Winston Resources Inc. announced a non-brokered private placement of 2,500,000 units at a price of CAD 0.10 per unit for gross proceeds of CAD 250,000 on January 28, 2013. Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one additional common share in the capital of the company at an exercise price of CAD 0.20 for 24 months after closing. The company may accelerate the expiration date of the warrants in the event that the common shares trade on the CNSX at a closing price of greater than CAD 0.30 per share for a period of 10 consecutive trading days. The transaction will see participation from one investor. The securities issued will be subject to a hold period of four months and a day. The securities will be issued pursuant to Regulation D.

On January 29, 2013, Winston Resources Inc. closed the transaction.