Winston Insider Reorganizes Shareholdings
This news release is not for distribution or dissemination in the United States of America
Toronto, Ontario CANADA, January 04, 2013 /FSC/ - Winston Resources Inc. (WRW - CNSX),("Winston" or the "Company") and Daniel Wettreich its Chairman and CEO, together with Greenbank Mining Capital Inc. ("Greenbank"), an investment company that is wholly owned by Mr Wettreich, announce that Mr.Wettreich has sold and Greenbank has purchased an aggregate of 4 million shares in the capital of Winston. This reorganization of Mr.Wettreich's shareholdings was carried out for investment purposes.
Immediately after the transaction and including the shares held by Greenbank, Mr.Wettreich continues to hold, directly and indirectly, an aggregate of 26,900,000 common shares of the Company, representing approximately 42.4% of the Company's issued and outstanding common shares (based on 63,379,484 issued and outstanding common shares as at the date hereof). Pursuant to the terms of a voting trust agreement, Castle Resources ("Castle") assigned its voting rights with respect to 18,000,000 common shares of the Company that are owned by Castle to Mr. Wettreich for a specified period that will terminate on or before June 22, 2014. Accordingly, immediately after the transaction, Mr. Wettreich has voting control over approximately 66.5% of the issued and outstanding common shares of the Company.
Greenbank acquired the above-noted common shares of the Company for investment purposes and it may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over the common shares or other securities of the Company, through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise.
The consideration for the securities acquired by Greenbank consisted of common shares of Greenbank of equal value. The sale of the above-noted common shares of the Company by Mr. Wettreich to Greenbank was carried out pursuant to an exemption from prospectus requirements as set out in Section 2.8 of National Instrument 45-102 - Prospectus and Registration Exemptions.
About Winston Resources
Winston is a Toronto based mineral company primarily focused on developing its 100% owned Elmtree Gold Project in New Brunswick, Canada, as well as the acquisition and development of other Canadian natural resource properties. Winston also owns a majority interest in Hadley Mining Inc (CNSX: HM) and Zara Resources Inc (CNSX: ZRI).
For more information please see www.winstonresourcesinc.com or contact Danny Wettreich at (416) 628 9879 or dw@winstonresourcesinc.com
Daniel Wettreich/Greenbank Mining Capital Inc.
208 Queens Quay West, Suite 2506
Toronto, Ontario, M5J 2Y5
Forward-Looking Information: This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business and trading in the common stock of Winston Resources Inc. The forward-looking information is based on certain key expectations and assumptions made by the company's management. Although the company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the company can give no assurance that they will prove to be correct. These forward-looking statements are made as of the date of this press release and the company disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
The CNSX has not reviewed, approved or disapproved the content of this press release
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Source: Winston Resources Inc. (CNSX - WRW) http://www.winstonresourcesinc.com
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