Winston Gold Acquires Advanced Stage Gold Project From Goldridge

WINSTON GOLD ACQUIRES ADVANCED STAGE GOLD PROJECT FROM  GOLDRIDGE

WINNIPEG, MANITOBA – September 7, 2016 – Winston Gold Mining Corp. (“Winston Gold” or the “Corporation”) (CSE: WGC) is pleased to announce that the Corporation has entered into a share exchange agreement with the shareholders of Goldridge Holdings Limited, a private company incorporated in the Province of British Columbia (“Goldridge”), pursuant to which the Corporation will acquire 100% of the issued and outstanding common shares of Goldridge (the “Transaction”) which would constitute a “major acquisition” for Winston Gold under the policies of the Canadian Securities Exchange (the “CSE”).

In consideration for the Transaction, and on closing thereof, the Corporation will pay in cash US$175,000 and shall issue an aggregate of 27,500,000 common shares in the capital of Winston Gold (the “Payment Shares”) pro rata to the Goldridge shareholders at a deemed price of $0.15 per Payment Share.   

“We are very excited to acquire the Gold Ridge Project,” commented Murray Nye, President of Winston Gold. “This past-producing, high-grade mine complements our flagship property, the Winston Gold project in Montana, and will help us build a stronger foundation for our company. Our team has considerable experience developing low-tonnage but high-grade underground mines that exhibit excellent potential for success. Our goal is to provide investors with significant leverage to the gold price by minimizing shareholder dilution as well as corporate debt and provide cash flow to the company as quickly as possible.“  

In connection with the Transaction, Winston Gold intends to complete an offering (the “Offering”) by way of a non-brokered private placement of not less than 10,000,000 common shares at a price of $0.15 per share for gross proceeds of not less than $1,500,000.  The Corporation intends to pay finder’s fees in cash, securities or a combination of both, up to the maximum permitted by the policies of the CSE.  

The Corporation is offering an 8% cash finder’s fee to registered dealers for services rendered in introducing certain subscribers to the offering. In addition to the finder’s fee, brokers warrants equivalent to 10 % of the number of Units subscribed for in this non-brokered placement may be paid to registered dealers for services rendered in introducing certain subscribers to the offering. Each broker warrant can be exercised to purchase one common share upon payment $0.15 for a period of 24 months following the date of issuance.

All securities issued in connection with the Offering will be subject to a four month hold period in accordance with applicable securities legislation.  The Corporation intends to use the net proceeds of the Offering to fund the costs of the Transaction and to fund the general working capital expenses of the resulting issuer.

The completion of the Transaction is subject to a number of conditions, including but not limited to, completion of satisfactory due diligence by both Winston Gold and Goldridge, approval of the Transaction by the respective boards of directors, completion of the Offering and regulatory approvals.  There can be no assurance that the Transaction will be completed as proposed or at all.   

On behalf of the Board of Directors of the Company and for further information, please contact:

Murray Nye, Chief Executive Officer and a director of Winston Gold, at:
Suite 201-919 Notre Dame Avenue
Winnipeg, Manitoba, R3E 0M8
Canada

Telephone: (204) 989-2434
E-mail: murray@winstongold.com

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

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward-Looking 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 Winston Gold Mining Corp. (the "Company") expects to occur, 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.