Merida Minerals Inc. (Formerly Winston Capital Group Inc.) Announces Closing of … – Press Release

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TORONTO, March 31, 2022 /CNW/ – Merida Minerals Inc. (formerly Winston Capital Group Inc.) 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…

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