Mr. Quinn Field-Dyte reports

WINSTON RESOURCES INC. EXECUTES SHARE EXCHANGE AGREEMENT WITH GREEN TREE THERAPEUTICS

Winston Resources Inc. has entered into a definitive agreement dated effective May 31, 2017, with GT Therapeutics Corp., doing business as Green Tree Therapeutics (GTT), pursuant to which the company will complete a reverse takeover and acquire, from the shareholders of GTT, all of the issued and outstanding shares of GTT, causing GTT to become a wholly owned subsidiary of Winston. On completion of the transaction, the business of the target will become the business of Winston, and the company will abandon the Pigeon River property.

The transaction

Terms of the transaction were previously announced in the company's news release dated Feb. 27, 2017, following the execution of a letter of intent with GTT dated Feb. 24, 2017. Since the execution of the LOI, certain terms, including, but not limited to, the purchase price of the shares of GTT and the expected composition of the board of directors and management of the company, have been renegotiated. Pursuant to the share exchange agreement, the company will issue an aggregate of 5.5 million common shares to the existing shareholders of GTT, on a pro rata basis, at a deemed price of 45 cents per transaction share for total consideration of $2,475,000.

The company's news release dated Feb. 27, 2017, included terms relating to the completion of a concurrent private placement. In connection with the same, on March 22, 2017, the company announced the closing of a non-brokered private placement of 11.6 million units at a price of 25 cents per unit for gross proceeds of $2.9-million. Each unit is composed of one common share of the company and one common share purchase warrant of the company, with each warrant exercisable into a common share of the company at an exercise price of 50 cents with a two-year expiry. The proceeds of the concurrent financing will be used by the company for costs related to the transaction and for general working capital of the resulting issuer.

A copy of the share exchange agreement will be filed under Winston's profile on SEDAR. For further details on the terms of the transaction, please refer to the agreement.

Completion of the transaction is subject to a number of conditions, including, but not limited to, satisfactory due diligence and acceptance of the Canadian Securities Exchange. The transaction cannot close until the required approvals are obtained, and the other conditions to the transaction are satisfied. There can be no assurance that the transaction will be completed as proposed or at all.

The exchange has in no way passed upon the merits of the transaction and has neither approved nor disapproved the contents of this press release.

About Green Tree Therapeutics

GTT owns a brand of vaporizers currently in 130 stores, including medical and adult-use dispensaries across North America, and is actively engaged in the expansion of its product offerings for alternative cannabis products, including capsules, oils and lotions. GTT's vaporizers provide therapeutic benefits in the delivery of beneficial CBD and THC extracts, and a system for rapid absorption for the quick delivery of cannabinoids.

Board of directors

Effective on closing of the transaction, the company will appoint one new board member nominated from GTT.

We seek Safe Harbor.