TSXV: LWR     FSE: EE1A     

LAKE WINN ANNOUNCES PRIVATE PLACEMENT

May 23rd, 2024

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES

Vancouver, British Columbia – 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.

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