Subject: LWR News Release
PDF Document
File: Attachment LWR - News Announcing Closing of Shares for Debt Transaction (September 2026).pdf
LAKE WINN RESOURCES ANNOUNCES CLOSING OF SHARES FOR DEBT SETTLEMENT
Vancouver, British Columbia September 2, 2026 Lake Winn Resources Corp. ("Lake Winn" or the
"Company") is pleased to announce that pursuant to its news release dated June 9, 2026, it has closed
its previously announced shares for debt transaction (the "Debt Settlement"). The final Debt Settlement
consisted of the conversion of an aggregate of $454,573.05 in debt owed to certain creditors of the
Company for 6,993,430 common shares of the Company (the "Debt Shares") at a deemed price of $0.065
per Debt Share.1
Certain insiders of the Company participated in the Debt Settlement and are related parties of the
Company pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). Related party involvement in the Debt Settlement constitutes a "related
party transaction". The Company is relying on the exemption from the valuation requirement and
minority approval pursuant to subsection 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the deemed
value of the Debt Settlement Shares issued to insiders does not represent more than 25% of the
Company's market capitalization, as determined in accordance with MI 61-101.
All Debt Shares issued in connection with the Debt Settlement are subject to a statutory hold period of
four months plus a day from the date of issuance of the Debt Shares in accordance with applicable
securities legislation. The Debt Settlement is subject to final approval of the TSX Venture Exchange.
ON BEHALF OF THE BOARD OF DIRECTORS OF LAKE WINN RESOURCES CORP.
Patrick Power
President, CEO & Director
Lake Winn Resources Corp.
Telephone: (604) 218-8772
info@lakewinn.ca
www.lakewinn.ca
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-looking Statements: Certain statements in this news release are "forward-looking statements"
which reflect the Company's current expectations and projections about future events and financial
1 The number of Debt Shares was rounded down to the nearest whole number to avoid any fractional issuances.
trends that it believes might affect its financial condition, results of operations, business strategy, and
financial needs. In some cases, these forward-looking statements can be identified by words or phrases
such as "may", "might", "will", "expect", "anticipate", "estimate", "intend", "plan", "indicate", "seek",
"believe", "estimates", "predicts" or "likely", or the negative of these terms, or other similar expressions
intended to identify forward-looking statements. Whether actual results, performance, or achievements
will conform to the Company's expectations and predictions is subject to a number of known and
unknown risks, uncertainties, assumptions and other factors, including, without limitation, obtaining TSX
Venture Exchange approval of the Debt Settlement. These factors involve various risks and uncertainties
that could cause actual results to differ materially from those anticipated by the Company. Investors
should not place undue reliance on forward-looking information. Important factors that could cause
actual results to differ materially from the Company's expectations include actual exploration results,
results of future resource estimates, future metal prices, availability of capital and financing on acceptable
terms, general economic, market or business conditions, uninsured risks, regulatory changes, defects in
title, availability of personnel, materials and equipment on a timely basis, accidents or equipment
breakdowns, delays in receiving government approvals, unanticipated environmental impacts on
operations and costs to remedy same, and other exploration or other risks detailed herein and from time
to time in the filings made by the Company with securities regulators. The forward-looking information
contained herein is made as of the date of this release. The Company does not undertake any obligation
to update or revise such information, whether as a result of new information, future events, or otherwise,
except as required by applicable securities laws.
2
LEGAL_50369312.1
Word Document
File: '\\swfile\EmailIn\20260903 155125 Attachment LWR - News Announcing Closing of Shares for Debt Transaction (September 2026).docx'
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LEGAL_50369312.1
LAKE WINN RESOURCES ANNOUNCES CLOSING OF SHARES FOR DEBT SETTLEMENT
Vancouver, British Columbia - September 2, 2026 - Lake Winn Resources Corp. ("Lake Winn" or the "Company") is pleased to announce that pursuant to its news release dated June 9, 2026, it has closed its previously announced shares for debt transaction (the "Debt Settlement"). The final Debt Settlement consisted of the conversion of an aggregate of $454,573.05 in debt owed to certain creditors of the Company for 6,993,430 common shares of the Company (the "Debt Shares") at a deemed price of $0.065 per Debt Share. The number of Debt Shares was rounded down to the nearest whole number to avoid any fractional issuances.
Certain insiders of the Company participated in the Debt Settlement and are related parties of the Company pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Related party involvement in the Debt Settlement constitutes a "related party transaction". The Company is relying on the exemption from the valuation requirement and minority approval pursuant to subsection 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the deemed value of the Debt Settlement Shares issued to insiders does not represent more than 25% of the Company's market capitalization, as determined in accordance with MI 61-101.
All Debt Shares issued in connection with the Debt Settlement are subject to a statutory hold period of four months plus a day from the date of issuance of the Debt Shares in accordance with applicable securities legislation. The Debt Settlement is subject to final approval of the TSX Venture Exchange.
ON BEHALF OF THE BOARD OF DIRECTORS OF LAKE WINN RESOURCES CORP.
Patrick Power
President, CEO & Director
Lake Winn Resources Corp.
Telephone: (604) 218-8772
info@lakewinn.ca
www.lakewinn.ca
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-looking Statements: Certain statements in this news release are "forward-looking statements" which reflect the Company's current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business strategy, and financial needs. In some cases, these forward-looking statements can be identified by words or phrases such as "may", "might", "will", "expect", "anticipate", "estimate", "intend", "plan", "indicate", "seek", "believe", "estimates", "predicts" or "likely", or the negative of these terms, or other similar expressions intended to identify forward-looking statements. Whether actual results, performance, or achievements will conform to the Company's expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including, without limitation, obtaining TSX Venture Exchange approval of the Debt Settlement. These factors involve various risks and uncertainties that could cause actual results to differ materially from those anticipated by the Company. Investors should not place undue reliance on forward-looking information. Important factors that could cause actual results to differ materially from the Company's expectations include actual exploration results, results of future resource estimates, future metal prices, availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, defects in title, availability of personnel, materials and equipment on a timely basis, accidents or equipment breakdowns, delays in receiving government approvals, unanticipated environmental impacts on operations and costs to remedy same, and other exploration or other risks detailed herein and from time to time in the filings made by the Company with securities regulators. The forward-looking information contained herein is made as of the date of this release. The Company does not undertake any obligation to update or revise such information, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws.
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