Mr. Joseph Carrabba reports

ACQUISITION OF COMMON SHARES OF WINSTON GOLD CORP.

Joseph Carrabba has acquired, through a private placement, ownership and control of 2.7 million units of Winston Gold Corp. at a price equal to five cents per unit for an aggregate purchase price of $135,000. Each unit is composed of one common share of the issuer and one common share purchase warrant of the issuer. Each warrant will entitle the holder to purchase one common share for a period of five years after the date of issuance of the warrant, at a price equal to 10 cents per common share.

Prior to the acquisition, the acquiror had ownership and control of 22,042,817 common shares, 17.25 million warrants and one million options of the issuer, representing approximately 17.5 per cent of the issued and outstanding common shares on a undiluted basis, and assuming the exercise of warrants and options, approximately 28.0 per cent of the issued and outstanding common shares on a partially diluted basis.

Following the acquisition, the acquiror has ownership and control of 24,742,817 common shares, 19.95 million warrants and one million options, representing approximately 15.6 per cent of the issued and outstanding common shares on a undiluted basis, and assuming the exercise of warrants and options, approximately 25.4 per cent of the issued and outstanding common shares on a partially diluted basis.

The units were acquired for investment purposes. In pursuing such purposes, the acquiror takes a long-term view of his investment. He reserves the right to formulate other plans or make other proposals, and take such actions with respect to its investment in the issuer. Depending on market conditions and other factors, the acquiror may acquire additional securities of the issuer as the acquiror may deem appropriate, whether in open market purchases, privately negotiated transactions or otherwise. The acquiror may dispose of some or all of such securities. The acquiror may also reconsider and change his plans or proposals relating to the foregoing.