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Vancouver, British Columbia – TheNewswire - May 23, 2024 – Lake Winn Resources Corp. (TSXV: LWR, FSE: EE1A) (the “Company”) is pleased to announce a non-brokered private placement (the “Offering”) of up to 70,000,000 units of the Company (the “Units”) at a price of $0.05 per Unit for gross proceeds of up to $3,500,000.

Each Unit will consist of one common share in the capital of the Company (a “Share”) and one Share purchase warrant (a “Warrant”). Each Warrant will be exercisable to purchase an additional Share (a “Warrant Share”) at an exercise price of $0.08 per Warrant Share for a period of 24 months after the date of issuance.

Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities laws.

The Company may pay finder’s fees on the Offering within the amount permitted under the policies of the TSX Venture Exchange (the “TSXV”). Assuming completion of the Offering in full, the Company intends to use the proceeds from Offering as follows: up to $2,500,000 on exploration expenditures for the Company’s Little Nahanni Pegmatite project, (ii) up to $500,000 for outstanding accounts payable, (iii) subject to TSXV policies, up to $200,000 on digital advertising for the Company, and (iv) up to $300,000 for general working capital and administrative expenses.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Lake Winn

Lake Winn Resources Corp. is a mineral exploration company focused on advancing the 100% owned Little Nahanni Pegmatite project located in the Northwest Territories near the Yukon Border. The project covers an extensive lithium, cesium, and tantalum pegmatite dyke swarm. The project has had historic drilling and channel sampling that confirm significant lithium, tantalum, cesium, and tin.

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, delays resulting from or inability to obtain applicable regulatory approval for the Offering and the Offering being fully subscribed, are forward-looking statements that involve various risks and uncertainties. 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 hereof and is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.