Winston to Spin Off CNRP Mining
This news release is not for distribution or dissemination in the United States of America
Toronto, Ontario CANADA, February 19, 2013 /FSC/ - Winston Resources Inc. (WRW - CNSX) ("Winston") is pleased to announce that its board of directors has unanimously approved a proposal to spin off to its shareholders approximately 15% of its wholly-owned subsidiary, CNRP Mining Inc ("CNRP"). Following the spin-off, CNRP will apply for listing of its common shares on the CNSX.
CNRP owns 100% of the advanced Elmtree Gold Project in New Brunswick, Canada ("Elmtree"). The Elmtree Property is located in the Bathurst Mining Camp approximately 25 km northwest of Bathurst, New Brunswick and comprises a total of 83 claims that cover a contiguous area of approximately 1,811 hectares. Elmtree has an indicated resource of 99,000 ounces of gold and an inferred resource of 195,000 ounces of gold.
The spin-off will be transacted by way of a statutory plan of arrangement (the "Plan of Arrangement") under the Business Corporations Act (British Columbia). Pursuant to the terms of the Plan of Arrangement, Winston will distribute 2,064,982 of the outstanding 14,000,000 common shares of CNRP to holders of common shares of Winston such that each Winston shareholder of record on the effective date of the Plan of Arrangement will receive 1 common share in the capital of CNRP for every 32 common shares in the capital of Winston.
A special meeting ("Meeting") of Winston shareholders will be held on April 5, 2013 at which the shareholders will be asked to vote on a special resolution approving the Plan of Arrangement. The record date for determining shareholders entitled to receive notice of and vote at the Meeting, is March 5, 2013. If approved, the spin-off would be completed shortly thereafter, subject to the receipt of all necessary approvals. A further press release will be issued by the Company when the exact effective date is known. The spin-off is subject to numerous conditions including shareholder and court approval, and completion of all regulatory filings.
About Winston Resources
Winston is a Toronto based mineral company whose subsidiary CNRP Mining Inc. is developing its 100% owned Elmtree Gold Project in New Brunswick, Canada.
For more information please see www.WinstonResourcesInc.com or contact Danny Wettreich at (416) 628 9879 or dw@WinstonResourcesInc.com
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.
WINSTON RESOURCES INC.
208 Queens Quay West,
Suite 2506,
Toronto, Ontario,
M5J 2Y5
Phone: (416) 628 9879
To view this press release as a PDF file, click onto the following link:
http://www.usetdas.com/pr/WinstonFeb192013.pdf
Source: Winston Resources Inc. (CNSX - WRW) http://www.winstonresourcesinc.com
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