Mr. Richard Williams reports

WINSHEAR CLOSES OVERSUBSCRIBED PRIVATE PLACEMENT

Winshear Gold Corp. has closed a non-brokered private placement of 12,633,333 units for gross proceeds of $757,999.98. Each unit comprises one common share and one-half share purchase warrant, with each full warrant providing the holder with the right to purchase one share at a price of 12 cents for a period of 24 months from the closing date of the financing up to and including June 24, 2027.

Finders' fees of $25,680 cash and 339,000 warrants were paid on certain subscriptions. (Such compensation warrants have the same terms and conditions as the warrants issued to subscribers but are non-transferable). All securities issued as part of this private placement will be subject to a hold period which expires on Oct. 25, 2025.

Proceeds from the offering will be used to finance exploration at the company's Thunder Bay gold project and for general working capital. The acquisition of the project remains under review by the TSX Venture Exchange and is subject to final TSX-V acceptance; all subscribers of the offering have, in writing, acknowledged such fact and consented to the closing of the offering before such final acceptance has been granted for the project.

Certain Winshear directors and officers purchased a total of 1.1 million units in the offering; their participation may be considered a related party transaction under Multilateral Instrument 61-101, but pursuant to sections 5.5(a) and 5.7(1)(a) of the instrument, the transaction is exempt from the formal valuation and minority shareholder approval requirements contained in the same.

About Winshear Gold Corp.

Winshear Gold is a Canadian-based minerals exploration company.

We seek Safe Harbor.