Mr. Richard Williams reports

WINSHEAR GOLD ANNOUNCES SHARE CONSOLIDATION

Winshear Gold Corp.'s common shares will begin trading on a postconsolidated basis at the opening of the market on Feb. 13, 2024, under the existing trading symbol WINS.

After Winshear's $25-million return of capital of its shareholders in December of 2023, Winshear retained approximately $3-million to carry out an inaugural drill program at its Gaban gold project in southeastern Peru in 2024. After consulting with key shareholders in Winshear, directors and management felt it was prudent to complete a rollback prior to the coming drill program, where the company is completely focused on bearing out the value of its Peruvian exploration assets. The drill program is expected to commence in June of 2024. The company is also advancing its ICA iron oxide copper/gold ore project.

The company will be consolidating its outstanding common share capital on the basis of one postconsolidation share for three preconsolidation shares. No fractional shares will be issued pursuant to the consolidation, and any fractions will be rounded to the nearest whole number. As of the date of this news release, the company has 94,255,895 common shares issued and outstanding. Following completion of the consolidation, it is anticipated that the company will have approximately 31,418,631 common shares issued and outstanding.

A letter of transmittal describing the process by which shareholders may obtain new certificates representing their postconsolidated common shares will be mailed to registered shareholders.

Effective date:  Feb. 13, 2024

New Cusip:  97536W207

New ISIN:  CA97536W2076

The company's name and trading symbol will remain the same.

About Winshear Gold Corp.

Winshear is a Canadian-based mineral exploration company, advancing the Gaban gold project in the Puno region of Peru. Gaban is a possible hardrock source for the modern-day alluvial gold rush under way in the Madre de Dios basin downstream. An inaugural drill program is planned for June of 2024. Winshear has exposure to critical minerals where it is also advancing its ICA IOCG project 300 kilometres southeast of Lima.

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