Winston To Spin Off GreenBank Capital


Toronto, Ontario, February 8, 2013 – Winston Resources Inc. (CNSX: WRW) (“Winston”) is pleased to announce that its board of directors has unanimously approved a proposal to spin off to its shareholders 100% of its holdings of its wholly-owned subsidiary, GreenBank Capital Inc (“GreenBank”). Following the spin-off, GreenBank will apply for listing of its common shares on the CNSX.

GreenBank is a newly formed corporate finance investment business focusing on investing in Canadian small cap publicly listed companies. Based on the model of a London merchant bank, GreenBank. will take equity positions in its clients and will participate in client company decisions via board of directors positions. GreenBank will facilitate mergers and acquisitions, often participating with equity in the transactions as appropriate.

On February 8, 2013 GreenBank. agreed to acquire an investment portfolio from Winston payable by the issuance of 25,710,000 common shares of GreenBank. at a deemed price of $0.10 per GreenBank share. The investments comprise of 13,460,000 common shares being 49% of Zara Resources Inc (CNSX: ZRI) (“Zara”) and 12,250,000 common shares being 49% of Hadley Mining Inc (CNSX: HM) (“Hadley”). Zara is a Toronto based mineral company developing its Pigeon River and Riverbank nickel-copper projects, in Ontario, Canada. On February 1, 2013 Zara signed a Letter of Intent to acquire the Forge Lake Gold Project in Ontario for $583,010. For more information please see Zara’s website at . Hadley is a Toronto based mineral company primarily focused on developing its 100% owned Etamame Nickel project, in Northwestern Ontario, Canada For more information please see . As a result of the spin-off, GreenBank, Zara and Hadley will cease to be subsidiaries of Winston.

The spin-off will be transacted by way of a statutory plan of arrangement (the “Plan of Arrangement”) under the Business Corporations Act (British Columbia). Pursuant to the terms of the Plan of Arrangement, Winston will distribute 100% of the outstanding 25,710,000 common shares of GreenBank. to holders of common shares of Winston such that each Winston shareholder of record on the effective date of the Plan of Arrangement will receive 1 common share in the capital of GreenBank. for every 2.562 common shares in the capital of Winston.

A special meeting (“Meeting”) of Winston shareholders will be held on April 15,2013 at which the shareholders will be asked to vote on a special resolution approving the Plan of Arrangement. The record date for determining shareholders entitled to receive notice of and vote at the Meeting, is March 5, 2013. If approved, the spin-off would be completed shortly thereafter, subject to the receipt of all necessary approvals. A further press release will be issued by the Company when the exact effective date is known. The spin-off is subject to numerous conditions including shareholder and court approval, and completion of all regulatory filings.

Danny Wettreich, the CEO of Winston and also the CEO of GreenBank, said “This spin-off will provide our shareholders with the opportunity of participating in an exciting new venture, while at the same time simplifying the corporate structure of Winston.”

About Winston Resources

Winston is a Toronto based mineral company primarily focused on developing it’s 100% owned Elmtree Gold Project in New Brunswick, Canada, as well as the acquisition and development of other Canadian natural resource properties. Winston also owns a majority interest in Hadley Mining Inc (CNSX: HM) and Zara Resources Inc (CNSX: ZRI).

For more information please see or contact Danny Wettreich at (416) 628-9879 or

Forward-Looking Information: This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business and trading in the common stock of Winston Resources Inc. The forward-looking information is based on certain key expectations and assumptions made by the company’s management. Although the company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the company can give no assurance that they will prove to be correct. These forward-looking statements are made as of the date of this press release and the company disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

The CNSX has not reviewed, approved or disapproved the content of this press release.