Small Company Offering and Sale of Securities Without Registration (d)
08/01/2020 11:02am
Edgar (US Regulatory)
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NoneEntity Type | 0001680962 | 6649930 Manitoba Ltd. WINSTON GOLD MINING CORP. |
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Corporation
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Limited Partnership
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Limited Liability Company
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General Partnership
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Business Trust
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Other |
| Name of Issuer |
WINSTON GOLD CORP. |
| Jurisdiction of Incorporation/Organization |
| BRITISH COLUMBIA, CANADA |
| |
| Year of Incorporation/Organization |
| |
x
| Over Five Years Ago |
| |
o
| Within Last Five Years (Specify Year) | |
| |
o
| Yet to Be Formed | |
| 2. Principal Place of Business and Contact Information |
| Name of Issuer | |
| WINSTON GOLD CORP. | |
| Street Address 1 | Street Address 2 |
| SUITE 201 - 919 NOTRE DAME AVENUE | |
| City | State/Province/Country | ZIP/Postal Code | Phone No. of Issuer |
| WINNIPEG | MANITOBA, CANADA | R3E 0M8 | 204.989.2434 |
| Last Name | First Name | Middle Name |
| Nye | Murray | |
| Street Address 1 | Street Address 2 |
| Suite 201 - 919 Notre Dame Avenue | |
| City | State/Province/Country | ZIP/Postal Code |
| Winnipeg | MANITOBA, CANADA | R3E 0M8 |
| Relationship: |
x
| Executive Officer |
x
| Director |
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| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Polinsky | Max | |
| Street Address 1 | Street Address 2 |
| Suite 201 - 919 Notre Dame Avenue | |
| City | State/Province/Country | ZIP/Postal Code |
| Winnipeg | MANITOBA, CANADA | R3E 0M8 |
| Relationship: |
x
| Executive Officer |
x
| Director |
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| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Stewin | Stan | |
| Street Address 1 | Street Address 2 |
| Suite 201 - 919 Notre Dame Avenue | |
| City | State/Province/Country | ZIP/Postal Code |
| Winnipeg | MANITOBA, CANADA | R3E 0M8 |
| Relationship: |
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| Executive Officer |
x
| Director |
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| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Porterfield | Darwin | |
| Street Address 1 | Street Address 2 |
| Suite 201 - 919 Notre Dame Avenue | |
| City | State/Province/Country | ZIP/Postal Code |
| Winnipeg | MANITOBA, CANADA | R3E 0M8 |
| Relationship: |
o
| Executive Officer |
x
| Director |
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| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Fabbro | Allan | |
| Street Address 1 | Street Address 2 |
| Suite 201 - 919 Notre Dame Avenue | |
| City | State/Province/Country | ZIP/Postal Code |
| Winnipeg | MANITOBA, CANADA | R3E 0M8 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Carrabba | Joseph | |
| Street Address 1 | Street Address 2 |
| Suite 201 - 919 Notre Dame Avenue | |
| City | State/Province/Country | ZIP/Postal Code |
| Winnipeg | MANITOBA, CANADA | R3E 0M8 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
|
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| Agriculture | | Health Care |
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| Retailing |
| | Banking & Financial Services | |
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| Biotechnology |
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| Restaurants |
| |
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| Commercial Banking | |
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| Health Insurance | | Technology |
| |
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| Insurance | |
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| Hospitals & Physicians | |
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| Computers |
| |
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| Investing | |
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| Pharmaceuticals | |
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| Telecommunications |
| |
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| Investment Banking | |
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| Other Health Care | |
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| Other Technology |
| |
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| Pooled Investment Fund
| | | | | Travel |
| |
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| Other Banking & Financial Services |
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| Manufacturing | |
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| Airlines & Airports |
| | Real Estate | |
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| Lodging & Conventions |
| |
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| Commercial | |
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| Tourism & Travel Services |
| |
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| Construction | |
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| Other Travel |
| |
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| REITS & Finance |
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| Other |
| |
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| Residential | |
| |
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| Other Real Estate | |
|
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| Business Services | |
| | Energy | |
| |
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| Coal Mining | |
| |
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| Electric Utilities | |
| |
o
| Energy Conservation | |
| |
o
| Environmental Services | |
| |
o
| Oil & Gas | |
| |
o
| Other Energy | |
| Revenue Range | Aggregate Net Asset Value Range |
|
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| No Revenues |
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| No Aggregate Net Asset Value |
|
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| $1 - $1,000,000 |
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| $1 - $5,000,000 |
|
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| $1,000,001 - $5,000,000 |
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| $5,000,001 - $25,000,000 |
|
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| $5,000,001 - $25,000,000 |
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| $25,000,001 - $50,000,000 |
|
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| $25,000,001 - $100,000,000 |
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| $50,000,001 - $100,000,000 |
|
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| Over $100,000,000 |
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| Over $100,000,000 |
|
x
| Decline to Disclose |
o
| Decline to Disclose |
|
o
| Not Applicable |
o
| Not Applicable |
| 6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) |
|
o
| Rule 504(b)(1) (not (i), (ii) or (iii)) |
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| Rule 505 |
|
o
| Rule 504 (b)(1)(i) |
x
| Rule 506(b) |
|
o
| Rule 504 (b)(1)(ii) |
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| Rule 506(c) |
|
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| Rule 504 (b)(1)(iii) |
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| Securities Act Section 4(a)(5) |
| |
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| Investment Company Act Section 3(c) |
|
x
| New Notice | Date of First Sale | 2019-12-23 |
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| First Sale Yet to Occur |
| Does the Issuer intend this offering to last more than one year? |
x
| Yes |
o
| No |
| 9. Type(s) of Securities Offered (select all that apply) |
|
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| Pooled Investment Fund Interests |
x
| Equity |
|
o
| Tenant-in-Common Securities |
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| Debt |
|
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| Mineral Property Securities |
x
| Option, Warrant or Other Right to Acquire Another Security |
|
x
| Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security |
x
| Other (describe) |
| | Units comprised of one common share and one common share purchase warrant. Each warrant is exercisable into a common share at C$0.20 for 60 months. |
| 10. Business Combination Transaction |
| Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
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| Yes |
x
| No |
| |
| Clarification of Response (if Necessary) | |
| |
| Minimum investment accepted from any outside investor | $ 0 USD |
| Recipient | Recipient CRD Number |
o
| None |
| | |
| (Associated) Broker or Dealer |
o
| None | (Associated) Broker or Dealer CRD Number |
o
| None |
| | |
| Street Address 1 | Street Address 2 |
| | |
| City | State/Province/Country | ZIP/Postal Code |
| | | |
| State(s) of Solicitation |
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| All States |
| |
| |
| 13. Offering and Sales Amounts |
| Total Offering Amount | $ 565215 USD |
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Indefinite |
| Total Amount Sold | $ 161490 USD | |
| Total Remaining to be Sold | $ 403725 USD |
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Indefinite |
| |
| Clarification of Response (if Necessary) |
| Offering Amount represents Unit price (2691500xC$0.08 (US$0.06)) plus exercise price of underlying warrants (2691500xC$0.20 (US$0.15)). No guarantee that the warrants, expiring 12/23/2024, will be exercised. Exchange rate of US$1:C$1.3160 on 12/23/2019. |
|
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| Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
| |
| | Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: | 9 |
| 15. Sales Commissions & Finders’ Fees Expenses |
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
|
| Sales Commissions | $ 0 USD |
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| Estimate |
| Finders' Fees | $ 0 USD |
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| Estimate |
| |
| Clarification of Response (if Necessary) |
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Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
|
| | $ 0 USD |
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