Winston Gold Comments on Promotional Activities

Rhea-AI Summary

Winston Gold Corp. (CSE:WGC, OTCQB:WGMCF) has addressed recent promotional activity regarding its shares following a notification from OTC Markets. The Company reported an increase in trading volume coinciding with promotional newsletters encouraging investment in its common shares, which the Company did not fully control. Although Winston engaged marketing firms for promotional activities, it did not approve all final statements, some of which were deemed misleading. Investors are urged to conduct thorough due diligence and rely on official filings for accurate information.

Positive

• Engaged multiple marketing firms for strategic promotional efforts.
• Recent press releases included a private placement of units for gross proceeds of up to CAD$2,430,000.

Negative

• Company did not have editorial control over the promotional content, leading to potentially misleading statements.
• Certain promotional materials may lead readers to make uninformed investment decisions.

WINNIPEG, MANITOBA / ACCESSWIRE / February 11, 2021 / (CSE:WGC)(OTCQB:WGMCF) Winston Gold Corp. ("Winston" or the "Company"), announced today that it has been requested by the OTC Markets Group, Inc. ("OTC Markets") to comment on recent promotional activity concerning its common shares.

On February 9, 2021, OTC Markets informed the Company that it had become aware of promotional literature encouraging investors to purchase the Company's common shares and making certain statements regarding the potential returns on such investment, including certain promotional newsletter emails. The Company is aware of six promotional newsletters (the "Communications") sent on February 7, 2021, which were prepared by Crush The Street ("CTS"), Future Money Trends LLC ("FMT"), Wealth Research Group ("WRG") and Portfolio Wealth Global LLC ("PWG"). The Company first became aware of these promotional materials on February 7, 2021. The Company has been informed that this promotional activity coincided with higher than average trading volume in the Company's common shares.

The Company engaged FMT and Wallace Hill Partners Ltd. ("Wallace Hill") on February 3, 2021, for a digital marketing campaign, which included the newsletters prepared by FMT, WRG and PWG for an aggregate fee of USD$300,000. While the Company's CEO, CFO and one of the Company's directors had provided previously publicly disclosed information about the Company to FMT and WRG, and the Company's CEO, CFO and one of the Company's directors reviewed a draft of a newsletter related to the Company's business and prospects, the Company had not reviewed or seen the final drafts of the Communications prior to publication or distribution and was not aware that certain of the promotional statements were added to the materials reviewed by the Company. Furthermore, certain of the newsletters distributed as part of the paid campaign were not reviewed by any officers or directors of the Company. The Company did not have editorial control over the content of the final product.

The Company has no opinion as to whether or not and/or the extent to which the promotional activity affected trading activity because of the many factors that affect trading activity generally, which may include promotional activities as well as the volatile nature of the industry in which the Company is involved and the prior issuance of public news releases. The Company had previously issued over the preceding several weeks press releases including press releases regarding the announcement of a private placement of units for gross proceeds of up to CAD$2,430,000, and an update on the Company's Paradine Mill Facility near Radersburg, Montana. The Company does not know the relative influence of these announcements on the trading activity of the Company's shares compared to the promotional activities in which the Company had little involvement.

The Company has determined that certain statements included in these newsletters related to the Company and its business might be read as misleading and/or incomplete and readers should not place undue reliance on these newsletters. Specifically, the Company does not condone the use of sensational language to describe the Company's business prospects or the growth potential of the Company's industry. Further, the Company does not condone any comparison between the investment potential of the Company's common shares and the actual price growth of the Company's competitors or any comparison between the Company's potential market cap growth and the actual growth of its competitors. The Company encourages investors to review the business and prospects of the Company on its own merits. The Company does not condone any statements made regarding the urgency of investing in the Company's common shares or any other similar statements. Finally, the Company notes that investing in the Company's securities involves certain risks and uncertainties which investors should review prior to making any investment decision. The Company encourages all investors to undertake proper due diligence and carefully consider all investment decisions. The Company directs potential investors to rely solely on its filings and disclosures made with Canadian securities regulators, available at www.sedar.com.

Except for the exercise of 280,000 stock options to acquire 280,000 common shares of the Company at $0.05 per common share on December 22, 2020 and the exercise of 100,000 stock options to acquire 100,000 common shares at a price of $0.05 per common share on February 5, 2021 by Stanley Stewin, a director of the Company, to the Company's knowledge, after inquiry of its management, neither the Company, nor any of its officers, directors, controlling shareholders (shareholders owning 10 per cent or more of the Company's securities) or any third party service providers have sold or purchased the Company's securities within the past 90 days.

In addition to the engagement of FMT and Wallace Hill for the marketing campaign, the Company has engaged 321 Gold Ltd., 1093780 B.C. Ltd., 1197127 B.C. Ltd., Accel Media International, LLC, Adrian Balle, AJ and LM Balle Ltd., Lion Capital Investment Limited, D'Addario Family Office LLC, German Mining Networks GmbH, Gold Standard Media, LLC, Greg Scott, Brian Hakan & Associates Inc., Howard Kamin, Pioneer Production Services, LLC, Ptolemy Capital, Robert Sinn, Stock Day Media, Stock Marketing Inc., Tebist Consulting, The Venturebanc, Inc. and Vested Chat Inc. (dba Vested One Media). for business development, financial advisory, corporate consulting, social media and public relations purposes in the last twelve months.

Since listing on the Canadian Securities Exchange on March 22, 2016, the Company has issued the following common shares and convertible instruments allowing conversion to equity securities at prices constituting a discount to the current market rate at the time of the issuance:

• August 3, 2016: 1,000,000 units at $0.10 per unit with each unit consisting of one Class A common share in the capital of the Company and one Class A common share purchase warrant. Each warrant entitled the holder to purchase one additional Class A common share at a price $0.20 per Class A common share on or before August 3, 2018.
• September 28, 2016: 16,999,932 Class A common shares of the Company at $0.15 per Class A common share.
• November 21, 2016: 5,968,750 Class A common shares of the Company at a price of $0.40 per Class A common share.
• December 23, 2019: 6,547,750 units at $0.08 per unit with each unit consisting of one common share in the capital of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.20 per common share for a period of five years from the date of issuance.
• April 28, 2020: 20,885,275 units at $0.08 per unit with each unit consisting of one common share in the capital of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.12 per common share for a period of five years from the date of issuance.
• May 29, 2020: 40,446,333 units at $0.06 per unit with each unit consisting of one common share in the capital of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.12 per common share for a period of five years from the date of issuance.
• August 28, 2020: 46,922,000 units at $0.07 per unit with each unit consisting of one common share in the capital of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.12 per common share for a period of five years from the date of issuance.
• October 16, 2020: 26,815,013 units at $0.09 per unit with each unit consisting of one common share in the capital of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.14 per common share for a period of five years from the date of issuance.
• December 4, 2020: 17,784,000 units at $0.125 per unit with each unit consisting of one common share in the capital of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.20 per common share for a period of five years from the date of issuance.
• January 21, 2021: 8,038,200 units at $0.125 per unit with each unit consisting of one common share in the capital of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of $0.20 per common share for a period of five years from the date of issuance.

About Winston Gold Corp.
Winston Gold is a junior mining company focused on advancing high-grade, low cost mining opportunities into production. Towards that end, the Company has acquired an underexplored and under-exploited gold/silver mining opportunity, being the Winston project near Helena, Montana.

Winston Media Contact:
Murray Nye, Chief Executive Officer
murray@winstongold.com
(204) 989 2434

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to the business and operations of the Company. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. 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 the forward-looking statements and information contained in this news release. Except as required by law, the Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

SOURCE: Winston Gold Corp.

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FAQ

What did Winston Gold Corp. announce on February 11, 2021?

Winston Gold Corp. announced it was requested by OTC Markets to comment on promotional activities related to its shares.

What was the impact of promotional newsletters on Winston Gold's trading volume?

The Company noted an increase in trading volume coinciding with promotional newsletters but could not determine the extent of the impact.

Who prepared the promotional materials related to Winston Gold?

Promotional newsletters were prepared by firms including Crush The Street, Future Money Trends LLC, Wealth Research Group, and Portfolio Wealth Global LLC.

What should investors consider regarding Winston Gold's promotional activities?

Investors are advised to exercise due diligence and should not rely solely on promotional materials, as they may contain misleading information.

What financial information was included in Winston Gold's recent press release?

The Company disclosed a private placement of units for gross proceeds of up to CAD$2,430,000.