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Winshear Gold Closes Private Placement

MWN-AI** Summary

Winshear Gold Corp. (TSX-V: WINS), based in Vancouver, British Columbia, has successfully closed a non-brokered private placement, securing gross proceeds of $2.5 million through the issuance of 25 million Units. Each Unit consists of one common share and half of one share purchase warrant, with full Warrants entitling holders to purchase additional shares at $0.20 per share for 36 months, expiring on March 2, 2029. The Offering incurred aggregate finder fees of $48,375 cash and 459,000 Warrants for advisory services from firms including Haywood Securities Inc., Ventum Financial Corp., Canaccord Genuity Corp., and Research Capital Corporation.

The capital raised will primarily finance exploration at Winshear's Portsoy Project in Scotland, alongside supporting general working capital needs. Notably, some of Winshear's directors and officers participated in the Offering, acquiring 2,150,000 Units. This transaction qualifies as a "related party transaction" under Multilateral Instrument 61-101 but is exempt from the usual valuation and shareholder approval requirements.

Winshear Gold Corp. is involved in exploring mineral resources, with projects including the Portsoy Project in Scotland and the Thunder Bay Project in Ontario. As part of standard disclosure, the company included warnings about forward-looking statements, emphasizing potential risks and uncertainties associated with mineral exploration. These risks may lead to actual outcomes differing significantly from anticipated results.

Investors are encouraged to consider these factors before making any investment decisions regarding Winshear. For further information, Winshear's CEO, Richard D. Williams, invites inquiries through their website or contact number.

MWN-AI** Analysis

Winshear Gold Corp. (TSX-V: WINS) recently completed a non-brokered private placement, generating $2.5 million through the issuance of 25 million units. Each unit comprises one common share and half a share purchase warrant, with full warrants allowing for a purchase at $0.20 for three years. Overall, the offering appears strategically aligned with the company’s ongoing exploration efforts, particularly focused on the Portsoy Project in Scotland.

From a market perspective, this private placement indicates several key elements for investors to consider. First, the direct participation of Winshear's directors and officers in the offering underscores internal confidence in the company's direction and future potential. Such insider buying can signal to investors that leadership believes the stock is undervalued at its current price point, which could lead to increased demand.

Furthermore, the $2.5 million raised will primarily fund exploration at Portsoy, a project positioned to capitalize on the growing demand for critical minerals, particularly nickel and cobalt. As the market trends toward sustainable energy solutions, this positioning within high-demand commodities could enhance the company’s long-term growth potential.

However, investors should also be mindful of the associated risks. The private placement is subject to a hold period until July 3, 2026, potentially limiting liquidity in the short term. Additionally, the inherent risks of mineral exploration mean that actual results may vary significantly from management's projections.

In conclusion, while Winshear Gold presents intriguing investment opportunities spurred by recent developments, potential investors should maintain a balanced view of both the optimistic growth prospects and the operational uncertainties that accompany mineral exploration. An informed approach, considering both the potential rewards and risks, is essential for decision-making moving forward.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: GlobeNewswire

VANCOUVER, British Columbia, March 02, 2026 (GLOBE NEWSWIRE) -- Winshear Gold Corp. (TSX-V: WINS) (“Winshear” or the “Company”) is pleased to announce that it closed a non-brokered private placement (the “Offering”) of 25,000,000 Units for gross proceeds of $2,500,000. Each Unit comprises one common share (a “Share”) and one half of one Share purchase warrant (a “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

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is de?ned in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautions Regarding Forward-Looking Statements

This news release includes certain statements and information that may contain forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, are forward-looking statements and contain forward-looking information.

Generally, forward-looking information can be identi?ed by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially di?erent from those expressed or implied by such forward-looking statements or forward-looking information, including the risks normally associated with mineral exploration.

Although management of the Company has attempted to identify important factors that could cause actual results to di?er materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could di?er materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company does not undertake to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except in accordance with applicable securities laws.


FAQ**

How does Winshear Gold Corp.'s recent financing impact its competitive positioning against companies like Helio Resource Corp (HELOF) in the exploration sector, especially concerning the Portsoy Project in Scotland?

Winshear Gold Corp.'s recent financing strengthens its competitive positioning against Helio Resource Corp by enhancing its capital for exploration and development initiatives at the Portsoy Project, potentially accelerating project timelines and increasing investor confidence in its prospects.

Given the private placement announcement, how might Winshear Gold Corp. leverage its capital compared to Helio Resource Corp (HELOF) to enhance the value and exploration potential of its mining projects?

Windshear Gold Corp. can leverage its capital from the private placement to fund advanced exploration and development initiatives, potentially increasing resource estimates and enhancing project viability more rapidly than Helio Resource Corp. (HELOF), which may have more constrained capital.

In what ways do the exploration strategies of Winshear Gold Corp. compare to those of Helio Resource Corp (HELOF), particularly in their approaches to mitigating risks associated with mineral exploration?

Winshear Gold Corp. focuses on systematic geological surveys and partnerships with local stakeholders to mitigate risks, while Helio Resource Corp. emphasizes diversified project portfolios and comprehensive due diligence to address exploration challenges.

How might the participation of Winshear's directors in the Offering affect investor confidence compared to the activities of Helio Resource Corp (HELOF) in similar capital raises?

The participation of Winshear's directors in the Offering may enhance investor confidence by signaling commitment and alignment with shareholder interests, whereas Helio Resource Corp's activities may be perceived differently based on their track record and transparency in similar capital raises.

**MWN-AI FAQ is based on asking OpenAI questions about Winshear Gold Corp. (TSXVC: WINS:CC).

Winshear Gold Corp.

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Winshear Gold Closes Private Placement

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