Mr. Richard Williams reports

WINSHEAR GOLD CLOSES OVERSUBSCRIBED $585,000 PRIVATE PLACEMENT

Winshear Gold Corp. has closed a non-brokered private placement of 5.85 million units at 10 cents per unit for gross proceeds of $585,000. Each unit comprises one common share and one-half of one common share purchase warrant. Each full warrant will allow the holder to purchase one common share of Winshear Gold at a price of 15 cents a period of 24 months from the closing date of the financing up to and including May 9, 2025. Cash commissions totalling $15,000 were paid on certain subscriptions. All securities issued as part of this private placement will be subject to a four-month-plus-one-day hold period which will expire Sept. 10, 2023.

Proceeds from the financing will be used for general working capital purposes. Winshear Gold is focused on advancing the Gaban gold project to a drilling program in southeastern Peru and a resolution to its fully financed arbitration case against the government of Tanzania in relation to the expropriation of the company's SMP gold project (see company news releases dated Feb. 13, Feb. 21 and April 4, 2023). The arbitration hearing was held in February, 2023, whereby a judgement is expected within six months of the conclusion of the hearings. Winshear is seeking compensation, damages and interest in excess of $130-million.

This private placement contains related party transactions with insiders purchasing a total of 200,000 units of the placement. These transactions are exempt from the valuation and shareholder exemption requirements of Multilateral Instrument 61-101 pursuant to, in addition to other sections, sections 5.5(a) and 5.7(1)(a), respectively, of that instrument. A material change report was not filed prior to closing of this placement due to the uncertainty of knowing, in advance, when and if final TSX Venture Exchange approval would be obtained, if material details related to the placement would change, and other material information.

About Winshear Gold Corp.

Winshear holds 100-per-cent ownership in the Gaban gold and Tinka iron oxide copper-gold projects in Peru. At Gaban, Winshear has discovered and delineated the Coritiri and Yanamayo bedrock gold anomalies to an area covering 2.2 kilometres by one kilometre.