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Winston Capital Group Inc. Enters into Definitive Agreement for Qualifying Transaction Corporation ), a capital pool company as defined under Policy 2.4 - Capital Pool Companies ( CPC ) of the TSX Venture Exchange (the Exchange ), is pleased to announce that it has entered into a definitive agreement dated December 9, 2020 (the Business Combination Agreement ) 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 (the Amalgamation ) to complete the qualifying transaction (the 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

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