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File: Winston Resources - News Release re Execution of Share Exchange Agreement.docx

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WINSTON RESOURCES INC.
For Immediate Release
 May 31, 2017
 
 

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


Winston Resources Inc. ("Winston" or the "Company") (CSE: WRW; FSE:WNT) is pleased to announce that it has entered int
--->o a definitive agreement dated effective May 31, 2017 (the "Share Exchange Agreement") with GT Therapeutics Corporatio
--->n, dba Green Tree Therapeutics ("GTT"), pursuant to which the Company will complete a reverse takeover and acquire fro
--->m the shareholders of GTT, all of the issued and outstanding shares of GTT, causing GTT to become a wholly owned subsi
--->diary of Winston (the "Transaction"). On completion of the Transaction, the business of the Target will become the bus
--->iness 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 February 27, 2017, following th
--->e execution of a letter of intent ("LOI") with GTT dated February 24, 2017. Since the execution of the LOI, certain te
--->rms, 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 5,500,000 common shares (the "Transaction Shares") to the existing shareholders of GTT, on
---> a pro rata basis, at a deemed price of $0.45 per Transaction Share for total consideration of $2,475,000. 

The Company's news release dated February 27, 2017 included terms relating to the completion of a concurrent private p
--->lacement.  In connection with the same, on March 22, 2017, the Company announced the closing of a non-brokered private
---> placement of 11,600,000 units ("Units") at a price of $0.25 per Unit for gross proceeds of $2,900,000 (the "Concurren
--->t Financing"). Each Unit is comprised of one common share of the Company and one common share purchase warrant of the 
--->Company (each whole warrant, a "Warrant"), with each Warrant exercisable into a common share of the Company at an exer
--->cise price of $0.50 with a two-year expiry. The proceeds of the Concurrent Financing will be used by the Company for c
--->osts 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 at www.sedar.com. For further de
--->tails 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 dili
--->gence and acceptance of the Canadian Securities Exchange (the "CSE" or the "Exchange"). The Transaction cannot close u
--->ntil the required approvals are obtained and the other conditions to the Transaction are satisfied. There can be no as
--->surance 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 cont
--->ents 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 Amer
--->ica, and is actively engaged in the expansion of its product offerings for alternate cannabis products, including caps
--->ules, oils, and lotions. GTT's vaporizers provide therapeutic benefits in the delivery of beneficial CBD and THC extra
--->cts, and a system for rapid absorption for the quick delivery of cannabinoids. Further information can be found on the
---> Company's website at www.greentreetherapeutics.com.

Board of Directors 

Effective on closing of the Transaction, the Company will appoint one new Board member nominated from GTT. 

ON BEHALF OF THE BOARD OF DIRECTORS 

"Quinn Field-Dyte" 

Quinn Field-Dyte, Chief Executive Officer

For additional information, please contact:

Winston Resources Inc.
Quinn Field-Dyte, CEO
Phone: 604-283-1722

Cautionary Statement Regarding "Forward-Looking" Information

This release includes certain statements that may be deemed "forward-looking statements". All statements in this relea
--->se, other than statements of historical facts, that address events or developments that the Company expects to occur, 
--->are forward-looking statements. Forward-looking statements are statements that are not historical facts and are genera
--->lly, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "p
--->rojects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should
--->" occur. In particular, this release contains forward-looking information relating to the intention of the parties to 
--->complete the Transaction, the related transactions and the business of the Company. Although the Company believes the 
--->expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not
---> guarantees of future performance and actual results may differ materially from those in the forward-looking statement
--->s. Factors that could cause the actual results to differ materially from those in forward-looking statements include r
--->egulatory actions, market prices, and continued availability of capital and financing, and general economic, market or
---> business conditions. Investors are cautioned that any such statements are not guarantees of future performance and ac
--->tual results or developments may differ materially from those projected in the forward-looking statements. Forward-loo
--->king statements are based on the beliefs, estimates and opinions of the Company's management on the date the statement
--->s are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these for
--->ward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change
--->.