Winshear Gold Corp. (TSX-V: WINS) is pleased to announce that it closed a non-brokered private placement of 25,000,000 Units for gross proceeds of $2,500,000. Each Unit comprises one common share and one half of one Share purchase warrant, with each full Warrant providing the holder with the right to purchase one Share at a price of $0.20 for a period of 36 months from the closing date of the financing up to and including March 2, 2029.

Aggregate finder fees of $48,375 cash and 459,000 Warrants were paid on certain subscriptions to Haywood Securities Inc., Ventum Financial Corp., Canaccord Genuity Corp. and Research Capital Corporation. (Such compensation Warrants have the same terms and conditions as the Warrants issued to subscribers but are non-transferable.) All securities issued as part of this private placement will be subject to a hold period which expires on July 3, 2026.

Proceeds from the Offering will be used to fund exploration of the Company’s Portsoy Project in Scotland and for general working capital.

Certain Winshear directors and officers purchased a total of 2,150,000 Units in the Offering; their participation may be considered a “related party transaction” under Multilateral Instrument 61-101, but pursuant to sections 5.5(a) and 5.7(1)(a) of the Instrument, the transaction is exempt from the valuation and shareholder exemption requirements contained in the same.

About Winshear Gold Corp.

Winshear Gold Corp. is a Canadian-based minerals exploration company with a nickel-copper-cobalt project in Scotland (the Portsoy Project) and gold / critical minerals project in Ontario (the Thunder Bay Project).

For more information, please contact Irene Dorsman at +1 (604) 200 7874 or visit www.winshear.com

ON BEHALF OF THE BOARD OF DIRECTORS

“Richard D. Williams”
Richard D. Williams, CEO