements thatinvolve various risks and uncertainties. Investors should not placeundue reliance on forward-looking information. Important factors thatcould cause actual results to differ materially from the Company’sexpectations include actual exploration results, the ability to obtainrequisite approvals for the Spin-Out, results of future resourceestimates, future metal prices, availability of capital and financingon acceptable terms, general economic, market or business conditions,uninsured risks, regulatory changes, defects in title, availability ofpersonnel, materials and equipment on a timely basis, accidents orequipment breakdowns, delays in receiving government approvals,unanticipated environmental impacts on operations and costs to remedysame, and other exploration or other risks detailed herein and fromtime to time in the filings made by the Company with securitiesregulators. The forward-looking information contained herein is madeas of the date hereof and is not obligated to update or revise anyforward-looking information, whether as a result of new information,future events or otherwise, except as required by applicablesecurities laws.
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