Placement of new fully paid ordinary shares in the Company (New Shares) at the Offer Price to raise a minimum of A$3.0 million, with the ability to accept oversubscriptions (Placement or Offer). WIN will issue one (1) attaching option (Option) for every two (2) New Shares issued pursuant to the Placement. The Options will be exercisable at A$0.044, each with an expiry date of 18 months from the date of issue.

The Placement will be subject to shareholder approval and conditional on the Palm Springs Gold Project acquisition (to be renamed Butchers Creek Gold Project) being approved at an upcoming General Meeting (General Meeting) expected to be held around late October 2024. Offer price of A$0.025 per New Share (Offer Price).

The Offer Price represents a:

• 19.4% discount to the Company’s last traded price on Wednesday, 4 September 2024 (A$0.0310)
• 22.9% discount to the 5-day VWAP (A$0.0324)
• 22.7% discount to the 10-day VWAP (A$0.0323)
• 13.6% discount to the 30-day VWAP (A$0.0289)

WIN has confirmed that funds from the Placement will be applied towards:

• Consideration for the acquisition and associated costs of the Palm Springs Gold Project (to be renamed Butchers Creek Gold Project) (the Project);
• Exploration and evaluation work at the Project; and
• Costs of the offer and general working capital purposes.

Acquisition Terms As announced on 28 August 2024, WIN has recently signed a tenement sale agreement for the acquisition of the portfolio of tenements previously known as the Palm Springs Gold Project from Meteoric Resources NL (ASX: MEI) (Meteoric), located 30km southeast of Halls Creek in the Kimberley region of Western Australia (the Acquisition). WIN will now refer to the acquired tenements as the "Butchers Creek Gold Project."

Upfront consideration to Meteoric will comprise the following:

1. $50,000 + GST (Exclusivity Fee);
2. $950,000 + GST (being $1,000,000 minus the Exclusivity Fee); and
3. WIN Shares to the value of $1,750,000 (calculated based on a deemed issue price per WIN Share equal to the issue price applicable to the WIN capital raising) (Consideration Shares). The Consideration Shares will be subject to a 12-month voluntary escrow agreement.

The cash consideration referred to above may be (or in the case of the Exclusivity Fee, has been) funded from the Company’s existing cash reserves.

Deferred and contingent consideration payable post-settlement comprises:

1. $1,000,000 + GST payable to Meteoric 18 months after Settlement; and
2. An additional $1,250,000 + GST upon the production by the Company of 20,000 troy ounces of gold (in aggregate) at the Project.

Completion of the Acquisition is subject to:

• A capital raising of not less than $3,000,000 within 75 days of signing, with the majority of the raised funds dedicated to the exploration and development of the Project.
• The Company obtaining shareholder approval for the purposes of Listing Rule 7.1 to issue the Consideration Shares.
• The parties receiving all the regulatory and third-party approvals required for the transaction to proceed.

Butchers Creek Gold Project

• The Butchers Creek Gold Project is a historic gold production center hosting a current high-grade mineral resource of 5.6Mt @ 2.0g/t Au for 357koz of gold, based around two resource areas and a series of advanced gold targets from over 60 known gold occurrences on the 100km² tenement package.
• Previous production from the Butchers Creek gold mines between 1996 and 1997 produced 57koz at 2.1g/t until mining ceased due to low gold prices.
• Past drilling by Meteoric, since its acquisition in 2020, has extended the thick high-grade mineralisation at Butchers Creek 360m to the south of the current open pit with results including:
  • 69m @ 4.38g/t Au from 181m, including 19m @ 7.22g/t Au from 204m.
  • 56m @ 2.69g/t Au from 181m, including 18m @ 4.85g/t Au from 203m.
• Minimal work has been conducted on the Project by Meteoric since its acquisition, with mineralisation at Butchers Creek remaining open at depth and down plunge and showing significant potential to extend south of current drilling.
• At the Golden Crown Prospect, located ~6kms north of Butchers Creek, historic drilling by Northern Star Resources (reported by Meteoric) defined high-grade mineralisation at both the Golden Crown and Faugh-a-Ballagh Prospects. Previous drilling was limited to a depth of 100m, with ~600m of strike remaining open between the two defined resources. Significant intercepts include:
  • 2.0m @ 200.2g/t Au from 22m.
  • 5.0m @ 70.5g/t Au from 9m.
• The Project is located ~70km from the Nicolsons Mill, currently owned by Pantoro Limited.
• An aggressive exploration program is underway, with drilling expected to commence in October 2024.