Winston resources announces distribution of common shares of abattis bioceuticals to winston resources shareholders gas unlimited houston


VANCOUVER, May 24, 2018 /CNW/ – Winston Resources Inc. (" Winston" or the " Company") ( CSE: WRW; FSE:WNT) is pleased to announce that further to its news release on January 11, 2018 that the Company intends to distribute the 15,000,000 common shares (the " Abattis Shares") of Abattis Bioceuticals Corp. ( " Abattis") on a pro rata basis to the holders of record as of January 23, 2018 (the " Winston Shareholders") of common shares of Winston (the " Proposed Distribution"). The Abattis Shares are subject to a hold period expiring May 25, 2018.

Winston acquired the Abbatis Shares pursuant to the terms of an assignment agreement dated January 10, 2018 (the " Assignment Agreement") between Winston and Abbatis relating to the acquisition of GT Therapeutics Corporation, dba Green Tree Therapeutics (" GTT"). In connection with the closing of the acquisition of GTT by Abattis on January 25, 2018, the Company was issued the Abattis Shares.

After due consideration, Winston’s board of directors (the " Board") has approved the Proposed Distribution and believes that the Proposed Distribution will provide Winston Shareholders with two separate investments, and will therefore provide Winston Shareholders with investment flexibility, as they will hold a direct interest in two companies each of which is focused on different objectives. This will allow Winston Shareholders to make focused investment decisions with respect to each type of investment.

The information contained in this news release is not intended to be, and should not be construed to be, legal, business or tax advice to any particular Winston Shareholder or any other person, and no representation is made in this news release with respect to the tax consequences to any particular Winston Shareholder or other person. Winston Shareholders should consult with their own tax advisors regarding the tax consequences of the Proposed Distribution having regard to their particular circumstances.

This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. In particular, this release contains forward-looking information relating to the intention of the parties to complete the Transaction, the related transactions and the business of the Company. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.