Merida Minerals Inc. (Formerly Winston Capital Group Inc.) Announces Closing of Qualifying Transaction

TORONTO, March 31, 2022 - Merida Minerals Inc. (formerly Winston Capital Group Inc.) (TSXV: ESPN) ("Merida" or the "Company") is pleased to announce that it has completed its previously announced qualifying transaction in accordance with the TSX Venture Exchange (the "TSXV") Policy 2.4 – Capital Pool Companies (the "Transaction"). The Transaction was completed pursuant to the terms of an amalgamation agreement dated December 9, 2020, as amended, among the Company, 2797200 Ontario Inc. ("Subco") and Winston Capital Group Inc. ("Winston") (the "Agreement").


The Transaction

The Transaction was completed by way of a three-cornered amalgamation whereby Merida and Subco, a wholly-owned subsidiary of Winston, amalgamated under the laws of Ontario (the "Amalgamation"). Prior to the amalgamation, Winston completed a continuance under the laws of Ontario (the "Continuance"). Immediately following the completion of the Amalgamation, Winston changed its name from "Winston Capital Group Inc." to "Merida Minerals Inc.". Pursuant to the terms of the Agreement, the outstanding shares and warrants of Merida were exchanged for shares and warrants, respectively, of Winston on the basis of one Winston security for every one Merida security. Further details regarding the Transaction can be found in the filing statement dated February 14, 2022 and filed under Merida's profile on SEDAR at www.sedar.com (the "Filing Statement").

Final acceptance of the Transaction will occur upon the issuance of the final exchange bulletin by the TSXV (the "Final Bulletin"). Subject to final acceptance by the TSXV, the Company will be classified as a Tier 2 Issuer pursuant to TSXV policies. It is anticipated that the common shares in the capital of Merida (the "Common Shares") will commence trading on the TSXV under the symbol "ESPN" at the opening of markets on April 4, 2022.

The Company's new CUSIP number for the Common Shares is 58954B109 and its new ISIN is CA58954B1094. Shareholders of the Company ‎are not required to take any action with respect to the name change, consolidation or Continuance and are not ‎required to exchange any existing certificates bearing the Company's new name as all registered shareholders will receive a new Direct Registration System advice ("DRS") representing the ‎number of Common Shares held by such registered shareholders‎.


Escrowed Shares

In connection with the Transaction, certain shareholders of Merida have entered into a Tier 2 Surplus Security Escrow Agreement with Merida and TSX Trust, as escrow agent, in respect of 13,198,330 Common Shares of Merida (the "Surplus Escrow Agreement"). Under the terms of the Surplus Escrow Agreement, 5% of such escrowed securities will be released, upon the issuance of the Final Bulletin with subsequent 5%, 10%, 10%, 15%, 15% and 40% releases occurring 6, 12, 18, 24, 30 and 36 months following the Final Bulletin, respectively. Additionally, the Surplus Escrow Agreement provides that no securities will be released from escrow until (i) the transfer of the investigation permit for the PBR Project (as defined in the Filing Statement) (the "Herrerias Investigation Permit") has been authorized by the applicable regulatory body in Spain, and (ii) the Herrerias Investigation Permit has been transferred to the Issuer or the Issuer's wholly owned subsidiary.

Certain shareholders of Merida are subject to seed share resale restrictions ("SSRRs") in respect of 19,465,000 Common Shares. Under the terms of the SSRRs, 10% of such escrowed securities will be released upon the issuance of the Final Bulletin with subsequent 15% releases occurring 6, 12, 18, 24, 30 and 36 months following the Final Bulletin.

Prior to the Transaction, certain of the shareholders of Winston had entered into a CPC escrow agreement with Winston and TSX Trust in respect of 2,500,000 Common Shares (the "CPC Escrow Agreement"). Under the terms of the CPC Escrow Agreement, 25% of such escrowed securities will be released upon the issuance of the Final Bulletin with subsequent 25% releases occurring six, 12 and 18 months following the Final Bulletin.


Board of Directors and Executive Management

Each of the directors and officers of Winston resigned from their positions concurrent with the completion of the Amalgamation and the following individuals were appointed as directors and officers of Merida:

- Norman Brewster – Chief Executive Officer and Director
- Kyle Appleby – Chief Financial Officer
- Rahim Allani – Director
- Eduardo Olarte – Director
- Miguel Cabal – Director


Legal Advisors

DLA Piper (Canada) LLP acted as legal advisors to Merida and DS Burstall LLP acted as legal advisors to Winston.
Auditors

Concurrent with the closing of the Transaction, DMCL LLP has been appointed auditors of Merida.


Additional Information for Shareholders

For further information, please refer to the Filing Statement, as well as the news releases dated May 11, 2020 and December 9, 2020.


About Merida Minerals Inc.

Merida Minerals Inc is a mineral exploration company focused on mining opportunities in Spain. Merida is currently focused on developing the long-term mining potential of its core asset, the Zinc, Copper, Lead enriched Puebla de la Reina ("PBR") property in the low-risk and historic mining district of Extremadura in Southwest Spain. The PBR property covers an area of 90 km2. Merida, through its subsidiary, La Joya, has entered into a purchase agreement with Auplata S.A. to acquire a 100% interest in the PBR property. The management of Merida contains industry veterans who have more than 80 years of mineral exploration and production experience in multiple jurisdictions and have successfully managed multiple international mining companies. This includes in Spain, where some of the team was responsible for the founding and building of Iberian Minerals, with the continued support of the local and regional governments, including the well developed and sophisticated transportation and mining infrastructure.

For more information on Merida Minerals Inc., visit: http://meridaminerals.com/.


Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as: "intend", "believe", "estimate", "expect", "may", "will" and similar references to future periods. Examples of forward-looking information include, among others, the future plans of Merida, the expected trading date of the Common Shares on the TSXV, as well as information relating to Merida. Although Merida believes that, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because Merida can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks (i) that the future plans of Merida may differ from those that currently are contemplated; and (ii) that the expected trading date of the Common Shares may change. Additional risks include those disclosed in the Filing Statement, which are incorporate herein by reference and are available through SEDAR at www.sedar.com. The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.

This news release is not an offer of the securities for sale in the United States. The securities described in this news release have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) absent registration or an exemption from registration. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state in which where such offer, solicitation or sale would be unlawful.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES./

SOURCE Merida Minerals Inc.



For further information:

For more information or interview requests, please contact: Norman Brewster - Chief Executive Officer, norm@meridaminerals.com, (416) 970-3223; Kyle Appleby - Chief Financial Officer, kappleby@cfoadvantage.ca, (416) 417-9176