Winfield Resources

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In April 2008, the Company created a 100% wholly owned Barbados subsidiary to manage its international operations, and to operate under the existing income tax treaty signed January 22, 1980 between the Government of Canada and the Government of Barbados.The CNSX fee structure is significantly less than the TSXOIL REFINERIESWinfield has engaged KBC Process Technology Ltd. of Surrey, UK, under a Services Agreement (dated November 12, 2007), to provide consulting services and technical support to include refinery configuration review; refinery product yields and qualities; marketing plans; technology selection and licensor selection; energy efficiency review; project design basis document review and project schedule strategy review.http://www.bdfont.com/ to act as the Company’s project finance consultant, to source,

The CNSX has courted Winfield’s listing on its exchange.

Winfield has filed a draft Listings Statement with a CNSX Listing Officer and made revisions and additions to the satisfaction of the CNSX. The formal filing requires the addition of the 2009 & 2010 Audited Financial Statements.

Winfield has engaged Bovier de Font negotiate and arrange an acceptable offer of finance for the engineering, construction and operation of the proposed oil refinery.

In addition, The Libyan Ministry of Economy, Trade and Investment has issued a decree, dated 29/05/2008, granting Winfield the license to refine oil for a term of 25 years.http://www.bdfont.com/ to act as the Company’s project financePROJECT FINANCE

Winfield has to this end received conditional approval from the National Oil Corporation (“NOC”) of Libya to crude oil supply arrangement. Winfield will purchase 150,000 barrels per day of crude oil from the NOC, specifically Amna and Sirtica blends.

Winfield will purchase the remaining 150,000 b/d from other sources where the crude oil is heavier than the Libyan blends and where the corresponding discounts support better refinery economics.

The sale of the crude oil by NOC to Winfield shall be in accordance with NOC’s general terms and conditions, at official international market prices.

Winfield has engaged Bouvier DeFont of London UK consultant, to source, negotiate and arrange an acceptable offer of finance for the engineering, construction and operation of the proposed oil refinery.

A second financing group surfaced in 2010 and remains positive that it can meet our financing requirements. They report that their closing is imminent. To date no funds have been forthcoming.

Winfield will incorporate the Audited Statements into a Filing Statement with thehttp://www.cnq.ca/

CNSX. The Listing Statement is the document requisite to trading on the CNSX.

posting the March 31 2010 entries. Upon refinancing Manning Elliott willhttp://www.bdo.ca/

prepare the Audit Book and forward same to BDO Dunwoody for completion

of the 2009 & 2010 Audited Financial Statements.

A draft 15(2)c11 application has been prepared and awaits the addition of the. .risk/reward consequences of making such an acquisition.

2009 2010 Audited Financial Statements.

WINFIELD RESOURCES “REPORT TO SHAREHOLDERS” contains:, could cause the Company’s business conditions and results to differ materially from what is contained in forward-lookinghttp://www.sedar.com/

forward-looking statements that are based on management’s assumptions,

expectations and projections about the Company and the various industries within

which the company operates. Certain statements herein may constitute

“forward looking” statements that involve known and unknown

risks, uncertainties and other factors that may cause our actual results to be

materially different from any future results expressed or implied by such

forward looking statements. These statements relate to future events and reflect

the expectations of management regarding business prospects and opportunities.

Such forward looking statements reflect current beliefs of management or of the

third parties to which they are attributed and are based on information currently

available to us. In some cases, the statements use such words as “may”, “will”,

“intend”, “should”, “expect”, “believe”, “plan”, “anticipate”, “estimate”,

“predict”, “potential”, “continue” or the negative of these terms or other similar

terminology. These statements reflect current expectations regarding future

events and speak only as of the date hereof, or in the case of third party

statements as of the date on which they were made. Forward looking statements

involve significant risks and uncertainties, should not be read as

guarantees of future results, and will not necessarily be accurate indications of

whether or not such results will be achieved, and there can be no assurance that

actual results will be consistent with these forward looking statements.

Such forward-looking statements by their nature involve a degree of risk and

uncertainty. The Company cautions that a variety of factors

statements, including: changes in the rate of economic growth in the United States

and other major international economies, changes in investment by the oil and

gas, oil refining, chemical/petrochemical and power industries, changes in the

financial condition of its customers, changes in regulatory environment,

changes in project design or schedules, contract cancellations,

changes in estimates made by the Company of costs to complete projects,

changes in trade, monetary and fiscal policies worldwide, compliance with

laws and regulations relating to our global operations, currency fluctuations,

war and/or terrorist attacks on facilities either owned or where equipment

or services are or may be provided, interruptions to shipping lanes or other

methods of transport, increasing competition by foreign and domestic companies,compliance with its debt covenants, recoverability of claims against its customers and others by the Company and claims by third parties against the

Company, changes in estimates used in its critical accounting policies.

Other factors and assumptions not identified above were also

involved in the formation of these forward-looking statements and the failure of

such other assumptions to be realized, as well as other factors, may also cause

actual results to differ materially from those projected. Most of these factors are

difficult to predict accurately and are generally beyond the Company’s control.

There is no assurance that: (i) the Company will be able to raise

the funds necessary to complete its outstanding audited financial statements;

(ii) the Company’s application to list on the CNSX will be accepted;

(iii) the Company will be able to raise the financing necessary to undertake any

aspect of implementing an oil refinery in either Mauritania or Libya;

(iv) the Company will successfully obtain any US registration of its securities; or

(v) any business opportunities presented to the Company will come to fruition.

You should consider the areas of risk described above in connection with any

forward-looking statements that may be made by the Company. The Company

undertakes no obligation to publicly update any forward-looking statements,

whether as a result of new information, future events or otherwise. You are

advised, however, to consult any additional disclosures the Company makes in

proxy statements, quarterly reports, Audited Financial Statements and News