Winston Gold Corp.

(An Exploration Stage Company)

Condensed Interim Consolidated Financial Statements

(Expressed in Canadian Dollars)

(unaudited)

For the Nine and Three Months ended September 30, 2021 and 2020

Notice to Reader

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim consolidated financial statements; they must be accompanied by a notice indicating that the condensed interim consolidated financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company's management.

The Company's independent auditor has not performed a review of these unaudited condensed interim consolidated financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of condensed interim consolidated financial statements by an entity's auditor.

Winston Gold Corp.

(An Exploration Stage Company)

Condensed Interim Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

(unaudited)

As atSeptember 30, 2021 December 31, 2020

Assets

Current assets

Cash

$

46,045

$

1,694,849

Accounts receivable (Note 20)

13,543

94,782

Prepaid expenses and deposits (Note 7)

55,593

79,026

Total current assets

115,181

1,868,657

Non-current assets

Equipment (Note 8)

1,019,330

1,155,352

Right-of-use asset (Note 9)

731,936

891,974

Reclamation bonds (Note 13)

86,906

56,572

Total non-current assets

1,838,172

2,103,898

Total Assets

$

1,953,353

$

3,972,555

Liabilities

Current liabilities

Accounts payable and accrued liabilities

$

1,138,792

$

438,937

Due to related party (Note 20)

259,252

-

Loans advanced (Note 19(e))

637,050

-

Debenture interest payable (Note 11)

41,254

11,011

Debentures payable (Note 11)

1,234,247

1,296,436

Lease liability (Note 9)

196,920

175,966

Due to directors (Note 10)

168,234

322,857

Total current liabilities

3,675,749

2,245,207

Non-current liabilities

Due to director, long-term (Note 12)

382,230

381,960

Lease liability (Note 9)

616,665

766,530

Restoration liabilities (Note 13)

86,906

56,572

Total non-current liabilities

1,085,801

1,205,062

Total Liabilities

4,761,550

3,450,269

Shareholders' Equity (Deficiency)

34,755,937

Share capital (Note 15)

29,445,331

Share purchase warrants (Note 17)

10,576,718

8,147,576

Share subscriptions received (Note 14)

62,500

670,400

Contributed surplus (Note 18)

3,584,569

3,019,784

Accumulated other comprehensive (loss)

(152,702)

(115,213)

Deficit

(51,635,219)

(40,645,592)

Total Shareholders' Equity (Deficiency)

(2,808,197)

522,286

Total Liabilities and Shareholders' Equity (Deficiency)

$

1,953,353

$

3,972,555

Nature of operations and going concern (Note 1)

Subsequent events (Note 24)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Approved by The Board of Directors on November 23, 2021

"Murray Nye"

"Stan Stewin"

Director

Director

1

Winston Gold Corp.

(An Exploration Stage Company)

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss For the nine and three months ended September 30, 2021 and 2020 (Expressed in Canadian Dollars)

(unaudited)

Nine months ended September 30,

Three months ended September 30,

2021

2020

2021

2020

Expenses

Exploration and evaluation expenses (Notes 19, 20)

$

8,004,941

$

5,133,909

$

1,739,114

$

2,345,882

Office and administrative costs (Note 20)

351,530

298,973

123,074

176,092

Management fees (Note 20)

337,500

240,000

106,500

90,000

Professional and consulting fees

1,127,768

984,101

167,544

591,191

Travel

131,905

73,562

30,888

44,504

Depreciation expense (Note 8)

165,245

96,245

55,678

39,267

Interest and accretion expense (Note 11)

92,604

143,824

31,386

35,477

Shareholder loan interest (forgiveness) (Note 20)

(49,460)

45,425

(53,623)

15,680

Debenture bonus expense (Note 11)

-

154,391

-

-

Share based payments (Notes 16, 20)

773,462

632,845

-

336,320

Loss (gain) on embedded derivative (Note 11)

-

(109,447)

-

-

Gain on settlement of debt

(1,604)

-

-

-

Unrealized (gain) loss on revaluation of securities (Note 6)

-

113,415

-

-

Gain on disposal of securities (Note 6)

-

(84,526)

-

-

Foreign exchange (gain) loss

55,736

213,806

59,251

(90,062)

Loss for the period

(10,989,627)

(7,936,523)

(2,259,812)

$

(3,584,351)

Foreign exchange on translation of subsidiaries

(37,489)

(54,856)

3,438

(78,206)

Loss and comprehensive loss for the period

$

(11,027,116)

$

(7,991,379)

$

(2,256,374)

$

(3,662,557)

Basic and diluted loss per share

$(0.028)

$(0.038)

$(0.005)

$(0.014)

Weighted average number of common shares outstanding

Basic and diluted

387,998,381

209,765,433

411,844,875

252,990,090

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

2

Winston Gold Corp.

(An Exploration Stage Company)

Condensed Interim Statements of Changes in Shareholders' Deficiency

As at September 30, 2021

(Expressed in Canadian Dollars)

Share

Accumulated Other

Share

Number of

Share

Contributed

Purchase

Comprehensive

Subscriptions

Shares

Capital

Surplus

Warrants

Income

Received

Deficit

Total

(Note 15)

(Note 15)

(Note 18)

(Note 17)

(Note 14)

Balance, January 1, 2020

173,233,373

$

21,747,152

$

1,489,906

$

2,562,992

$

(8,647)

$

-

(27,488,063)

$

(1,696,660)

Shares issued for cash

108,253,608

7,382,142

-

-

-

-

-

7,382,142

Allocated to warrants

-

(3,558,101)

-

3,558,101

-

-

-

-

Shares issued for warrant exercise

4,721,000

585,973

-

(113,873)

-

-

-

472,100

Shares issued for stock option exercise

2,170,000

184,072

(75,572)

-

-

-

-

108,500

Broker shares issued

572,000

40,040

-

-

-

-

-

40,040

Share subscriptions received

-

-

-

-

-

709,432

-

709,432

Share issue costs

-

(107,465)

-

52,037

-

-

-

(55,428)

Share based payments

-

-

632,845

-

-

-

-

632,845

Loss and comprehensive loss for the period

-

-

-

-

(54,856)

-

(7,936,523)

(7,991,379)

Balance, September 30, 2020

288,949,981

26,273,813

2,047,179

6,059,257

(63,503)

709,432

(35,424,586)

(398,408)

Shares issued for cash

44,599,013

4,636,351

-

-

-

(39,032)

-

4,597,319

Allocated to warrants

-

(2,236,172)

-

2,236,172

-

-

-

-

Shares issued for warrant exercise

5,877,000

735,554

-

(147,853)

-

-

-

587,701

Shares issued for stock option exercise

510,000

47,777

(20,277)

-

-

-

-

27,500

Share issue costs

-

(11,992)

-

-

-

-

(11,992)

Share based payments

-

-

992,882

-

-

-

-

992,882

Loss and comprehensive loss for the period

-

-

-

-

(51,710)

-

(5,221,006)

(5,272,716)

Balance, December 31, 2020

339,935,994

29,445,331

3,019,784

8,147,576

(115,213)

670,400

(40,645,592)

522,286

Shares issued for cash

72,071,850

6,239,553

-

-

-

(670,400)

-

5,569,153

Allocated to warrants

-

(2,734,353)

-

2,734,353

-

-

-

-

Shares issued for warrant exercise

9,582,683

1,310,530

-

(291,595)

-

-

-

1,018,935

Shares issued for stock option exercise

3,300,000

567,479

(256,479)

-

-

-

-

311,000

Broker warrants expired

-

-

159

(159)

-

-

-

-

Warrants expired

-

-

47,643

(47,643)

-

-

-

-

Share issue costs

-

(72,603)

-

34,186

-

-

-

(38,417)

Share subscriptions received

-

-

-

-

-

62,500

-

62,500

Share-based payments

-

-

773,462

-

-

-

-

773,462

Loss and comprehensive loss for the period

-

-

-

-

(37,489)

-

(10,989,627)

(11,027,116)

Balance, September 30, 2021

424,890,527

$

34,755,937

$

3,584,569

$

10,576,718

$

(152,702)

$

62,500

(51,635,219)

$

(2,808,197)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

3

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Winston Gold Corp. published this content on 30 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 November 2021 20:40:06 UTC.