Winston Gold Corp. announced a non-brokered private placement of minimum of 6,666,667 units and maximum of 40,000,000 units at a price of CAD 0.075 per unit for minimum gross proceeds of CAD 50,000 and maximum gross proceeds of CAD 3,000,000 on July 15, 2021. Under the terms of the transaction, detailed within a non-binding term sheet and completion of its conditions, lead investor Ocean Partners USA, Inc. will subscribe for a minimum lead order of 6,666,667 units for a subscription of CAD 500,000, and to match the purchase of any additional units on one to two basis up to a maximum of CAD 1,000,000 including the lead order subscribed by Ocean Partners USA, Inc. assuming an additional CAD 1,000,000 raised from third parties and an aggregate of CAD 2,000,000 raised. The corporation will also welcome an additional CAD 1,000,000 of financing to be raised from other third parties with no matching from Ocean Partners USA, Inc. for an aggregate of CAD 3,000,000. Each unit consists of one common share and one purchase warrant. Each full warrant will entitle the holder to purchase an additional common share of the company at an exercise price of CAD 0.105 per share for a period of 2 years from the closing. All securities issued are subject to a statutory hold period of four months plus a day from the date of issuance. Finder fees may be payable on a portion of the financing according to the policies of the Canadian Securities Exchange. The transaction is subject to approval by the board of directors of the company, the Ocean Partners USA Inc. board of directors and the Canadian Stock Exchange, and may be subject to additional regulatory approvals.