Winston Capital Group Inc. Announces Proposed Qualifying Transaction


Calgary, Alberta–(Newsfile Corp. – May 11, 2020) –  Winston Capital Group Inc. (TSXV: WNST.P) (the “Corporation“) is pleased to announce details concerning its proposed arm’s length qualifying transaction (the “Transaction“) involving a proposed business combination with Merida Minerals Inc. (“Merida“), a private company incorporated under the laws of the province of Ontario.

Merida is a mineral exploration company focused on developing the long-term mining potential of the Zn-Cu-Pb enriched Puebla de la Reina (“PBR“) property in the low-risk and historic mining district in Southwest Spain. The property, in Extremadura, Spain, has been acquired by Merida (through La Joya Minerales, a wholly owned subsidiary of Merida Minerals) and it covers an area of 90km2. 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. With support from the local government and sophisticated mining infrastructures, Merida will initiate a series of development and exploration work on the historical sites.

The Corporation has entered into a non-binding letter of intent with Merida dated May 5, 2020 (the “LOI“) pursuant to which the Corporation and Merida intend to complete a share purchase, plan of arrangement, amalgamation, three-cornered amalgamation or alternate structure to be determined, having regard to relevant tax, securities and other factors and potentially including a pre-closing reorganization of Merida, to form a new company (“Newco“) called “Merida Minerals Inc.”

It is intended that the Transaction, when completed, will constitute the Corporation’s “Qualifying Transaction” in accordance with Policy 2.4 of the TSX Venture Exchange (the “Exchange“). A more comprehensive news release will be issued by the Corporation disclosing details of the Transaction, including financial information respecting Merida, the names and backgrounds of all persons who will constitute insiders of Newco, and information respecting sponsorship, once an agreement has been finalized and certain conditions have been met, including:

  • approval of the Transaction by the board of directors of the Corporation;
  • satisfactory completion of due diligence; and
  • execution of the definitive agreement.

Shareholder approval is not required with respect to the Transaction under the rules of the Exchange. However, the structure of the Transaction has not yet been finalized so shareholder approval under corporate law may be required. In the event a final agreement is not reached, the Corporation will notify shareholders. Trading in the common shares of the Corporation 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 Corporation is a capital pool company (a “CPC“) that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the TSX Venture Exchange Inc.’s CPC policy, until the completion of its qualifying transaction, the Corporation will not carry on business, other than the identification and evaluation of businesses or assets with a view to completing a proposed qualifying transaction.

For further information, please contact:

Bruce Bent
Chief Financial Officer

Winston Capital Group Inc.

Telephone: + 1 (905) 567-3431

Norman Brewster
Chief Executive Officer

Merida Minerals Inc.

Telephone: + 1 (416) 970 – 3223

Forward-Looking Information Cautionary Statement

Statements in this press release regarding the Corporation’s business which are not historical facts are “forward-looking statements” that involve risks and uncertainties, such as terms and completion of the proposed transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements. The forward-looking statements and circumstances discussed in this press release, including the completion of the Transaction, may not occur or could differ materially as a result of known and unknown risk factors and uncertainties affecting the Corporation, including (without limitation) risks regarding market conditions, economic factors, and the equity markets generally. No forward-looking statement can be guaranteed. Forward-looking statements speak only as of the date on which they are made and, except as required by applicable securities laws, the Corporation undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Completion of the Transaction is subject to a number of conditions, including but not limited to, execution of a binding definitive agreement relating to the Transaction, completion of satisfactory due diligence, Exchange acceptance, completion of a private placement, receipt of requisite regulatory approvals, and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approvals, and any ancillary matters thereto, are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Neither 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.


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