Winwell Ventures receives shareholder approval for business combination with Carlin Opportunities

VANCOUVER, June 5, 2017 /CNW/ - Winwell Ventures Inc. ("Winwell") is pleased to announce that, at the annual and special meeting of shareholders held earlier today, the shareholders of Winwell (the "Winwell Shareholders") overwhelmingly voted in favour of the special resolution to approve the arrangement with Carlin Opportunities Inc. ("Carlin"), pursuant to which Winwell will acquire all of the common shares of Carlin by way of a court approved plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia). The Arrangement was approved by 100% of votes cast by the Winwell Shareholders.

Winwell Shareholders also overwhelmingly voted in favour of an ordinary resolution to approve the acquisition of the Carlin Trend properties in Nevada by the resulting issuer entity from the Arrangement from a subsidiary of Waterton Precious Metals Fund II Cayman, LP (the "Asset Acquisition"). The Asset Acquisition was approved by 100% of votes cast by the Winwell Shareholders.

Additional information concerning the Arrangement and the Asset Acquisition can be found in the management information circular of Winwell dated April 25, 2017, and available under Winwell's issuer profile on SEDAR at www.sedar.com.

Completion of the Arrangement and the Asset Acquisition is subject to, among other things, receiving the requisite court and final stock exchange approvals, and the satisfaction of other customary conditions for a transaction of this nature. Closing of the Arrangement and the Asset Acquisition is expected to occur on or about June 7, 2017.

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the completion of the Arrangement and the Asset Acquisition, the timing and receipt of the required court, stock exchange and regulatory approvals for the Arrangement and the Asset Acquisition; and the timing and ability of Winwell and Carlin to satisfy the conditions precedent to completing the Arrangement and the Asset Acquisition.

These forward-looking statements are based on reasonable assumptions and estimates of management of Winwell and Carlin, as the case may be, at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Winwell or Carlin, as the case may be, to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: satisfaction or waiver of certain escrow release conditions and all applicable conditions to the completion of the Arrangement and the Asset Acquisition (including receipt of all necessary court, stock exchange, regulatory and other approvals or consents, and the absence of material changes with respect to the parties and their respective businesses, all as more particularly set forth in the arrangement agreement between Carlin and Winwell dated December 8, 2016, as amended January 31, 2017, and the securities exchange agreement among Carlin, Winwell, Waterton Nevada Splitter, LLC and Clover Nevada II LLC, dated December 8, 2016, as amended January 31, 2017); the synergies expected from the proposed transaction not being realized; business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; fluctuations in spot and forward prices of gold, silver, base metals or certain other commodities; fluctuations in currency markets (such as the Canadian dollar to United States dollar exchange rate); change in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability of increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); and title to properties. Although the forward-looking statements contained in this news release are based upon what management of Winwell and/or Carlin, as the case may be, believes, or believed at the time, to be reasonable assumptions, Winwell and/or Carlin, as the case may be, cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended.

Readers should not place undue reliance on the forward-looking statements and information contained in this news release. Winwell and Carlin assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

SOURCE Winwell Ventures Inc.

For further information: Winwell Ventures Inc., Murray Oliver, President & Chief Executive Officer, E-mail: mjo@pemcorp.com; Carlin Opportunities Inc., Matthew Lennox-King, Chief Executive Officer, E-mail: info@ContactGoldCorp.com

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