Small Company Offering and Sale of Securities Without Registration (d)

Share Name	Share Symbol	Market	Type
Winston Gold Corp (CE)	USOTC:WGMCF	OTCMarkets	Common Stock

o NoneEntity Type

0001680962

6649930 Manitoba Ltd.

WINSTON GOLD MINING CORP.

x Corporation

o Limited Partnership

o Limited Liability Company

o General Partnership

o Business Trust

o Other

Name of Issuer

WINSTON GOLD CORP.

Jurisdiction of Incorporation/OrganizationBRITISH 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

3. Related Persons

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:

Executive Officer

Director

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:

Executive Officer

Director

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:

Executive Officer

Director

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:

Executive Officer

Director

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:

Executive Officer

Director

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:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

4. Industry Group

o	Agriculture			Health Care		o	Retailing
	Banking & Financial Services			o	Biotechnology	o	Restaurants
	o	Commercial Banking		o	Health Insurance		Technology
	o	Insurance		o	Hospitals & Physicians		o	Computers
	o	Investing		o	Pharmaceuticals		o	Telecommunications
	o	Investment Banking		o	Other Health Care		o	Other Technology
	o	Pooled Investment Fund					Travel
	o	Other Banking & Financial Services	o	Manufacturing			o	Airlines & Airports
				Real Estate			o	Lodging & Conventions
				o	Commercial		o	Tourism & Travel Services
				o	Construction		o	Other Travel
				o	REITS & Finance	x	Other
				o	Residential
				o	Other Real Estate
o	Business Services
	Energy
	o	Coal Mining
	o	Electric Utilities
	o	Energy Conservation
	o	Environmental Services
	o	Oil & Gas
	o	Other Energy

5. Issuer Size

Revenue Range		Aggregate Net Asset Value Range
o	No Revenues	o	No Aggregate Net Asset Value
o	$1 - $1,000,000	o	$1 - $5,000,000
o	$1,000,001 - $5,000,000	o	$5,000,001 - $25,000,000
o	$5,000,001 - $25,000,000	o	$25,000,001 - $50,000,000
o	$25,000,001 - $100,000,000	o	$50,000,001 - $100,000,000
o	Over $100,000,000	o	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))	o	Rule 505
o	Rule 504 (b)(1)(i)	x	Rule 506(b)
o	Rule 504 (b)(1)(ii)	o	Rule 506(c)
o	Rule 504 (b)(1)(iii)	o	Securities Act Section 4(a)(5)
		o	Investment Company Act Section 3(c)

7. Type of Filing

New Notice

Date of First Sale

2019-12-23

First Sale Yet to Occur

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes

9. Type(s) of Securities Offered (select all that apply)

o	Pooled Investment Fund Interests	x	Equity
o	Tenant-in-Common Securities	o	Debt
o	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?	o	Yes	x	No

Clarification of Response (if Necessary)

11. Minimum Investment

Minimum investment accepted from any outside investor

$ 0 USD

12. Sales Compensation

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	o	All States

13. Offering and Sales Amounts

Total Offering Amount	$ 565215 USD	o Indefinite
Total Amount Sold	$ 161490 USD
Total Remaining to be Sold	$ 403725 USD	o 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.

14. Investors

o	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	o	Estimate
Finders' Fees	$ 0 USD	o	Estimate

Clarification of Response (if Necessary)

16. Use of Proceeds

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