Winston Capital Group Inc. (the "Corporation") announced that it has entered into a definitive agreement dated December 9, 2020 with Merida Minerals Inc. ("Merida"), as previously announced on May 11, 2020. Pursuant to the Business Combination Agreement, Winston's wholly owned subsidiary, 2797200 Ontario Inc. ("Subco"), will amalgamate with Merida to complete the qualifying transaction in accordance with the policies of the Exchange. Upon completion of the Amalgamation, the resulting issuer will be known as "Merida Minerals Inc." (the "Resulting Issuer") and the Resulting Issuer will continue the business of Merida. Concurrent with the completion of the Transaction, it is expected that all directors and officers of Winston will resign.