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.
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.