Merida Minerals Inc. entered into letter of intent to acquire Winston Capital Group Inc. (TSXV:WNST.P) in a reverse merger transaction for CAD 4.5 million on May 5, 2020. Merida Minerals Inc. entered into a definitive agreement to acquire Winston Capital Group Inc. in a reverse merger transaction on December 9, 2020. Under the letter of intent, Winston Capital Merida intends to complete a share purchase, plan of arrangement, amalgamation, three-cornered amalgamation or alternate structure. In connection with the completion of the amalgamation, each holder of Merida Shares shall exchange their Merida Shares for common shares in the capital of the Resulting Issuer on the basis of one fully paid and non-assessable Resulting Issuer Common Share for every one Merida Share held, for a deemed price of CAD 0.10 per Merida Share. Immediately after the completion of the transaction, the current shareholders of Winston will own approximately 7.5 million Resulting Issuer Common Shares (14.4%) and the holders of Merida Shares existing immediately prior to the transaction will own following the Transaction approximately 44.68 million Resulting Issuer Common Shares (85.6%). Prior to or in conjunction with the completion of the transaction, Merida is expected to complete a non-brokered private placement of up to 4.6 million Merida Common Shares at a price of CAD 0.15 per Merida Common Share for aggregate gross proceeds to Merida of up to CAD 0.69 million. Upon completion of the amalgamation, the resulting issuer will be known as "Merida Minerals Inc.". 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 and the directors and officers of the Resulting Issuer will be as follows: Norman Brewster - Chief Executive Officer, President, Director, Chairman of the Board and Corporate Secretary; Kyle Appleby - Chief Financial Officer; Eduardo Olarte - Director; Rahim Allani - Director; Patrick Burns - Director and Miguel Cabal, Eurogeol - Director. The transaction is subject to approval of the TSX Venture and any other applicable Governmental Authorities, approval of Board of Directors of Winston Capital, approval of the shareholders of Merida and Winston Capital, satisfactory completion of due diligence and execution of the definitive agreement, third party approvals, Winston shall have a minimum working capital of CAD 340,000, prior to the closing date, resignations of Winston Directors, immediately prior to the effective time, Merida shall be satisfied there shall not be more than 7,500,000 Winston Shares outstanding, Merida shall have completed the Merida Private Placement, execution of the escrow agreement, and other customary closing conditions. Exchange conditionally approved the transaction. Trading in the common shares of Winston Capital will remain halted and is not expected to resume trading until the transaction is completed or until the Exchange receives the requisite documentation to resume trading. The transaction is expected to close in February 2021.

Dale Burstall of DS Lawyers acted as legal advisor to Winston as part of the transaction. TSX Trust Company acted as transfer agent to Winston Capital. Merida Minerals Inc. acted as transfer agent and registrar to itself. DLA Piper (Canada) LLP acted as legal advisor to Merida.