Winning Brands Corporation (WNBD)

[RyanTH]

May 1st Share Structure

As at May 1st, 2011, THE ENTIRE FLOAT OF AVAILABLE FREE TRADING STOCK of Winning Brands Corporation is 1,920,519,852. The official stock transfer agent report appears below, with effective date. These are the only common shares available for trading as of this date. This is because 162,721,355 shares are restricted from trading and are not in circulation of the 2,083,241,207 issued and outstanding common shares. Most of these restricted shares are held by company management, employees and co-founders who are still with the firm. No conversion of the restricted shares to free trading shares has been carried out for this group. 5 billion common shares are authorized and 10 Million Preferred Shares; the Preferred Shares which were provided for in the 2006 Agreement of Merger and Plan of Reorganization between Winning Brands Corporation and Niagara Mist Marketing Ltd should also be treated as issued and restricted. They are not part of the float. These Preferred shares have the effect of providing continuity of voting control by the founding group of Niagara Mist Marketing Ltd since the reverse merger of Winning Brands Corporation with Niagara Mist Marketing Ltd in 2006.