FILING STATEMENT

WINSTON CAPITAL GROUP INC.

IN RESPECT OF

THE QUALIFYING TRANSACTION OF WINSTON CAPITAL GROUP INC. INVOLVING THE AMALGAMATION OF

MERIDA MINERALS INC.

AND

2797200 ONTARIO INC.

A WHOLLY-OWNED SUBSIDIARY OF WINSTON CAPITAL GROUP INC.

Dated as of February 14, 2022

All information contained in this Filing Statement with respect to Merida Minerals Inc. was supplied by Merida Minerals Inc. for inclusion herein.

Neither the TSX Venture Exchange Inc. (the "Exchange") nor any securities regulatory authority has in any way passed upon the merits of the Qualifying Transaction described in this Filing Statement.

Page CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION............................ III SOURCE OF INFORMATION .............................................................................................................................. III CURRENCY INFORMATION............................................................................................................................... IV DATE OF INFORMATION.................................................................................................................................... IV GLOSSARY OF TERMS...........................................................................................................................................V SUMMARY OF FILING STATEMENT ..................................................................................................................1 PROPOSED EXPLORATION BUDGET.................................................................................................................2 RISK FACTORS .........................................................................................................................................................7 INFORMATION CONCERNING WINSTON.......................................................................................................15 INFORMATION CONCERNING MERIDA .........................................................................................................20 PROPOSED EXPLORATION BUDGET...............................................................................................................32 THE PROPOSED TRANSACTION........................................................................................................................40 INFORMATION CONCERNING THE RESULTING ISSUER..........................................................................41 GENERAL MATTERS.............................................................................................................................................60

APPENDICES

APPENDIX "A" AUDITED FINANCIAL STATEMENTS OF WINSTON CAPITAL GROUP INC. FOR THE YEAR ENDED DECEMBER 31, 2020 AND DECEMBER 31, 2019

APPENDIX "B" MANAGEMENT'S DISCUSSION AND ANALYSIS OF WINSTON CAPITAL GROUP INC. FOR THE YEARS ENDED DECEMBER 31, 2020 AND DECEMBER 31, 2019

APPENDIX "C" UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS OF WINSTON CAPITAL GROUP INC. AS AT AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

APPENDIX "D" MANAGEMENT'S DISCUSSION AND ANALYSIS OF WINSTON CAPITAL GROUP INC. AS AT AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

APPENDIX "E" AUDITED FINANCIAL STATEMENTS OF MERIDA MINERALS INC. FOR THE YEARS ENDED JUNE 30, 2020 AND JUNE 30, 2021

APPENDIX "F" MANAGEMENT'S DISCUSSION AND ANALYSIS OF MERIDA MINERALS INC. FOR THE YEARS ENDED JUNE 30, 2020 AND JUNE 30, 2021

APPENDIX "G" UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS OF MERIDA MINERALS INC. AS AT AND FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

APPENDIX "H" MANAGEMENT'S DISCUSSION AND ANALYSIS OF MERIDA MINERALS INC. AS AT AND FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

APPENDIX "I" PRO FORMA FINANCIAL STATEMENTS OF THE RESULTING ISSUER

APPENDIX "J" STOCK OPTION PLAN OF THE RESULTING ISSUER

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Filing Statement contains "forward-looking information" and/or "forward-looking statements" within the meaning of applicable Canadian securities legislation (collectively, " forward-looking statements "). Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or states that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. These statements reflect beliefs of management of the Corporation or Merida and are based on information currently available to management of the Corporation or Merida.

Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Winston, Merida or the Resulting Issuer to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Examples of such statements include: (A) the intention to complete the Qualifying Transaction and the Transaction; (B) the description of the Resulting Issuer that assumes completion of the Transaction; and (C) in respect of the Resulting Issuer, Merida and the Project, statements pertaining to, without limitation, the future price of zinc, copper, lead and silver, and gold, the estimation of mineral resources, expected capital expenditures, costs and timing of future exploration, success of exploration activities, permitting requirements, requirements for additional capital, government regulation of mining operations, environmental risks and hazards, title disputes or claims and limitations on insurance coverage.

Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking information contained in this Filing Statement. Such forward-looking information is based on a number of assumptions that may prove to be incorrect, including, but not limited to: (a) the ability of Winston to(i) complete the Transaction, (ii) satisfy conditions precedent under the Amalgamation Agreement, (iii) satisfy the requirements of the Exchange such that it will issue the Final Exchange Bulletin, (v) successfully integrate Winston and Merida and manage risks; (b) the economy generally; and (c) in respect of the Resulting Issuer, Merida and the Project: (i) there being no significant disruptions affecting operations, whether due to labour disruptions, supply disruptions, damage to equipment or otherwise; (ii) certain commodity price assumptions; (iii) the prices of key supplies remaining consistent with current levels; (d) the ability of Merida to (i) complete the Transaction, (ii) satisfy conditions precedent under the Amalgamation Agreement (iii) obtain necessary financing. The factors identified above are not intended to represent a complete list of the factors that could affect Winston, Merida or the Resulting Issuer. Additional factors are noted under the heading " Risk Factors ".

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forwardlooking information prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by the forward-looking information contained in this Filing Statement. These factors should be carefully considered, and readers are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date of this Filing Statement. All subsequent forward-looking information attributable to Winston, Merida or the Resulting Issuer herein is expressly qualified in its entirety by the cautionary statements contained or referred to herein. Winston, Merida and the Resulting Issuer do not undertake any obligation to release publicly any revisions to this forward-looking information to reflect events or circumstances that occur after the date of this Filing Statement or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

SOURCE OF INFORMATION

The information contained in this Filing Statement with respect to Merida (and any information with respect to the Resulting Issuer that is dependent upon the information with respect to Merida) has been furnished by Merida. Winston and its directors and officers have relied on the information relating to Merida furnished by Merida and assume no responsibility for any errors in such information or omissions therefrom. Similarly, neither Merida nor its directors or officers assume any responsibility for any errors in the information contained herein or omissions therefrom with respect to Winston or any information with respect to the Resulting Issuer or omissions therefrom that is dependent upon information with respect to Winston.

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CURRENCY INFORMATION

Unless otherwise indicated, all currency amounts reflected herein are stated in Canadian dollars and references to "$" or "dollars" are references to Canadian dollars.

Where future expenditures have been converted from Euros to Canadian dollars, a currency exchange rate of 1.44 Canadian dollars per Euro, being the average Bank of Canada exchange rate for the three months ended January 31, 2022 has been assumed.

DATE OF INFORMATION

Unless otherwise stated, the information contained in this Filing Statement is given as of February 14, 2022.

GLOSSARY OF TERMS

The following is a glossary of certain definitions used in this Filing Statement. Terms and abbreviations used in the financial statements and MD&A of Winston, Merida and the Resulting Issuer in the appendices to this Filing Statement are defined separately and the terms and abbreviations defined below are not used therein, except where otherwise indicated. Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders.

" 2649385 Ontario Inc ." means the predecessor entity to Merida, a company formed under the OBCA;

"ABCA" means the Business Corporations Act (Alberta), R.S.A. 2000, c. B-9, as amended, including the regulations promulgated thereunder;

" Affiliate " means a company that is affiliated with another company as follows:

(a) a company is an " Affiliate " of another company if:
(i) one of them is the subsidiary of the other; or
(ii) each of them is controlled by the same Person,
(b) a company is " controlled " by a Person if:
(i) voting securities of the company are held, other than by way of security only, by or for the benefit of that Person; and
(ii) the voting securities, if voted, entitle the Person to elect a majority of the directors of the company,
(c) a Person beneficially owns securities that are beneficially owned by:
(i) a company controlled by that Person; or (ii) an Affiliate of that Person or an Affiliate of any company controlled by that Person;

" Associate " when used to indicate a relationship with a Person or Company, means:

(a) an issuer of which the Person or Company beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to outstanding securities of the issuer,
(b) any partner of the Person or Company,
(c) any trust or estate in which the Person or Company has a substantial beneficial interest or in respect of which a Person or Company serves as trustee or in a similar capacity, and
(d) in the case of a Person, a relative of that Person, including
(i) that Person's spouse or child, or
(ii) any relative of that Person or of his spouse who has the same residence as that Person;

" Amalco " means the OBCA corporation formed pursuant to the Amalgamation, which will be a wholly-owned subsidiary of the Resulting Issuer;

" Amalgamation Agreement " means the amalgamation agreement dated December 9, 2020 among Winston, Merida and 2797200 Ontario Inc., as amended, pursuant to which Merida will amalgamate with 2797200 Ontario Inc. to form Amalco;

" Amaiur " means Amaiur Recursos Minerales, SL.;

“ Asset Sale Agreement ” means the agreement dated March 31, 2021 between Oscar Pascual Sarriés Ulzurrun, the seller, acting on behalf of Amaiur and Auplata and Eduardo Olarte Soto, the purchaser acting on behalf of La Joya, pursuant to which the purchaser has agreed to purchase the Property from the seller according to the terms of this agreement;

" Auplata " means Auplata S.A.;

" Board " means the directors of Winston and, following the Effective Time, the directors of the Resulting Issuer;

" Closing Date " means the day that the Transaction occurs, which shall not be prior to the date upon which all regulatory approvals have been obtained for the transactions described in the Amalgamation Agreement, and including specifically the approval of the Exchange for the Transaction to be the Qualifying Transaction of Winston, and all conditions contained in the Amalgamation Agreement shall be met or waived;

" Company " unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual;

" Completion of the Qualifying Transaction " means the date the Final Exchange Bulletin is issued by the Exchange;

" Control Person " means any Person or Company that holds or is one of a combination of Persons or Companies that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer;

" Continuance " means the continuance of the Corporation from the ABCA to the OBCA, to be completed prior to the Amalgamation;

" CPC " means a corporation:

(a) that has been incorporated or organized in a jurisdiction in Canada,
(b) that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the securities regulatory authorities in compliance with Exchange Policy 2.4; and
(c) in regard to which the Completion of the Qualifying Transaction has not yet occurred;

" CPC Escrow Agreement " means the escrow agreement dated as of January 31, 2019 entered into among Winston, TSX Trust, as escrow agent, and Bruce Bent, John Gamble, Dave Woolford and Michael White;

" CPC Escrowed Shares " means the Winston Common Shares escrowed under the CPC Escrow Agreement;

" Effective Time " means 12:01 a.m. (Calgary time) on the Qualifying Transaction Date;

" Exchange " or " TSXV " means the TSX Venture Exchange Inc.;

" Exchange Policy 2.4 " means Policy 2.4 - Capital Pool Companies of the Manual;

“Exchange Policy 5.4 " means Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions of the Manual;

" Filing Statement " means this filing statement, together with all appendices attached hereto and including the summary hereof;

" Final Exchange Bulletin " means the Exchange bulletin which is issued following the closing of the Qualifying Transaction and the submission of all required documentation and that evidences the final Exchange acceptance of the Qualifying Transaction;

"JV Agreement" means the joint venture agreement among Merida, Auplata, Amaiur and La Joya in connection with the Project;

"Insider " if used in relation to an issuer, means:

(a) a director or senior officer of the issuer;
(b) a director or senior officer of the Resulting Issuer that is an Insider or subsidiary of the issuer;
(c) a Person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the issuer; or
(d) the issuer itself if it holds any of its own securities;

" Manual " means the Corporate Finance Manual of the Exchange;

" MD&A " means management's discussion and analysis;

" Merida " means Merida Minerals Inc., a company formed under the OBCA;

" Merida Audited Financial Statements " as at and for the period ending June 30, 2020 and June 30, 2019, including the notes thereto and the report of Merida's auditors thereon;

" Merida Board " means the board of directors of Merida.

" Merida Common Shares " means the common shares in the capital of Merida, as presently constituted on the date hereof;

" Merida Director Appointments " means, subject to the completion of the Amalgamation, the reconstitution of the board of directors of Winston to consist of five (4) directors nominated by Merida, being: Norman Brewster, Rahim Allani, Miguel Cabal and Modesto Eduardo Olarte Soto.

" Merida Financial Statements " means, collectively, the Merida Audited Financial Statements and the Merida Interim Financial Statements;

" Merida Interim Financial Statements " means the unaudited condensed interim financial statements of Merida for the for the interim three and nine-month period ended September 30, 2021, including the notes thereon;

vii

“ Merida Option Plan ” means the current stock option plan of Merida, which provides that the Board of Merida may, from time to time, in its discretion, and in accordance with Exchange requirements, grant to directors, officers, employees and consultants of Merida, options to purchase Merida Common Shares;

" Merida Private Placement " means the sale of 6,333,334 Merida Units by Merida for gross proceeds to Merida of $950,000.10 which closed on January 31, 2022. Each Merida Unit was comprised of one (1) Merida Common Share and one half of one (1/2) Merida Unit Warrant. Each Merida Warrant is exercisable for a period of 24 months from the date of issuance at an exercise price of $0.30 per Merida Common Share ;

" Merida Subsidiary " or " La Joya " means La Joya Minerals S.L.U., incorporated on November 29, 2006 in Seville, Spain with the tax identification number CIF B91393405.

" Merida Securities " means collectively, the Merida Common Shares, the Merida Stock Options, the Merida Warrants, and the Merida Unit Warrants, and "Merida Security" means any such security.

" Merida Stock Options " means stock options of Merida, each of which entitles the holder thereof to acquire one (1) Merida Share.

" Merida Unit " means a unit of Merida comprised of one (1) Merida Common Share and one half of one (1/2) Merida Unit Warrant.

" Merida Unit Warrant " means the common share purchase warrants of Merida issued pursuant to the Merida Private Placement. Each whole Merida Unit Warrant is exercisable for a period of 24 months from the date of issuance at an exercise price of $0.30 per Merida Common Share.

" Merida Warrants " means the common share purchase warrants of Merida, each of which entitles the holder thereof to acquire one (1) Merida Common Share for a period of 24 months from the date of issuance at an exercise price of $0.25 per Merida Common Share.

" Named Executive Officer " means each of the following individuals: (i) the Chief Executive Officer of the corporation; (ii) the Chief Financial Officer of the corporation; (iii) each of the three most highly compensated executive officers of the corporation, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and (iv) each individual who would be an Named Executive Officer under paragraph (iii) but for the fact that the individual was neither an executive officer of the corporation or its subsidiaries, nor acting in a similar capacity, at the end of that financial year;

" NI 43-101 " means National Instrument 43-101 - Standards of Disclosure for Mineral Project of the Canadian Securities Administrators;

" Non-Arm's Length Party " means:

(a) in relation to a Company,

(i) a promoter, officer, director, other Insider or Control Person of that Company (including an issuer) and any Associates or Affiliates of any such Persons; or

(ii) another entity or an Affiliate of that entity, if that entity or its Affiliate have the same promoter, officer, director, Insider or Control Person as the Company; and

(b) in relation to an individual, means any Associate of the individual or any Company of which the individual is a promoter, officer, director, Insider or Control Person;

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" Non-Arm's Length Qualifying Transaction " means a proposed Qualifying Transaction where the same party or parties or their respective Associates or Affiliates are Control Persons in both the CPC and in relation to the Significant Assets which are to be the subject of the proposed Qualifying Transaction;

" PBR Technical Report " means the NI 43-101 compliant technical report entitled "43-101 Technical Report on the PBR Property Provincia De Badajoz, Extremadura, Spain "dated May 16, 2020 prepared by Brian H. Newton P. Geo.,an independent "Qualified Person" (as defined in NI 43-101), Mark Wellstead, MGeol, P.Geo., and Francis R. Newton BSc, P.Geo.;

" PBR Project " or " PBR " or " Project " means the property claim block officially titled the Permiso de Investigación "Herrerías" #12.785, which was demarcated in March 2013 (Morales 2013),located approximately 80 km eastsoutheast of Badajoz, Spain;

" Person " means a Company or individual;

" Qualifying Transaction " means a transaction where a CPC acquires Significant Assets other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means;

" Qualifying Transaction Date " means the date the Qualifying Transaction is completed;

" Related Party Transaction " has the meaning ascribed to that term under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators, and includes a related party transaction that is determined by the Exchange to be a Related Party Transaction;

" Resulting Issuer " means the issuer that was formerly a CPC that exists upon issuance of the Final Exchange Bulletin. In the case of the Corporation, the Resulting Issuer will be the Corporation as it exists upon the Completion of the Transaction.

" Resulting Issuer Common Shares " means the common shares of the Resulting Issuer;

" Resulting Issuer Stock Options " means the incentive stock options of the Resulting Issuer granted pursuant to the Stock Option Plan, each of which entitles the holder thereof to acquire one Resulting Issuer Share, which includes the Winston Replacement Options and the Resulting Issuer Stock Options exchanged for the Merida Stock Options on Completion of the Transaction.

" Resulting Issuer Stock Option Plan " means the incentive stock options of the Resulting Issuer;

" Resulting Issuer Securities " means the Resulting Issuer Stock Options, Resulting Issuer Warrants, and the Resulting Issuer Shares.

" Significant Assets " means one or more assets or businesses which, when purchased, optioned or otherwise acquired by the CPC, together with any other concurrent transactions would result in the CPC meeting the initial listing requirements of the Exchange;

" Share Purchase Agreement " means the agreement between 2649385 Ontario Inc., and Milliken Management Services Inc., by which Merida acquired all of the issued and outstanding shares of La Joya.

" Surplus Security Escrow Agreement "means the surplus escrow agreement of the Exchange to be entered into by and among the Escrow Agent, the Resulting Issuer and certain principals of the Resulting Issuer;

" Surplus Security Escrowed Shares " means the Resulting Issuer Common Shares escrowed under the Surplus Security Escrow Agreement;

" Target Company " means a Company to be acquired by the CPC as its Significant Asset pursuant to a Qualifying Transaction;

“ TDEM ” has the meaning ascribed to that term in the PBR Technical Report;

" Transaction " means the Name Change, the Continuance, the Merida Director Appointments, the Amalgamation and the exchange of the Merida Securities for Resulting Issuer Securities, such transactions intended to constitute Winston’s Qualifying Transaction;

" TSX Trust " means TSX Trust Company, Winston's transfer agent;

" Winston " means Winston Capital Group Inc., a corporation formed under the ABCA;

" Winston Audited Financial Statements " as at and for the period ending December 31, 2019, including the notes thereto and the report of Winston's auditors thereon;

" Winston Common Shares " means the common shares in the capital of Winston, as presently constituted on the date hereof;

" Winston Financial Statements " means, collectively, the Winston Audited Financial Statements and the Winston Interim Financial Statements;

" Winston Interim Financial Statements " means the unaudited condensed interim financial statements of Winston for the for the interim three-month period ended September 30, 2021, including the notes thereon;

" Winston Meeting " means the special meeting of the Winston Shareholders held on February 10, 2021.

" Winston Option Plan " means the current stock option plan of Winston, which provides that the Board of Winston may, from time to time, in its discretion, and in accordance with Exchange requirements, grant to directors, officers, employees and consultants of Winston, options to purchase Winston Common Shares;

" Winston Private Placement " means the private placement of an aggregate of 2,500,000 Winston Common Shares to its directors, officers and seed investors on October 22, 2018 and November 7, 2018 at a price of $0.05 per share for gross proceeds of $125,000.

" Winston Stock Options " means the stock options outstanding to acquire 1,200,000 Winston Common Shares at a price of CDN$0.10 per share until July 11, 2028, in accordance with their terms;

SUMMARY OF FILING STATEMENT

The following is a summary of information relating to Winston, Merida, the Project and the Resulting Issuer (assuming completion of the Transaction) and should be read together with the more detailed information and financial data and statements contained elsewhere in this Filing Statement. Reference is made to the Glossary for the definitions of certain abbreviations and terms used in this Filing Statement and in this summary.

This Filing Statement is being prepared in accordance with Exchange Policy 2.4 and Form 3B2 – Information Required in a Filing Statement for a Qualifying Transaction of the Manual, in connection with the Transaction.

The Entities

Winston

Winston was incorporated on October 22, 2018 by Certificate of Incorporation issued pursuant to the provisions of the ABCA. Winston is a CPC created pursuant to Exchange Policy 2.4. The principal business of Winston is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.

Winston completed its initial public offering of Winston Common Shares on February 28, 2019. Winston currently has 7,500,000 Winston Common Shares issued and outstanding and 750,000 Winston Stock Options issued and outstanding.

Winston is a reporting issuer in the provinces of British Columbia, Alberta, and Ontario and the Winston Common Shares are listed on the Exchange under the trading symbol "WNST.P".

For further information regarding Winston, see " Information Concerning Winston ".

Merida

Merida is a corporation incorporated under the “Ontario Business Corporations Act on August 8, 2018 and is engaged in the acquisition, exploration and evaluation of mineral properties through its wholly owned subsidiary, La Joya. The registered and head office of Merida is located at 15 Toronto Street, Suite 602, Toronto, Ontario, M5C2E3.

Merida currently has 51,010,159 Merida Common Shares, 3,150,000 Merida Stock Options, 1,589,925 Merida Warrants and 3,166,665 Merida Unit Warrants issued and outstanding.

Merida is not a reporting issuer in any jurisdiction of Canada and no public market exists for the Merida Common Shares.

For further information regarding Merida, see " Information Concerning Merida ".

2797200 Ontario Inc

2797200 Ontario Inc is a private company incorporated under the OBCA on December 3, 2020. 2797200 Ontario Inc is a wholly-owned subsidiary of Winston and was incorporated for the purposes of completing the Amalgamation.

The Project

The Project covers an area of 90 km[2] which consists of 299 individual Mining Grid rectangles, which form a contiguous block and includes a Zn-Cu-Pb-Ag prospect, known as Las Herrerías. The Project is located approximately 80 km east-southeast of Badajoz, Spain, and is accessible by road.

PROPOSED EXPLORATION BUDGET

Field Mapping	€ 20,000
TDEM Interpretation	€ 50,000
GravimetricSurvey	€ 20,000
Structural Interpretation	€ 50,000
Total	€ 140,000

The authors of the PBR Technical Report (“ the Authors ”) recommend that the existing geophysical data be processed and interpreted and, in addition to this it is recommended that a gravimetric survey also be carried out of both the Herrerías and the Las Poyatas gossan area as detailed below. A limited field mapping program can also be implemented to improve surface geologic data coverage across the property as a whole. Further, it is recommended that a detailed structural interpretation be commissioned using the results of the geophysical surveys and existing geological information.

Field Mapping

The Authors recommend a modest field geologic mapping program to cover the entire property area in order to review and expand upon lithologic, structural and geochemical data. The historic work programs, while thorough, were highly focused on small areas.

Geophysical Processing and Interpretation

The Authors recommend that the data from the recent TDEM survey be interpreted in detail in the form of a threedimensional inversion, alongside all historically available geophysical and geologic data. Interpretation of this survey data would provide another means to trace the mineralized horizon and identify key lithologic, structural and mineralized features across the property.

Gravimetric Survey and Structural Interpretation

The Authors recommend a gravimetric survey, to generously cover the Herrerías prospect as well as the Las Poyatas gossan area. Total survey length is to be approximately 55 km (35 km at Herrerias, 19.8 km at Poyatas), with 200 m line spacing. It is recommended that a detailed interpretation of the structural geology of the Property is undertaken in order to identify the structural controls on mineralization, this should include a field mapping component and will be useful in order to refine exploration targets going forward.

For further information regarding Merida, see " Information Concerning Merida - Narrative Description of the Project ".

The Transaction

Merida Private Placement

For further information, see " The Proposed Transaction – Merida Private Placement ".

Amalgamation

On December 9th, 2020, Winston, Merida and 2797200 Ontario Inc. entered into the Amalgamation Agreement. Pursuant to the Amalgamation Agreement, Merida will amalgamate with 2797200 Ontario Inc to form an amalgamated entity (" Amalco "), which will continue as a wholly owned subsidiary of Winston. In connection with the completion of the Amalgamation, each holder of Merida Common Shares shall exchange their Merida Common Shares for Resulting Issuer Common Shares on the basis of one (1) fully paid and non-assessable Resulting Issuer Common Share for every one Merida Common Share held.

The transaction valuation in connection with the Transaction was determined pursuant to arm’s length negotiations between Winston and Merida. The Transaction will constitute the Corporation’s "Qualifying Transaction" pursuant to Exchange Policy 2.4, and pursuant to the terms of the Amalgamation Agreement, all of the outstanding Merida Common Shares will be exchanged for Resulting Issuer Common Shares.

After giving effect to the Transaction, all Winston Common Shares shall be referred to herein as "Resulting Issuer Common Shares".

Interests of Insiders

The following is a summary of the interests of any Insider, promoter or Control Person of Winston and their respective Associates and Affiliates (before and after giving effect to the Transaction), including any consideration that such individual may receive if the Transaction proceeds.

Insider, Promoter, Control Person	Position	Number and Percentage of Winston Common Shares as at the Date of the Filing Statement (1)	Number and Percentage of Winston Common Shares as at the Date of the Filing Statement (1)	Number and Percentage of Resulting Issuer Common Shares upon Completion of the Transaction (2)	Number and Percentage of Resulting Issuer Common Shares upon Completion of the Transaction (2)
Bruce Bent	Chief Executive Officer, Chief Financial Officer and Current Director(4)	1,000,000	13.33%	1,000,000(5)	1.8%
John Gamble	Current Director(4)	400,000	5.33%	400,000(5)	0.7%
Dave Woolford	Current Director(4)	400,000	5.33%	400,000(5)	0.7%
Michael White	Corporate Secretary and Current Director(4)	700,000	9.33%	700,000(5)	1.2%
Kyle Appleby	Chief Financial Officer, Merida	Nil	Nil	450,000(5)	0.8%
Norman Brewster	Merida Nominee(6)	Nil	Nil	5,641,667(3)(5)	9.9%
Rahim Allani	Merida Nominee(6)	Nil	Nil	3,834,163(5)(7)	5.6%
Miguel Cabal	Merida Nominee(6)	Nil	Nil	200,000(5)	0.4%

Notes:

As at the date of the Filing Statement, there are 7,500,000 Winston Common Shares outstanding.
Upon completion of the Transaction, it is anticipated that there will be 58,510,159 Resulting Issuer Common Shares outstanding (67,493,669 on a fully diluted basis).
Includes shares held by Norman Brewster and Associates, a corporation controlled by Mr. Brewster.
Messrs. Bent, Gamble, Woolford and White will resign as officers and/or directors of Winston concurrently with the closing of the Transaction.
Does not include Resulting Issuer Common Shares that may be acquired directly or indirectly by Messrs. Brewster, Allani, Cabal, Soto, Bent, Gamble, Woolford, Appleby and White pursuant to the Merida Private Placement.
The Merida Nominees, Messrs. Brewster, Allani, Cabal and Soto, will be appointed to the board of the Resulting Issuer concurrently with the resignation of the Messrs. Bent, Gamble, Woolford and White
Includes 1,519,583 shares held by OCI Inc., a corporation in which Mr. Allani owns 19.9% of the outstanding shares.

Arm's Length Transaction

The Transaction is not a Non-Arm's Length Qualifying Transaction.

Available Funds and Principal Purposes

Upon completion of the Transaction, and including the proceeds of the Merida Private Placement, the pro forma working capital of the Resulting Issuer, as reflected in the pro forma financial statements as at January 31, 2022 and appended hereto as Appendix D, will be approximately $983,128.

The Resulting Issuer is expected to use the funds available to it in furtherance of its stated business objectives. The following table shows the foreseeable available funds and the principal purposes for which the available funds will be used by the Resulting Issuer, based on currently available information:

Available Funds:	Estimated Amount($)
Estimated Consolidated WorkingCapital(as at December 31,2021)	$57,647
Net Proceeds from the Merida Private Placement,net of 4% commission(1)	$925,481
Total Available Funds	$983,128
Anticipated Uses of Funds:
Legal and Other Transaction Costs(2)	$120,000
Estimated General & Administrative Expenses for 12 Months(3)	$383,319
Property payment(EUR75kplus VAT)	$108,000
Exploration (4)	$201,600
Unallocated WorkingCapital	$170,209
Total Uses	$983,128

Notes:

Merida raised proceeds of $950,000 from the Merida Private Placement through its own network. Pursuant to the terms of the Private Placement, Merida paid a cash commission of 4% of the gross proceeds from the sale of Merida Common Shares, being $24,519. See " Proposed Transaction – Merida Private Placement ".
Total estimated cost of $120,000, including legal costs, auditor fees and applicable filing and listing fees.
"Estimated General & Administrative Expenses for 12 Months" includes, among other things, management compensation, property taxes, office rent, audit fees, legal fees, transfer agent and registrar fees, annual Exchange fees and other typical administrative costs.
Exploration costs include all costs related to the operating activities of the Resulting Issuer and are broken down as follows (converted to Canadian dollars using a conversion rate of 1.44 Canadian dollars per Euro, being the average Bank of Canada exchange rate for the three months ended January 31, 2022):

Field Mapping	€ 20,000
TDEM Interpretation	€ 50,000
Gravimetric Survey	€ 20,000
Structural Interpretation	€ 50,000
Total	€ 140,000

The above uses of available funds should be considered estimates. Please see the discussion under " ForwardLooking Information ".

For additional information, please see the discussion under the heading " Information Concerning the Resulting Issuer – Available Funds and Principal Purposes ".

Selected Pro Forma Consolidated Financial Information

The following sets out selected pro forma financial information of the Resulting Issuer. This table should be read in conjunction with the unaudited pro forma consolidated balance sheet of the Resulting Issuer included in this Filing Statement as Appendix D.

	Pro Forma Balance Sheet($)
Current Assets	$1,050,401
Non-current Assets	$135,000
Current Liabilities	$109,254
Non-current Liabilities	$393,299
Shareholders' Equity	$682,848

Exchange Listing and Market Price

The Winston Common Shares began trading on the Exchange on March 4, 2019 under the trading symbol "WNST.P". The closing price of the Winston Common Shares on May 6, 2020, the last day the Winston Common Shares traded prior to the announcement of the Transaction, was $0.10.

No public market exists for any securities of Merida.

The Winston Common Shares are currently listed under Tier 2 on the Exchange. The Exchange has provided conditional acceptance of the listing of the Resulting Issuer Common Shares upon the completion of the Transaction. Listing is subject to the Resulting Issuer fulfilling all of the listing requirements of the Exchange.

Conflicts of Interest

Other than as disclosed below, as of the date of this Filing Statement and to the knowledge of the directors and officers of Winston and Merida, there are no existing conflicts of interest between the Resulting Issuer and any of the individuals proposed for appointment as directors or officers following the completion of the Transaction.

Interest of Experts and Others

Brian H. Newton P. Geo. (an independent "Qualified Person", as defined in NI 43-101) prepared the PBR Technical Report. Mr. Newton held less than one per cent of the outstanding securities of each of Winston and Merida, or of any Associate or Affiliate of either of them, when he prepared the PBR Technical Report and did not receive any or received less than a one per cent direct or indirect interest in any securities of each of Winston and Merida, or of any Associate or Affiliate of either of them, in connection with the preparation of the PBR Technical Report. Mr. Newton is not currently, nor is he expected to be elected, appointed or employed as, a director, officer or employee of Winston, Merida or the Resulting Issuer, or of any Associate or Affiliate of the Resulting Issuer.

MNP LLP is the auditor of Winston and is independent of Winston within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta. DMCL LLP is the auditor of Merida and is independent of Merida within the meaning of the Rules of Professional Conduct of Ontario.

Other than as mentioned above, no Person or Company whose profession or business gives authority to a statement made by the Person or Company and who is named as having prepared or certified a part of this Filing Statement or as having prepared or certified a report or valuation described or included in this Filing Statement holds any beneficial interest, direct or indirect, in any property of Winston, Merida or the Resulting Issuer or of an Associate or Affiliate of Winston, Merida or the Resulting Issuer and no such Person is expected to be elected, appointed or employed as a director, senior officer or employee of Winston, Merida or the Resulting Issuer or of an Associate or

Affiliate of Winston, Merida or the Resulting Issuer and no such Person is a promoter of Winston, Merida or the Resulting Issuer or an Associate or Affiliate of Winston, Merida or the Resulting Issuer.

For additional information, please see the discussion under " Information Concerning the Resulting Issuer – Experts – Interest of Experts ".

Risk Factors

AN INVESTMENT IN SECURITIES OF WINSTON AND, FOLLOWING THE COMPLETION OF THE TRANSACTION, THE RESULTING ISSUER IS HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK AND SHOULD ONLY BE MADE BY INVESTORS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.

The Resulting Issuer's business, being the acquisition, exploration and development of mineral properties in Spain, is speculative and involves a high degree of risk. The risk factors listed below could materially affect the Resulting Issuer's financial condition and/or future operating results, and could cause actual events to differ materially from those described in forward-looking statements made by or relating to the Resulting Issuer. Such risks include, but are not limited to: (i) the Transaction may not be completed; (ii) nature of mineral exploration and mining; (iii) exploration, development and operations;(iv) additional financing; (v) no earnings and history of losses; (vi) volatility of commodity prices; (vii) foreign operations risks; (viii) acquiring title; (ix) title matters; (x) insurance and uninsured risks; (xi) environmental risks and hazards; (xii) construction and start-up of new mines; (xiii) infrastructure; (xiv) competition for exploration, development and operation rights; (xv) limited operating history; (xvi) reliance on Project; (xvii) risks associated with the project; (xviii) governmental regulation; (xix) attracting and retaining talented personnel; (xx) possible conflicts of interest of directors and officers of the Resulting Issuer; (xxi) permitting risk; (xxii) volatility of market for Resulting Issuer Common Shares; (xxiii) dilution risk; (xxiv) dividends; and (xxv) Covid-19. For additional information, please see the discussion under " Risk Factors ".

Conditional Acceptance of the Exchange

The Exchange has conditionally accepted the Transaction subject to Winston fulfilling all of the requirements for final acceptance by the Exchange.

RISK FACTORS

An investment in the Resulting Issuer Common Shares should be considered highly speculative, not only due to the nature of Merida's business and operations, but also because of the uncertainty related to completion of the Transaction. In addition to the other information in this Filing Statement, an investor should carefully consider each of, and the cumulative effect of, the following factors, which assume the completion of the Transaction. Except as noted, these risk factors have been drafted in a manner so as to assume the completion of the Transaction.

The Transaction May Not Be Completed

The Transaction is subject to final acceptance by the Exchange as evidenced by the Final Exchange Bulletin. There can be no assurance that all of the necessary approvals will be obtained. If the Transaction is not completed for any reason, Winston will continue to search for and evaluate other investment opportunities. However, Winston will have incurred significant costs associated with the failed implementation of the Transaction.

Nature of Mineral Exploration and Mining

The Resulting Issuer's future is dependent on its mineral exploration and development programs. The exploration and development of mineral deposits involves significant financial risks over a prolonged period of time, which may not be eliminated even through a combination of careful evaluation, experience and knowledge. Few properties that are explored are ultimately developed into economically viable operating mines. Major expenditures on the Resulting Issuer's exploration properties may be required to construct or repair mining and processing facilities at a site, and it is possible that even preliminary due diligence will show adverse results, leading to the abandonment of projects. It is impossible to ensure the current or proposed exploration programs on any of the properties in which the Resulting Issuer has exploration rights, will result in any profitable commercial mining operations. The Resulting Issuer cannot give any assurance that its current and future exploration activities will result in a discovery of mineral deposits containing mineral resources or reserves.

Estimates of mineral resources and any potential determination as to whether a mineral deposit will be commercially viable can also be affected by such factors as: the particular attributes of the deposit, such as its size and grade; unusual or unexpected geological formations and metallurgy; proximity to infrastructure; financing costs; metal prices, which are highly volatile; and governmental regulations, including those relating to prices, taxes, royalties, infrastructure, land use, importing and exporting of metal concentrates, exchange controls and environmental protection. The effect of these factors cannot be accurately predicted, but the combination of any or all of these factors may result in the Resulting Issuer not receiving an adequate return on its invested capital or suffering material adverse effects to its business and financial condition. Exploration and development projects also face significant operational risks including but not limited to an inability to obtain access rights to properties, accidents, equipment breakdowns, labour disputes (including work stoppages and strikes), and other unanticipated interruptions.

Exploration, Development and Operations

The long term profitability of the Resulting Issuer's operations will be in part directly related to the cost and success of its exploration programs, which may be affected by a number of factors, including the Resulting Issuer's ability to extend the permitted term of exploration granted by the underlying claims and concessions. Substantial expenditures are required to establish reserves through drilling, to develop processes to extract the resources and, in the case of new properties, to develop the extraction and processing facilities and infrastructure at any site chosen for extraction. Although substantial benefits may be derived from the discovery of a major deposit, no assurance can be given that any such deposit will be commercially viable or that the funds required for development can be obtained on a timely basis.

Additional Financing

The advancement, exploration and development of the Resulting Issuer's properties, including continuing exploration and development projects, and, if warranted, construction or repair of mining facilities and the

commencement of mining operations, will require substantial additional financing. As a result, the Resulting Issuer may be required to seek additional sources of equity financing in the near future. The Resulting Issuer's ability to raise additional equity financing may be affected by numerous factors beyond its control including, but not limited to, adverse market conditions, commodity price changes and economic downturns. There can be no assurance that the Resulting Issuer will be successful in obtaining any additional financing required to continue its business operations and/or to maintain its property interests, or that such financing will be sufficient to meet the Resulting Issuer's objectives or obtained on terms favourable to the Resulting Issuer. Failure to obtain sufficient financing as and when required may result in the delay or indefinite postponement of exploration and/or development on any or all of the Resulting Issuer's properties, or even a loss of its property interests, which would have a material adverse effect on the Resulting Issuer's business, financial condition and results of operations.

No Earnings and History of Losses

The business of developing and exploring resource properties involves a high degree of risk and, therefore, there is no assurance that current exploration programs will result in profitable operations. The Resulting Issuer has not determined whether any of its properties contains economically recoverable reserves of mineralized material and currently has not earned any revenue from its projects; therefore, the Resulting Issuer does not generate cash flow from its operations. There can be no assurance that significant additional losses will not occur in the future. The Resulting Issuer's operating expenses and capital expenditures may increase in future years with advancing exploration, development and/or production from the Resulting Issuer's properties. The Resulting Issuer does not expect to receive revenues from operations in the foreseeable future and expects to incur losses until such time as one or more of its properties enters into commercial production and generates sufficient revenue to fund continuing operations. There is no assurance that any of the Resulting Issuer's properties will eventually enter commercial operation. There is also no assurance that new capital will become available, and if it does not, the Resulting Issuer may be forced to substantially curtail or cease operations.

Volatility of Commodity Prices

The development of the Resulting Issuer's properties is dependent on the future prices of minerals and metals. As well, should any of the Resulting Issuer's properties eventually enter commercial production, the Resulting Issuer's profitability will be significantly affected by changes in the market prices of minerals and metals.

Metal prices are subject to volatile price movements, which can be material and occur over short periods of time and which are affected by numerous factors, all of which are beyond the Resulting Issuer's control. Such factors include, but are not limited to, interest and exchange rates, inflation or deflation, fluctuations in the value of the U.S. dollar and foreign currencies, global and regional supply and demand, speculative trading, the costs of and levels of metal production, and political and economic conditions. Such external economic factors are in turn influenced by changes in international investment patterns, monetary systems, the strength of and confidence in the U.S. dollar (the currency in which the prices of metals are generally quoted), and political developments.

The effect of these factors on the prices of metals, and therefore the economic viability of any of the Resulting Issuer's exploration projects, cannot be accurately determined. The prices of commodities have historically fluctuated widely, and future price declines could cause the development of (and any future commercial production from) the Resulting Issuer's properties to be impracticable or uneconomical. As such, the Resulting Issuer may determine that it is not economically feasible to commence commercial production at some or all of its properties, which could have a material adverse impact on the Resulting Issuer's financial performance and results of operations. In such a circumstance, the Resulting Issuer may also curtail or suspend some or all of its exploration activities.

Foreign Operations Risk

The Resulting Issuer conducts exploration activities in Spain, which exposes the Resulting Issuer to risks that may not otherwise be experienced if all operations were located in Canada. The risks can include, but are not limited to, civil unrest or war, terrorism, illegal mining, changing political conditions, fluctuations in currency exchange rates, expropriation or nationalization without adequate compensation, changes to royalty and tax regimes, high rates of inflation, labour unrest and difficulty in understanding and complying with the regulatory and legal framework respecting ownership and maintenance of mineral properties. Changes in mining or investment policies or shifts in

political attitudes may also adversely affect the Resulting Issuer’s existing assets and operations. Real and perceived political risk may also affect the Resulting Issuer’s ability to finance exploration programs and attract joint venture or option partners, and future mine development opportunities.

Numerous countries have introduced changes to mining regimes that reflect increased government control or participation in the mining sector, including, but not limited to, changes of law affecting foreign ownership, mandatory government participation, taxation and royalties, exploration licensing, export duties, and repatriation of income or return of capital. There can be no assurance that industries, which are deemed of national or strategic importance in countries in which the Resulting Issuer has assets, including mineral exploration, will not be nationalized. There is a risk that further government limitations, restrictions or requirements, not presently foreseen, will be implemented. Changes in policy that alter laws regulating the mining industry could have a material adverse effect on the Resulting Issuer. There can be no assurance that the Resulting Issuer’s assets in Spain will not be subject to nationalization, requisition or confiscation, whether legitimate or not, by an authority or body. In addition, in the event of a dispute arising from foreign operations, the Resulting Issuer may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada. The Resulting Issuer also may be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. It is not possible for the Resulting Issuer to accurately predict such developments or changes in laws or policy or to what extent any such developments or changes may have a material adverse effect on the Resulting Issuer.

Given its foreign operations in Spain, the Resulting Issuer is exposed to risks that are typical and inherent for companies that have material assets and property held in that jurisdiction. In particular, previously issued permits may be suspended or revoked for a variety of reasons, including through government or court action. Spain is typically viewed as a favourable mining jurisdiction although there have been examples of actions of other foreign issuers, who have otherwise not complied with or conformed to existing regulations have resulted in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed or causing the withdrawal of permits or mining licenses, and the imposition of corrective measures requiring material capital expenditure or remedial action resulting in materially increased cost of compliance, reputational damage and potentially impaired ability to secure future approvals and permits. The Resulting Issuer may be required to compensate third parties for loss or damage and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Acquiring Title

The acquisition of title to mineral properties is a very detailed and time-consuming process. The Resulting Issuer may not be the registered holder of some or all of the claims or concessions comprising the Project or any of the mineral projects of the Resulting Issuer. These claims or concessions may currently be registered in the names of other individuals or entities, which may make it difficult for the Resulting Issuer to enforce its rights with respect to such claims, concessions or leases. There can be no assurance that proposed or pending transfers will be effected as contemplated. The rules governing mining concessions in Spain are complex and any failure by the Resulting Issuer to meet requirements would have a material adverse effect on the Resulting Issuer. Any defects in the title to the Resulting Issuer’s properties could have a material and adverse effect on the Resulting Issuer. Failure to acquire title to any of the claims or concessions at one or more of the Resulting Issuer's projects may have a material adverse impact on the financial condition and results of operations of the Resulting Issuer.

Title Matters

Once acquired, title to, and the area of, mineral properties may be disputed. There is no guarantee that title to one or more claims or concessions at the Resulting Issuer's projects will not be challenged or impugned. There may be challenges to any of the Resulting Issuer's titles which, if successful, could result in the loss or reduction of the Resulting Issuer's interest in such titles. The Resulting Issuer's properties may be subject to prior unregistered liens, agreements, transfers or claims, and title may be affected by, among other things, undetected defects. In addition, the Resulting Issuer may be unable to operate its properties as permitted or to enforce its rights with respect to its properties. The failure to comply with all applicable laws and regulations, including a failure to pay taxes or to carry out and file assessment work, can lead to the unilateral termination of concessions by mining authorities or other governmental entities.

Insurance and Uninsured Risks

The Resulting Issuer's business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, catastrophic equipment failures, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to the Resulting Issuer's properties or the properties of others, delays in mining, monetary losses and possible legal liability.

Although the Resulting Issuer plans to maintain insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated with a mining company's operations. The Resulting Issuer may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Resulting Issuer or to other Companies in the mining industry on acceptable terms. The Resulting Issuer might also become subject to liability for pollution or other hazards that may not be insured against or that the Resulting Issuer may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Resulting Issuer to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Environmental Risks and Hazards

All phases of the Resulting Issuer's operations are subject to environmental regulation in the jurisdictions in which it operates. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for Companies and their officers, directors and employees. There is no assurance that existing or future environmental regulation will not materially adversely affect the Resulting Issuer's business, financial condition and results of operations.

Government environmental approvals and permits are currently, or may in the future be, required in connection with the Resulting Issuer's operations. To the extent such approvals are required and not obtained, the Resulting Issuer may be curtailed or prohibited from proceeding with planned exploration, development or operation of mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations, including the Resulting Issuer, may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of Companies in the mining industry, or more stringent implementation thereof, could have a material adverse impact on the Resulting Issuer and cause increases in exploration expenses, capital expenditures or production costs, reduction in levels of production at producing properties, or abandonment or delays in development of new mining properties.

Construction and Start-up of New Mines

The success of construction projects and the start up of new mines by the Resulting Issuer is subject to a number of factors including the availability and performance of engineering and construction contractors, mining contractors, suppliers and consultants, the receipt of required governmental approvals and permits in connection with the construction of mining facilities and the conduct of mining operations (including environmental permits), and the successful completion and operation of operational elements that have to be factored in. Any delay in the

performance of any one or more of the contractors, suppliers, consultants or other persons on which the Resulting Issuer is dependent in connection with its construction activities, a delay in or failure to receive the required governmental approvals and permits in a timely manner or on reasonable terms, or a delay in or failure in connection with the completion and successful operation of the operational elements in connection with new mines could delay or prevent the construction and start-up of new mines as planned. There can be no assurance that current or future construction and start-up plans implemented by the Resulting Issuer will be successful; that the Resulting Issuer will be able to obtain sufficient funds to finance construction and start-up activities; that available personnel and equipment will be available in a timely manner or on reasonable terms to successfully complete construction projects; that the Resulting Issuer will be able to obtain all necessary governmental approvals and permits; and that the completion of the construction, the start-up costs and the ongoing operating costs associated with the development of new mines will not be significantly higher than anticipated by the Resulting Issuer. Any of the foregoing factors could adversely impact the operations and financial condition of the Resulting Issuer.

Infrastructure

Exploration and development activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Resulting Issuer's business, financial condition and results of operations.

Competition for Exploration, Development and Operation Rights

The mining industry is intensely competitive in all of its phases and the Resulting Issuer competes with many Companies possessing greater financial and technical resources than the Resulting Issuer. Competition in the metals mining industry is primarily for: mineral rich properties that can be developed and produced economically; the technical expertise to find, develop and operate such properties; the labour to operate the properties; and the capital for the purpose of funding such properties. Many competitors not only explore for and mine metals, but conduct refining and marketing operations on a global basis. Such competition may result in the Resulting Issuer being unable to acquire desired properties, to recruit or retain qualified employees or to acquire the capital necessary to fund its operations and develop its properties. Existing or future competition in the mining industry could materially adversely affect the Resulting Issuer's prospects for mineral exploration and success in the future.

Increased demand for services and equipment could cause project costs to increase materially, resulting in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability, or at all, and increase potential scheduling difficulties and cost increases due to the need to coordinate the availability of services or equipment, any of which could materially increase project exploration, development or construction costs, result in project delays or both.

Limited Operating History

The Resulting Issuer has a very limited history of operations, is in the early stage of exploration and must be considered a start-up corporation. As such, the Resulting Issuer is subject to many risks common to such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. There is no assurance that the Resulting Issuer will be successful in achieving a return on shareholders’ investment and the likelihood of success must be considered in light of its early stage of operations.

Reliance on Project

The only material property interest of the Resulting Issuer is currently its interest in the Project. The Project currently does not have any identified Mineral Resources or Mineral Reserves. Unless the Resulting Issuer acquires additional mineral properties, adverse developments affecting the Project could have a material adverse effect on the Resulting Issuer and could materially and adversely affect any profitability, financial performance and results of operations of the Resulting Issuer.

Risks Associated with the Project

The Project is a high risk, speculative venture, and no exploration or sampling has been conducted by the Resulting Issuer with respect to such property. No Mineral Resources or Mineral Reserves have been identified with respect to the Project to date and there is no certainty that the expenditures made by the Resulting Issuer towards the search and evaluation of minerals and metals with regard to the Project or otherwise will result in discoveries of commercial quantities of minerals or metals. If commercial quantities of minerals or metals are not discovered, the Resulting Issuer may be required to acquire and focus its operations on additional mineral projects that the Resulting Issuer may acquire in the future. There can be no assurance that any such other mineral projects or additional mineral properties will be available for acquisition by the Resulting Issuer or that, if available, the terms of acquisition will be favourable to the Resulting Issuer.

Governmental Regulation

The mineral exploration and development activities of the Resulting Issuer are subject to various laws governing prospecting, exploration, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters in local areas of operation. Although the Resulting Issuer's exploration and development activities will be carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail exploration, development or production. Amendments to current laws and regulations governing the Resulting Issuer's operations, or more stringent implementation thereof, could have an adverse impact on the Resulting Issuer's business and financial condition.

Attracting and Retaining Talented Personnel

The Resulting Issuer's success will depend in large measure on the abilities, expertise, judgment, discretion, integrity and good faith of management and other personnel in conducting the business of the Resulting Issuer. The Resulting Issuer will initially have a small management team and the loss of any of these individuals or the inability to attract suitably qualified staff could materially adversely impact the business. The Resulting Issuer's ability to manage its operating, development, exploration and financing activities will depend in large part on the efforts of these individuals. The Resulting Issuer may also experience difficulties in certain jurisdictions in efforts to obtain suitably qualified staff and retaining staff who are willing to work in that jurisdiction. The Resulting Issuer's success will depend on the ability of management and employees to interpret market and geological data successfully and to interpret and respond to economic, market and other business conditions in order to locate and adopt appropriate investment opportunities, monitor such investments and ultimately, if required, successfully divest such investments. Further, key personnel may not continue their association or employment with the Resulting Issuer, which may not be able to find replacement personnel with comparable skills. The Resulting Issuer has sought to and will continue to ensure that management and any key employees are appropriately compensated; however, their services cannot be guaranteed. If the Resulting Issuer is unable to attract and retain key personnel, business may be adversely affected. The Resulting Issuer faces intense competition for qualified personnel, and there can be no assurance that the Resulting Issuer will be able to attract and retain such personnel.

Possible Conflicts of Interest of Directors and Officers of the Resulting Issuer

Certain of the directors and officers of the Resulting Issuer will also serve as directors and/or officers of other Companies involved in mineral resource exploration and development and, consequently, there exists the possibility for such directors and officers to be in a position of conflict. The Resulting Issuer expects that any decision made by any of such directors and officers involving the Resulting Issuer will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of the Resulting Issuer and its shareholders, but there can be no assurance in this regard.

Permitting Risk

The Resulting Issuer's operations are subject to receiving and maintaining permits from appropriate governmental authorities. There is no assurance that delays will not occur in connection with obtaining all necessary renewals of permits for the existing operations, additional permits for any possible future changes to operations, or additional

permits associated with new legislation. Prior to any development or operations on any of its properties, the Resulting Issuer must receive permits from appropriate governmental authorities. There can be no assurance that the Resulting Issuer will continue to hold all permits necessary to develop or continue operating at any particular property.

Volatility of Market for Resulting Issuer Common Shares

The market price of the Resulting Issuer's Common Shares may be highly volatile and could be subject to wide fluctuations in response to a number of factors that are beyond the Resulting Issuer's control, including: (i) dilution caused by issuance of additional Resulting Issuer Common Shares and other forms of equity securities, which the Resulting Issuer expects to make in connection with future financings to fund operations and growth, to attract and retain qualified personnel and in connection with future strategic partnerships with other companies, (ii) announcements of new acquisitions, reserve discoveries or other business initiatives by competitors, (iii) fluctuations in revenue from operations as new reserves come to market, (iv) changes in the market for minerals or metals and/or in the capital markets generally, (v) changes in the demand for minerals and metals; and (vi) changes in the social, political and/or legal climate in the regions in which the Resulting Issuer operates. In addition, the market price of the Resulting Issuer Common Shares could be subject to wide fluctuations in response to: (a) quarterly variations in operating expenses, (b) changes in the valuation of similarly situated Companies, both in the mining industry and in other industries, (c) changes in analysts' estimates affecting the Resulting Issuer, competitors and/or the industry, (d) changes in the accounting methods used in or otherwise affecting the industry, (e) additions and departures of key personnel, (f) fluctuations in interest rates, exchange rates and the availability of capital in the capital markets, and (g) significant sales of the Resulting Issuer Common Shares, including sales by future investors in future offerings which may be made to raise additional capital. These and other factors will be largely beyond the Resulting Issuer's control, and the impact of these risks, singularly or in the aggregate, may result in material adverse changes to the market price of the Resulting Issuer Common Shares and/or the Resulting Issuer's results of operations and financial condition.

Dilution Risk

In order to finance future operations and development efforts, the Resulting Issuer may raise funds through the issue of Resulting Issuer Common Shares or securities convertible into Resulting Issuer Common Shares. The constating documents of the Resulting Issuer will allow it to issue, among other things, an unlimited number of Resulting Issuer Common Shares for such consideration and on such terms and conditions as may be established by the directors of the Resulting Issuer, in many cases, without the approval of shareholders. The size of future issues of Resulting Issuer Common Shares or securities convertible into Resulting Issuer Common Shares or the effect, if any, that future issues and sales of the Resulting Issuer Common Shares will have on the price of the Resulting Issuer Common Shares cannot be predicted at this time. Any transaction involving the issue of previously authorized but unissued Resulting Issuer Common Shares or securities convertible into Resulting Issuer Common Shares would result in dilution, possibly substantial, to present and prospective shareholders of the Resulting Issuer.

Dividends

The Resulting Issuer does not intend to declare dividends for the foreseeable future, as the Resulting Issuer anticipates that any future earnings will be re-invested in the development and growth of the business. Therefore, investors will not receive any funds unless they sell their Resulting Issuer Common Shares, and shareholders may be unable to sell their shares on favorable terms or at all. Investors cannot be assured of a positive return on investment or that they will not lose the entire amount of their investment in Resulting Issuer Common Shares.

Public Health Crisis

The Resulting Issuer’s business, operations and financial condition could be materially adversely affected by the outbreak of epidemics or pandemics or other health crises. The rapidly evolving COVID-19 outbreak may have a negative impact on the mining business in general and on the Resulting Issuer's business specifically. As the Resulting Issuer's mining properties and operations are located in Spain, access to the Resulting Issuer's properties, facilities and operations personnel may be limited or made impossible altogether, which could have a material adverse effect on the Resulting Issuer carrying out its development program going forward. In addition, the Resulting Issuer's Board and senior management (executives) are largely located in Ontario, Canada, and their

ability to operate locally and with the operations personnel may be restricted to varying degrees. The Resulting Issuer's business, financial condition, results of operations, and the value of the Resulting Issuer Common Shares could also be materially adversely affected by the instability caused by the COVID-19 outbreak in Spain, Canada and around the world. The Resulting Issuer may also be forced to take additional precautionary measures in response to further developments with the COVID-19 outbreak that could have a deleterious effect on its operations and finances.

In December 2019, COVID-19 was reported to have surfaced in Wuhan, China. On January 30, 2020, the World Health Organization declared the outbreak a global health emergency and on March 11, 2020, the World Health Organization declared the outbreak a pandemic. In China, reactions to the spread of COVID-19 have led to, among other things, significant restrictions on travel within China, temporary business closures, quarantines and a general reduction in consumer activity. The outbreak has spread throughout the world, causing the governments of most western countries, including Canada and the United States, to take certain actions to reduce the spread of the virus. Such actions have included imposing restrictions such as quarantines, school closures, restrictions on public gatherings, business closures and travel restrictions. While these effects are expected to be temporary, the duration of the business disruptions internationally and related financial impact cannot be reasonably estimated at this time. Such public health crises can result in volatility and disruptions in the supply and demand for minerals and metals, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk and inflation. The risks to the Resulting Issuer of such public health crises also include risks to employee health and safety and a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak. At this point, the extent to which COVID-19 may impact the Resulting Issuer is uncertain; however, it is possible that COVID-19 may have a material adverse effect on the Resulting Issuer's business, results of operations and financial condition.

Should an employee or visitor in any of the Resulting Issuer's facilities, offices or work sites become infected with a serious illness that has the potential to spread rapidly, this could place the Resulting Issuer's workforce at risk. The 2020 outbreak of COVID-19 is one example of such an illness. There can be no assurance that this virus or another infectious illness will not impact the Resulting Issuer’s personnel and ultimately its operations.

INFORMATION CONCERNING WINSTON

The following information is presented on a pre-Transaction basis and prior to giving effect to any of the Transaction. Please see the discussion under " Information Concerning the Resulting Issuer " for pro forma business, financial and share capital information relating to the Resulting Issuer.

Corporate Structure

Name and Incorporation

Winston was incorporated pursuant to the provisions of the ABCA on October 22, 2018under the name "Winston Capital Group Inc."

The head office of Winston is located at Suite 1600, Dome Tower, 333 – 7th Ave. S.W., Calgary, Alberta T2P2Z1 and the registered and records office of Winston is located at Suite 1600, Dome Tower, 333 - 7th Avenue S.W., Calgary, Alberta T2P2Z1.

On December 5, 2018, Winston amended its articles to remove restrictions on the transfer of Winston Common Shares and other restrictions applicable to private issuers and to increase the minimum number of directors which Winston requires from one (1) to three (3).

General Development of the Business

History

Winston issued an aggregate of 2,500,000 Winston Common Shares to its directors, officers and seed investors on October 22, 2018 and November 7, 2018at a price of $0.05 per share for gross proceeds of $125,000. These shares are held pursuant to the CPC Escrow Agreement in accordance with the policies of the Exchange.

Winston completed its initial public offering of Winston Common Shares on February 28, 2019 pursuant to a prospectus dated February 1, 2019 issuing 5,000,000 Winston Common Shares at a price of $0.10 per share for gross proceeds of $500,000. In connection with the offering, the agent of the initial public offering was paid a cash commission equal to 10% of the gross proceeds, a corporate finance fee plus non-transferable option to purchase up to 500,000 Winston Common Shares at a price of $0.10 per share for a period of two years from the date the Winston Common Shares were first listed on the Exchange.

Winston has also granted 750,000 incentive stock options to its directors and officers which are exercisable for a period of ten years from the date of the grant at an exercise price of $0.10 per Winston Common Share.

The Winston Common Shares began trading on the Exchange on March 4, 2019 under the symbol "WNST.P".

On May 5, 2020, Winston and Merida entered into an arm's length non-binding letter of intent pursuant to which the parties agreed to effect a business combination. On December 9[th] , 2020,Winston, 2797200 Ontario Inc. and Merida entered into the Amalgamation Agreement providing for, among other things, the Transaction. For a description of the Amalgamation Agreement, please see the discussion under the heading " The Proposed Transaction – Share Exchange Agreement ". To date, Winston has not carried on any operations other than identifying and evaluating opportunities for the acquisition of an interest in assets or businesses with a view to completing a Qualifying Transaction and, once identified and evaluated, negotiating an acquisition or participation in such assets or businesses. The Transaction will be Winston's Qualifying Transaction.

Selected Financial Information

The following table sets out certain selected financial information of Winston in summary form for the year ended December 31, 2020 and for the nine months ended September 30, 2021. This selected financial information has been derived from the Winston Financial Statements, which are attached to this Filing Statement as Appendix A and Appendix C, and should be read in conjunction with those financial statements:

	Nine-Months Ended September 30, 2021	Year-Ended December 31, 2020
Total expenses	$40,215	$84,792
Amounts deferred in connection with the Transaction	Nil	Nil

Management's Discussion and Analysis

The MD&A for Winston for the years ended December 31, 2020 and December 31, 2019 is attached to this Filing Statement as Appendix B. The MD&A for Winston is a review of how Winston performed during the period covered by the Winston Audited Financial Statements and of Winston's financial condition and future prospects. The MD&A complements and supplements the Winston Audited Financial Statements and should be read in conjunction with the Winston Audited Financial Statements and the related notes for the years ended December 31, 2020 and December 31, 2019.

Description of Securities

Winston is authorized to issue an unlimited number of Winston Common Shares and unlimited number of preferred shares issuable in series.

Winston Common Shares

The holders of Winston Common Shares are entitled to: (i) receive notice of and to vote at every meeting of shareholders of Winston and shall have one vote thereat for each such Winston Common Shares so held; (ii) receive such dividend as the directors may from time to time, by resolution, declare on the Winston Common Shares, subject to the rights, privileges, restrictions and conditions attached to the preferred shares of Winston; and (iii) subject to the rights, privileges, restrictions and conditions attached to the preferred shares of Winston, in the event of liquidation, dissolution or winding up of Winston or upon any distribution of the assets of Winston (other than by way of dividend out of monies properly applicable to the payment of dividends) to share pro rata .

Preferred Shares

The preferred shares may be issued in one or more series, and the directors of Winston are authorized to fix the number of shares in each series, and to determine the designation, rights, privileges, restrictions and conditions attached to the shares of each series. The preferred shares are entitled to preference over the Winston Common Shares with respect to the payment of dividends, if any, and in the distribution of assets in the event of liquidation, dissolution or winding up of Winston.

Escrowed Shares

Pursuant to the CPC Escrow Agreement, 2,500,000 of the issued and outstanding Winston Common Shares have been deposited in escrow. Upon Winston completing the Transaction, the Winston Common Shares held pursuant to the CPC Escrow Agreement shall be released from escrow in accordance with the CPC Escrow Agreement. See " Information Concerning the Resulting Issuer – Escrowed Securities ".

Stock Option Plan

Winston has adopted an incentive stock option plan in accordance with the policies of the Exchange which provides that the Board of Winston may from time to time, in its discretion, grant to directors, officers, employees and consultants of Winston non-transferable options to purchase Winston Common Shares. The number of Winston Common Shares reserved for issuance under the Winston Option Plan shall not exceed ten percent (10%) of the issued and outstanding Winston Common Shares from time to time. Such options shall be exercisable for a period of up to ten (10) years. In addition, the number of Winston Common Shares reserved for issuance to any one Person shall not exceed five percent (5%) of the issued and outstanding Winston Common Shares and the number of Winston Common Shares reserved for issuance to consultants or employees conducting Investor Relations Activities (as such term is defined by the Exchange) will not exceed 2% of the issued and outstanding Winston Common

Shares in any twelve (12) month period. However, other than in connection with a Qualifying Transaction, during the time that Winston is a CPC, the aggregate number of Winston Common Shares issuable upon exercise of all options granted under the Winston Option Plan shall not exceed 10% of the Winston Common Shares issued and outstanding at the closing of Winston's initial public offering. The Board determines the price per Winston Common Shares and the number of Winston Common Shares which may be allotted to each director, officer, employee and consultant and all other terms and conditions of the option, subject to the rules of the Exchange. If the holder ceases to be a director, officer, employee or consultant of Winston, such holder's options must also be exercised within the later of: (i) twelve (12) months after the Completion of the Qualifying Transaction; and (ii) ninety (90) days from the date of termination of employment or cessation of position with Winston, other than by reason of death. The price per Winston Common Shares set by the Board shall not be less than the last closing price of the Winston Common Shares on the Exchange prior to the date on which such option is granted, less the applicable discount permitted (if any) by the Exchange. If prior to the exercise of an option, the holder ceases to be a director, officer, employee or consultant of Winston, or its subsidiary, the option of the holder shall be limited to the number of shares purchasable by him/her immediately prior to the time of his/her cessation of office or employment and he/she will have no right to purchase any other shares. See " Information Concerning the Resulting Issuer – Escrowed Securities ".

As of the date of this Filing Statement, Winston has granted Winston Stock Options to its directors and officers to purchase an aggregate of 750,000 Winston Common Shares pursuant to the Winston Option Plan, which Winston Stock Options are exercisable at a price of $0.10 per share for a period of ten years from the date of grant.

Prior Sales

Including the sale of the Winston Common Shares issued pursuant to the Winston Private Placement, since the date of incorporation (October 22, 2018), 7,500,000 Winston Common Shares have been issued and are currently outstanding as follows:

Date Issued	Type of Security Issued	Number of Securities	Issue Price Per Security	Aggregate Issue Price	Nature of Consideration
October 22, 2018(1)	Winston Common Shares	2	$0.05	$0.10	Cash
November 7, 2018(2)	Winston Common Shares	2,499,998	$0.05	$124,999.90	Cash
February 28, 2019(3)	Winston Common Shares	5,000,000	$0.10	$500,000	Cash

Notes:

Includes Winston Common Shares issued to Bruce Bent and Michael White upon incorporation.
Includes 999,999 Winston Common Shares issued to Bruce Bent, 699,999 Winston Common Shares issued to Michael White, 400,000 Winston Common Shares issued to John Gamble, and 400,000 Winston Common Shares issued to Dave Woolford.
Closing of initial public offering pursuant to a prospectus dated February 1, 2019.

Stock Exchange Price

The Winston Common Shares have been posted for trading on the Exchange since March 4, 2019 under the trading symbol "WNST.P". The closing price of the Winston Common Shares on May 6, 2020, the last day the Winston Common Shares traded prior to the announcement of the Transaction, was $0.10. The following table sets out trading information for the Winston Common Shares for the periods indicated as reported by the Exchange:

Period	High	Low	Trading Volume
January 1, 2021-January 31, 2021(1)(2)	Nil	Nil	Nil
February 1, 2021-February 28, 2021	Nil	Nil	Nil
March 1, 2021-March 31, 2021	Nil	Nil	Nil
April 1, 2021-April 30, 2021	Nil	Nil	Nil
May 1, 2021-May 31, 2021	Nil	Nil	Nil
June 1, 2021-June 30, 2021	Nil	Nil	Nil
July 1, 2021-July 31, 2021	Nil	Nil	Nil

August 1, 2021-August 31, 2021	Nil	Nil	Nil
September 1, 2021-September 30, 2021	Nil	Nil	Nil
October 1, 2021-October 31, 2021	Nil	Nil	Nil
November 1, 2021-November 30, 2021	Nil	Nil	Nil
December 1, 2021-December 31, 2021	Nil	Nil	Nil
January 1, 2022-January 31, 2022	Nil	Nil	Nil
February 1, 2022-February 14, 2022	Nil	Nil	Nil

Note:

The Winston Common Shares were halted from trading on June 24, 2019 on the announcement by Winston of a previously proposed Qualifying Transaction and resumed trading February 13, 2020 after termination of the previously proposed Qualifying Transaction;
The Winston Common Shares were halted from trading on May 6, 2020 on the first announcement of the Transaction.

Arm's Length Transactions

It is the collective view of Winston and Merida that the proposed Transaction does not constitute a Non-Arm's Length Qualifying Transaction.

Legal Proceedings

Other than as disclosed below, there are no legal proceedings material to Winston to which Winston is, or has been, a party or of which any of its property is, or has been, the subject matter. Additionally, to the knowledge of Winston, there are no such proceedings contemplated.

On October 14, 2020, Winston was provided with a full release in connection with a previously filed petition in Harris County, Texas between Maxx Sports Technologies Inc., and Winston. Winston did not incur any expenses in connection with this settlement.

Auditor, Transfer Agent and Registrar

Auditor

The auditors of Winston are MNP LLP, Chartered Professional Accountants, located at 50 Burnhamthorpe Road West, Suite 900, Mississauga, Ontario, L5B3C2.

Transfer Agent and Registrar

Winston's transfer agent and registrar is TSX Trust Company, through its principal offices at 2110, 685 Center Street SW, Calgary Alberta T2G1S5.

Material Contracts

Winston has not entered into any material contracts, other than contracts entered into in the ordinary course of business, except:

(a) the Amalgamation Agreement;
(b) the CPC Escrow Agreement;
(c) the agency agreement dated February 1, 2019 between Winston and Mackie Research Capital Corporation; and
(d) a registrar and transfer agency agreement dated as of November 29, 2018 between Winston and TSX Trust Company.

Copies of the foregoing contracts will be available for inspection at the offices of Winston's counsel, Burstall LLP, at Suite 1600, 333 - 7[th] Avenue SW, Calgary, Alberta,T2P2Z1, Attention: Dale Burstall, at any time during ordinary

business hours until the completion of the Transaction and for a period of 30 days thereafter. Each of these are available on SEDAR at www.sedar.com and are incorporated by reference herein.

INFORMATION CONCERNING MERIDA

The following information has been provided by Merida and is presented on a pre-Transaction basis. Please see the discussion under " Information Concerning the Resulting Issuer " for pro forma business, financial and share capital information relating to the Resulting Issuer following the Transaction.

Corporate Structure

Name and Formation

Merida was formed pursuant to the provisions of the OBCA on August 8, 2018under the name "2649385 Ontario Inc." and subsequently changed its name to Merida pursuant to the articles of amendment filed on September 4, 2019.

The head and registered office of Meridians located at 15 Toronto Street, Suite 602, Toronto, Ontario, M5C2E3.

La Joya, a wholly owned subsidiary of Merida, was incorporated on November 29, 2006 under the name as Andalucia Exploration Services, SLU, in Seville, Spain.

General Development of the Business

Merida is a corporation engaged in the acquisition, exploration and evaluation of mineral properties.

Since formation, Merida has not conducted any business with the exception of acquiring the Project. See " Information Concerning Merida – Significant Acquisitions ".

Significant Acquisitions

On March 19, 2019, Merida acquired all of the outstanding shares of La Joya in exchange for a cash payment of €75,000 and 2,500,000 Merida Common Shares, by way of Share Purchase Agreement. On July 25, 2019, La Joya entered into a JV Agreement among Auplata, Amaiur and La Joya in regards to the Project (which was subsequently terminated). On March 31, 2021, Auplata, Amaiur and La Joya, through their respective representatives entered into the Asset Purchase Agreement. Pursuant to the Asset Purchase Agreement, La Joya will acquire 100% of the Project free from all liens, mortgages, charges, pledges, encumbrances or other burdens with all rights now or thereafter attached thereto. The various terms of the acquisition are as follows: (a) receipt of notification from the Junta de Extremadura of the mining permit extension; (b) application for the authorization of 100% of the Project transfer will be submitted to the Junta de Extremadura after the Asset Purchase Agreement has been duly notarized; (c) cash consideration of €90,750 (inclusive of VAT) and two million three hundred thousand (2,300,000) Merida Common Shares (which have already been issued); and a one percent (1%) net smelter return royalty (“ NSR Royalty ”) in favour of Amaiur-Auplata.

As of the date of this Filing Statement, the parties to the Asset Purchase Agreement are awaiting notification from the Junta de Extremadura of the mining permit extension. Receipt of the notification of the mining permit extension has been significantly delayed as a result of the ongoing COVID-19 pandemic. Once notification of the mining permit extension is received, the parties will apply to the Junta de Extremadura for authorization of the Project transfer. Merida has been advised that authorization typically takes 4 to 6 months to receive, during which months Merida will have continued access to the Project and will be permitted to conduct work thereon. While Merida expects to receive authorization of the Project transfer within the typical 4 to 6 month timeframe, there is significant uncertainty as to the exact timing of receipt.

The Project

Unless stated otherwise, the information in this section is based on the PBR Technical Report, is effective as of the date of the PBR Technical Report and was reviewed by, and included with the consent of, Brian H. Newton, P. Geo, the author of the PBR Technical Report. Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of the PBR Technical Report which is available for review on SEDAR at www.sedar.com. The PBR Report is not and shall not be deemed to be incorporated by reference in this Filing Statement.

Property Description and Location

The Project consists of one investigation permit.

The approximate location of the Project is shown in the map below.

==> picture [469 x 111] intentionally omitted <==

Land Tenure

Under the terms of the JV Agreement, Merida through its wholly-owned subsidiary, La Joya has the right to own a 100% non-encumbered title to the claims making up the Project.

The Project consists of one claim block is officially titled the Permiso de Investigación"Herrería s" #12.785 (" Investigation Permit ") which is 8,924.24 hectares (approximately 90 km²) in size, hosts two areas of mineralization, Las Poyatas in the west and Las Herrerias in the east.

Mineral Rights

Mining and exploration activities in Spain are governed at the national level by the Mines Act (Law 22/1973) and Royal Decree 2857/1978, which places all mineral rights in the public domain, to be dispensed to private parties by the national government. Some mining related functions are the responsibility of the Autonomous Communities and in this case are laid out in the Statute of Autonomy of the Autonomous Community of Extremadura. Further regulations, particularly environmental, may be applicable at the Extremadura, national and European Union levels.

In Spain, an Investigation Permit is the middle tier of a three-tier Permit system defined in the Mines Act. The lowest, an Exploration Permit, allows the holder to complete non-intrusive exploration activities only, for example airborne surveys. The highest, a Mining Concession is required once a project approaches the economic production stage.

Investigation Permits are granted on three-year terms. These terms can be extended at the discretion of the national government. A "Section C" Investigation Permit allows for any means of exploration (e.g. drilling, surface sampling, soil geochemistry, ground geophysics) required to define a body of any economic resource not including:

Surficial deposits (sand, gravel);
Groundwater or geothermal resources;
Historic mine wastes; and
Fossil fuels, radioactive minerals or other energy resources.

Permission to explore the property depends on the submittal of an Investigation Plan to the Extremadura mining authorities ( Dirección General de Industria, Energía y Minas ), and its approval by same. Further approvals from environmental regulators may be required depending on the nature of the proposed exploration. An Investigation Plan must be submitted for each year that the Permit is valid and, following the first year, subsequent Investigation Plans must include a report on the work performed during the previous year.

The permit holder must also reach an agreement with landowners, surface rights holders and other occupants of the area to be explored. The Mines Act provides powers of expropriation to the permit holder for the purpose of temporary occupation. The holder must initiate the legal proceedings for expropriation.

Annual payments are due on the Permit to both the national and regional (Extremadura) governments. A national "surface fee" ( Canon de Superficie ), payable to the Ministry of Finance ( Ministerio de Hacienda) , equals €22.50 per mining grid square, coming to €6,727.50 for the PBR Property. An annual payment of €241.82 is due to the Extremadura Department of Industry, Energy and Mines ( Dirección General de Industria, Energía y Minas ) as part of the yearly Investigation Plan application.

Royalties and Other Encumbrances

Upon the closing of the Asset Purchase Agreement, as discussed earlier, , the Project will be subject to a one (1) percent NSR Royalty in favour of Auplata-Amaiur. This NSR Royalty may be purchased by La Joya according to the payment terms set out in the Asset Purchase Agreement.

Surface Rights

All of the surface rights associated with the claims making up the Project are held by the government of Spain.

The holder of mineral claims, where the surface rights are held by the government, is granted surface access for prospecting and ground evaluation purposes. Access for operations that involve underground operations including drilling require a permit issued under Spanish mining law by Spanish mining authorities.

Permitting

All required permits for work done on the Projectas of the effective date of the Technical Report were obtained in accordance with Spanish mining law.

Merida will apply for all required permits prior to conducting the proposed work on the property and will require the filing of a standard "Notice of Work" with the Spanish Mining Authority.

Environmental Liabilities

The author of the Technical Report is not aware of any environmental liabilities on the Project.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

Accessibility

Access to the Project is possible year-round with a network of paved, gravel, and dirt roads. Valley topography provides additional access.

Climate

The climate is that of a fog and mist fed coastal desert. Rainfall is low, with individual rainfalls seldom more than 10 mm. Work is possible year-round.

Proximity to Population Centres

Nearby regional towns include Badajoz (80 km west-northwest), Mérida (35 km northwest) and Almendralejo (25 km west). The nearest major cities are Seville (140 km south), Madrid (300 km northeast) and Lisbon, Portugal (250 km west).

Surface Rights, Power & Water

All surface rights remain with the national, regional or municipal governments, or local landowners. Municipal electricity and water supplies exist within the project boundaries on account of the presence of two villages.

Topography, Elevation & Vegetation

Terrain on the property consists of undulating farmland and scrubland within a broad basin surrounding the Rio Palomillas, which flows northwestward into the river Matachel, itself a tributary of the Guadiana. The upland southeast corner of the property is forested. Relief varies from 300 m (along the Rio Palomillas in the northwest of the property) to 580 m, at La Navilla along the east property boundary.

History

Ownership, Exploration and Development History

The history of the PBR property is tabulated below. The majority of this information is taken from Quirós et al (2001).

The "Herrerías" prospect was initially discovered during regional mapping by IGME, the Instituto Geológico y Minero de España. Follow-up exploration work was completed by IGME following the discovery. Work in 1991 was completed by Minas de Almaden y Arrayanes SA (MAYASA), a national government research agency. In the late 1990s work was completed by Outokumpu Minera Española SA (OME), a division of the Finnish steel company Outokumpu. OME conducted exploration throughout the Permiso de Investigación "Palomillas" #12.375, which almost exactly matches the present property.

In 2011, Amaiur filed a three-year work plan including surface sampling, soil geochemistry, geophysics and diamond drilling (Alpera2011a), but it does not appear that any of their proposed work was carried out.

Table 1 History of Exploration

Operator	Years	Summary	Description
IGME	1980s	Mapping	Regional mapping; 1:10 k outcrop mapping, stream and soil geochemistry.
			Discovery of Herrerías occurrence
IGME	1984-	Geophysics	Ground resistivity, IP, gravimetry, magnetics, local to Herrerías prospect
	1985
IGME	1988	Geophysics	Helicopter-borne resistivity, magnetics, VLF over 410 line km
IGME	1984	Trenching	7 trenches (C-1 to 7) excavated across Herrerías occurrence. Detailed
			1:100 mapping and sampling
IGME	1983-	Drilling	Drillholes PR-1 to 8 at Herrerías prospect (total 796.85 m)
	1985
IGME	1985-	Drilling	Drillholes PR-9 to 12; PR-SE-1 & 2 at and around Herrerías (total 936.05
	1987		m)
MAYASA	1991	Drilling	Drillholes PAL-1 to 4 on outlying geophysical targets, and PR-13 in
			Herrerías prospect (total 663.60 m). Mapping
OME	1999	Mapping	Review and expansion of IGME mapping and soil geochemistry in various
			property areas
OME	1999	Geophysics	Reprocessing of IGME gravimetry and resistivity data; additional
			surveying in Herrerías prospect area
OME	1999-	Drilling	Drillholes PROK-1 to 4; PROKO-1 to 9; PROKE-1 to 8 drilled in
	2001		Herrerías prospect and outlying areas (total 4,866.75m). Downhole
			resistivity completed on PROK-1, 2, 4. Thin section analysis of samples
			from PROK-3

The various historic work programs are discussed below based on their type:

6.1 Historic Mapping

A number of gossans a short distance south of the village of Puebla de la Reina were discovered in the early 1980s during IGME’s regional mapping fieldwork as part of its MAGNA programme, which has produced nationwide 1: 50,000 geologic maps. Map sheet 830, "Hornachos", covers the area in question.

As follow-up, two areas each of about 20 km² were mapped at 1: 10,000. These areas are "Las Herrerías" (i.e. the Herrerías prospect) and "Las Poyatas" to the west of the village of Palomas (IGME1984a). Early surface samples taken from the Herrerías gossan gave assays of 1.7% Cu, 20.5% Pb, 2.8% Zn, and 316 g/t Ag (IGME1984a). Modestly elevated values were also attained from the Las Poyatas gossan e.g. 169 ppm Pb and 129 ppm Zn.

A further 1.4 km² were mapped at 1: 2,000, in an area between the villages of Puebla de la Reina and Palomas (MAYASA 1991; Hidalga 1991).

Quirós et al (2001) mention that OME undertook 1:10,000 mapping over much of the property (about 74.5 km²) to confirm and expand earlier mapping, although few specifics are given.

6.2 Historic Surficial Geochemistry

IGME completed regional-scale stream (arroyo) geochemistry, in which 891 stream samples and 40 stream sediment samples were taken across an area of 891 km² (IGME1984b). Samples were assayed for Cu, Pb and Zn, and a number of modest anomalies were found from streams across the property.

In follow-up, IGME completed two soil geochemistry surveys on a 50 m grid, covering the Las Herrerías (559 samples) and Las Poyatas (92 samples) areas. Following this work, more detailed soil sampling was completed, at 25 m stations along sixteen profiles with 200 m separation, totalling 689 samples (IGME 1985). Anomalies from Las Poyatas reached highs of 250 ppm Zn and 77 ppb Pb, while a value of ">235 ppb" Pb came from a sample taken above a gossan northeast of Puebla de la Reina, which has otherwise remained largely unexplored. The greatest concentration of elevated Pb and Zn values came from the immediate area of the Las Herrerías prospect.

OME completed a confirmatory soil sampling exercise along a single profile that transected the Las Herrerías prospect, consisting of 74 samples which were tested for a 47-element suite by ICP. The results were similarly low as those from the IGME work, and OME declined to pursue further soil geochemical work on the property (Quirós et al 2001).

6.3 Historic Trenching

Prior to the IGME 1983 work, the Herrerías showing consisted of a "80 m x 20 m x 2 m trench" (IGME1984a). This is the site of ancient Roman workings (Conde et al 2001). It is not clear which of the two local ponds this corresponds to.

IGME excavated seven trenches, named C-1 to C-7, totalling 131 m in length and up to 3.5 m depth. Trenches 3 to 7 were excavated across strike, while trenches 1 and 2 are excavated obliquely or along the strike of the mineralization. These trenches collectively tested about 160 m of strike (Granda 1983; IGME1984a). The trenches were mapped at a 1:100 scale. Nine samples were taken and analyzed for Cu, Pb, Zn, Ag and Au. All trenches exposed gossanized sulphide lenses although only trenches 1, 6 and 7 were sampled. The highest values came from the C-1 trench, roughly in the centre of the investigated strike length, in which a single sample (C-1-1) gave values of 1.21% Cu, 3.29% Pb, 0.37% Zn, 0.49 g/t Au and 83.0 g/t Ag (Quirós et al 2001; IGME1984a). Samples from trenches 6 and 7 also gave elevated Cu and Zn (upwards of 0.1%). The size of the samples and the sampling methodology are not reported.

Trench 6 exposed four major gossanized zones and numerous smaller ones over a total width of 25 m, the widest individual lens being 5 m thick and consisting of silicified rhyolite breccia. Trench 6 also exposed a 50 cm-thick quartz vein, which was not sampled (IGME1984a, Pedrajas 1984).

According to Granda (1983; and IGME1984a) the trenches are located south of the "Charca de la Herrería" and along strike of a second pond about 100 m to the southwest. However, the 2018 field visit located trenches next to the Charca de la Herrería (see "Exploration" section).

6.4 Historic Geophysics

The table below lists the surveys completed. All information is taken from Quirós et al (2001):

Table 2 Detail of Geophysical Surveys

Operator	Year	Category	Survey	Location	Coverage	Notes
IGME	1984	Ground/	Mise-a-la-	Las Herrerías	0.4 km²	using DDH PR-1
		Downhole	Masse
IGME	1984	Ground	IP, resistivity	Las Herrerías	3 lines dipole-dipole (total	945 m); 3 lines
					pole-dipole (1,335 m); 7 lines chargeability
					gradient(1,680 m)
IGME	1984	Ground	Magnetometry	Las Herrerías	3 lines (total 1,200 m)

IGME	1985	Ground	Resistivity	Las Herrerías	8 lines (total ~1,600 m)
			Tomography
IGME	1986-	Ground	Gravimetry,	Las	3.5 km²
	87		magnetometry	Herrerías&
				surroundings
IGME	1988	Helicopter	Resistivity,	Property-	410 line km at 100-300 m spacing
			magnetometry,	wide
			VLF
IGME	1988	Ground	Resistivity	?
OME	~1999	Ground	Gravimetry	Las Herrerías	3.5 km²	Reprocessing of
						IGME data
OME	~1999	Ground	Resistivity,	Property-	410 line km at 100-300	Reprocessing of
			magnetometry,	wide	m spacing	IGME data
			VLF
OME	~1999	Ground	Gravimetry	Las Herrerías	25 km²
OME	1999	Ground	Resistivity	Las Herrerías	4 lines	PROTEM and
			(TDEM)			TEM-37
						instruments
OME	1999	Downhole	Resistivity	Las Herrerías	3 DDH (PROK-1, 2, 4)	BH-43 instrument
			(TDEM)
OME	2000	Ground	Resistivity	Las Herrerías and Las Poyatas (?)		GEFINEX400S
						system
OME	2000	Downhole	Resistivity	E and W of	6 DDH (PROKE-2, 4,	BH-43 instrument
			(TDEM)	Las Herrerías	6,7;PROKO-3,5)
OME	2001	Downhole	Resistivity	E and W of	3 DDH (PROKE-8, 10;	PROKO-9)
			(TDEM)	Las Herrerías

The Mise-a-la-Masse survey results were theorized to show that the mineralized body was divided into three separate blocks by steep northeast-trending faults (IGME1984c).

Quirós et al (2001) state that resistivity and gravimetry surveys have been of limited use, since the responses from mineralization are small compared to the responses from graphitic intervals and from density contrasts between country units, respectively. Similarly, the magnetic surveys have highlighted fracture-hosted magnetite zones which are useful for interpreting the structural geology but have proven to be of limited use in delineating the mineralized zones, which are generally not magnetic.

6.5 Historic Drilling

IGME began drilling in 1984 with drillholes PR-1 to PR-4 which tested the Las Herrerías prospect as it dips shallowly northward from the trenched area (Tables 5, 6). This successful initial program was followed up with drillholes PR-5 to PR-12 which consisted of overcuts and strike extensions. This drilling traced the massive sulphide horizon over a strike of 530 m, with a down-dip extension reaching about 250 m northeast of the surface showing to a vertical depth of about 50 m. An outlying gossan was tested with drillholes PR-E-1 & 2, about 1,300 m east of Las Herrerías.

Drillholes PAL-1 to PAL-4 and PAL-13 were drilled by MAYASA. PAL-1 to PAL-4 tested geophysical and geochemical anomalies across a wide area between Puebla de la Reina and Palomas. Drillhole PAL-13 was also drilled to test a gravity anomaly in the vicinity of Las Herrrerias. Drillholes PAL-2 & 3 encountered notable mixed sulphide mineralization (Barranco 1991).

Outokumpu undertook three drill programs; the PROK series (Las Herrerías undercuts); the PROKE series (testing anomalies to the east and northeast of Las Herrerías) and the PROKO series (testing anomalies between Puebla de la Reina and Palomas). PROK-3 encountered notable mineralization at Las Herrerías. Most of the outlying drillholes failed to encounter significant mineralication (Quirós et al 2001).

Logs and assay information for drillholes P-9 to P-12 are not available. Assay and lithologic data from the OME drilling is available but no descriptive drill logs are available. It should be noted that, in all drill programs, samples were generally only taken where massive or semi massive sulfides were observed. Notable DDH assay intervals are presented in Table 7.

Drillholes were generally oriented southwestwards at an azimuth of 214-222° with dips of -60°. Drillholes PR-11, PROK-3 and PROKE-10 were drilled vertically. Drillhole PAL-03 on an outlying gossan, was drilled towards the northwest with an azimuth of 32°.

Drillhole locations are shown on Figures 3 and 4 of the Technical Report. Core from at least some of the aforementioned work is stored at a core library in Zafra, Extremadura, and is accessible with permission.

Table 3 Details of Historic Drilling

Operator	Year	Total Drilling	DDH	Location
		(m)
IGME	1984-	1349.45	PR-01 to PR-12	Las Herrerias
	1985
IGME	1985-	383.45	PR-E-1 to PR-E-2	East of Las Herrerias
	1987
MAYASA	1991	142.00	PAL-13	Las Herrerias
MAYASA	1991	521.60	PAL-1 to PAL-4	Outlying Targets
OME	1999	641.70	PROK-1 to PROK-4	Las Herrerias
OME	1999-	2977.95	PROKE-2,4,6,7;	Las Herrerias and to NE
	2000		PROKO-1,3,5
OME	1999-	1247.1	PROKE-8,10;	Outlying Targets
	2001		PROKO-9
Total IGME		1732.90	14 DDH
Total MAYASA		663.60	5 DDH
Total OME		4866.75	14 DDH
Total		7263.25	33 DDH

Table 4 List of Drillholes on the PBR Property

DDH	UTM E	UTM N		Azimuth °	Length m
PR-01	752696.90	4282813.00	-60	222	105.45
PR-02	752599.20	4282840.80	-60	222	81.45
PR-03	752694.90	4282874.70	-60	222	97.90
PR-04	752795.60	4282754.40	-60	222	93.90
PR-05	752576.00	4282809.20	-60	222	59.30
PR-06	752499.60	4282930.20	-60	222	102.80
PR-07	752424.10	4283020.40	-60	222	119.20
PR-08	752401.90	4282958.00	-60	222	136.85
PR-09	752550.00	4282810.00	-60	222	154.00
PR-10	752420.00	4282950.00	-60	222	149.85
PR-11	752420.00	4282950.00	-90	0	132.25
PR-12	752885.56	4282735.81	-60	222	116.50
PAL-13	752720.00	4282610.00	-60	222	142.00
PR-E-1	753970.00	4282790.00	-60	222	276.45
PR-E-2	754015.00	4282880.00	-60	222	107.00
PROK-1	752768.00	4282862.00	-57	224	173.55
PROK-2	752686.00	4282967.00	-59	225	220.70
PROK-3	752667.00	4282822.00	-90	0	50.30
PROK-4	751911.00	4283297.00	-60	209	197.15
PROKE-02	754335.00	4282764.00	-65	214.5	333.00
PROKE-04	753690.00	4283540.00	-66	217.5	510.05
PROKE-06	752442.00	4282853.00	-66	184.5	326.10
PROKE-07	753260.00	4282900.00	-80	214.5	549.30
PROKE-08	753650.00	4283753.00	-65	213	647.10
PROKE-10	753362.00	4283312.00	-90	0	250.00
PROKO-01	749957.00	4283613.00	-68	214.5	458.30
PROKO-03	750339.00	4284221.00	-80	214.5	437.40
PROKO-05	750456.00	4284989.00	-80	215.5	363.80
PROKO-09	750721.00	4284359.00	-80	215	350.00
PAL-01	751200.00	4284700.00	-60	216	150.40
PAL-02	749730.00	4285490.00	-45	221	150.05
PAL-03	750390.00	4283880.00	-60	32	110.30
PAL-04	750390.00	4283880.00	-60	216	110.85

Table 5 Notable Mineralized Drillhole Intervals

Note: The main mineralized horizon, while folded, is broadly sub-horizontal. The core thicknesses of the mineralized intervals are approximately 85-100% of the "true" thicknesses.

DDH	From		Length	Area	Cu %	Pb %	Zn %	Au g/t	Ag g/t
PAL-1	67.5	68.5	1.0	Palomas	0.01	0.04	0.19	N/A	N/A
PAL-2	38	44.5	6.5	Palomas	0.01	0.23	0.15	N/A	N/A
PAL-3	43	44	1.0	Palomas	0.01	0.03	0.1	N/A	N/A

PAL-3	61	62	1.0	Palomas	0	0.12	0.04	N/A	N/A
PAL-3	88.5	89	0.5	Palomas	0	0.39	0.45	N/A	N/A
PR-1	25	34	9.0	Las Herrerías	2.59	2.33	18.62	0.34	77
PR-2	32.5	38.5	6.0	Las Herrerías	3.25	0.43	18.17	0.28	26.17
PR-3	83	87	4.0	Las Herrerías	0.2	0.17	1.13	0	4
PR-4	23	26	3.0	Las Herrerías	0.3	0.28	1.44	0.02	8
PR-5	19	27	8.0	Las Herrerías	2.39	2.16	18.4	0.26	67.88
PR-6	58	67	9.0	Las Herrerías	1.39	1.96	11.23	0.29	57
PR-7	84	85	1.0	Las Herrerías	0.01	0.61	1.79	0.05	4.7
PR-7	101	102	1.0	Las Herrerías	0.27	0.06	0.87	0	2.9
PR-8	60	70	10.0	Las Herrerías	0.53	0.14	3.05	0.03	7.17
PROK-1	74.35	78.35	4.0	Las Herrerías	0.37	0.21	2.09	0.05	6.48
PROK-1	90.7	92.7	2.0	Las Herrerías	0.16	0.21	1.84	0.03	3.4
PROK-3	21.4	32.35	10.95	Las Herrerías	1.7	1.79	14.23	0.23	32.57
PROKE-4	408.8	409.8	1.0	NE of Las	0.01	0.3	0.66	0	5.9
				Herrerías
PROKE-7	242.15	242.3	0.15	E of Las	0.004	0.008	0.25	0	0
				Herrerías

6.6 Historic Petrology, Mineralogy and Thin Section Work

IGME completed petrologic and mineralogic studies on 42 samples from the current property: 18 from surface samples at Las Herrerías, 22 from early drilling at the same, and 2 surface samples from the Las Poyatas gossan (IGME1984d).

This work identified a bimodal mafic-felsic (basic-acid) volcanic sequence with a variety of tuffaceous and volcanoclastic protoliths, which are altered with quartz, carbonate, chlorite, sericite/muscovite in proximity to the massive sulphides. Quartzites, carbonates, shales and slates are interbedded with the volcanics. The Las Poyatas samples were very similar in lithology and alteration to the Las Herrerías samples.

Historical Resource Estimates

Information is presented below regarding a "Historical Estimate" for the "tonnages" and "grades" on the PBR property. This information is included for reference purposes only and should be considered historical in nature.

Merida does not treat this information as being equivalent in any way to a compliant Resource. Sufficient work has not been done by any Qualified Person to classify this historical" Underground Resource Estimate" as a current Resource Estimate as per CIM guidelines or National Instrument 43-101. This historical estimate is not equivalent to a compliant Resource and there is no guarantee that future work would allow a compliant Resource to be calculated for the Property.

Quirós et al (2001) reports that the IGME drilling delineates a body of 300,000 tonnes with a grade of 11% Zn, 1.6% Cu, 1.2% Pb and 32 g/t Ag. No further reference or calculations are given.

Conde et al (2001) gives a grade of 5.7% Cu, 3.6% Pb, 37.6% Zn and 262 g/t Ag for a mineralized lens with volume 9 x 150 x 100 m. Tornos et al (2003) gives an "evaluated size and grade" of 500,000 tonnes at the same grades as those reported in Quirós et al (2001), but references Conde et al (2001) for this information.

These calculations appear to represent a simple averaging of the drill intervals available at the time, applied to simple block models. They are in no way equivalent to a current Mineral Resource and should not be considered as such. However, the Authors believe that it is reasonably possible that a Mineral Resource of approximately this magnitude and grade could be delineated with a program of drillhole duplication and/or historic assay validation. The Authors stress that no such work has yet been completed by any Qualified Person.

Past Production

The Authors of the Report are unaware of any past production from the Property aside from possible ancient Roman activity.

Geology Setting

Regional Geology

The property lies within the Badajoz-Cordoba Shear Zone, a belt of fault-bound blocks consisting of late Proterozoic and early Paleozoic plutons and volcanic and sedimentary sequences, which were assembled between larger crustal fragments as part of the Variscan Orogeny, a Devonian mountain-building event. The crustal blocs to the north and south are known as the Central Iberian Zone and the Ossa Morena Zone, respectively. Variscan-age granitic plutons are intruded along the Badajoz-Cordoba Shear Zone in several locations. In places, the above units are obscured by sedimentary cover sequences of late Cenozoic age.

Local Geology

Much of the property is underlain by series of the "Puebla de la Reina Unit", a fault-bound tectonic domain. The centre of the "Puebla de la Reina unit" consists of a synform with a northwest-striking axis. This is an overturned anticline. The core of the synform consists of Neoproterozoic (Riphean-Vendian) low-grade metavolcanics and sediments; chiefly spilitized mafic volcanics, slates and quartzites. These can be divided into the Negra Series (Riphean) and the Malcocinado Series (Vendian). A portion of the Palominas granodiorite, of presumed Proterozoic age, lies in the centre of the synform in the north of the property. The outer part of the synform consists of Ordovician sediments including the Arenig series (quartzites and slates) and the Tremadoc series (arkose).

The whole synform is crenulated along a number of second-order fold axes which also strike northwesterly.

The southern margin of the property is underlain by Devonian-age shales, slates, quartzites and minor metavolcanics of the Central Iberian Zone. These are in faulted contact with the synform, and plunge northeasterly beneath it. A number of northwest-striking faults pass within the Devonian units, which bound lenses of Arenig sediments in places. A fault-controlled quartz vein system is noted on sheet 830 about 1,700 m to the south of Puebla de la Reina (Apalategui et al 1980). A small granite cupola lies within the Devonian sediments just beyond the western property boundary. Late, steep northeast-striking faults cause local offsets to the stratigraphy.

The northeast edge of the property is underlain by series of the "Valle Unit", a distinct tectonic domain. This consists of Arenig and Tremadoc aged sediments. On the property the Tremadoc series of the Valle unit also forms two small thrusted outliers on top of the Puebla de la Reina unit.

The Puebla de la Reina Unit and the Valle Unit both belong to the Obejo-Valsequillo-Puebla de la Reina Domain, one of the blocs which forms part of the Badajoz-Cordoba Shear Zone. These basement units are covered in places by Pliocene clays (e.g. north and southwest of Palomas); and Quaternary colluvium from seasonal gulleys (arroyos; e.g. near the southern property boundary).

Exploration

La Joya hired Geognosia SL and Idemina SL to plan and implement a horizontal loop, time-domain electromagnetic (DTEM) survey at the PBR property which was completed during October 28th to November 30th, 2019 (subsequent to the QP site visit). The total cost for this work was €86,088.45. This work was completed across two grids, one covering the Las Herrerías prospect and surrounding the village of Puebla de la Reina, and the other

covering the Las Poyatas gossan in the west of the property. Equipment employed included a Zonge GDP 32II receiver and a Garmin Oregon 700 GPS.

The grids had total lengths of 10.9 and 17.1 line km respectively (combined total 28 linekm), with line spacings of 309 and 304 m respectively. Grid lines were oriented at 33° to UTM North in order to cut orthogonally across stratigraphy. Data has been obtained in the field but has not yet been compiled and interpreted. Abouthalf of the Las Poyatas survey could not be completed due to a lack of landowner access permission. A series of pseudosections showing contoured resistivity were produced. As of the date of this Report, no interpretation work has been completed on the data acquired.

The Las Herrerías prospect consists of a lens or lenses of banded massive sulphides which are stratigraphically bound either within felsic volcanic units or along a mafic/felsic contact. Sphalerite, chalcopyrite and galena are found in the lenses, in that order of commonality. Pyrite and pyrrhotite are also present. The original surface occurrences are presently flooded.

The main Las Herrerías mineralized horizon strikes 140°, and dips northeastward away from the surface showings. In drilling its maximum core-width thickness is 10.95 m; this is about 85-100% of the true width. The horizon is crenulated along NW-striking fold axes and has a dip varying from 0 to approximately 60°NE, with very localised southwesterly dips (IGME1984a; 1985; based on IGME sections).

Gossanized zones are found in the wider vicinity around the Las Herrerías prospect, as well as at Las Poyatas in the west of the property. In both locations, discontinuous lenses of chert and mixed iron oxides and sulphides are found within felsic units. Arsenopyrite is noted in core from these zones near Palomas (Barranco 1991). Elevated Cu, Zn and Pb values are seen in drill core from some of these outlying gossans (see Table 7; DDH intervals). The known Las Herrerías zones and the known outlying gossans all appear to be folded repeats of a single mineralized horizon (Quirós et al 2001).

Deposit Types

The PBR property lies in a Variscan orogenic belt which is highly prospective for Volcanogenic Massive Sulphide (VMS) deposits. The Iberian Pyrite Belt, to the south of the property, is a world-class district for this type of deposit. VMS deposits consist of lenses of massive and/or semi massive sulphides, typically including pyrite, pyrrhotite, sphalerite, galena and chalcopyrite. The sulphides often contain appreciable precious metals, notably silver. These lenses are typically hosted by volcanic or volcanic sedimentary sequences and are predominantly controlled by stratigraphy. Surrounding these lenses are zones of hydrothermal alteration which often include "stringer zones"of sulphide-rich veins. Alteration often includes minerals such as sericite and chlorite.

These stringer zones are generally believed to be the conduit for metal-bearing hydrothermal fluids, which cycle from deeper intrusions through the crust in back-arcspreading centres, and emplace mineralization at or close to the seafloor. Examples of large VMS deposits from the Iberian Pyrite Belt include Aguas Teñidas, Aljustrel, Aznalcóllar, Nerves Corvo and Rio Tinto (Leistel et al 1997).More local examples of VMS, from outside the Iberian Pyrite Belt include the ancient Tinoca/Azeiteiros mine (Campo Maior, Portugal) and the Nava Paredón deposit (Córdoba, Andalusía) (Tornos et al 2003).

The region also hosts Sedimentary Exhalative (SEDEX) deposits, a related deposit type believed to form when metal-bearing hydrothermal fluids circulate in faulted continental crust, and are vented into the ocean. Significant local examples include the Fuenteheridos deposit and the historic Maria Luisa mine (both near Aracena,Andalusía).

A number of other deposit types, notably a variety of vein-hosted polymetallic deposits,are known in the area (Tornos et al 2003), for which the PBR property may be prospective.

Drilling

Since acquiring the Project, Merida has not conducted any drilling on the Project.

Sampling, Analysis and Security of Samples

Samples from the October 2018 field visit were selected in the field by Brian H. Newton P. Geo and removed from outcrop using hammers. The samples were transported to Canada by Mr. Newton before being delivered by Manitoulin Transport to ALS Geochemistry in Sudbury, Ontario for Au "ICP21" fire assay and "MEMS61"ICP-MS multi element assay with four-acid digestion.

Quality Assurance and Quality Control

No blanks, duplicates, or standards were inserted into the sample stream for the recent surface sampling program. The Technical Report’s author relied on the internal procedures of ALS Geochemistry (ALS). ALS assayed one Blank sample as well as two Standards (MRGeo08 and OREAS 905) alongside the field samples. One of the field samples was also duplicated.

Results from this QA/QC program were all within acceptable limits except for Au-ICP21 values for the Duplicate. Given the acceptability of the Blank and Standard results, this implies that either the crushing and pulverizing was insufficiently thorough, or that there is a small coarse gold component to the mineralization in the sampled material.

Data Verification

The Technical Report’s author was on the property for most of the recent soil sampling program. During this time, the Author reviewed data management, geological interpretations and the approach and procedures implemented for a quality assurance program designed to ensure the reliability and trustworthiness of exploration data acquired

Exploration and Development

A horizontal loop, time-domain electromagnetic (DTEM) survey was completed by Geognosia SL at the PBR property on October 28[th] to November 30[th] , 2019. This work was completed across two grids, one covering the Las Herrerías prospect and surrounding the village of Puebla de la Reina, and the other covering the Las Poyatas gossan in the west of the property. Equipment employed included a Zonge GDP 32II receiver and a Garmin Oregon 700 GPS.

Data has been obtained in the field but has not yet been compiled and interpreted, however, a series of pseudosections showing contoured resistivity were produced.

PROPOSED EXPLORATION BUDGET

Field Mapping	€ 20,000
TDEM Interpretation	€ 50,000
GravimetricSurvey	€ 20,000
Structural Interpretation	€ 50,000
Total	€ 140,000

The Authors recommend that the existing geophysical data be processed and interpreted and, in addition to this it is recommended that a gravimetric survey also be carried out of both the Herrerías and the Las Poyatas gossan area as

detailed below. A limited field mapping program can also be implemented to improve surface geologic data coverage across the property as a whole. Further, it is recommended that a detailed structural interpretation be commissioned using the results of the geophysical surveys and existing geological information.

Field Mapping

Geophysical Processing and Interpretation

Gravimetric Survey and Structural Interpretation

Trends

There are no discernible trends at site.

Description of Securities

Merida is authorized to issue an unlimited number of Merida Common Shares and unlimited number of preferred shares issuable in series. The holders of Merida Common Shares are entitled to: (i) receive notice of and to vote at every meeting of shareholders of Merida and shall have one vote thereat for each such Merida Common Shares so held; (ii) receive such dividend as the directors may from time to time, by resolution, declare on the Merida Common Shares, subject to the rights, privileges, restrictions and conditions attached to the preferred shares of Merida; and (iii) subject to the rights, privileges, restrictions and conditions attached to the preferred shares of Merida, in the event of liquidation, dissolution or winding up of Merida or upon any distribution of the assets of Merida (other than by way of dividend out of monies properly applicable to the payment of dividends) to share pro rata.

Stock Option Plan

Merida has adopted an incentive stock option plan in accordance with the policies of the Exchange which provides that the Board of Merida may from time to time, in its discretion, grant to directors, officers, employees and consultants of Merida non-transferable options to purchase Merida Common Shares. The number of Merida Common Shares reserved for issuance under the Merida Option Plan shall not exceed ten percent (10%) of the issued and outstanding Merida Common Shares from at the time of the grant. Such options shall be exercisable for a period of up to ten (10) years. In addition, the number of Merida Common Shares reserved for issuance to Insiders must not exceed five percent (10%) of the issued and outstanding Merida Common Shares, the number of Merida Common Shares reserved for issuance to any one Person shall not exceed five percent (5%) of the issued and outstanding Merida Common Shares and the number of Merida Common Shares reserved for issuance to consultants or employees conducting Investor Relations Activities (as such term is defined by the Exchange) will not exceed 2% of the issued and outstanding Merida Common Shares in any twelve (12) month period. Unless disinterested shareholder approval is obtained, the maximum number of Merida Common Shares reserved for issuance pursuant to all options granted or issued in any 12 month period to Insiders shall not exceed ten percent (10%) of the issued and outstanding Merida Common Shares, calculated as at the date any option is granted or issued to any Insider.

The Board determines the price per Merida Common Shares and the number of Merida Common Shares which may be allotted to each director, officer, employee and consultant and all other terms and conditions of the option, subject to the rules of the Exchange. If the holder ceases to be a director, officer, employee or consultant of Merida, such holder's options must also be exercised within the limitations of the Exchange requirements. The price per Merida Common Share set by the Board shall not be less than the last closing price of the Merida Common Shares on the Exchange prior to the date on which such option is granted, less the applicable discount permitted (if any) by the Exchange. If prior to the exercise of an option, the holder ceases to be a director, officer, employee or consultant of Merida, or its subsidiary, the option of the holder shall be limited to the number of shares purchasable by him/her immediately prior to the time of his/her cessation of office or employment and he/she will have no right to purchase any other shares.

As of the date of this Filing Statement, Merida has granted 3,150,000 Merida Stock Options to its directors and officers to purchase an aggregate of 3,150,000 Merida Common Shares pursuant to the Merida Option Plan.

Consolidated Capitalization

The following table outlines the capitalization of Merida as at the date of the Filing Statement.


			Amount outstanding
		Amount outstanding
Designation of	Amount authorized		immediately prior to
		as of September 30,
Security	or to be authorized		giving effect to the
		2021
			Transaction


Merida Common Shares	Unlimited	44,676,825	51,010,159
Merida Preferred Shares	Unlimited	Nil	nil
Merida Stock Options(1)	Unlimited	3,150,000	3,150,000
Merida Warrants(2)	Unlimited	1,589,925	1,589,925
Merida Unit Warrants(3)	Unlimited	0	3,166,665
Merida Broker Warrants(4)	Unlimited	0	326,920

Notes:

The number of authorized but unissued Merida Common Shares that may be issued upon exercise of Merida Stock Options granted under the Merida Option Plan at any time may not exceed 10% of the issued and outstanding Merida Common Shares from time to time.
Each Merida Warrant entitles the holder thereof to acquire one (1) Merida Common Share for a period of 24 months from the date of issuance at an exercise price of $0.25 per Merida Common Share.
Each Merida Unit Warrant entitles the holder thereof to acquire one (1) Merida Common Share for a period of 24 months from the date of issuance at an exercise price of $0.30 per Merida Common Share. The Merida Unit Warrants were issued on January 31, 2022 pursuant to the Merida Private Placement.
Each Merida Broker Warrant entitles the holder thereof to acquire one (1) Merida Common Share for a period of 24 months from the date of issuance at an exercise price of $0.30 per Merida Common Share. The Merida Broker Warrants were issued on January 31, 2022 pursuant to the Merida Private Placement.

Prior Sales

During the 12-month period before the date of this Filing Statement, Merida has issued the following Merida Common Shares:

Date of Issue	Price per Merida Common Share	Number of Merida Common Shares1,2,6
June 5,2020	0.02	1,806,250

July30,2020	0.10	3,179,850
October 27, 2020	0.10(3)	10,288,645
October 27,2020	0.10(4)	1,307,080
October 27,2020	0.10(5)	3,800,000
January31,2022	0.15	6,333,334

Notes:

On May 7, 2019, an aggregate of 11,970,000 Merida Common Shares were issued at a price of $0.005 per Merida Share. On July 2, 2020, Merida entered into amending agreements with various subscribers from the initial private placement to amend an aggregate of 1,200,000 Merida Common Shares from a price of $0.005 to $0.05.
On August 28, 2019, October 10, 2019, November 15, 2019 and June 5, 2020, Merida issued an aggregate of 6,331,250 Merida Common Shares at a price of $0.02 per Merida Common Share. On October 1, 2020, Merida entered into amending agreements with various subscribers from the private placement round to amend an aggregate of 6,331,250 Merida Common Shares from a price of $0.02 to $0.05.
An aggregate of $1,028,864.50 in outstanding debt was converted into Merida Common Shares at a price of $0.10 per Merida Common Share for a total of 10,288,645 Merida Common Shares.
On October 27, 2020, Merida authorized the issue of $130,708 convertible subordinate debentures and bearing interest up to 10% per annum. Debentures were convertible at the option of the holder at any time prior to October 27, 2021 into common shares of Merida at a conversion price of $0.10 per share. The debentures were settled with the issuance of 1,307,080 common shares. Additionally, Merida had various payables to vendors and staff, dating between 2018 to October 2020, all of which agreed to take shares in lieu of cash.
An aggregate of 3,800,000 Merida Common Shares were issued to the vendor of the Property as partial property payment in lieu of a cash (2,300,000), and 1,500,000 to a consultant to help facilitate the acquisition, issued at a price of $0.10 per Merida Common Share.
On July 2, 2020, 21,380,000 common shares were cancelled (that had been issued in 2019).

During the 12-month period before the date of this Filing Statement, Merida has issued the following securities convertible into Merida Common Shares:

Date of Issue	Type of Security	Exercise Price per Merida Common Share	Number of Merida Common Shares Issuable Upon Exercise
January31,2022	Merida Unit Warrants	0.30	3,166,667
January31,2022	Merida Broker Warrants	0.30	326,920

Selected Consolidated Financial Information And Management's Discussion And Analysis

Annual Information

The following table presents selected financial information for Merida for the periods indicated. This table should be read in conjunction with the audited financial statements of Merida for the financial year ended June 30, 2021, and June 30, 2020 and the notes thereto set forth in Appendix E to this Filing Statement, and " Information Concerning Merida – Management's Discussion and Analysis ". This table contains financial information derived from financial statements that have been prepared in accordance with IFRS.

	Financial year ended June 30, 2021	Financial year ended June 30, 2020
Total Expenses	$1,075,003	$1,035,220
Other Items	$230,000	$-
Loss	$1,305,003	$1,035,220
Comprehensive loss	$1,328,049	$1,026,209
Total assets	$167,412	$32,147
Total current liabilities	$409,118	$843,706
Total equity (deficiency)	$ (286,794)	$ (835,559)

Interim Information

The following table presents selected financial information for Merida for the periods indicated. This table should be read in conjunction with the unaudited financial statements of Merida for the three month period ended September

30, 2021 and the notes thereto set forth in Appendix G to this Filing Statement and " Information Concerning Merida – Management's Discussion and Analysis ". This table contains financial information derived from financial statements that have been prepared in accordance with IFRS.

	Three months ended September 30, 2021
Total Expenses	$47,307
Other Income	$-
Net Loss	$ (47,307)
Comprehensive loss	$ (46,520)
Total assets	$235,694
Total current liabilities	$522,208
Total equity	$ (333,315)

Management's Discussion and Analysis

Management's discussion and analysis of the financial condition and results of operations of Merida for the year ended June 30, 2021 and 2020 and the three and three month period ended September 30, 2021, is attached to this Filing Statement as Appendix F and Appendix H respectively. This management's discussion and analysis should be read in conjunction with the financial statements of Merida and the accompanying notes thereto attached to this Filing Statement as Appendix E and Appendix G.

Certain information included in such management's discussion and analysis is forward-looking and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary significantly from those expected. See " Note Concerning Forward Looking Statements " above.

Stock Exchange Price

The Merida Common Shares, or any other Merida Securities, are not listed for trading on any stock exchange or market.

Executive Compensation

Named Executive Officers

The objective of this disclosure is to communicate the compensation that Merida has paid, makes payable, awards, grants, gives or otherwise provides to each NEO (as hereinafter defined), for the year ended June 30, 2021. A named executive officer (a " NEO " or " Named Executive Officer ") means Merida 's chief executive officer (the " CEO ") and the chief financial officer (the " CFO "), if any, in addition to each of Merida 's three (3) most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers as at the end of the most recently completed financial year ended June 30, 2021, whose total compensation was, individually, more than $150,000 or who would have qualified as a Named Executive Officer but for the fact that the individual was not serving as such an officer at the end of the most recently completed financial year ended June 30, 2021. For the fiscal year ended June 30, 2021, Merida had two (2) Named Executive Officers, namely Norman Brewster (Chief Executive Officer) and Kyle Appleby (Chief Financial Officer).

Compensation Discussion & Analysis

The key elements of Merida's executive compensation program currently consist of a base salary component (established based on the scope of responsibilities, competencies and prior relevant experience, taking into account compensation paid in the market for similar positions), a monetary incentive plan or bonus component (established based upon milestones or objectives), and a Merida Stock Option component. Each element of compensation is described in more detail below. It is expected that the Resulting Issuer will maintain the Stock Option Plan following the Completion of the Transaction.

While Merida has not presently adopted any other equity based incentive plans, it may do so in the future, subject to all necessary shareholder and regulatory approvals. Merida does not offer any pension program.

Summary Compensation

The following table sets forth all annual and long term compensation for services in all capacities to Merida for the year ended June 30, 2021, in respect of each Named Executive Officer of Merida and including any individual who would have qualified as an executive officer but for the fact that the individual was not serving as such an officer at the end of the most recently completed financial period (all amounts in CAD$):

					Non-equity incentive	Non-equity incentive
					plan compensation
					~~($)~~
			Share-	Option-		Long-			Total
Name and			based	based	Annual	term	Pension	All other	compensat
principal		Salary	awards	awards	incentive	incentive	value	compensatio	ion
position	Period	($)	($)	($)	plans	plans	($)	n ($)	($)
Norman Brewster, Chief Executive	2020 2019	141,250(1) 32,516	Nil Nil	Nil 4,250(3)	Nil Nil	Nil Nil	Nil Nil	Nil Nil	141,250 36,766
Kyle Appleby, Chief Financial Officer	2020 2019	40,680(2) Nil	Nil Nil	Nil 3,000(3)	Nil Nil	Nil Nil	Nil Nil	Nil Nil	40,680 3,000

Notes:

Mr. Brewster was appointed the Chief Executive Officer of the Corporation on January 1, 2019. The salary of Norman Brewster in 20192020 (up to October 31, 2020) was satisfied through the issuance of 1,725,000 Merida Common Shares, at a price of $0.10 per Merida Common Share.
Mr. Appleby was appointed the Chief Financial Officer of the Corporation on March 31, 2019. The salary of Kyle Appleby in 2019 – 2020 (up to October 31, 2020) was satisfied through the issuance of 450,000 common shares of Merida, at a price of $0.10 per Merida Common Share.
The fair value of the options was estimated on the date of the grant using the Black Scholes option pricing model with the following assumptions: expected volatility of 200%; expected dividend yield of 0%; risk-free interest rate of 1.80%; and expected life of 5 years.

Incentive Plan Awards

Outstanding Share-Based and Option-Based Awards

The following table sets out information concerning all share-based awards and option-based awards, granted by Merida to the NEOs of Merida, outstanding as at June 30, 2021 (all amounts in CAD$).


		Option-based Awards			Share-based Awards
						Market or	Market or
						payout value	payout value
				Value of	Number of
						of share-	of vested
	Number of			unexercise	shares or
						based	share-based
	securities	Option		d in-the-	units of
						awards that	awards not
Name and	underlying	exercise	Option	money	shares that
						have not	paid out or
principal	unexercised	price	expiration	options	have not
						vested	distributed
position	options	($)	date	($)	vested
						($)	($)


		Option-based Awards			Share-based Awards
						Market or	Market or
						payout value	payout value
				Value of	Number of
						of share-	of vested
	Number of			unexercise	shares or
						based	share-based
	securities	Option		d in-the-	units of
						awards that	awards not
Name and	underlying	exercise	Option	money	shares that
						have not	paid out or
principal	unexercised	price	expiration	options	have not
						vested	distributed
position	options	($)	date	($)	vested
						($)	($)
Norman Brewster, Chief Executive Officer	400,000	0.10	January 31, 2024	Nil	Nil	Nil	Nil
Kyle Appleby, Chief Financial Officer	600,000	0.10	March 30, 2024	Nil	Nil	Nil	Nil

Director Compensation

Each Director, except Norman Brewster, the Chief Executive Officer and Director, has received 400,000 Options at an exercise price of $0.10 for a period of 24 months from the date of issuance. There are no additional fees to be paid to Directors at this time (in their capacity as a director).

Termination and Change of Control Benefits

The employment agreements entered into between Merida and the NEOs of Merida do not include any provision for termination payments or payments that will be triggered by closing of the Transaction.

Management Contracts

Management functions of Merida are performed by the directors and executive officers of Merida. Merida currently has management contracts in place with the Chief Executive Officer and the Chief Financial Officer of Merida.

Under the terms of his management contract, the Chief Executive Officer will devote the time necessary to the business and affairs of Merida, and will perform such duties and exercise such powers, as are usually performed by the Chief Executive Officer of a corporation carrying on business similar to Merida, including supervising Merida’s day-to-day business and affairs.

Under the terms of his management contract, the Chief Financial Officer will devote as much time to the business and affairs of Merida as necessary, and will perform such duties and exercise such powers, as are usually performed by the Chief Financial Officer of a corporation carrying on business similar to Merida, including without limiting, performing all accounting and audit related work for Merida, preparing and filing financial statements, coordinating with auditors, as and when necessary. Merida specifically acknowledges that the Chief Financial Officer has and shall continue to have other business interests and that his performance of his service to Merida will not be hindered by those other business interest. Merida consents to such activities, so long as such activities do not create a conflict of interest with the Chief Financial Officer’s obligations to Merida or interfere the performance of the services to Merida.

Non-Arm's Length Party Transactions

No partner or shareholder of Merida, nor any Associates and Affiliates thereof, have not had any direct or indirect material interest in any transaction or proposed transaction since its date of formation to the date of this Filing Statement that has materially affected or will materially affect Merida or the Resulting Issuer.

Legal Proceedings

There are no legal proceedings material to Merida to which Merida or a subsidiary of Merida is a party or of which any of their respective property is the subject matter. Additionally, to the reasonable knowledge of the management of Merida, there are no such proceedings contemplated.

Auditor, Transfer Agent And Registrar

Merida's current auditors are Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants. Merida's current transfer agent and registrar is Merida.

Material Contracts

Other than the Amalgamation Agreement, the Share Purchase Agreement, the JV Agreement and the Asset Purchase Agreement, Merida has not entered into any material contracts within the two years before the date of this Filing Statement.

For a description of the Amalgamation Agreement, please see the discussion under the heading “The Proposed Transaction - Share Exchange Agreement”. For a description of the Share Purchase Agreement, JV Agreement and Asset Purchase Agreement, please see the discussion under the heading “Information Concerning Merida - Significant Acquisitions”.

Copies of these contracts may be inspected without charge during regular business hours at 15 Toronto Street, Suite 602, Toronto, Ontario, M5C2E3,until the closing of the Transaction and for a period of 30 days thereafter.

THE PROPOSED TRANSACTION

Amalgamation Agreement

On December 9th, 2020, Winston, Merida and 2797200 Ontario Inc., entered into the Amalgamation Agreement providing for the Transaction. Pursuant to the Transaction, Merida will amalgamate with 2797200 Ontario Inc. to form Amalco, which will become a wholly owned subsidiary of Winston. In connection with the completion of the Amalgamation, each holder of Merida Common Shares shall exchange their Merida Common Shares for Resulting Issuer Common Shares on the basis of one (1) fully paid and non-assessable Resulting Issuer Common Share for every one Merida Common Share held. Completion of the Transaction is subject to satisfaction of a number of conditions precedent, including, but not limited to, receipt of the approval of the Exchange. The Amalgamation Agreement may be terminated: (i) by mutual agreement in writing by the parties; (ii) in the event that the Qualifying Transaction Date has not occurred by February 26, 2021, unless the failure to complete the Transaction by such date is the result, directly or indirectly, of a breach of the Amalgamation Agreement by the party seeking to terminate the Amalgamation Agreement; or (iii) if any of the parties fail to meet any conditions precedent as set forth in the Amalgamation Agreement at any time prior to the Qualifying Transaction Date.

The transaction valuation in connection with the Transaction was determined pursuant to arm’s length negotiations between Winston and Merida. The Transaction will constitute the Corporation’s “Qualifying Transaction” pursuant to Exchange Policy 2.4 and pursuant to the terms of the Amalgamation Agreement, all of the outstanding Merida Common Shares will be exchange for Resulting Issuer Common Shares. The Transaction is not subject to securityholder approval.

Copies of the Amalgamation Agreement have been filed on SEDAR at www.sedar.com. The summaries of the Amalgamation Agreement contained in this Filing Statement are qualified in its entirety by reference to the full version of the Amalgamation Agreement.

Merida Private Placement

On January 31, 2022, Merida completed the Merida Private Placement. The Merida Private Placement consisted of the sale of 6,333,334 Merida Units at a price of $0.15 per Merida Unit for gross proceeds of $950,000.10. Each Merida Unit consisted of one (1) Merida Common Share and one half of one (1/2) Merida Common Share purchase warrant (" Merida Unit Warrant "). Each whole Merida Unit Warrant is exercisable at a price of $0.30 per Merida Common Share for a period of twenty-four (24) months from the closing of the Merida Private Placement. After giving effect to the Amalgamation Agreement and Merida Private Placement, all Merida Common Shares shall be referred to herein as "Resulting Issuer Common Shares".

In connection with the Merida Private Placement, Merida, paid a cash commission of $24,519, being 4% of the gross proceeds from the brokered sale of the Merida Units and 326,920 broker warrants (" Merida Broker Warrants "), being 8% of the number of Merida Units sold on a brokered basis pursuant to the Merida Private Placement. Each Merida Broker Warrant entitles the holder to one (1) Merida Common Share and is exercisable at a price of $0.30 per Merida Common Share for a period of 24 months from the date of issuance, subject to the requirements of the Exchange.

Conditional Acceptance of the Exchange

Winston has received conditional acceptance of the Exchange for the completion of the Transaction. Final acceptance of the Exchange is subject to Winston fulfilling all of the requirements for final acceptance of the Exchange. There can be no assurance that Winston will be able to satisfy the requirements of the Exchange.

INFORMATION CONCERNING THE RESULTING ISSUER

The following information is presented on a post-Transaction basis and is reflective of the projected business, financial and share capital position of the Resulting Issuer. This section only includes information respecting the Resulting Issuer that is materially different from information provided earlier in this Filing Statement. Following the completion of the Transaction, the Resulting Issuer will carry on the business of Merida. Please see the discussion under the various headings in the sections entitled "Information Concerning Winston" and "Information Concerning Merida" for additional information regarding Winston and Merida respectively. See also the Pro Forma Financial Statements of the Resulting Issuer attached hereto as Appendix I.

Name and Incorporation

In this Filing Statement, Winston, after it has completed the Transaction, will sometimes be referred to as the "Resulting Issuer".

In conjunction with the completion of the Transaction, the Corporation will continue into the Province of Ontario and will change its name to "Merida Minerals Inc." or such other name as may be acceptable to applicable regulatory authorities and approved by the board of directors of the Resulting Issuer.

It is expected that the registered office of the Resulting Issuer will be relocated following the Completion of the Transaction to:15 Toronto Street, Suite 602, Toronto, Ontario, M5C2E3.

Intercorporate Relationships

After giving effect to the Transaction, Merida and La Joya will become wholly owned subsidiaries of the Resulting Issuer. The following chart illustrates the anticipated organizational structure of the Resulting Issuer after giving effect to the Amalgamation

==> picture [186 x 188] intentionally omitted <==

----- Start of picture text -----

Resulting Issuer
100% Wholly Owned Subsidiary
Merida Minerals Inc.
(Ontario)
100% Wholly Owned Subsidiary
La Joya Minerals S.L.U.
(Spain)
----- End of picture text -----

Narrative Description of the Business

Following completion of the Transaction, the business of the Resulting Issuer will be the business of Merida. For a description of the business of Merida, refer to the discussion under the headings in the section entitled " Information Concerning Merida – General Development of the Business ".

Stated Business Objectives & Milestones

The business objectives that the Resulting Issuer expects to accomplish using the available funds described below under the heading " Available Funds and Principal Purposes " include the following:

To explore mineral exploration claims in Spain; and
maintain the Resulting Issuer's claims in good standing, including making all tax and fee payments required by law.

Proposed Exploration and Development at the Project

The Authors recommend the data from the recent geophysical survey be interpreted in detail in the form of a threedimensional inversion, alongside all historically available geophysical and geologic data. Interpretation of this survey data would provide another means to trace the mineralized horizon and identify key lithologic, structural and mineralized features across the property.

The Authors also recommend a gravimetric survey, to generously cover the Herrerías prospect as well as the Las Poyatas gossan area. Total survey length is to be approximately 55 km (35 km at Herrerias, 19.8 km at Poyatas), with 200 m linespacing. It is recommended that a detailed interpretation of the structural geology of the Property is undertaken in order to identify the structural controls on mineralization, this should include a field mapping component and will be useful in order to refine exploration targets going forward.

The Resulting Issuer will explore the PBR asset and conduct mineral exploration works at site.

Description of Securities

Resulting Issuer Common Shares

The share structure of the Resulting Issuer will be the same as the share structure of Winston and the rights associated with each Resulting Issuer Share will be the same as the rights associated with each Winston Common Share. Please see the discussion under the heading " Information Concerning Winston- Description of Securities ".

Following completion of the Transaction, it is anticipated that that the Resulting Issuer will have 58,510,159 Resulting Issuer Common Shares outstanding, of which 51,010,159 Resulting Issuer Common Shares, representing approximately 76% of the then outstanding Resulting Issuer Common Shares, will be held by the former Merida Shareholders, 7,500,000 Resulting Issuer Common Shares, representing approximately 13% of the then outstanding Resulting Issuer Common Shares, will be held by the current Winston Shareholders and 6,333,334 Resulting Issuer Common Shares will be held by investors in the Merida Private Placement, representing approximately 11% of the then outstanding Resulting Issuer Common Shares.

Options

Following completion of the Transaction, a total of approximately 750,000 Resulting Issuer Common Shares will be reserved for issuance upon the exercise of the Winston Stock Options granted under the Winston Option Plan. Additionally, a total of approximately 3,150,000 Resulting Issuer Common Shares will be reserved for issuance upon the exercise of the Merida Stock Options granted under the Merida Option Plan.

Pro Forma Consolidated Capitalization

The following table outlines the expected pro forma share capital of the Resulting Issuer, on a consolidated basis, after giving effect to the Transaction, based on the pro forma consolidated balance sheet attached to this Filing Statement as Appendix I.

Designation of Security	Amount Authorized	Amount outstanding after giving effect to the Transaction (1)(2)(3)	Amount Outstanding after giving effect to the Merida Private Placement
Resulting Issuer Common Shares	Unlimited	52,176,825	58,510,159

Notes:

After giving effect to the Transaction it is anticipated that 750,000 Resulting Issuer Common Shares will be reserved for issuance upon the exercise of the Winston Stock Options, exercisable at a price of $0.10 per Resulting Issuer Common Share until February 28, 2029, subject to earlier termination in accordance with the terms of the Winston Option Plan. Pursuant to Exchange Policy 2.4, certain securities of the Resulting Issuer will be subject to escrow requirements as set out below under the heading " Information Concerning the Resulting Issuer – Escrowed Securities ".
After giving effect to the Transaction, it is anticipated that 3,150,000 Resulting Issuer Common Shares will be reserved for issuance upon the exercise of the Merida Stock Options, exercisable at a price of $0.10 per Resulting Issuer Common Share, of which 850,000 expires January 31, 2024; 600,000 expires on March 31, 2024; and 2,500,000 expires on June 30, 2024. Pursuant to Exchange Policy 2.4, certain securities of the Resulting Issuer will be subject to escrow requirements as set out below under the heading " Information Concerning the Resulting Issuer – Escrowed Securities ".
The pro forma shareholders' equity of the Resulting Issuer was $766,981 as of September 30, 2021.

Fully Diluted Share Capital

The following table outlines the expected number and percentage of Resulting Issuer Common Shares to be outstanding on a fully diluted basis after giving effect to the Transaction:

Description of Issue	Number of Resulting Issuer Common Shares After Giving Effect to the Transaction	Percentage of Total
OutstandingWinston Common Sharesprior to the Transaction	7,500,000	11.1%
Issuedpursuant to the Amalgamation Agreement	44,676,825	66.2%
Issuedpursuant to the Merida Private Placement	6,333,334	9.4%
Issuable on the exercise of Winston Stock Options	750,000	1.1%
Issuable on the exercise of the Merida Options	3,150,000	4.7%
Issuable on the exercise of Merida Warrants	1,589,925	2.4%
Issuable on the exercise of Merida Unit Warrants	3,166,665	4.7%
Issuable on the exercise of the Merida Broker Warrants	326,920	0.5%
Fully diluted share capital	67,493,669	100%

Available Funds and Principal Purposes

Available Funds:	Estimated Amount($)
Estimated Consolidated WorkingCapital(as at December 31,2021)	$57,647
Net Proceeds from the Merida Private Placement,net of 4% commission(1)	$925,481
Total Available Funds	$983,128
Anticipated Uses of Funds:
Legal and Other Transaction Costs(2)	$120,000
Estimated General & Administrative Expenses for 12 Months(3)	$383,319
Property payment(EUR75kplus VAT)	$108,000
Exploration (4)	$201,600
Unallocated WorkingCapital	$170,209
Total Uses	$983,128

Notes:

Merida raised proceeds of $950,000 from the Merida Private Placement through its own network. Pursuant to the terms of the Private Placement, Merida paid a cash commission of 4% of the gross proceeds from the sale of Merida Common Shares, being $24,519. See " Proposed Transaction – Merida Private Placement ".

Total estimated cost of $120,000, including legal costs, auditor fees and applicable filing and listing fees.
"Estimated General & Administrative Expenses for 12 Months" includes, among other things, management compensation, property taxes, office rent, audit fees, legal fees, transfer agent and registrar fees, annual Exchange fees and other typical administrative costs.
Exploration costs include all costs related to the operating activities of the Resulting Issuer and are broken down as follows (converted to Canadian dollars using a conversion rate of 1.44 Canadian dollars per Euro, being the average Bank of Canada exchange rate for the three months ended January 31, 2022):

Field Mapping	€ 20,000
TDEM Interpretation	€ 50,000
Gravimetric Survey	€ 20,000
Structural Interpretation	€ 50,000
Total	€ 140,000

The above uses of available funds should be considered estimates only. Please see the discussion under " ForwardLooking Information ".

Dividends

There will be no restrictions in the Resulting Issuer's articles or elsewhere which would prevent the Resulting Issuer from paying dividends subsequent to the completion of the Transaction. It is not currently contemplated that any dividends will be paid on the Resulting Issuer Common Shares in the immediate future following completion of the Transaction, as it is anticipated that all available funds will be invested to finance the growth of the Resulting Issuer's business. The directors of the Resulting Issuer will determine if, as and when dividends will be declared and paid in the future from funds properly applicable to the payment of dividends based on the Resulting Issuer's financial position at the relevant time. All of the Resulting Issuer Common Shares are entitled to an equal share in any dividends declared and paid. Please see the discussion under " Forward-Looking Information ".

Principal Securityholders

The following table sets out each securityholder anticipated to own of record or beneficially, directly or indirectly, or exercise control or direction over more than 10% of the Resulting Issuer Common Shares after giving effect to the Transaction:

Name and Municipality of	Number of Resulting Issuer Common	Percentage of Resulting Issuer
Residence	Shares owned after giving effect to the	Common Shares owned after giving
	Transaction	effect to the Transaction
Norman Brewster	5,745,167	10.1%
Norwood, Ontario

Directors, Officers and Promoters

Directors and Officers of the Resulting Issuer

Concurrent with the completion of the Transaction, the following individuals will be appointed officers and/or directors of the Resulting Issuer as follows:

Officers Norman Brewster -Chief Executive Officer and President Kyle Appleby–Chief Financial Officer Rahim Allani -Secretary	Directors Norman Brewster Rahim Allani Miguel Cabal

Modesto Eduardo Olarte Soto

Name, Address, Occupation and Security Holdings

The following table sets forth certain information regarding the proposed directors and officers of the Resulting Issuer, including their municipality of residence, the position(s) and office(s) to be held with the Resulting Issuer, their principal occupation within the five preceding years, the period during which each proposed director has served as a director of Merida and the approximate number and percentage of Resulting Issuer Common Shares proposed to be beneficially owned, directly or indirectly, or over which control or direction is proposed to be exercised by each of them, upon completion of the Transaction:

Name and Municipality of Residence	Position or Office	Principal Occupation During Five Preceding Years	Date Became Director of Winston or Merida	Number of Resulting Issuer Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly	Percentage of Resulting Issuer Common Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly
Norman Brewster Norwood, Ontario	Chief Executive Officer, President and Director	CEO of Cadillac Ventures Inc., a TSXV mining issuer	June 30, 2019	5,754,167(1)	9.3%
Rahim Allani(2) Toronto, Ontario	Director and Secretary	Managing Director of OCI Inc., in Canada, an international corporate advisoryfirm	August 8, 2018	3,834,163(3)	6.1%
Miguel Cabal(2) Seville, Spain	Director	Geologist in Spain at Geomatec	June 30, 2019	908,645	1.5%
Modesto Eduardo Olarte Soto(2) Val Verde, Spain	Director	Corporate Lawyer in Spain at Leon Olarte Abogados	June 30, 2019	2,960,000	4.8%
Kyle Appleby Toronto, Ontario	Chief Financial Officer	CFO for several Canadian listed public companies	N/A	450,000	0.7%

Notes:

Includes shares held by Norman Brewster and Associates, a corporation controlled by Mr. Brewster;
Member of the Audit Committee;
Includes shares held by OCI Inc., a corporation in which Mr. Allani is a Principal.

Upon completion of the Transaction, it is expected that the proposed directors and officers of the Resulting Issuer, as a group, will beneficially own, directly or indirectly, or exercise control or direction over, 13,906,975 Resulting Issuer Common Shares, representing approximately 23.4% of the then outstanding Resulting Issuer Common Shares.

The proposed directors of the Resulting Issuer will serve until the first annual meeting of shareholders following completion of the Transaction.

Committees of the Board of Directors

It is intended that the Board of Directors of the Resulting Issuer Board will form two committees, an Audit Committee and a Corporate Governance and Compensation Committee.

The Audit Committee

Following the completion of the Qualifying Transaction, the following individuals will be the members of the Resulting Issuer’s Audit Committee, with Rahim Allani as the Chair.

Name	Independence	Financial Literacy
Modesto Eduardo Olarte Soto	Independent	Financially Literate
Rahim Allani	Independent	Financially Literate
Miguel Cabal	Independent	Financially Literate

The Resulting Issuer intends to adopt an Audit Committee charter in accordance with the rules applicable to a venture issuer.

Audit Committee Oversight

The Audit Committee will, among other things, make recommendations to the Board to nominate or compensate an external auditor.

Reliance on Certain Exemptions

At no time since the commencement of Merida's most recently completed financial year has Merida relied on the following exemptions:

(a) the exemption in section 2.4 of National Instrument 52-110 (De Minimis Non-audit Services);
(b) the exemption in subsection 6.1.1(4) of National Instrument 52-110 (Circumstance Affecting the Business or Operations of the Venture Issuer);
(c) the exemption in subsection 6.1.1(5) of National Instrument 52-110 (Events Outside Control of Member);
(d) the exemption in subsection 6.1.1(6) of National Instrument 52-110 (Death, Incapacity or Resignation); or
(e) an exemption from National Instrument 52-110, in whole or in part, granted under Part 8 of National Instrument 52-110 (Exemption).

Pre-Approval Policies and Procedures

Merida will adopt specific policies and procedures for the engagement of non-audit services pursuant to its Audit Committee Charter. Pursuant to Section 14 of the Audit Committee Charter, all non-audit services (being all services other than "audit services" (as such term is defined in NI 52-110) which are proposed to be provided by the external auditors to Merida or any subsidiary of Merida shall be subject to the prior approval of the Audit Committee. The Audit Committee may delegate to one or more independent members of the Audit Committee the authority to pre-approve non-audit services, provided any non- audit services approved in this manner must be presented to the Audit Committee at its next scheduled meeting. The Audit Committee shall pre-approve all nonaudit services to be provided to Merida or its subsidiaries by Merida's external auditor and permit all non-audit services, other than non-audit services where: (i) the aggregate amount of all such non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by

Merida and its subsidiaries to Merida's external auditor during the fiscal year in which the services are provided; (ii) Merida or its subsidiary, as the case may be, did not recognize the services as non-audit services at the time of the engagement; and (iii) the services are promptly brought to the attention of the Committee and approved, prior to the completion of the audit, by the Audit Committee or by one or more of its members to whom authority to grant such approvals had been delegated by the Audit Committee.

External Auditor Service Fees (By Category)

The following table sets forth the "audit fees," "audit-related fees," "tax fees," and "other fees" billed during the financial years ended June 30, 2021 and June 30, 2020.

			Audit Fees	Audit	Tax	Other Fees
			($)	Fees ($)	($)	($)
For the year ended June	30,	2021	18,000	4,000	Nil	Nil
For the year ended June	30,	2020(1)	12,500	Nil	Nil	Nil

Note:

(1) Auditor of Merida, Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, was engaged in August of 2019.

Other Committees

Directors will be appointed in due course to the Corporate Governance and Compensation Committee following completion of the Transaction in accordance with regulatory guidelines.

The Corporate Governance and Compensation Committee is expected to oversee the Resulting Issuer’s approach to corporate governance matters and the remuneration policies and practices of the Resulting Issuer. The principal responsibilities of the Corporate Governance and Compensation Committee are expected to include: (i) monitoring and overseeing the quality and effectiveness of the corporate governance practices and policies of the Resulting Issuer; (ii) adopting and implementing corporate communication policies and ensuring the effectiveness and integrity of communication and reporting to the Resulting Issuer’s shareholders and the public generally; (iii) administering the board’s relationship with the management of the Resulting Issuer; (iv) considering the Resulting Issuer’s overall remuneration strategy and, where information is available, verifying the appropriateness of existing remuneration levels using external sources for comparison; (v) comparing the nature and amount of the Resulting Issuer’s directors’ and executive officers’ compensation to performance against goals set for the year while considering relevant comparative information, independent expert advice and the financial position of the Resulting Issuer; and (vi) making recommendations to the board in respect of director and executive officer remuneration matters, with the overall objective of ensuring maximum shareholder benefit from the retention of high quality board and executive team members.

The composition of each such committee will be will be considered and determined in the discretion of the board of Directors of the Resulting Issuer Board upon the completion of the Qualifying Transaction.

Proposed Members of Management

Norman Brewster– Age 71 – Chief Executive Officer, President, Director and Chairman of the Board

Mr. Brewster has been involved in mining internationally for more than 30 years serving on many public and private company boards over his career in the mineral industry. Norman was the Executive Chairman, and interim President of Iberian Minerals Corp., successfully financing, developing and putting into production the Aguas Tenidas Mine in Andalucia, Spain. During his tenure, Mr. Brewster led negotiations for the purchase of the Condestable Mine in Peru by Iberian Minerals Corp., and led a committee in reviewing the successful bid by Trafigura Group Pte. Ltd. (Revenue in 2015 of $97B) to acquire Iberian Minerals Corp. Mr. Brewster also sat on a committee, as a Director of Spider Resources Inc., which reviewed the successful all cash acquisition of Spider Resources Inc., by Cliffs Natural Resources Inc. Currently Mr. Brewster is the President, Director and CEO of Cadillac Ventures Inc., with

development projects in Ontario (copper) and New Brunswick (Tungsten). Mr. Brewster holds Bachelor of Science and Education Degrees from Acadia University and is a Member of the Association of Geoscientists of Ontario.

Mr. Brewster will devote the time necessary to perform the work required in connection with serving as Chief Executive Officer and director of the Resulting Issuer.It is not anticipated that Mr. Brewster will enter into a noncompetition or non-disclosure agreement with the Resulting Issuer.

Rahim Allani– Age 42– Secretary and Director of the Corporation

Mr. Allani has been involved in Canadian and international capital markets for 20 years. He is now a Managing Director at OCI Inc, a global corporate finance advisory firm focuses on cross-border mergers & acquisitions, corporate finance, and go public work. He has extensive experience in working with Canadian and international mining companies for financing and going public on exchanges in North America and Asia; and sits on board s and advisory boards for companies in several countries. He holds a MBA degree from the DeGroote School of Business at McMaster University and a BA(Hons) from the University of Toronto.

Mr. Allani will devote the time necessary to perform the work required in connection with serving as a director and secretary of the Resulting Issuer.It is not anticipated that Mr. Allani will enter into a non-competition or nondisclosure agreement with the Resulting Issuer.

Miguel Cabal– Age 48– Director of the Corporation

Miguel Cabal is a Eurogeologist with more than 20 years of experience in the mining sector. Born and raised in mining environments, he works as a consultant and advisor to national and international mining companies where he works in mining project management, geology and geotechnics, direction of environmental impact studies, environmental authorizations and natural resources. He is President of the Scientific Committee of Metallic Mining Hall in its first two editions (2015 and 2017 – the Spanish equivalent of the PDAC event held in Toronto annually). He is also a Member of the Editor Committee of the Rocks and Minerals Magazine of Fueyo Editores. Lastly, he has also worked as an advisor for construction companies such as Ferrovial Agromán and Acciona.

Mr. Cabal will devote the time necessary to perform the work required in connection with serving as a director of the Resulting Issuer.It is not anticipated that Mr. Cabal will enter into a non-competition or non-disclosure agreement with the Resulting Issuer.

Modesto Eduardo Olarte Soto – Age 58– Director of the Corporation

Mr. Olarte Soto has been working as an international lawyer focusing on business and corporate law. He has a law degree from the University of Barcelona, and a master’s degree in International & Comparative Business Law from London Metropolitan University. His practice focuses on business law with specific expertise on the interjurisdictional transactions in the mining and energy sector, and has been advising companies worldwide, including the UK, Canada, and Australia. He has experience in drafting title and corporate legal opinion for companies to comply with stock exchanges in London, Toronto, and Sydney in raising funds for Spanish exploration and other mining operations.

Mr. Olarte Soto will devote the time necessary to perform the work required in connection with serving as a director of the Resulting Issuer. It is not anticipated that Mr. Olarte Soto will enter into a non-competition or non-disclosure agreement with the Resulting Issuer.

Kyle Appleby– Age 46– Chief Financial Officer of the Corporation

Mr. Appleby is a seasoned CFO, with management and board experience working at multiple companies over the past 18 years. Currently, Kyle is the CFO of various reporting issuers which all benefit from Kyle’s accounting expertise and pedigree. He has also served on the boards of several companies, including URU Metals and Tarku Resources among others. Kyle has a Bachelor's Degree from York University and earned his Chartered Professional Accountant Designation in 2001. Since that time has worked both the audit and the issuer side of the business, currently concentrating on providing contract CFO services to a number of reporting issuers and private companies, active in the resource, agritech, technology and cannabis spaces with experience in take-overs and amalgamations.

Mr. Appleby will devote the time necessary to perform the work required in connection with serving as Chief Financial Officer of the Resulting Issuer. It is not anticipated that Mr. Appleby will enter into a non-competition or non-disclosure agreement with the Resulting Issuer.

Promoter Consideration

Other than as disclosed below, no Person or Company will be a promoter of the Resulting Issuer, or has been within the two years immediately preceding the date of this Filing Statement a promoter of Winston or Merida, as applicable.

Corporate Cease Trade Orders or Bankruptcies

No proposed director, officer or promoter of the Resulting Issuer or a securityholder anticipated to hold a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, within 10 years before the date of the Filing Statement, has been a director, officer or promoter of any Person or Company that, while that Person was acting in that capacity, was the subject of a cease trade or similar order, or an order that denied the other issuer access to any exemptions under applicable securities law, for a period of more than 30 consecutive days, or became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Penalties or Sanctions

No proposed director, officer or promoter of the Resulting Issuer, or a securityholder anticipated to hold sufficient securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or been subject to any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body, that would be likely to be considered important to a reasonable securityholder making a decision about the Transaction.

Personal Bankruptcies

No proposed director, officer or promoter of the Resulting Issuer, or securityholder anticipated to hold sufficient securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, or a personal holding company of any such Persons has, within the 10 years before the date of the Filing Statement, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officer or promoter.

Conflicts of Interest

Other than as disclosed below, there are no existing or potential material conflicts of interest between the Resulting Issuer or a subsidiary of the Resulting Issuer and any proposed director, officer or promoter of the Resulting Issuer or a subsidiary of the Resulting Issuer other than potential conflicts arising from the involvement of certain proposed directors and officers of the Resulting Issuer with other corporations or businesses which may be in competition with the business of the Resulting Issuer.

Other Reporting Issuer Experience

The following table sets out the proposed directors, officers and promoters of the Resulting Issuer that are, or have been within the last five years, directors, officers or promoters of other reporting issuers:

Name	Name and Jurisdiction of Reporting Issuer	Name of Exchange or Trading Market	Position	From	To
Norman Brewster	Cadillac Ventures, Inc, Ontario	TSXV	CEO, Chairman	December 28, 2007	Present
	Blue Lagoon	CSE	Director	June 27,2019	Present

	Resources, British Columbia
	BWR Exploration Inc. Canada	TSXV	Director	February 12, 2013	Present
	Encanto Potash Corp. British Columbia	NEX	CEO, Director	August 11, 2016	November 20, 2016
	Continental Precious Minerals Inc. Ontario	TSXV	CEO, Director	November 19, 2013	March 5, 2020
	Universal Copper Ltd. (formerly Tasca Resources Ltd.) British Columbia	TSXV	Director	May 15, 2015	April 10, 2017
Rahim Allani	Cadillac Ventures Inc.Ontario	TSXV	Director	December 1, 2017	Present
Kyle Appleby	Red Light Holland Corp. Ontario	CSE	Chief Financial Officer	May 25, 2020	October 31, 2021
	Tarku Resources Ltd. Alberta	TSXV	Director	September 1, 2020	Present
	Empower Clinics Inc. Canada	CSE	Chief Financial Officer	October 1, 2020	Present
	GBLT Corp. Ontario	TSXV	Chief Financial Officer	June 15, 2020	Present
	Tantalex Resources Corporation British Columbia	CSE	Chief Financial Officer	March 23, 2015	present
	DigiCrypts Blockchain Solutions Inc. Ontario	CSE	Chief Financial Officer	December 28, 2019	December 31, 2020
	Spacefy Inc. Ontario	CSE	Chief Financial Officer	March 12, 2018	Present
	Cadillac Ventures Inc. Ontario	TSXV	Chief Financial Officer	July 16, 2018	Present
	Intrinsic4D Inc. Ontario	TSXV	Chief Financial Officer	June 12, 2015	June 3, 2019
	Bee Vectoring Technologies International Inc. Ontario	TSXV	Chief Financial Officer	June 30, 2015	Present
	Renforth Resources Inc. Ontario	CSE	Chief Financial Officer	February 20, 2007	Present
	Xylitol Canada Inc. Canada	TSX-V	Chief Financial Officer	November 14, 2014	May 30, 2018
	MercomOilSands PLC United Kingdom	AIM	Chief Financial Officer	April 19, 2012	December 31, 2016
	Prospect Park Capiral Corp. Ontario	TSX-V	Chief Financial Officer	October 23, 2014	Present
	Quantgate Systems Inc. United States of America	OTC	Chief Financial Officer	February 1, 2014	May 31, 2016
	Captor Capital Corp. Ontario	TSX-V	Director	July 24, 2014	Present
	Nuinsco Resources Limited Ontario	CSE	Chief Financial Officer	May 4, 2015	Present
	Adya Inc. Ontario	TSX-V	Chief Financial Officer	November 15, 2016	Present

Hut 8 Mining Corp. British Columbia	TSX-V	Chief Financial Officer	March 7, 2018	June 21, 2018
Hut 8 Mining Corp. British Columbia	TSX-V	Corporate Secretary	October 3, 2019	November 30, 2020
Nurcapital Corp. Ontario	TSX-V	Chief Financial Officer	September 23, 2019	Present
URU Metals Limited British Virgin Islands	AIM	Director	March 20, 2018	Present
Salona Global Medical Device Corp. (formerly Brattle Street Investment Corp.) British Columbia	TSX-V	Chief Financial Officer	August 17, 2020	November 30, 2021

Executive Compensation

The following section sets out the anticipated compensation for each of Norman Brewster, Chief Executive Officer and President, and Kyle Appleby, Chief Financial Officer, for the 12-month period after giving effect to the Transaction. The following disclosure is presented in accordance with Form 51-102F6 - Statement of Executive Compensation .

Compensation Discussion and Analysis

Compensation Governance

It will be the responsibility of the Resulting Issuer's board of directors as a whole to make decisions regarding executive compensation matters. The Resulting Issuer's compensation program is intended to support its commitment to delivering strong performance for shareholders. The Resulting Issuer's overall objective of its compensation philosophy is the attraction, motivation and retention of quality, experienced people to achieve the Resulting Issuer's strategic objectives and to align the interests of its executive officers and employees with the longterm interest of the Resulting Issuer's shareholders.

All of the components of the Resulting Issuer's executive compensation program will be reviewed and confirmed by its board of directors following the Completion of the Qualifying Transaction and the appointment of the new board members.

It is currently contemplated that executive compensation be comprised of the following components: (i) base salary, (ii) bonus and (iii) incentive stock options. Together, these components are designed to address the key objectives of the Resulting Issuer's compensation program.

Philosophy and Objectives

The proposed Board believes that the Resulting Issuer should provide a compensation package that is competitive and motivating, that will attract, hold and inspire qualified executives, that will encourage performance by executives to enhance the growth and development of the Resulting Issuer and that will balance the interests of the executives and the shareholders of the Resulting Issuer. Achievement of these objectives is expected to contribute to an increase in shareholder value.

Elements of Executive Compensation

It is expected that the Resulting Issuer will provide its executive officers with both fixed compensation, comprised of base salary, and performance-based variable incentive compensation, comprised of an annual cash bonus and long-term incentives in the form of awards under the Resulting Issuer Option Plan.

Base salary will be designed to provide income certainty and to attract and retain executives, and therefore will be based on the assessment of a number of factors such as current competitive market conditions, compensation levels within the peer group and factors particular to the executive, including individual performance, the scope of the

executive's role with the Resulting Issuer and retention considerations. In addition to base salary, the Resulting Issuer may award executives with short term incentive awards in the form of annual cash bonuses. Annual cash bonuses are intended to provide short-term incentives to executives and to reward them for their yearly individual contribution and performance of personal objectives in the context of overall annual corporate performance. It is expected that the amount will not be pre-established and will be at the discretion of the Board. While it is expected there will be no target amount for annual cash bonuses, the Board will review similar factors as those discussed above in relation to base salary. Long-term incentive compensation will be provided through the granting of options under the Resulting Issuer Stock Option Plan. Equity incentive awards will be designed to motivate executives to achieve long-term sustainable business results, align their interest with those of shareholders and to attract and retain executives. Awards will be based on a variety of factors, such as the need to attract or retain key individuals, competitive market conditions and internal equity. Previous grants will be taken into account when considering new grants.

Risks

The proposed Board of the Resulting Issuer recognizes that certain elements of compensation could promote unintended inappropriate or excessive risk-taking behaviours; however, the Resulting Issuer will seek to ensure that executive compensation packages appropriately balance short-term incentives, in the form of base salaries, and longterm incentives, in the form of option-based awards. As a result of the factors discussed above, the proposed Board does not believe that its compensation policies and practices are reasonably likely to have a material adverse effect on the Resulting Issuer.

Summary Compensation Table – Proposed Compensation

Upon the Effective Date, the Resulting Issuer will have two executive officers. The following table sets forth the proposed compensation for the Resulting Issuer's Chief Executive Officer and Chief Financial Officer for the 12month period after giving effect to the Transaction:

Name and principal position	Year	Salary ($)(1)	Share - based awar ds ($)		Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total compensation ($)

				Option- based awards ($)
					Annual incentive plans	Long- term incentive plans
Norman Brewster, Chief Executive Officer, President and Director	2022- 2023	150,000	Nil	Nil	Nil	Nil	Nil	Nil	150,000
Kyle Appleby Chief Financial Officer	2022- 2023	36,000	Nil	Nil	Nil	Nil	Nil	Nil	36,000

Note:

Annual salaries have been prorated in 2022.

Incentive Plan Awards

Share-based Awards

During the 12-month period after giving effect to the Transaction, it is not expected that the Resulting Issuer will grant any share-based awards, being awards granted under an equity incentive plan of equity-based instruments that

do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

Option-based Awards

The Resulting Issuer intends to grant option-based awards, being awards granted under the Resulting Issuer’s stock option plan, by granting options to its directors, officers and employees. However, the timing, amounts, exercise price and recipients of such issuances have not yet been determined. Such options are expected to be granted under the Winston Option Plan which will be assumed by the Resulting Issuer. Please see the discussion under the heading " Information Concerning Winston – Stock Option Plan ".

Pension Disclosure

The Resulting Issuer will not provide a pension to its directors or Named Executive Officers.

Termination and change of control benefits

The Resulting Issuer will not be a party to any contracts that relate to termination or change of control benefits.

Director Compensation

It is not expected that any director of the Resulting Issuer will receive any compensation in the 12-month period after giving effect to the Transaction for services rendered to the Resulting Issuer, and its subsidiaries, as a director other than options granted from time to time.

It is expected that the Resulting Issuer will grant options to the directors of the Resulting Issuer from time to time under the Resulting Issuer Stock Option Plan. The Resulting Issuer may pay directors' fees to the directors of the Resulting issuer in the future, after the expiration of 12 months following closing of the Transaction.

Indebtedness of Directors and Officers

No director or officer of Winston or Merida, no proposed director or officer of the Resulting Issuer, no individual who at any time during the most recently completed financial year of Winston or Merida was a director or officer of Winston or Merida, nor any associate of such individuals is indebted to Winston or Merida or is indebted to another entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Winston or Merida.

Investor Relations Arrangements

No written or oral agreement or understanding has been reached with any Person to provide any promotional or investor relations services for the Resulting Issuer.

Options to Purchase Securities

The following table sets out certain information in respect of options to purchase securities of the Resulting Issuer that will be held upon completion of the Transaction:

Category	Number of Resulting Issuer Common Shares Reserved Under Option	Exercise Price per Resulting Issuer Share	Expiry Date
All proposed officers of the Resulting Issuer, as a group(1)	1,450,000	$0.10	850,000 expires on January 31, 2024 600,000 expires on March 30, 2024
All proposed directors of the Resulting Issuer who are not also officers, as a group	1,900,000	$0.10	June 30, 2024

Category	Number of Resulting Issuer Common Shares Reserved Under Option	Exercise Price per Resulting Issuer Share	Expiry Date
All officers of all subsidiaries of the Resulting Issuer, as a group	N/A	N/A	N/A
All directors of those subsidiaries who are not also officers of the subsidiary, as a group	N/A	N/A	N/A
All other employees of the Resulting Issuer, as a group	300,000	$0.10	June 30, 2024
All consultants of the Resulting Issuer, as a group	300,000	$0.10	June 30, 2024
Any other Person or Company(1)	750,000	$0.10	February 28, 2029

Notes:

Upon completion of the Transaction, the four former officers and/or directors of Winston, being Bruce Bent, John Gamble, Michael White, and Dave Woolford, together, will hold Winston Stock Options to purchase a total of 750,000 Resulting Issuer Common Shares, exercisable at a price of $0.10 per Resulting Issuer Common Share until February 28, 2029, subject to termination in accordance with the terms of the Winston Stock Options being 12 months following the completion of the Transaction.

Stock Option Plan

The Merida Option Plan will be the stock option plan of the Resulting Issuer. See information under the heading " Information Concerning Merida– Stock Option Plan ".

Escrowed Securities

As of the date hereof, none of the Merida Common Shares are escrowed or subject to a pooling agreement. To the knowledge of Winston and Merida as of the date of this Filing Statement, the following table lists the names and municipalities of residence of the holders of escrowed securities, the number of securities of each class of securities of Winston or Merida currently held in escrow and, in the case of the Resulting Issuer, anticipated to be held in escrow after giving effect to the Transaction, and the percentage that number represents of the outstanding securities of that class.

		Prior to Giving Effect to the Transaction	Prior to Giving Effect to the Transaction	After Giving Effect to the Transaction	After Giving Effect to the Transaction
Name and Municipality of Residence of Securityholder	Designation of Class	Number of Securities held in Escrow	Percentage of Class(1)	Number of Securities to be held in Escrow	Percentage of Class(2)
Bruce Bent Ontario, Canada	Resulting Issuer Common Shares	1,000,000(3)	40%	1,000,000(3)	1.7%
Michael White British Columbia, Canada	Resulting Issuer Common Shares	700,000(3)	28%	700,000(3)	1.2%
John Gamble Ontario, Canada	Resulting Issuer Common Shares	400,000(3)	16%	400,000(3)	0.7%
Dave Woolford Ontario, Canada	Resulting Issuer Common Shares	400,000(3)	16%	400,000(3)	0.7%
Norman Brewster Ontario, Canada	Resulting Issuer Common Shares	5,754,167(3)	Nil	5,754,167(4)	9.8%
Rahim Allani Ontario, Canada	Resulting Issuer Common Shares	3,834,163 (3)	Nil	3,834,163(4)	6.5%
Miguel Cabal	ResultingIssuer	0	Nil	908,645(4)	1.6%

		Prior to Giving Effect to the Transaction	Prior to Giving Effect to the Transaction	After Giving Effect to the Transaction	After Giving Effect to the Transaction
Name and Municipality of Residence of Securityholder	Designation of Class	Number of Securities held in Escrow	Percentage of Class(1)	Number of Securities to be held in Escrow	Percentage of Class(2)
Seville, Spain	Common Shares
Modesto Eduardo Olarte Soto Seville, Spain	Resulting Issuer Common Shares	0	Nil	2,960,000(4)	5.1%
Kyle Appleby Ontario, Canada	Resulting Issuer Common Shares	0	Nil	450,000(4)	0.8%
Total Escrowed Winston Common Shares / Resulting Issuer Common Shares		12,088,330		16,406,975(3) (4)	28.1%

Notes:

As of the date hereof, there are 7,500,000 Winston Common Shares outstanding.
Upon completion of the Transaction, it is anticipated that there will be 58,510,159 Resulting Issuer Common Shares outstanding.
These shares are escrowed pursuant to Exchange Policy 2.4 described below.
Pursuant to Exchange Policy 5.4, all Principal Securities (as defined by Exchange Policy 5.4) upon completion of the Transaction are subject to escrow and will be held pursuant to a Surplus Security Escrow Agreement.

		Prior to Giving Effect to the Transaction	Prior to Giving Effect to the Transaction	After Giving Effect to the Transaction	After Giving Effect to the Transaction
Name and Municipality of Residence of Securityholder		Number of Securities			Percentage of Class
	Designation of	held in	Percentage of	Number of Securities
	Class	Escrow	Class	to be held in Escrow
Norman Brewster Ontario, Canada	Merida Stock Options	0	Nil	400,000(1)	12.7%
Rahim Allani Ontario, Canada	Merida Stock Options	0	Nil	150,000(1)	4.8%
Miguel Cabal Seville, Spain	Merida Stock Options	0	Nil	500,000(1)	15.9%
Modesto Eduardo Olarte Soto Seville, Spain	Merida Stock Options	0	Nil	500,000(1)	15.9%
Kyle Appleby Ontario, Canada	Merida Stock Options	0	Nil	600,000(1)	19%
Total Escrowed Merida Stock Options		0		2,150,000	68.3%

Notes:

Pursuant to Exchange Policy 5.4, all Principal Securities (as defined by Exchange Policy 5.4) upon completion of the Transaction are subject to escrow and will be held pursuant to a Surplus Security Escrow Agreement.

CPC Escrow Agreement

In accordance with Exchange Policy 2.4, upon completion of the listing of Winston on the Exchange, the Winston Common Shares set out opposite the names of the first six Persons indicated in the above table in the column " Prior to Giving Effect to the Transaction " (the " CPC Escrowed Shares ") were escrowed under the CPC Escrow Agreement.

Release of CPC Escrowed Shares

The CPC Escrowed Shares are subject to a three-year escrow period and are scheduled to be released from escrow as follows (the " Original Escrow Policy "):

Percentage of Escrowed Shares Released from Escrow	Release Date
10%	Date of Final Exchange Bulletin
15%	6 months from Final Exchange Bulletin
15%	12 months from Final Exchange Bulletin
15%	18 months from Final Exchange Bulletin
15%	24 months from Final Exchange Bulletin
15%	30 months from Final Exchange Bulletin
15%	36 months from Final Exchange Bulletin

In the event of the death of a holder of CPC Escrowed Shares, the CPC Escrowed Shares of such deceased holder will be released to his legal representatives.

Amended Release of CPC Escrowed Shares

Effective January 1, 2021, the Exchange announced various amendments to Exchange Policy 2.4, including the release of CPC Escrowed Shares (the " New Escrow Policy "). The New Escrow Policy provides for the release of CPC Escrowed Shares from escrow as follows:

Percentage of Escrowed Shares Released from Escrow	Release Date
25%	Date of Final Exchange Bulletin
25%	6 months from Final Exchange Bulletin
25%	12 months from Final Exchange Bulletin
25%	18 months from Final Exchange Bulletin

At the meeting of Winston shareholders on February 10, 2021, the shareholders approved a resolution to authorize the Company to enter into an amending agreement to amend the escrow release terms under the escrow agreement as stated above. In the event the New Escrow Policy is not approved by shareholders, the Original Escrow Policy will remain for the Resulting Issuer.

Dealing with CPC Escrowed Shares

Subject to certain exceptions set forth in the CPC Escrow Agreement, a holder of CPC Escrowed Shares may:

pledge, mortgage or charge its CPC Escrowed Shares to a financial institution as collateral for a loan, provided that no CPC Escrowed Shares or any share certificates or other evidence of escrow securities will be transferred or delivered by the escrow agent to the financial institution for this purpose;
exercise voting rights attached to its CPC Escrowed Shares, other than in support of one or more arrangements that would result in the repayment of capital being made on the CPC Escrowed Shares prior to a winding up of the Winston;
receive a dividend or other distribution on its CPC Escrowed Shares, and elect the manner of payment; and
exercise its rights to exchange or convert its CPC Escrowed Shares in accordance with the CPC Escrow Agreement.

Permitted Transfers within Escrow

The CPC Escrowed Shares held pursuant to the CPC Escrow Agreement may not be sold, assigned, transferred, redeemed, surrendered or otherwise dealt with in any manner except as provided by the CPC Escrow Agreement.

The CPC Escrowed Shares may be transferred within escrow to an individual who is a director or senior officer of Winston or a material operating subsidiary of Winston, provided that certain requirements of the Exchange are met, including that the new proposed transferee agrees to be bound by the terms of the CPC Escrowed Shares. In the event of the bankruptcy of a holder of CPC Escrowed Shares, the CPC Escrowed Shares held by such holder may be transferred within escrow to the trustee in bankruptcy or other person legally entitled to such CPC Escrowed Shares provided that certain prescribed Exchange requirements are met. The CPC Escrowed Shares may be transferred within escrow to a Person or Company that, before the transfer, holds greater than 20% of the voting rights attached to Resulting Issuer Common Shares or after the transfer will hold more than 10% of the voting rights attached to Resulting Issuer Common Shares and has the right to elect or appoint one or more directors or senior officers of Winston or its material operating subsidiaries. CPC Escrowed Shares may also be transferred within escrow by a holder of CPC Escrowed Shares to a registered retirement savings plan (" RRSP ") or a registered retirement income fund (" RRIF "), provided that the Exchange receives proper notice of the same, the holder of such CPC Escrowed Shares is the sole beneficiary of the RRSP or RRIF and the trustee of the RRSP or RRIF agrees to be bound by the terms of the CPC Escrow Agreement.

Cancellation of CPC Escrowed Shares

CPC Escrowed Shares that were purchased prior to the CPC initial public offering at a discount to the initial public offering price by Related Parties (as defined in the Manual) of Winston may be cancelled by the Resulting Issuer and the escrow agent pursuant to the CPC Escrow Agreement. In addition, any CPC Escrowed Shares that have not been released pursuant to the CPC Escrow Agreement on the 10[th] anniversary of the date of delisting from the Exchange must immediately be cancelled.

Termination of Amended and Restated CPC Escrow Agreement

The CPC Escrow Agreement may be terminated with respect to all parties in certain circumstances including, without limitation: (i) upon agreement of all parties of the CPC Escrow Agreement, provided that (a) the agreement to terminate is evidenced by a memorandum in writing signed by all parties; (b) if Winston is listed on the Exchange, the termination of the CPC Escrow Agreement has been consented to in writing by the Exchange and has been approved by a majority vote of securityholders of Winston excluding in each case, the holders of Amended and Restated CPC Escrowed Shares; or (ii) when all of the CPC Escrowed Shares have been released from escrow pursuant to the CPC Escrow Agreement.

Surplus Security Escrow Agreement

In accordance with Exchange Policy 5.4, upon completion of the Transaction, the Resulting Issuer Common Shares and Merida Stock Options issued to Messrs. Brewster, Allani, Burns, Cabal, Olarte Soto and Appleby will be escrowed pursuant to the Surplus Security Escrow Agreement.

Release of Surplus Security Escrowed Shares

The Surplus Security Escrowed Shares are subject to a three-year escrow period and are scheduled to be released from escrow as follows:

Percentage of Escrowed Shares Released from Escrow	Release Date
5%	Date of Final Exchange Bulletin
5%	6 months from Final Exchange Bulletin
10%	12 months from Final Exchange Bulletin
10%	18 months from Final Exchange Bulletin
15%	24 months from Final Exchange Bulletin
15%	30 months from Final Exchange Bulletin
40%	36 months from Final Exchange Bulletin

In the event of the death of a holder of Surplus Security Escrowed Shares, the Surplus Security Escrowed Shares of such deceased holder will be released to his legal representatives.

Dealing with Surplus Security Escrowed Shares

The Surplus Security Escrowed Shares held pursuant to the Surplus Security Escrow Agreement may not be sold, assigned, transferred, redeemed, surrendered or otherwise dealt with in any manner except as provided by the Surplus Security Escrow Agreement. Subject to certain exceptions set forth in the Surplus Security Escrow Agreement, a holder of Surplus Security Escrowed Shares may:

pledge, mortgage or charge its Surplus Security Escrowed Shares to a financial institution as collateral for a loan, provided that no Surplus Security Escrowed Shares or any share certificates or other evidence of escrow securities will be transferred or delivered by the escrow agent to the financial institution for this purpose;
exercise voting rights attached to its Surplus Security Escrowed Shares, other than in support of one or more arrangements that would result in the repayment of capital being made on the Surplus Security Escrowed Shares prior to a winding up of Winston;
receive a dividend or other distribution on its Surplus Security Escrowed Shares, and elect the manner of payment; and
exercise its rights to exchange or convert its Surplus Security Escrowed Shares in accordance with the Surplus Security Escrow Agreement.

Permitted Transfers within Escrow

The Surplus Security Escrowed Shares may be transferred within escrow to an individual who is a director or senior officer of Winston or a material operating subsidiary of Winston, provided that certain requirements of the Exchange are met, including that the new proposed transferee agrees to be bound by the terms of the Surplus Security Escrow Agreement. In the event of the bankruptcy of a holder of Surplus Security Escrowed Shares, the Surplus Security Escrowed Shares held by such holder may be transferred within escrow to the trustee in bankruptcy or other person legally entitled to such Surplus Security Escrowed Shares provided that certain prescribed Exchange requirements are met.

The Surplus Security Escrowed Shares may be transferred within escrow to a Person or Company that, before the transfer, holds greater than 20% of the voting rights attached to Winston Common Shares or after the transfer will hold more than 10% of the voting rights attached to Winston Common Shares and has the right to elect or appoint one or more directors or senior officers of Winston or its material operating subsidiaries, provided that certain requirements of the Exchange are met, including that the new proposed transferee agrees to be bound by the terms of the Surplus Security Escrow Agreement.

Surplus Security Escrowed Shares may also be transferred within escrow by a holder of Surplus Security Escrowed Shares to a RRSP or a RRIF, provided that the Exchange receives proper notice of the same, the beneficiary of the RRSP or RRIF is limited to the holder of the Surplus Security Escrowed Shares or his/her spouse, children or parents and the trustee of the RRSP or RRIF agrees to be bound by the terms of the Surplus Security Escrow Agreement.

Termination of Surplus Security Agreement

The Surplus Security Escrow Agreement may be terminated with respect to all parties in certain circumstances including, without limitation: (i) upon agreement of all parties of the Surplus Security Escrow Agreement, provided that (a) the agreement to terminate is evidenced by a memorandum in writing signed by all parties; (b) if Winston is listed on the Exchange, the termination of the Surplus Security Escrow Agreement has been consented to in writing by the Exchange; and has been approved by a majority vote of securityholders of Winston excluding in each case, the holders of Surplus Security Escrow Shares; or (ii) when all of the Surplus Security Escrowed Shares have been released from escrow pursuant to the Surplus Security Escrow Agreement.

Graduation to Tier 1

In the event the Resulting Issuer graduates from a Tier 2 issuer to a Tier 1 issuer, the release schedule for the Surplus Security Escrowed Shares will accelerate, with all of the Surplus Security Escrowed Shares ultimately being released from escrow on the date that is 18 months from the Final Exchange Bulletin.

Escrow of New Securities

If the Surplus Security Escrowed Shares are exchanged for new securities in the event of a business combination, merger, or other similar transaction, the new securities received will be subject to escrow in substitution of the tendered Surplus Security Escrowed Shares, unless certain requirements of the Exchange are met, including if the holder does not become a Principal of the successor issuer.

Other Resale Restrictions

A number of Resulting Issuer Common Shares are subject to Seed Share Resale Restrictions pursuant to Exchange Policy 5.4. The following table sets out the aggregate number of Resulting Issuer Common Shares subject to the Seed Share Resale Restrictions, the percentage that number represents of the outstanding securities of that class, and the expiry date of the resale restrictions.

Designation of Class	Aggregate number of securities subject to resale restrictions	Percentage of class	Expiry date of the resale restrictions
Resulting Issuer Common Shares	19,465,000	33.27%	36 months from Final Exchange Bulletin

The Resulting Issuer Common Shares which are subject to Seed Share Resale Restrictions are subject to a three-year escrow period and are scheduled to be released from escrow as follows:

Percentage of Escrowed Shares Released from Escrow	Release Date
10%	Date of Final Exchange Bulletin
15%	6 months from Final Exchange Bulletin
15%	12 months from Final Exchange Bulletin
15%	18 months from Final Exchange Bulletin
15%	24 months from Final Exchange Bulletin
15%	30 months from Final Exchange Bulletin
15%	36 months from Final Exchange Bulletin

Auditor, Transfer Agent and Registrar

Auditor

It is currently expected that Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants., the current auditors of Merida, will be appointed the auditors of the Resulting Issuer upon completion of the Transaction. Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants. are located at 15001140 W. Pender St., Vancouver, BC V6E 4G1.

Transfer Agent and Registrar

It is expected that TSX Trust Company will serve as the Resulting Issuer's registrar and transfer agent upon completion of the Transaction. It is expected that transfers of the securities of the Resulting Issuer may be recorded at registers maintained by TSX Trust in Calgary, Alberta.

GENERAL MATTERS

Sponsorship and Agent Relationship

Other than as described above, neither Winston nor Merida has entered into any agreement with any registrant to provide sponsorship or corporate finance services.

Experts

Interest of Experts

Brian H. Newton, P. Geo. (an independent "Qualified Person", as defined in NI 43-101) prepared the PBR Technical Report. Mr. Newton held less than one per cent of the outstanding securities of each of Winston and Merida, or of any Associate or Affiliate of either of them, when he prepared the PBR Technical Report and did not receive any or received less than a one per cent direct or indirect interest in any securities of each of Winston and Merida, or of any Associate or Affiliate of either of them, in connection with the preparation of the PBR Technical Report. Mr. Newton is not currently nor is he expected to be elected, appointed or employed as a director, officer or employee of Winston, Merida or the Resulting Issuer, or of any Associate or Affiliate of the Resulting Issuer.

MNP LLP is the auditor of Winston and is independent of Winston within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Alberta. Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants is the auditor of Merida and is independent of Merida within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario.

Other Material Facts

There are no material facts about Winston, Merida, the Resulting Issuer or the Transaction that are not disclosed under the preceding items and are necessary in order for this Filing Statement to contain full, true and plain disclosure of all material facts relating to Winston, Merida and the Resulting Issuer, assuming completion of the Transaction.

Board Approval

The Board of Winston has approved this Filing Statement.

APPENDIX "A" AUDITED FINANCIAL STATEMENTS OF WINSTON CAPITAL GROUP INC. FOR THE YEAR ENDED DECEMBER 31, 2020 AND DECEMBER 31, 2019

Winston Capital Group Inc. (A Capital Pool Corporation)

Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019

(Expressed in Canadian Dollars)

Winston Capital Group Inc.

Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 (Expressed in Canadian Dollars)

Independent Auditor’s Report	i- ii
Consolidated Statements of Financial Position	1
Consolidated Statements of Operations and Comprehensive Loss	2
Consolidated Statements of Changes in Shareholders’ Equity	3
Consolidated Statements of Cash Flows	4
Notes to the Consolidated Financial Statements	5-15

Independent Auditor's Report

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To the Shareholders of Winston Capital Group Inc.:

Opinion

We have audited the consolidated financial statements of Winston Capital Group Inc. and its subsidiary (the "Corporation"), which comprise the consolidated statements of financial position as at December 31, 2020 and December 31, 2019, and the consolidated statements of operations and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Corporation as at December 31, 2020 and December 31, 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Corporation in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express

any form of assurance conclusion thereon.

In connection with our audits of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Corporation’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Corporation’s financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Corporation to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is Andrew Kevin Spidle.

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Mississauga, Ontario April 20, 2021

Chartered Professional Accountants

Licensed Public Accountants

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Winston Capital Group Inc. Consolidated Statements of Financial Position As at December 31, 2020 and 2019

2020 Notes $ 2019 $	2020 Notes $ 2019 $
Assets Current Assets Cash 2 & 3 342,663 400,810 Amounts receivable 5,545 -
348,208 400,810
Current Liabilities Accounts payable and accrued liabilities 2 55,330 23,140 55,330 23,140 Shareholders’ Equity Share capital 4 518,547 518,547 Warrants 4 26,449 26,449 Contributed surplus 5 67,258 67,258 Deficit (319,376) (234,584)
292,878 348,208	3 7 7 , 67 0 400,810

Nature of operations (note 1)

The accompanying notes form an integral part of these consolidated financial statements.

Approved on behalf of the Board

“Bruce Bent” , Director

“John Gamble” , Director

Winston Capital Group Inc. Consolidated Statements of Operations and Comprehensive Loss For the years ended December 31, 2020 and 2019

	Note	2020	2019
		$	$
Expenses
Professional and administrative		84,792	101,459
Stock-based compensation	5	-	67,258

Net Loss and Comprehensive loss for the year		(84,792)	(168,717)
Basic and diluted weighted average number of shares:	4	5,000,000	4,191,781
Basic and diluted loss per share:	4	($0.02)	($0.04)

The accompanying notes form an integral part of these consolidated financial statements.

Winston Capital Group Inc. Consolidated Statements of Changes in Shareholders’ Equity For the years ended December 31, 2020 and 2019

	Common Shares Amount Common Shares $ Contributed Surplus $ Warrants $ (Deficit) $	Total Shareholders' Equity $
Balance at December 31, 2018 Common shares issued for cash Share issue costs Broker warrants issued Stock-based compensation Net and Comprehensive loss	2,500,000 125,000 - - (65,867) 5,000,000 500,000 - - - - (80,004) - - - - (26,449) - 26,449 - - - 67,258 - - - - - - (168,717) 7,500,000 518,547 67,258 26,449 (234,584) - - - - (84,792) 7,500,000 518,547 67,258 26,449 (319,376)	59,133
		500,000 (80,004) - 67,258 (168,717)
Balance at December 31, 2019 Net and Comprehensive loss		377,670 (84,792)
Balance at December 31, 2020		292,878

The accompanying notes form an integral part of these consolidated financial statements.

Winston Capital Group Inc. Consolidated Statements of Cash Flows For the years ended December 31, 2020 and 2019

	2020 $ 2019 $	2020 $ 2019 $
Operating activities Net loss for the year Non-cash stock-based compensation expense Changes in non-cash working capital Amounts receivable Accounts payable and accruedliabilities	(84,792) (168,717) - 67,258 (5,545) - 32,190 (6,860)
	(58,147) (108,319)
Financing activities Commonsharesissued (net)	-	419,996
	- (58,147) 400,810	419 , 99 6 311,677 89,133
Net (decrease) increase in cash Cash, beginning of year Cash, end ofyear
	342,663	400,810

The accompanying notes form an integral part of these consolidated financial statements.

Winston Capital Group Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019

1. Nature of Operations

Winston Capital Group Inc. (the "Corporation") was incorporated on October 22, 2018 pursuant to the provisions of the Business Corporations Act (Alberta). The Corporation is classified as a Capital Pool Corporation ("CPC") as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The principal business of the Corporation will be to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction, by exercising of an option, or by any concomitant transaction. The purpose of such an acquisition is to satisfy the related conditions of a qualifying transaction under the Exchange rules.

The head office and registered office of the Corporation is located at Suite 1600, 333–7th Avenue SW, Calgary Alberta, T2P 2Z1.

Where an acquisition or participation is warranted, additional funding may be required. The ability of the Corporation to fund its potential future operations and commitments is dependent upon the ability of the Corporation to obtain additional financing. There is no assurance that the Corporation will identify a business or asset that warrants acquisition or participation within the time limitations permissible under the policies of the Exchange, at which time the Exchange may suspend or de-list the Corporation's shares from trading.

On March 5, 2019, the Corporations shares commenced trading on the Toronto Venture Exchange under the stock symbol "WNST.P".

Pursuant to the Business Combination Agreement signed on May 11, 2020, Winston's wholly owned subsidiary, 2797200 Ontario Inc. ("Subco"), will amalgamate with Merida (the "Amalgamation") to complete the qualifying transaction (the "Transaction") in accordance with the policies of the Exchange. Upon completion of the Amalgamation, the resulting issuer will be known as "Merida Minerals Inc." (the "Resulting Issuer") and the Resulting Issuer will continue the business of Merida. Merida is a mineral exploration company focused on developing the long-term mining potential of the ZnCu-Pb enriched Puebla de la Reina ("PBR") property in the low-risk and historic mining district in Southwest Spain. The Transaction is subject to the receipt of all necessary regulatory approvals and shareholder approvals required by applicable corporate law, including the approval of the shareholders of Merida, as well as the satisfaction of conditions to closing as set out in the Business Combination Agreement.

On December 3, 2020, the Corporation incorporated 2797200 Ontario Inc., a wholly owned subsidiary, to facilitate the proposed qualifying transaction. This subsidiary conducted no business activities during the year.

These Consolidated Financial Statements were approved by the Board of Directors on April 20, 2021.

The global outbreak of COVID-19 (coronavirus) has had a significant impact on businesses through the restrictions put in place by the Canadian, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders. To date, the operations of the Company have not been significantly affected. At this time, it is unknown the extent of the impact the COVID-19 outbreak may have on the Corporation as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place by Canada and other countries to fight the virus.

Winston Capital Group Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019

2. Significant Accounting Policies

a) Statement of Compliance

The significant accounting policies applied in the Corporation's consolidated financial statements are based on International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") effective as of December 31, 2020.

b) Basis of Presentation

The consolidated financial statements of the Corporation are prepared on a going concern basis. The Corporation’s functional and presentation currency is Canadian dollars.

c) Cash

Cash includes bank deposits at a reputable financial institution in Canada.

d) Financial Instruments

IFRS 9 includes requirements for recognition and measurement, impairment, derecognition, and general hedge accounting. Financial assets within the scope of IFRS 9 are classified in the following measurement categories: amortized cost, fair value through profit or loss (“FVTPL”), or fair value through other comprehensive income (“FVOCI”). Financial liabilities are classified in the following measurement categories: fair value through profit or loss, or amortized cost.

Financial assets

The Corporation’s financial assets consist of cash, which are measured at FVTPL, and amounts receivable measured at amortized cost.

Amortized Cost

Financial assets classified as amortized cost are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are carried at amortized cost less any provision for impairment. Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default.

Fair value through profit or loss

Financial assets classified as FVTPL are measured at fair value with changes in fair value recognized in net profit or loss.

Classification

The Corporation determines the classification of its financial assets at initial recognition. All financial assets are recognized initially at fair value plus or minus, in the case of financial assets not classified as FVTPL, directly attributable transaction costs.

Winston Capital Group Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019

2. Significant Accounting Policies (continued)

d) Financial Instruments (continued)

Impairment of Financial Assets

Financial assets not measured at FVTPL are assessed for indicators of impairment at the end of each reporting period. Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial assets, the estimated future cash flows of the financial assets have been negatively impacted. Evidence of impairment could include significant financial difficulty of the issuer or counterparty; default or delinquency in interest or principal payments; or the likelihood that the borrower will enter bankruptcy or financial reorganization.

Financial Liabilities

The Corporation’s financial liabilities consist of accounts payable and accrued liabilities. Accounts payable and accrued liabilities are measured at amortized cost.

Amortized Cost

Financial liabilities measured at amortized cost, including borrowings, are initially measured at fair value, net of transaction costs. Financial liabilities measured at amortized cost are subsequently measured at amortized cost using the effective interest method, with interest recognized on an effective yield basis. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest costs over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability or to the net carrying amount on initial recognition.

Derecognition of Financial Liabilities

The Corporation de-recognizes financial liabilities when the obligations are discharged, cancelled or expire.

e) Deferred Taxes

Income tax comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income, in which case the income tax is also recognized directly in equity or other comprehensive income.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to offset the amounts and the Company intends to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Winston Capital Group Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019

2. Significant Accounting Policies (continued)

Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined on a non-discounted basis using tax rates an laws that have been enacted or substantively enacted at the end of the reporting period and are expensed to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.

f) Other Comprehensive Income (Loss)

Other comprehensive income (loss) is the change in the Corporation’s net assets that results from transactions, events and circumstances from sources other than the Corporation’s shareholders and includes items that are not included in net profit or loss such as unrealized gains or losses on available-for-sale investments, gains or losses on certain derivative instruments and foreign currency gains or losses related to translation of the financial statements of foreign operations and items that will be reclassified subsequently directly to equity. The Corporation’s comprehensive income (loss), components of other comprehensive income and cumulative translation adjustments are presented in the statements of operations and comprehensive loss and changes in shareholders’ equity.

g) Loss per Share

Per IAS 33 "Earnings per Share" applies to a corporation whose common shares or potential common shares are traded in a public market or that files, or is in the process of filing, its financial statements with a securities commission or other regulatory organization for the purpose of issuing common shares in a public market. Loss per share is computed by dividing the loss for the period by the weighted average number of common shares outstanding during the period, including contingently issuable shares which are included when the conditions necessary for issuance have been met. Diluted loss per share is calculated in a similar manner, except that the weighted average number of common shares outstanding is increased to include potentially issuable common shares from the assumed exercise of common share purchase options and warrants, if dilutive. In order to calculate loss per share in these consolidated financial statements, the Corporation has calculated the weighted average number of shares outstanding for the years ended December 31, 2020 and December 31, 2019. During the years ended December 31, 2020 and December 31, 2019, the Corporation's outstanding stock options and agent's warrants were anti-dilutive.

h) Share-Based Payments

The Corporation offers a share option plan for its directors, officers, employees and selected consultants. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. Fair value of each tranche is measured using the Black-Scholes option pricing model. Compensation expense is recognized over the tranche's vesting period by increasing contributed surplus based on the number of awards expected to vest.

The Corporation may, from time to time, issue warrants to agents in connection with raising capital for the Corporation. The fair value of each warrant is measured using the Black-Scholes option pricing model. The resulting expense is recognized in equity as a reduction of the proceeds from the capital raise.

Winston Capital Group Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019

2. Significant Accounting Policies (continued)

Share-based payments granted to non-employees are measured at the fair value of goods received unless that cannot be reasonably estimated in which case the fair value of the equity instrument is used.

i) Significant Accounting Judgments and Estimates

The preparation of financial statements in conformity with IFRS requires management to make certain judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. These consolidated financial statements include estimates, that, by their nature, are uncertain. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.

The most significant judgments, estimates and assumptions include those related to the fair value of stock-based compensation and warrants, the recognition of deferred tax assets, and the evaluation of contingencies. Management has determined that judgments, estimates and assumptions reflected in these financial statements are reasonable.

3. Cash Restriction

The proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than the lesser of 30% of the gross proceeds from the issuance of shares or $210,000 may be used to cover prescribed costs of issuing the common shares or administrative and general expenses of the Corporation. These restrictions apply until completion of a Qualifying Transaction by the Corporation as defined under the Exchange Policy 2.4.

4. Share Capital

i) Common Shares Authorized:

Unlimited number of common shares.

ii) Common Share Rights:

The holders of common shares are entitled to vote at meetings of shareholders, receive dividends, and are subject to the prior rights, privileges and conditions attaching to the special shares, to receive the remaining property of the Corporation upon dissolution, liquidation or winding up of the Corporation.

iii) Common Shares Issued:

7,500,000 common shares with no par value.

Between October 22, 2018 and December 31, 2018, the Corporation raised $125,000 by issuing 2,500,000 founders’ shares at $0.05 per share. All of these common shares issued are held in escrow until completion of a Qualifying Transaction. 10% of the common shares held in escrow will be released on the issuance of the Final Exchange Bulletin (as defined under the policies of the Exchange) and an additional 15% will be released on the dates 6 months, 12 months, 18 months, 24 months, 30 months, and 36 months following the initial release. These common shares, which are considered contingently issuable until the Corporation completes a Qualifying Transaction, are not considered to be outstanding for the purpose of the loss per share calculation.

Winston Capital Group Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019

4. Share Capital (continued)

On February 28, 2019, the Corporation completed its initial public offering (the “Offering”) issuing 5,000,000 common shares at $0.10 for total gross proceeds of $500,000. Mackie Research Capital Corporation received a broker fee of 10% cash and 500,000 broker warrants exercisable at $0.10 per common share valued at $26,449. The warrants will expire 24-months from the date the shares are first listed on the TSX Venture Exchange.

Convertible Securities

Warrant and Option Valuation

The Corporation uses the Black-Scholes fair valuation option pricing model when calculating a share option grant or common share purchase warrant value when the common share purchase warrant forms part of a unit of securities. The valuation is dependent on a number of estimates, including the risk-free interest rate and the level of share volatility. Option and warrant pricing models require the input of highly subjective assumptions including the expected price volatility. The level of share volatility was calculated with reference to the other similar corporations. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable measure of the fair value of the Corporation's common share purchase warrants and options.

Common Share Purchase Warrants

During the year ended December 31, 2020 the Corporation granted Nil (2019: 500,000) common share purchase warrants.

The following tables provides information about outstanding warrants at December 31, 2020:

	Issue Date	Exercise Price	Expiry Date	Issued	Outstanding
Broker Warrants	Feb 28,2019	$0.10	Feb 28,2021	500,000	500,000

Common Share Purchase Warrant Valuation

The fair value of the agent compensation options of $26,449 was estimated at the grant date. The assumptions used to value the agent compensation options under the Black-Scholes model were as follows:

	2020	2019
Total	-	500,000
Share Price	-	$0.10
Exercise Price	-	$0.10
Interest Rate	-	$1.74%
Term (years)	-	2
Volatility	-	100%
Warrant Value	-	$0.05

Winston Capital Group Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019

5. Stock Options

On December 5, 2018 the Corporation adopted a Stock Option Plan (the "Plan") which it is authorized to grant options to purchase common shares of the Corporation to directors, senior officers, employees and/or consultants of the Corporation. The aggregate number of shares of the Corporation which may be issued and sold under the Plan will not exceed 10% of the total number of common shares issued and outstanding from time to time. Share options are granted with a maximum term of ten years with vesting requirements at the discretion of the Board of Directors.

On February 28, 2019, the Corporation granted 750,000 stock options. Each option entitles the holder to purchase one common share of the Corporation at $0.10 per share for a period of 10 years from the date of the grant.

The following tables provides information about outstanding stock options at December 31, 2020:

	2020		2019
		Weighted		Weighted
		Average		Average
		Exercise		Exercise
	Number of	Price	Number of	Price
	Options	$	Options	$
Beginning balance	750,000	0.10	-	-
Issued	-	-	750,000	0.10
Exercised	-	-	-	-
Forfeited	-	-	-	-
Ending balance	750,000	0.10	750,000	0.10

Exercisable options	Exercisable options
Weighted average	Number of	Exercise price
remaining life (years)	options	$
8.2	750,000	0.10
8.2	750,000	0.10

The fair value of the stock options of $67,258 was estimated at the grant date. The assumptions used to value the stock options under the Black-Scholes model were as follows:

	2020	2019
Total	-	750,000
Share Price	-	$0.10
Exercise Price	-	$0.10
Interest Rate	-	$1.94%
Term (years)	-	10
Volatility	-	100%
Options Value	-	$0.09

Winston Capital Group Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019

6. Financial Instruments and Other Risks

IFRS 7 establishes a fair value hierarchy that reflects the significance of inputs used in making fair value measurements as follows:

Level 1 quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date;

Level 2 inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (ie. as prices) or indirectly (ie. from derived prices); and

Level 3 inputs for the asset or liability that are not based upon observable market data.

Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. As at December 31, 2020 and 2019, the Corporation’s cash was classified as Level 1 measurement. As at December 31, 2020 and 2019, the Corporation had no financial instruments classified at Level 2 and Level 3.

Fair Values

Except as disclosed elsewhere in these financial statements, the carrying amounts for the Corporation’s financial instruments approximate their fair values because of the short-term nature of these items.

The Corporation’s risk exposures and the impact on the Corporation’s financial instruments are summarized below:

Market Risk

Market risk refers to the risk that a change in the level of one or more of market prices, interest rates, foreign exchange rates, indices, volatilities, correlations or other market factors, such as liquidity, will result in a change in the fair value of a financial instrument. The Corporation's financial instruments are designated as fair value through profit or loss, or amortized cost. Therefore, changes in fair value or permanent impairment, if any, affect reported earnings as they occur, except for amortized cost.

Interest Rate Risk

Interest rate risk arises from the possibility that changes in interest rates will affect the value of financial instruments. The Corporation does not hedge its exposure to interest rate risk as such risk is minimal. None of the Corporation's cash balances are subject to variable interest rates.

Credit Risk

Credit risk arises from the potential that counterparties will fail to satisfy their obligations as they come due. Credit risk is managed by dealing with counterparties that the Corporation believes to be creditworthy and by actively monitoring credit exposure and the financial health of the counterparties. The Corporation does not have a significant exposure to any individual third party.

Winston Capital Group Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019

6. Financial Instruments and Other Risks (continued)

Liquidity Risk

Liquidity risk refers to the risk that the Corporation will not be able to meet its financial obligations when they become due. The Corporation's management is responsible for reviewing liquidity resources to ensure funds are readily available to meet its financial obligations as they come due, as well as ensuring adequate funds exist to support business strategies and operations growth. The current assets reflected on the consolidated statements of financial position are highly liquid. As at December 31, 2020, the Corporation had current assets of $348,208 (2019 - $400,810) to settle current liabilities of $55,330 (2019 - $23,140).

7. Capital Disclosures

As at December 31, 2020, the Corporation was not subject to any regulatory capital requirements. The Corporation's defines its capital as shareholders’ equity.

The Corporation’s objectives when managing capital include:

(a) ensuring that the Corporation meets relevant regulatory capital requirements when applicable,
(b) ensuring that the Corporation is able to meet its financial obligations as they become due; and
(c) ensuring that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions.

Winston Capital Group Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019

8. Income Tax

The reconciliation of the combined Canadian federal and provincial statutory income tax rate of 26.5% (2019 - 26.5%) to the effective tax rate is as follows:

5%) to the effective tax rate is as follows:
	2020 $ 2019 $
Loss before income taxes Statutory income taxes	(84,792) (168,717) 26.5% 26.5% (22,470) (44,710) - - 22,470 17,820 (21,200) 48,090
Expected income tax recovery at statutory rate Non-deductible expenses Share issuance costs booked directly into equity Change in tax benefits not recogniz ed Income tax(recovery) expense
	- -

Deferred taxes are provided as a result of temporary differences that arise due to the differences between income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

	2020	2019
	$	$
Share issuance costs	48,000	64,000
Non-capital loss	226,210	183,330

The Canadian losses carry forwards expire as noted in the table below.

The capital loss carry forward may be carried forward indefinitely but can only be used to reduce capital gains. Share issue and financing costs will be fully amortized in 2023. Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can utilize the benefits therefrom.

The Company’s Canadian non-capital income tax losses expire as follows:

Year	Amount
	$
2038	7,960
2039	117,460
2040	100,790
Total	226,210

Winston Capital Group Inc. Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019

9. Related Party Transactions

Related parties include the Board of Directors, officers, close family members and enterprises which are controlled by these individuals as well as certain persons performing similar functions.

The aggregate compensation of key management and directors of the Corporation was as follows:

	2020	2019
	$	$
Share-basedpayment	-	67,258

APPENDIX "B" MANAGEMENT'S DISCUSSION AND ANALYSIS OF WINSTON CAPITAL GROUP INC. FOR THE YEARS ENDED DECEMBER 31, 2020 AND DECEMBER 31, 2019

Winston Capital Group Inc. (A Capital Pool Corporation) Management Discussion and Analysis

For the Year Ended December 31, 2020

Dated April 20, 2021

Winston Capital Group Inc. Management Discussion and Analysis

FORM 51-102F1

The following management’s discussion and analysis (“MD&A”) should be read in conjunction with the Corporation’s consolidated financial statements and notes thereto for the year ended December 31, 2020. Additional information relating to the Corporation is available on SEDAR at www.sedar.com.

This MD&A was prepared by management of Winston Capital Group Inc. (“the Corporation”) and was approved by the Board of Directors on April 20, 2021. All amounts are in Canadian dollars unless otherwise stated.

Certain statements contained in this document constitute “forward-looking statements”. When used in this document, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “propose”, “anticipate”, “believe”, used by any of the Corporation’s management, are intended to identify forward-looking statements. Such statements reflect the Corporation’s forecasts, estimates and expectations, as they relate to the Corporation’s current views based on their experience and expertise with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Corporation’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Corporation does not intend, and does not assume any obligation to, update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments unless required by applicable securities law.

COVID-19

Description of the Business

The Corporation was incorporated on October 22, 2018, by Certificate of Incorporation issued pursuant to the provisions of the Business Corporations Act (Alberta). The Corporation has been inactive between the date of incorporation and the date of the consolidated statement of financial position, other than issuance of share capital for cash. The Corporation is classified as a Capital Pool Corporation (“CPC”) as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The principal business of the Corporation will be to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction, by exercising of an option, or by any concomitant transaction. The purpose of such an acquisition is to satisfy the related conditions of a qualifying transaction under the Exchange rules.

The Corporation proposes to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction. Any proposed Qualifying Transaction must be accepted by the Exchange and in the case of a nonarm's Length Qualifying Transaction will also be subject to “Majority of the Minority Approval” as defined pursuant to the CPC Policy. The Corporation has not conducted commercial operations other than to begin the process of identifying potential acquisitions with a view to completing a Qualifying Transaction.

Until completion of a Qualifying Transaction, the Corporation will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a Qualifying Transaction. With the consent of the Exchange, this may include the raising of additional funds in order to finance an acquisition. Except as described under "Restrictions on Use of Proceeds" and "Private Placements for Cash", the funds raised pursuant to the Offering and any subsequent financing will be utilized only for the identification and evaluation of potential Qualifying Transactions and not for any deposit, loan or direct investment in a potential acquisition.

Winston Capital Group Inc. Management Discussion and Analysis

Description of the Business (continued)

The Corporation may use cash, secured or unsecured debt, issuance of treasury shares, public financing of debt or equity, or a combination of these, for the purpose of financing its proposed Qualifying Transaction. A Qualifying Transaction financed by the issue of treasury shares could result in a change in the control of the Corporation and may cause the shareholders' interest in the Corporation to be further diluted.

The board of directors of the Corporation must approve any proposed Qualifying Transaction. In exercising their powers and discharging their duties in relation to a proposed Qualifying Transaction, the directors must act honestly and in good faith with a view to the best interests of the Corporation and must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

The acquisition of, or participation in, companies, assets or businesses may arise in numerous ways. The Corporation has not established pre-determined criteria for such participations or acquisitions other than sound business fundamentals. Such fundamentals include but are not limited to: (i) the ratio of risk to reward; (ii) the potential for growth; (iii) the length of the payout period; and (iv) the rate of return.

The Corporation has not commenced commercial operations and has no assets other than cash and HST receivable.

Initial Public Offering

On February 28, 2019, the Corporation completed its initial public offering raising gross proceeds of $500,000. A total of 5,000,000 common shares in the capital of the Corporation were subscribed for at a price of $0.10 per Share. Mackie Research Capital Corporation acted as the agent for the offering. The Agent received a cash commission equal to 10% of the gross proceeds of the offering, a corporate finance fee and non-transferable options to purchase up to 500,000 shares at a price of $0.10 per share for a period of two years from the date the shares are first listed on the TSX Venture Exchange (the "TSXV"). Following the transaction, the Corporation has 7,500,000 shares issued and outstanding, with the directors, officers and seed shareholders of the Corporation, in aggregate, holding 2,500,000 shares which are subject to escrow restrictions. The Corporation has also granted 750,000 incentive stock options to its directors and officers which are exercisable for a period of ten years from the date of the grant at an exercise price of $0.10 per Share.

Qualifying Transaction

December 9, 2020, the Corporation announced that it had entered into a definitive agreement dated December 9, 2020 (the "Business Combination Agreement") with Merida Minerals Inc. ("Merida"), as previously announced on May 11, 2020. Pursuant to the Business Combination Agreement, Winston's wholly owned subsidiary, 2797200 Ontario Inc. ("Subco"), will amalgamate with Merida (the "Amalgamation") to complete the qualifying transaction (the "Transaction") in accordance with the policies of the Exchange. Upon completion of the Amalgamation, the resulting issuer will be known as "Merida Minerals Inc." (the "Resulting Issuer") and the Resulting Issuer will continue the business of Merida. The Transaction is subject to the receipt of all necessary regulatory approvals and shareholder approvals required by applicable corporate law, including the approval of the shareholders of Merida, as well as the satisfaction of conditions to closing as set out in the Business Combination Agreement.

Winston Capital Group Inc. Management Discussion and Analysis

Selected Financial Information

The following selected financial data is derived from the recently completed audited consolidated financial statements the Corporation.

	As at Dec 31, 2020	As at Dec 31, 2019
	$	$
Net Income (loss) for the year	(84,792)	(168,717)
Comprehensive loss for the year	(84,792)	(168,717)
Non-Current assets	Nil	Nil
Current assets	348,208	400,810
Non-Current liabilities	Nil	Nil
Current liabilities	55,330	23,140
Working capital	292,878	377,670
Deferred income tax	Nil	Nil
Share capital	518,547	518,547
Warrants	26,449	26,449
Shareholders’ equity	292,878	377,670

The Corporation does not have any operations and will not conduct any business other than the identification and evaluation of business and assets for potential acquisition.

Winston Capital Group Inc. Management Discussion and Analysis

Results of Operations

For the period ended December 31, 2020, the Corporation realized a loss of $84,792 (2019:$168,717). During the period ended December 31, 2020, the Corporation focused its efforts on assessing opportunities to execute its qualifying transaction.

Professional and Administrative Fees

During the period ended December 31, 2020, the Corporation incurred legal and professional fees totaling $84,792 (2019:$101,459). These fees relate directly to the maintenance of the Corporation’s compliance requirements as well as costs associated with a qualifying transaction.

Liquidity, Capital Resources and Financial Position

As at December 31, 2020, the Corporation had a total of $342,663 (2019:$400,810) cash available to pay current liabilities of $55,330 (2019:$23,140). Current liabilities consist of accounts payable and accrued liabilities for accounting and legal fees incurred. The Corporation anticipates generating negative cash flows from operating activities on a quarterly basis until a Qualifying Acquisition has been completed and the Corporation generates revenue.

The Corporation may not have sufficient funds to secure such businesses or assets once identified and evaluated and additional funds may be required. The CPC Policy provides that until Completion of the Qualifying Transaction and except as otherwise provided in the CPC Policy, a Maximum of the lesser of (i) 30% of the gross proceeds realized by the Corporation in respect of the sale of its securities, and (ii) $210,000, may be used for purposes other than evaluating businesses or assets.

If the Corporation requires additional funding for ongoing expenses or costs in connection with a potential Qualifying Acquisition, the Corporation may seek funding by way of unsecured loans from its Sponsor, which loans would, unless approved otherwise by the TSX, bear interest at no more than prime rate plus 1%. Otherwise, and subject to any relief granted by the TSX, the Corporation may seek to raise additional funds through a rights offering of shares available to its shareholders, in accordance with the requirements of applicable securities legislation, and subject to placing the required funds raised in the escrow account in accordance with applicable TSX rules. Other than the foregoing, the Corporation will not be able to obtain any form of debt or equity financing other than in accordance with applicable securities laws and only with the consent of the TSX. There is no assurance that the Corporation’s plans to raise capital or to consummate a Qualifying Acquisition will be successful.

The Corporation has not entered into any off-balance sheet financing arrangements and has not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets. Further, the Corporation has no contractual or purchase type of obligations other than those reported in the Corporation’s consolidated statement of financial position as of December 31, 2020.

Related Party

There were no transactions with related parties during the period ended December 31, 2020.

Winston Capital Group Inc. Management Discussion and Analysis

Share Capital

Authorized: Unlimited number of voting Common Shares

Issued Common Shares	Number of Shares	$
Issued on incorporation	-	-
Issued at $0.05 per share (i)	2,500,000	125,000
Balance December 31, 2018	2,500,000	125,000
Issued at $0.10 per share (ii)	5,000,000	500,000
Share issue costs		(80,004)
Broker warrants		(26,449)
Balance December 31, 2020	7,500,000	518,547

i. The Corporation has issued 2,500,000 Common Shares subject to an escrow agreement whereby 10% of the shares will be released upon completion and approval of the Corporation’s qualifying transaction. An additional 15% of the escrowed Common shares will be released on each six- month anniversary thereafter unless otherwise permitted by the Exchange. Common Shares issued upon the exercise of options held by officers and directors are subject to the same escrow conditions. These founder Common Shares, which are considered contingently issuable until the Corporation completes a Qualifying Transaction, are not considered to be outstanding for the purpose of the loss per share calculation.

ii. On February 28, 2019, the Corporation completed its initial public offering and raised gross proceeds of $500,000 through the issuance of 5,000,000 Common Shares at a price of $0.10 per share.

The Corporation granted Agent’s Options (the “Agent’s Options”) which entitles the Agent to purchase in aggregate up to 500,000 Common Shares at an exercise price $0.10 per Common Share. The Agent’s Options will expire 24 months from the date the Common Shares were listed on the TSX Venture. The Agent also received a cash commission equal to 10% of the gross proceeds of the Offering, a corporate finance fee of $25,000 and was reimbursed for its legal fees and reasonable expenses.

Winston Capital Group Inc. Management Discussion and Analysis

Risk and Uncertainties

The Corporation has a limited history of existence. There can be no assurance that a Qualifying Transaction will be completed. Equity or debt financing may be required to complete a Qualifying Transaction. There can be no assurance that the Corporation will be able to obtain adequate financing to continue. The securities of the Corporation should be considered a highly speculative investment. The following risk factors should be given special consideration when evaluating an investment in any of the Corporation's securities:

a) until completion of a Qualifying Transaction, the Corporation is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;

b) the Corporation has had no business activity and has not acquired any material assets since its incorporation other than cash;

c) the Corporation does not have a history of earnings, nor has it paid any dividends and will not generate earnings or pay dividends until at least after the completion of the Qualifying Transaction;

d) the Corporation has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Corporation will be able to identify a suitable Qualifying Transaction;

e) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Corporation will be able to successfully complete the transaction;

f) the Qualifying Transaction may be financed in all or part by the issuance of additional securities by the Corporation and this may result in further dilution to the investor, which dilution may be significant, and which may also result in a change of control of the Corporation;

g) there can be no assurance that an active and liquid market for the common shares will develop and an investor may find it difficult to resell its common shares;

h) if the Corporation fails to complete a Qualifying Transaction within 24 months of listing, the Exchange could suspend or delist the common shares of the Corporation and an interim cease trade order may be issued against the Corporation’s securities by an applicable securities commission if its common shares are suspended from trading on or delisted from the Exchange or otherwise; and

i) the Corporation competes with other Capital Pool Companies that are seeking suitable Qualifying Transactions. In addition, other Capital Pool Companies may have substantially greater financial and technical resources than the Corporation.

Winston Capital Group Inc. Management Discussion and Analysis

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable, but not absolute, assurance that all material information is obtained, analyzed and reported to senior management on a timely basis in order for management to make reasonable decisions regarding public disclosure.

The Corporation’s certifying officers, the Chief Executive Officer and the Chief Financial Officer, have reviewed the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures. Based on their review, they have concluded that the Corporation’s disclosure controls and procedures, as defined in National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Regulators, were effective and provide reasonable assurance that information required to be disclosed in interim, annual and special filings are submitted under Canadian securities laws and are recorded, processed, summarized and reported in a timely fashion.

COVID-19

The worldwide pandemic situation of Covid-19 has caused significant future uncertainty. Business interruption due to government mandated closure of non-essential services, self-isolation, quarantine and other measures by businesses and people in general have led to disruption to worldwide commercial activity. The impact of the pandemic situation to the economy, various industries and the environment in which the Corporation currently operates cannot be assessed at present. Federal and Provincial Governments are taking bold measures to bring it under control, however, the timeframe as to when the pandemic will be brought under control and the return to normalcy is not determinable at present.

Other Information

The policies of the TSX Venture Exchange prohibit Capital Pool Companies from carrying on formal investor relations activities. Corporate communications and investor inquiries are handled by the Directors of the Corporation. Additional information about the Corporation is available on SEDAR at www.sedar.com.

CORPORATE INFORMATION

CONTACT

Head Office

Winston Capital Group Inc. 1600, 333 – 7th Avenue S.W. Calgary, Alberta T2P 2Z1 Tel: (587) 393-1990 Fax: (587) 4393-5812 E-Mail: [email protected]

AUDITORS

MNP LLP Mississauga, Ontario

Directors

Bruce Bent John Gamble Michael White David Woolford

TRANSFER AGENT

TSX Trust Company Calgary, Alberta

APPENDIX "C" UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS OF WINSTON CAPITAL GROUP INC. AS AT AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

Winston Capital Group Inc. (A Capital Pool Corporation)

Condensed Consolidated Interim Financial Statements For the Nine Months Ended September 30, 2021 and 2020

(Expressed in Canadian Dollars)

(UNAUDITED)

Winston Capital Group Inc.

Condensed Consolidated Interim Financial Statements For the Nine Months Ended September 30, 2021 (Expressed in Canadian Dollars)

Statements of Financial Position	1
Statements of Operations and Comprehensive Loss	2
Statements of Changes in Shareholders’ Equity	3
Statements of Cash Flow	4
Notes to the Condensed Consolidated Interim Financial Statements	5-12

Winston Capital Group Inc. Consolidated Interim Statements of Financial Position As At September 30, 2021 and December 31, 2020

		As at September 30,	As a Dec 31,	As a Dec 31,
		2021		2020
	Notes	(unaudited) $		(audited) $
Assets
Current Assets
Cash	2	246,989		342,663
Accounts receivable		11,218		5,545
		258,207		348,208
Liabilities and Shareholders’ Equity
Current Liabilities
Accountspayable and accrued liabilities	2	5,544		55,330
		5,544		55,330
Shareholders’ Equity
Share capital	4	518,547		518,547
Warrants	4	26,449		26,449
Contributed surplus		67,258		67,258
Deficit		(359,591)	(319,376)
		252,663		292,878
		258,207		348,208

Approved on behalf of the Board

“Bruce Bent” , Director

“John Gamble” , Director

The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.

Winston Capital Group Inc. Consolidated Interim Statements of Operations and Comprehensive Loss For the Three and Nine Months Ended September 30, 2021 and 2020

		Three Months Ended	Three Months Ended	Nine Months Ended	Nine Months Ended
	Note	Sept 30,	Sept 30,	Sept 30,	Sept 30,
		2021	2020	2021	2020
		$	$	$	$
Revenue
Misc. revenue		-	-	-	$13,115
Expenses
Professional and administrative		5,838	$18,333	40,215	$48,516
Stock-based compensation	2	-	-	-	-
Net and Comprehensive loss		(5,838)	(18,333)	(40,215)	(35,401)
Basic and diluted weighted average
number of shares:	2	7,500,000	7,500,000	7,500,000	7,500,000
Basic and diluted loss per share:		($0.000)	($0.002)	($0.005)	($0.005)

The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.

Winston Capital Group Inc.

Consolidated Interim Statement of Changes in Shareholders’ Equity For the Nine Months Ended September 30, 2021

	Common	Common	Warrants	Contributed		Total Shareholders'
	Shares	Shares		Surplus	(Deficit)	Equity
	Amount	$	$	$	$	$
Balance at October 22, 2018 (Inception)	-	-	-	-	-	-
Common shares issued for cash	2,500,000	125,000	-	-	-	125,000
Net and comprehensive loss for the period	-	-	-	-	(65,867)	(65,867)
Balance at December 31, 2018	2,500,000	125,000	-	-	(65,867)	(59,133)
Common shares issued for cash	5,000,000	500,000	-	-	-	500,000
Stock-based compensation	-	-	-	7,983	-	7,983
Net and comprehensive loss for the period	-	-	-	-	(118,515)	(118,515)
Balance at March 31, 2019	7,500,000	625,000	-	7,983	(184,382)	448,601
Share issue costs	-	(80,004)	-	-	-	(80,004)
Issuance of broker warrants	-	(26,449)	26,449	-	-	-
Stock-based compensation	-	-	-	59,275	-	59,275
Net and comprehensive loss for the period	-	-	-	-	(50,202)	(50.202)
Balance at December 31, 2019	7,500,000	518,547	26,449	67,258	(234,584)	377,670
Net and comprehensive loss for the period	-	-	-	-	(35,401)	(35,401)
Balance at September 30, 2020	7,500,000	518,547	26,449	67,258	(269,985)	342,269
Net and comprehensive loss for the period	-	-	-	-	(49,391)	(49,391)
Balance at December 31, 2020	7,500,000	518,547	26,449	67,258	(319,376)	292,878
Net and comprehensive loss for the period	-	-	-	-	(40,215)	(40,215)
Balance at September 30, 2021	7,500,000	518,547	26,449	67,258	(359,591)	252,663

The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.

Winston Capital Group Inc. Consolidated Interim Statements of Cash Flows For the Nine Months Ended September 30, 2021 and 2020 (Unaudited)

	Three Months Ended	Three Months Ended	Nine Months Ended	Nine Months Ended
	Sept 30	Sept 30	Sept 30	Sept 30
	2021	2020	2021	2020
	$ $		$	$
Operating activities
Net loss for the period	(5,838)	(18,333)	(40,215)	(35,401)
Non-cash stock-based comp expense	-	-	-	-
Changes in non-cash working capital
Accounts receivable	(308)	(343)	(5,673)	(5,234)
Accounts payable and accrued liabilities	(487)	11,464	(49,786)	(3,676)
	(6,634)	(7,212)	(95,674)	(44,311)
Net Increase (decrease) in cash	(6,634)	(7,212)	(95,674)	(44,311)
Cash, beginning of period	253,624	363,711	342,663	400,810
Cash, end ofperiod	246,989	356,499	246,989	356,499

The accompanying notes form an integral part of these unaudited condensed consolidated interim financial statements.

Winston Capital Group Inc. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended September 30, 2021 and 2020

1. Company Information and Formation

The head office and registered office of the Corporation is located at Suite 1600, 333–7th Avenue SW, Calgary Alberta, T2P 2Z1.

On March 5, 2019, the Corporations shares commenced trading on the Toronto Venture Exchange under the stock symbol "WNST.P".

Pursuant to the Business Combination Agreement signed on May 11, 2020, Winston's wholly owned subsidiary, 2797200 Ontario Inc. ("Subco"), will amalgamate with Merida (the "Amalgamation") to complete the qualifying transaction (the "Transaction") in accordance with the policies of the Exchange. Upon completion of the Amalgamation, the resulting issuer will be known as "Merida Minerals Inc." (the "Resulting Issuer") and the Resulting Issuer will continue the business of Merida. Merida is a mineral exploration company focused on developing the long-term mining potential of the ZnCu-Pb enriched Puebla de la Reina ("PBR") property in the lowrisk and historic mining district in Southwest Spain. The Transaction is subject to the receipt of all necessary regulatory approvals and shareholder approvals required by applicable corporate law, including the approval of the shareholders of Merida, as well as the satisfaction of conditions to closing as set out in the Business Combination Agreement.

These Condensed Consolidated Interim Financial Statements were approved by the Board of Directors on February 14, 2022.

Winston Capital Group Inc. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended September 30, 2021 and 2020

2. Basis of Presentation

a) Statement of Compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”) using accounting policies consistent with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). Accordingly, they do not include all of information required for full annual financial statements and should be read in conjunction with the audited financial statements for the year ended December 31, 2020. The accounting policies adopted are consistent with those of the previous financial year and the corresponding interim reporting period.

b) Basis of Presentation

The condensed consolidated interim financial statements of the Corporation are prepared on a going concern basis. The Corporation’s functional and presentation currency is Canadian dollars.

c) Cash

Cash includes bank deposits at a reputable financial institution in Canada.

d) Financial Instruments

Financial Assets

The Corporation’s financial assets consist of cash, which are measured at FVTPL, and amounts receivable measured at amortized cost.

Amortized Cost

Fair value through profit or loss

Financial assets classified as FVTPL are measured at fair value with changes in fair value recognized in net profit or loss.

Classification

Winston Capital Group Inc. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended September 30, 2021 and 2020

2. Significant Accounting Policies (continued)

Impairment of Financial Assets

Financial Liabilities

The Corporation’s financial liabilities consist of accounts payable and accrued liabilities. Accounts payable and accrued liabilities are measured at amortized cost.

Amortized Cost

Derecognition of Financial Liabilities

The Corporation de-recognizes financial liabilities when the obligations are discharged, cancelled or expire.

e) Deferred Taxes

Deferred tax is recognized in respect of all qualifying temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined on a nondiscounted basis using tax rates and laws that have been enacted or substantively enacted at the end of the reporting period and are expensed to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that it is probable that the assets can be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

Winston Capital Group Inc. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended September 30, 2021 and 2020

2. Significant Accounting Policies (continued)

f) Other Comprehensive Income (Loss)

g) Loss per Share

Per IAS 33 "Earnings per Share" applies to a corporation whose common shares or potential common shares are traded in a public market or that files, or is in the process of filing, its financial statements with a securities commission or other regulatory organization for the purpose of issuing common shares in a public market. Loss per share is computed by dividing the loss for the period by the weighted average number of common shares outstanding during the period, including contingently issuable shares which are included when the conditions necessary for issuance have been met and excluding shares that are contingently returnable (ie subject to recall) until the date the shares are no longer subject to recall. Diluted loss per share is calculated in a similar manner, except that the weighted average number of common shares outstanding is increased to include potentially issuable common shares from the assumed exercise of common share purchase options and warrants, if dilutive. In order to calculate loss per share in these condensed consolidated interim financial statements, the Corporation has calculated the weighted average number of shares outstanding for the periods ended September 30, 2021 and September 30, 2020. During the periods ended September 30, 2021 and September 30, 2020, the Corporation's outstanding stock options and agent's warrants were anti-dilutive.

h) Share-Based Payments

Any consideration paid on exercise of share options and warrants is credited to share capital. The contributed surplus resulting from share-based compensation is transferred to share capital when the options and warrants are exercised. Share-based payments granted to non-employees are measured at the fair value of goods received unless that cannot be reasonably estimated in which case the fair value of the equity instrument is used.

Winston Capital Group Inc. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended September 30, 2021 and 2020

2. Significant Accounting Policies (continued)

i) Significant Accounting Judgments and Estimates

The preparation of financial statements in conformity with IFRS requires management to make certain judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. These condensed consolidated interim financial statements include estimates, that, by their nature, are uncertain. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.

3. Cash Restriction

The proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than $3,000 per month may be used to cover administrative and general expenses of the Corporation. These restrictions apply until completion of a Qualifying Transaction by the Corporation as defined under the Exchange Policy 2.4.

4. Share Capital

i) Common Shares Authorized:

Unlimited number of common shares.

ii) Common Share Rights:

The holders of common shares are entitled to vote at meetings of shareholders, receive dividends, and are subject to the prior rights, privileges and conditions attaching to the special shares, to receive the remaining property of the corporation upon dissolution, liquidation or winding up of the corporation.

iii) Common Shares Issued:

7,500,000 common shares with no par value.

Between October 22, 2018 and December 31, 2018, the Corporation raised $125,000 by issuing 2,500,000 founders’ shares at $0.05 per share. All of these common shares issued are held in escrow until completion of a Qualifying Transaction. 25% of the common shares held in escrow will be released on the issuance of the Final Exchange Bulletin (as defined under the policies of the Exchange) and an additional 25% will be released every 6 months following the initial release. These common shares are considered contingently returnable until the Corporation completes a Qualifying Transaction and are not considered to be outstanding for the purpose of the loss per share calculation.

Winston Capital Group Inc. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended September 30, 2021 and 2020

4. Share Capital (continued)

Convertible Securities

Warrant and Option Valuation

Common Share Purchase Warrants

During the period ended September 30, 2021 the Corporation granted Nil (2020: Nil) common share purchase warrants and none remain outstanding.

5. Stock Options

Winston Capital Group Inc. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended September 30, 2021 and 2020

5. Stock Options (continued)

The following tables provides information about outstanding stock options at September 30, 2021:

2021 2020 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $	2021 2020 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $
Beginning balance 750,000 0.10 - - Issued - - 750,000 0.10 Exercised - - - - Forfeited - - - -
Ending balance 750,000 0.10 750,000 0.10
	Exercisable options Weighted average remaininglife(years) Number of options Exercise price $ 7.6 750,000 0.10 7.6 750,000 0.10

6. Financial Instruments and Other Risks

IFRS 7 establishes a fair value hierarchy that reflects the significance of inputs used in making fair value measurements as follows:

Level 1 quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date;

Level 2 inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (ie. as prices) or indirectly (ie. from derived prices); and

Level 3 inputs for the asset or liability that are not based upon observable market data.

Assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

As at September 30, 2021 and 2020, the Corporation’s cash was classified as Level 1 measurement. As at September 30, 2021 and 2020, the Corporation had no financial instruments classified at Level 2 and Level 3.

Fair Values

The Corporation’s risk exposures and the impact on the Corporation’s financial instruments are summarized below:

Winston Capital Group Inc. Notes to the Condensed Consolidated Interim Financial Statements For the Nine Months Ended September 30, 2021 and 2020

6. Financial Instruments and Other Risks (continued)

Market Risk

Interest Rate Risk

Credit Risk

Liquidity Risk

Liquidity risk refers to the risk that the Corporation will not be able to meet its financial obligations when they become due. The Corporation's management is responsible for reviewing liquidity resources to ensure funds are readily available to meet its financial obligations as they come due, as well as ensuring adequate funds exist to support business strategies and operations growth. The current assets reflected on the consolidated interim statements of financial position are highly liquid. As at September 30, 2021, the Corporation had current assets of $258,207 (December 31, 2020 - $348,208) to settle current liabilities of $5,544 (December 31, 2020 - $55,330).

7. Capital Disclosures

As at September 30, 2021, the Corporation was not subject to any regulatory capital requirements. The Corporation's defines its capital as shareholders’ equity.

The Corporation’s objectives when managing capital include:

(a) ensuring that the Corporation meets relevant regulatory capital requirements when applicable,
(b) ensuring that the Corporation is able to meet its financial obligations as they become due; and (c) ensuring that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions.

APPENDIX "D" MANAGEMENT'S DISCUSSION AND ANALYSIS OF WINSTON CAPITAL GROUP INC. AS AT AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

Winston Capital Group Inc. (A Capital Pool Corporation) Management Discussion and Analysis

For the Nine Months Ended September 30, 2021

Winston Capital Group Inc. Management Discussion and Analysis

FORM 51-102F1

The following management’s discussion and analysis (“MD&A”) should be read in conjunction with the Corporation’s condensed consolidated interim financial statements and notes thereto for the period ended September 30, 2021. Additional information relating to the Corporation is available on SEDAR at www.sedar.com.

This MD&A was prepared by management of Winston Capital Group Inc. (“the Corporation”) and was approved by the Board of Directors on February 14, 2022. All amounts are in Canadian dollars unless otherwise stated.

COVID-19

Description of the Business

Winston Capital Group Inc. Management Discussion and Analysis

Description of the Business (continued)

The Corporation has not commenced commercial operations and has no assets other than cash and HST receivable.

Initial Public Offering

Qualifying Transaction

Winston Capital Group Inc. Management Discussion and Analysis

Selected Financial Information

The following selected financial data is derived from the recently completed unaudited condensed consolidated interim financial statements the Corporation.

	Three	Months Ended	Nine	Months Ended
	Sept 30,	Sept 30,	Sept 30,	Sept 30,
	2021	2020	2021	2020
	$	$	$	$
Net loss for the period	(5,838)	(18,333)	(40,215)	(35,401)
Comprehensive loss for the period	(5,838)	(18,333)	(40,215)	(35,401)
Current assets	258,207	361,733	258,207	361,733
Current liabilities	5,544	19,464	5,544	19,464
Working capital	252,663	342,269	252,663	342,269
Share capital	518,547	518,547	518,547	518,547
Warrants	-	26,449	-	26,449
Shareholders’ equity	252,663	342,269	252,663	342,269

The Corporation does not have any operations and will not conduct any business other than the identification and evaluation of business and assets for potential acquisition.

Winston Capital Group Inc. Management Discussion and Analysis

Results of Operations

For the period ended September 30, 2021, the Corporation realized a loss of $40,215 (2020: $35,401). During the period ended September 30, 2021, the Corporation focused its efforts on assessing opportunities to execute its qualifying transaction.

Professional and Administrative Fees

During the period ended September 30, 2021, the Corporation incurred legal and professional fees totaling $20,102 (2020: $48,516). These fees relate directly to the maintenance of the Corporation’s compliance requirements as well as costs associated with a qualifying transaction.

Liquidity, Capital Resources and Financial Position

As at September 30, 2021, the Corporation had a total of $246,989 (2020: $356,499) cash available to pay current liabilities of $5,544 (2020: $19,464). Current liabilities consist of accounts payable and accrued liabilities for accounting and legal fees incurred. The Corporation anticipates generating negative cash flows from operating activities on a quarterly basis until a Qualifying Acquisition has been completed and the Corporation generates revenue.

The Corporation has not entered into any off-balance sheet financing arrangements and has not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets. Further, the Corporation has no contractual or purchase type of obligations other than those reported in the Corporation’s consolidated interim statement of financial position as of September 30, 2021.

Related Party

There were no transactions with related parties during the period ended September 30, 2021.

Winston Capital Group Inc. Management Discussion and Analysis

Share Capital

Authorized: Unlimited number of voting Common Shares

Issued Common Shares	Number of Shares	$
Issued on incorporation	-	-
Issued at $0.05 per share (i)	2,500,000	125,000
Balance December 31, 2018	2,500,000	125,000
Issued at $0.10 per share (ii)	5,000,000	500,000
Share issue costs		(80,004)
Broker warrants		(26,449)
Balance September 30, 2021	7,500,000	518,547

ii. On February 28, 2019, the Corporation completed its initial public offering and raised gross proceeds of $500,000 through the issuance of 5,000,000 Common Shares at a price of $0.10 per share.

Winston Capital Group Inc. Management Discussion and Analysis

Risk and Uncertainties

a) until completion of a Qualifying Transaction, the Corporation is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions;

b) the Corporation has had no business activity and has not acquired any material assets since its incorporation other than cash;

e) even if a proposed Qualifying Transaction is identified, there can be no assurance that the Corporation will be able to successfully complete the transaction;

g) there can be no assurance that an active and liquid market for the common shares will develop and an investor may find it difficult to resell its common shares;

Winston Capital Group Inc. Management Discussion and Analysis

Disclosure Controls and Procedures

Other Information

CORPORATE INFORMATION

CONTACT

Head Office

Winston Capital Group Inc. 1600, 333 – 7th Avenue S.W. Calgary, Alberta T2P 2Z1 Tel: (587) 393-1990 Fax: (587) 4393-5812 E-Mail: [email protected]

AUDITORS

MNP LLP

Mississauga, Ontario

Directors

Bruce Bent John Gamble Michael White David Woolford

TRANSFER AGENT

TSX Trust Company Calgary, Alberta

APPENDIX "E"

AUDITED FINANCIAL STATEMENTS OF MERIDA MINERALS INC. FOR THE YEARS ENDED JUNE 30, 2020 AND JUNE 30, 2021

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MERIDA MINERALS INC.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2021

(Expressed in Canadian Dollars)

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INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Merida Minerals Inc.

Opinion

We have audited the financial statements of Merida Minerals Inc. (the “Company”), which comprise the consolidated statements of financial position as at June 30, 2021 and 2020, and the consolidated statements of loss and comprehensive loss, changes in deficiency and cash flows for the years then ended and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 to the financial statements, which describes matters and conditions that indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises the information included in Management’s Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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DALE MATHESON CARR-HILTON LABONTE LLP CHARTERED PROFESSIONAL ACCOUNTANTS

Vancouver, BC

December 20, 2021

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Merida Minerals Inc.

Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

Merida Minerals Inc. Consolidated Statements of Financial Position (Expressed in Canadian dollars)
	As at	As at
	June 30, 2021	June 30, 2020
ASSETS
Current assets
Cash	$ 161,790	$ 32,147
Prepaid expenses	5,622	-
TOTAL ASSETS	$ 167,412	$32,147
LIABILITIES AND DEFICIENCY
Current liabilities
Accounts payable and accrued liabilities	$ 67,830	$ 344,745
Due to related parties (note 7)	341,288	498,961
	409,118	843,706
Non-current liabilities
Loan payable (note 6)	45,088	24,000
Total liabilities	454,206	867,706
Deficiency
Share capital (note 8)	2,235,221	348,875
Shares to be issued (note 8)	-	25,000
Contributed surplus	51,200	51,200
Accumulated other comprehensive income (loss)	(20,346)	2,700
Deficit	(2,552,869)	(1,263,334)
Total deficiency	(286,794)	(835,559)
TOTAL LIABILITIES AND DEFICIENCY	$ 167,412	$32,147

Going concern (note 1)

Approved and authorized for issue by the Board of Directors on December 20, 2021

Signed:

“Norman Brewster”, Director

“Rahim Allani”, Director

The accompanying notes are an integral part of these consolidated financial statements.

Merida Minerals Inc.

Consolidated Statements of Loss and Comprehensive Loss For the years ended June 30, 2021 and 2020 (Expressed in Canadian dollars)

Merida Minerals Inc. Consolidated Statements of Loss and Comprehensive Loss For the years ended June 30, 2021 and 2020 (Expressed in Canadian dollars)
	2021	2020
Expenses
General and corporate (note 7)	$ 998,871	$ 769,278
Exploration expenses (note 5)	76,132	221,890
Share-based compensation (notes 7 and 8)	-	44,052
	(1,075,003)	(1,035,220)
Other items
Impairment of exploration assets (note 5)	(230,000)	-
Net loss	$ (1,305,003)	$ (1,035,220)
Other comprehensive income/ (loss)
Items that may be reclassified to profit or loss
Foreign currency translation gain(loss)	(23,046)	9,011
Comprehensive loss	$(1,328,049)	$ (1,026,209)
Lossper share, basic and diluted	$(0.03)	$ (0.02)
Weighted average number of common shares outstanding, basic
and diluted	39,706,977	44,399,949

The accompanying notes are an integral part of these consolidated financial statements.

Merida Minerals Inc. Consolidated Statements of Changes in Deficiency

(Expressed in Canadian dollars)

					Accumulated
					other
			Shares to be	Contributed	comprehensive
	Share capital	Share capital	issued	surplus	income(loss)	Deficit	Total
	#	$	$	$	$	$	$
Balance June 30, 2019	41,150,001	222,250	-	7,148	(6,311)	(228,114)	(5,027)
Shares issued under private placement	6,331,250	126,625	-	-	-	-	126,625
Share based compensation	-	-	-	44,052	-	-	44,052
Shares to be issued	-	-	25,000	-	-	-	25,000
Foreign currency translation	-	-	-	-	9,011	-	9,011
Net loss	-	-	-	-	-	(1,035,220)	(1,035,220)
Balance June 30, 2020	47,481,251	348,875	25,000	51,200	2,700	(1,263,334)	(835,559)
Balance June 30, 2020	47,481,251	348,875	25,000	51,200	2,700	(1,263,334)	(835,559)
Shares issued under private placement	3,179,850	317,985	(25,000)	-	-	-	292,985
Share issue costs	-	(7,000)	-	-	-	-	(7,000)
Shares issued for debt settlement	13,095,725	1,309,573	-	-	-	-	1,309,573
Share cancellation	(21,380,000)	(155,650)	-	-	-	-	(155,650)
Amendment to price of private placement	-	191,438	-	-	-	-	191,438
Shares issued for property acquisition	2,300,000	230,000	-	-	-	-	230,000
Shareholder's contribution	-	-	-	-	-	15,468	15,468
Foreign currency translation	-	-	-	-	(23,046)	-	(23,046)
Net loss	-	-	-	-	-	(1,305,003)	(1,305,003)
Balance June 30, 2021	44,676,826	2,235,221	-	51,200	(20,346)	(2,552,869)	(286,794)

The accompanying notes are an integral part of these consolidated financial statements.

Merida Minerals Inc. Consolidated Statements of Cash Flows For the years ended June 30, 2021 and 2020

(Expressed in Canadian dollars)

	2021	2020
Cash flow from operating activities
Net loss	$ (1,305,003)	$ (1,035,220)
Items not affecting cash:
Impairment of exploration assets	230,000	-
Share-based compensation	-	44,052
Shares issued for services	463,601	-
Interest accretion expense	556	-
Changes in non-cash working capital:
Accounts payable and accrued liabilities	(126,647)	310,708
Prepaid expenses	(5,622)	-
Due to related parties	341,597	498,961
Total cash flows used in operating activities	(401,518)	(181,499)
Cash flow from financing activities
Issue of common shares	477,423	126,625
Proceeds from loans - net	60,000	24,000
Proceeds for shares to be issued	-	25,000
Total cash flows provided by financing activities	537,423	175,625
Effect of exchange rate changes on cash	(6,262)	9,011
Net change in cash	129,643	3,137
Cash, beginning balance	32,147	29,010
Cash, ending balance	$ 161,790	$32,147
Supplemental cash flow information
Non-cash financing and investing activities
Shares issued for property acquisition	$ 230,000	-
Shares issued for debt settlement	$ 1,309,573	-
Shares issued for receipts received in theprioryear	$ 25,000	-

The accompanying notes are an integral part of these consolidated financial statements.

Merida Minerals Inc. Notes to Consolidated Financial Statements For the year ended June 30, 2021 (Expressed in Canadian dollars)

1. NATURE OF BUSINESS AND GOING CONCERN

Nature of business

Merida Minerals Inc. (the “Company” or “Merida”) was incorporated as 2649385 Ontario Inc., on August 8, 2018, under the Business Corporations Act (Ontario) and carries on business in the acquisition, exploration and development of mineral properties in Spain. On September 4, 2019, the Company changed its name to Merida Minerals Inc. The Company’s registered and head office is located at 15 Toronto Street, Suite 602, Toronto, Ontario, M5C2E3.

The Company entered into a definitive agreement dated December 9, 2020 (the "Business Combination Agreement") with Winston Capital Group Inc. ("Winston"). Pursuant to the Business Combination Agreement, Winston's wholly owned subsidiary, 2797200 Ontario Inc. ("Subco"), will amalgamate with Merida (the "Amalgamation") to complete the qualifying transaction (the "Transaction") of Winston in accordance with the policies of the Exchange. Upon completion of the Amalgamation, the resulting issuer will be known as "Merida Minerals Inc." (the "Resulting Issuer") and the Resulting Issuer will continue the business of Merida. The Transaction is subject to the receipt of all necessary regulatory approvals and shareholder approvals required by applicable corporate law, including the approval of the shareholders of Merida, as well as the satisfaction of conditions to closing as set out in the Business Combination Agreement. Concurrent with the Transaction, the Company will complete a private placement financing for minimum gross proceeds to Merida of $692,526 through the sale of a minimum of 4,616,840 Units. Each Unit will comprise of one (1) common share and one half of one (1/2) warrant. Each warrant shall be exercisable for a period of 24 months from the date of issuance at an exercise price of $0.30 per common share.

Going concern assumption

These consolidated financial statements are prepared on a going concern basis, which contemplates that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations in the foreseeable future.

As at June 30, 2021, the Company recorded a net loss of $1,305,003 and had a working capital deficiency of $241,706 and an accumulated deficit of $2,552,869. The Company will continue to seek the funding necessary to enable it to carry on as a going concern, but management cannot provide assurance that the Company will be able to raise additional debt and/or equity capital or conclude a corporate transaction. If the Company is unable to raise additional funds in the immediate future, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favourable terms and/or pursue other remedial measures or cease operations. These factors indicate the existence of material uncertainties that may cast significant doubt upon the Company’s ability to continue as a going concern. Management is aware, in making its assessment of material uncertainties related to events or conditions that cast significant doubt upon the entity’s ability to continue as a going concern.

These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities that would be necessary if the Company were unable to obtain adequate financing. Changes in future conditions could require material write-downs to the carrying value of the exploration and evaluation assets. Such adjustments could be material.

The recoverability of the costs incurred to date on exploration and evaluation project is dependent upon the existence of economically recoverable reserves, maintaining title and beneficial interest in the properties, the ability of the Company to obtain the necessary financing to complete the exploration and development of its properties and upon future profitable production or proceeds from the disposition of the properties and deferred exploration expenditures. The Company will periodically have to raise funds to continue operations and, although it has been successful in doing so in the past, there is no assurance it will be able to do so in the future.

Merida Minerals Inc. Notes to Consolidated Financial Statements For the year ended June 30, 2021 (Expressed in Canadian dollars)

2. BASIS OF PRESENTATION AND STATEMENT OF COMPLIANCE

Basis of presentation

The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Issues Committee (“IFRIC”).

These financial statements have been prepared on a historical cost basis, modified where applicable. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

These financial statements were approved by the Board of Directors of the Company on December 20, 2021.

Basis of consolidation

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. Subsidiaries are entities controlled by the Company. Control over a subsidiary is defined to exist when the Company is exposed to variable returns from involvement with an investee and has the ability to affect the returns through power over the investee. Details of wholly owned subsidiary are as follows:

		Percentage owned
Entity	Country of incorporation	As of June 30, 2021
La Joya Mineral S.L.U.(“La Joya”)	Spain	100%

All transactions and balances between companies are eliminated upon consolidation, including unrealized gains and losses on transactions between the companies.

Functional and presentation currency

In concluding on the functional currency of the parent and its subsidiary, management considered the currency of the primary economic environment in which the entity operates and has been determined for each entity within the Company. The Company also considered secondary indicators including the currency in which funds from financing activities are denominated, the currency in which funds are retained and whether the activities of the subsidiaries are carried out as an extension of the Company or if they are carried out with a degree of autonomy. The presentation and functional currency of the Company is Canadian dollars. The functional currency of La Joya is the Euro.

Critical judgments and estimation uncertainties

The preparation of financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and related notes to the consolidated financial statements. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results may differ from those estimates and these differences could be material.

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

Capitalization of exploration and evaluation costs

Management has determined that exploration and evaluation costs incurred during the year have future economic benefits and are economically recoverable. In making this judgement, management has assessed various sources of information including but not limited to the geologic and metallurgic information, history of conversion of mineral deposits to proven and probable mineral reserves, scoping and feasibility studies, proximity of operating facilities, operating management expertise and existing permits.

Merida Minerals Inc. Notes to Consolidated Financial Statements For the year ended June 30, 2021 (Expressed in Canadian dollars)

2. BASIS OF PRESENTATION AND STATEMENT OF COMPLIANCE (continued)

Critical judgments and estimation uncertainties (continued)

Income, value added, withholding and other taxes

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

• Share-based compensation

Management determines costs for share-based payments using market-based valuation techniques. The fair value of the market-based and performance-based share awards are determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgment used in applying valuation techniques. These assumptions and judgments include estimating the future volatility of the stock price, expected dividend yield, future employee turnover rates and future employee stock option exercise behaviors and corporate performance. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.

• Going concern assumption

The financial statement have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The assessment of the Company’s ability to source future operations and continue as a going-concern involves judgement. Estimates and assumption are continually evaluated and are based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances. If the going concern assumption is not appropriate for the financial statements, then adjustments would be necessary in the carrying value of assets and liabilities.

• Determination of functional currency

The Company determines the functional currency through the analysis of several indicators such as expenses and cash flow, financing activities, and frequency of transactions with the reporting entity.

Impairment of exploration and evaluation assets

The Company evaluates each asset or cash generating unit every reporting period to determine whether there are any indications of impairment. If any such indication exists, which is often judgmental, a formal estimate of recoverable amount is performed and an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or cash generating group of assets is measured at the higher of fair value less costs to sell and value in use. The evaluation of asset carrying values for indications of impairment includes consideration of both external and internal sources of information, including such factors as market and economic conditions, production budgets and forecasts, and life-of-mine estimates.

Merida Minerals Inc. Notes to Consolidated Financial Statements For the year ended June 30, 2021 (Expressed in Canadian dollars)

2. BASIS OF PRESENTATION AND STATEMENT OF COMPLIANCE (continued)

Critical judgments and estimation uncertainties (continued)

Impairment of exploration and evaluation assets (continued)

When required, the determination of fair value and value in use requires management to make estimates and assumptions about expected production, sales volumes, commodity prices, mineral reserves, operating costs, closure and rehabilitation costs and future capital expenditures. The estimates and assumptions are subject to risk and uncertainty; hence, there is the possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reduced with the impact recorded in profit or loss.

3. SIGNIFICANT ACCOUNTING POLICIES

Exploration and evaluation assets

Pre-exploration costs are expensed in the period in which they are incurred.

Once the legal right to explore a property has been acquired, the Company follows the practice of capitalizing all costs relating to the acquisition of, exploration for and development of mineral claims and crediting all proceeds received for farm-out arrangements or recovery of costs against the cost of the related claims. Such costs include, but are not limited to, geological, geophysical studies, exploratory drilling and sampling. The aggregate costs related to abandoned mineral claims are charged to operations at the time of any abandonment.

All capitalized exploration and evaluation asset expenditures are monitored for indications of impairment. Where a potential impairment is indicated, assessments are performed for each area of interest. To the extent that exploration and evaluation asset expenditures are not expected to be recovered, it is charged to the results of operations. An impairment charge relating to an exploration and evaluation asset is subsequently reversed when new exploration results or actual or potential proceeds on sale or farm out of the property result in a revised estimate of the recoverable amount but only to the extent that this does not exceed the original carrying value of the property that would have resulted if no impairment had been recognized.

The Company recognizes in income costs recovered on exploration and evaluation assets when amounts received or receivable are in excess of the carrying amount.

Income taxes

Income tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the asset and liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not-deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting or taxable loss; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a future tax asset will be recovered, the tax asset is not recognized.

Merida Minerals Inc. Notes to Consolidated Financial Statements For the year ended June 30, 2021 (Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Income taxes (continued)

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Share-based payments

The Company has a stock option plan (the “Plan”). The Company uses the fair value-based method of accounting for share-based compensation. The fair value of each option granted to employees is measured using the BlackScholes option pricing model at the date of grant and recognized over the vesting term with the related increase to contributed surplus. Upon exercise of the stock options, the consideration paid, together with the amount previously recognized in contributed surplus, is recorded as an increase in share capital. At each reporting date, the amount recognized as an expense is adjusted to reflect the actual number of stock options that are expected to vest.

The share-based payments to the parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the Company obtains the goods or the counterparty renders the service.

Foreign currency translation

Foreign operations

The financial results and position of foreign operations whose functional currency is different from the Company’s presentation currency are translated as follows:

Assets and liabilities are translated at period-end exchange rates prevailing at that reporting date; and
Income and expenses are translated at average exchange rates for the period.

Exchange differences arising on translation of foreign operations are recognized in other comprehensive income and recorded in the Company’s accumulated other comprehensive income in equity. These differences are recognized in the profit or loss in the period in which the operation is disposed.

Transactions and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Nonmonetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in the statement of comprehensive loss in the period in which they arise, except where deferred in equity as a qualifying cash flow or net investment hedge.

Exchange differences arising on the translation of non-monetary items are recognized in other comprehensive income in to the extent that gains and losses arising on those non-monetary items are also recognized in other comprehensive income. Where the non-monetary gain or loss is recognized in profit or loss, the exchange component is also recognized in profit or loss.

Merida Minerals Inc. Notes to Consolidated Financial Statements For the year ended June 30, 2021 (Expressed in Canadian dollars)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Impairment of non-financial assets

At each reporting date, non-financial assets are reviewed for impairment if there is any indication that the carrying amount may not be recoverable. If any such indication is present, the recoverable amount of the asset is estimated in order to determine whether impairment exists. Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Any intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.

An asset’s recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value, using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying amount is reduced to the recoverable amount. Impairment is recognized immediately as additional depreciation. Where an impairment subsequently reverses, the carrying amount is increased to the revised estimate of recoverable amount but only to the extent that this does not exceed the carrying value that would have been determined if no impairment had previously been recognized. A reversal is recognized as a reduction in the depreciation charge for the period.

Share capital

Common shares are classified as equity. Incremental costs directly attributable to the issuance of common shares and share options are recognized as a deduction from equity, net of any tax effects.

Warrants

The warrants are fair valued on the issuance date using the Black-Scholes option pricing model. If and when the warrants are exercised, the applicable fair value of the share-based payment reserve is transferred to share capital. Any consideration paid on the exercise of the warrants is credited to share capital.

Financial Instruments

Financial assets

Initial recognition and measurement

Non-derivative financial assets within the scope of IFRS 9 are classified and measured as “financial assets at fair value”, as either fair value through profit or loss (“FVTPL”), fair value through other comprehensive income (“FVTOCI”), or “financial assets at amortized costs”, as appropriate. The Company determines the classification of financial assets at the time of initial recognition based on the Company’s business model and the contractual terms of the cash flows.

All financial assets are recognized initially at fair value plus, in the case of financial assets not at FVTPL, directly attributable transaction costs on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

Financial assets with embedded derivatives are considered in their entirety when determining their classification at FVTPL or at amortized cost. Amounts receivable held for collection of contractual cash flows are measured at amortized cost.

Subsequent measurement – Financial assets at FVTPL

Financial assets measured at FVTPL include financial assets management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVTPL are carried at fair value with changes in fair value recognized in profit or loss.

Merida Minerals Inc. Notes to Consolidated Financial Statements For the year ended June 30, 2021 (Expressed in Canadian dollars)

3 . SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial assets (continued)

Subsequent measurement – Financial assets at FVTOCI

Financial assets measured at FVTOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVTOCI. After initial measurement, investments measured at FVTOCI are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive income. When the investment is sold, the cumulative gain or loss remains in accumulated other comprehensive income or loss and is not reclassified to profit or loss.

Derecognition

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership.

Impairment of financial assets

IFRS 9 uses the expected credit loss (“ECL”) model. The credit loss model groups receivables based on similar credit risk characteristics and days past due in order to estimate bad debts. The ECL model applies to the Company’s receivables.

An ‘expected credit loss’ impairment model applies which requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset’s original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period.

In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

Financial liabilities

Initial recognition and measurement

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVTPL. The Company’s financial liabilities include accounts payable which are each measured at amortized cost. All financial liabilities are recognized initially at fair value and in the case of long-term debt, net of directly attributable transaction costs.

Subsequent measurement – financial liabilities at amortized cost

The financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate (“EIR”) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in finance cost to profit or loss.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires with any associated gain or loss recognized in other income or expense in the statements of loss.

Merida Minerals Inc. Notes to Consolidated Financial Statements For the year ended June 30, 2021 (Expressed in Canadian dollars)

3 . SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Instruments (continued)

The Company’s financial instruments consist of the following:

Financial assets:	Classification IFRS 9
Cash	FVTPL
Financial liabilities:	Classification IFRS 9
Accounts payable	Amortized cost
Due to related parties	Amortized cost
Loan payable	Amortized cost

Loss per share

Basic loss per share is calculated by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. For all periods presented, the loss attributable to common shareholders equals the reported loss attributable to owners of the Company. Diluted loss per share is calculated by the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted loss per share assumes that the proceeds to be received on the exercise of dilutive share options and warrants are used to repurchase common shares at the average market price during the period.

Leases

At inception of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control an identified asset for a period of time in exchange for consideration.

Leases of right-of-use assets are recognized at the lease commencement date at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined, and otherwise at the Company’s incremental borrowing rate. At the commencement date, a right-of-use asset is measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

Each lease payment is allocated between repayment of the lease principal and interest. Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability. Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs. The Company subsequently measures a right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses; and adjusted for any remeasurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term, except where the lease contains a bargain purchase option a right-of-use asset is depreciated over the asset’s useful life. The Company had no leases in effect during the period presented.

As is permitted under IFRS 16, the Company elected to expense its short-term leases (term of 12 months or less) and leases of low-value assets, such as computer equipment, on a straight-line basis over the lease term.

New Accounting Standards and Interpretations not yet effective

Accounting Standards that have recently been issued or amended but are not yet effective, have not been early adopted by the Company for the year ended June 30, 2021. The Company has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.

Merida Minerals Inc. Notes to Consolidated Financial Statements For the year ended June 30, 2021 (Expressed in Canadian dollars)

4 . CAPITAL MANAGEMENT

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. The capital of the Company consists of share capital, warrants, contributed surplus and options. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business.

The properties in which the Company currently has an interest are in the exploration and evaluation stage; as such the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

The Company is not subject to any externally imposed capital requirements. The Company’s financial strategy and objectives have remained substantially unchanged for the past two fiscal periods.

5 . EXPLORATION AND EVALUATION PROJECT

During the period ended June 30, 2019, the Company entered into a Letter of Interest with Auplata-Amaiuer (“Amaiur”) to earn a 100% interest in a joint venture which owns 100% of the Herrerias Investigation Permit (the “Herrerias Property”).

On July 25, 2019, the Company and Amaiur entered into a Joint Venture Agreement to explore and, if proved economic, develop the Herrerias Property.

Due to Covid-19 pandemic, material obligations under the Joint Venture Agreement had not been fulfilled. Both the parties had agreed to continue with the Joint Venture Agreement and to suspend all the obligations.

During the year ended June 30, 2021, the Joint Venture Agreement was terminated and the Company entered into a new purchase agreement with Amaiur to acquire 100% interest in the Herrerias Property. The consideration for the transfer of 100% of the Herrerias Property is as follows:

€75,000 (CAD$ 110,250) plus 21%VAT (€15,750) (CAD$ 23,150)
Issue 2,300,000 shares to Amaiur
A royalty 1% Net Smelter Return (NSR)

The purchase agreement will be executed once the extension of the investigation permit is granted by the government mining authority in Spain. During the year ended June 30, 2021, the Company issued 2,300,000 common shares to Amaiur. The shares have a fair value of $230,000. Due to the uncertainty on the timing of the extension of the permit and execution of the purchase agreement, the Company fully impaired the amount.

During the year ended June 30, 2021, the Company incurred pre-exploration expenditures of $76,132 (June 30, 2020: $228,767).

Merida Minerals Inc. Notes to Consolidated Financial Statements For the year ended June 30, 2021 (Expressed in Canadian dollars)

6 . LOAN PAYABLE

During the year ended June 30, 2021, the Company was advanced $60,000 by a shareholder. The loan is interest fee and repayable on May 6, 2023. The loan was initially measured at its fair value of $44,532 and subsequently accounted for using the amortized cost method discounted at an effective interest rate of 15%, with the discount portion recorded directly in equity. Accretion expense of $556 was recorded in the income statement for the year ended June 30, 2021.

During the year ended June 30, 2020, the Company was advanced $24,000 by a shareholder. On October 7, 2020, the loan was settled by issuing 240,000 common shares with a fair value $0.10 per share.

7 . RELATED PARTY TRANSACTIONS

a) Compensation of key management personnel

Key management includes members of the board of directors, Chief Executive Officer and the Chief Financial Officer and any companies associated with them. Unless otherwise noted, related party transactions were incurred in the normal course of operations and are measured at the amount established and agreed upon by the related parties. The aggregate value of transactions relating to key management personnel and entities over which they have control or significant influence were as follows:

	2021	2020
Salary or other short-term benefits	$ 181,930	$ 181,930
Share-based payments	-	40,223
Professional and legal fee	143,132	193,608
Consultancy fees	103,395	123,422
Rent	27,120	-
Exploration expenses	59,897	-
	$ 515,474	$ 539,183

b) Other related party balances and transactions

During the year ended June 30, 2021, the Company settled payables in the amount of $872,148 with related parties. The debt was settled with the issuance of 8,721,475 common shares at $0.10 per share (being the fair value of the shares at the date of issuance).

As of June 30, 2021, a balance of $341,288 (June 30, 2020: $498,961) was owing to the directors, officers and companies controlled by directors and officers. All amounts are non-interest bearing, unsecured and due on demand.

Merida Minerals Inc. Notes to Consolidated Financial Statements For the year ended June 30, 2021 (Expressed in Canadian dollars)

8 . SHARE CAPITAL

a) Shares authorized

Unlimited number of preferred and common shares without nominal or par value

As of June, 30, 2021, no preferred shares have been issued.

b) Common shares issued and outstanding

	Shares	Amount
Balance June 30, 2019	41,150,001	$ 222,250
Shares issued under private placement	625,000	12,500
Shares issued under private placement	2,900,000	58,000
Shares issued under private placement	1,000,000	20,000
Shares issued underprivateplacement	1,806,250	36,125
Balance June 30, 2020	47,481,251	348,875
Shares cancelled (i)	(21,380,000)	(155,650)
Shares issued under private placement (ii)	3,179,950	317,985
Amendment of share price (iii)	-	191,438
Share issue costs	-	(7,000)
Shares issued on settlement of debt (iv)	11,788,645	1,178,865
Shares issued on settlement of debt (v)	1,307,080	130,708
Shares issued forpropertyacquisition(note 5)	2,300,000	230,000
Balance June 30, 2021	44,676,826	$ 2,235,221

(i) On July 2, 2020, 21,380,000 common shares were cancelled.

(ii) On July 30, 2020, the Company completed a private placement for gross proceeds of $317,985 and issued 3,179,850 common shares. The Company also issued 1,589,925 warrants to various subscribers. Each warrant entitles the holders to purchase one common share at a price of $0.25 per share up to July 30, 2022. The Company determined the fair value of warrants issued to be $Nil.
(iii) On October 1, 2020, the Company amended the share price of 5,781,250 shares originally issued at $0.02 per share to $0.05 per share.
(iv) On October 21, 2020, $1,178,865 of payables were settled with the issuance of 11,788,645 common shares.
(v) On October 27, 2020, $130,708 of payables were settled with the issuance of 1,307,080 common shares.

c) Shares to be issued

During the year ended June 30, 2020, the Company received proceeds of $25,000 in connection with a nonbrokered private placement that closed July 30, 2020. The Company issued 250,000 shares at $0.1 per share.

d) Stock options

The Company has a stock option plan which provides for the granting of options to purchase common shares to officers, directors, and other service providers at the discretion of the directors.

Merida Minerals Inc. Notes to Consolidated Financial Statements For the year ended June 30, 2021 (Expressed in Canadian dollars)

8 . SHARE CAPITAL (continued)

d) Stock options (continued)

The continuity for stock options outstanding for the year ended June 30, 2021 is as follows:

		Balance at
Expiry	Exercise					Balance at
Date	Price ($’s)	June 30, 2020	Issued	Exercised	Expired	June 30, 2021
January 31, 2024	0.10	850,000	-	-	-	850,000
March 31, 2024	0.10	600,000	-	-	-	600,000
June 30, 2024	0.10	800,000	-	-	-	800,000
June 30, 2024	0.10	1,700,000	-	-	-	1,700,000
September 30, 2022	0.10	550,000	-	-	-	550,000
		4,500,000	-	-	-	4,500,000

As at June 30, 2021, the following stock options were outstanding:

			Number of
Number of Options	Exercise	Expiry	Options	Weighted Average
Outstanding	Price ($’s)	Date	Exercisable	Remaining Life (years)
850,000	0.10	January 31, 2024	850,000	2.59
600,000	0.10	March 31, 2024	600,000	2.75
800,000	0.10	June 30, 2024	800,000	3.00
1,700,000	0.10	June 30, 2024	1,700,000	3.00
550,000	0.10	September 30, 2022	550,000	1.25
4,500,000			4,500,000	2.68

The weighted average fair value per option issued during the period was $nil (year ended June 30, 2020 - $0.02).

The fair value of options granted in the year ended June 30, 2020 was determined using the Black- Scholes option pricing model. The weighted average inputs used in the measurement of fair values at grant date of the options are the following:

the following:
	2020
Share price at grant date	0.005
Exercise price	0.1
Expected term (years)	3.0
Volatility	200%
Dividend yield	0%
Risk-free interest rate	1.78%

9. INCOME TAXES

The provision for income taxes differs from the amount that would have resulted in applying the combined federal statutory tax rate as follows:

	2021	2020
Net loss	$ (1,305,003)	$ (1,035,220)
Statutory income tax rate	27%	27%
Expected in tax recovery at statutory income tax rates	(352,351)	(279,509)
Difference in tax rates, foreign exchange, and other	4,697	5,043
Permanent differences	-	11,894
Change in valuation allowance	347,654	262,572
Income tax recovery	$ -	$ -

Merida Minerals Inc. Notes to Consolidated Financial Statements For the year ended June 30, 2021 (Expressed in Canadian dollars)

9. INCOME TAXES (continued)

Temporary differences that give rise to the following deferred tax assets and liabilities at are:

	2021	2020
Deferred tax assets
Non-capital loss carry forwards	$ 610,026	$ 322,281
Valuation allowance (i)	(610,026)	(322,281)
	$-	$-

(i) The Company has not recognized the deferred tax assets as it is uncertain that there will be future taxable income available to utilize these assets.

10. FINANCIAL RISK AND FAIR VALUE

The Company's risk exposures and the impact on the Company's financial instruments are summarized below.

Credit risk

The Company's credit risk is primarily attributable to cash and cash equivalents. The Company has no significant concentration of credit risk arising from operations. Cash is held with reputable financial institutions, from which management believes the risk of loss to be remote. Management believes that the credit risk concentration with respect to these items is remote.

Liquidity risk

Liquidity risk is the risk that the Company will not meet its financial obligations as they fall due. The Company monitors its risk by monitoring the maturity dates of its existing debt and other payables. The Company’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

As at June 30, 2021 the Company had a cash balance of $161,790 to settle current liabilities of $409,118. The continuing operations of the Company are dependent upon its ability to obtain adequate financing and to commence profitable operations in the future.

Market risk

(a) Interest rate risk

The Company has cash balances and no long-term debt. The Company's current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. The Company considers this risk to be minimal.

(b) Currency risk

Currency risk is the risk that the fair value of, or future cash flows from, the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. The Company’s subsidiary in Spain is exposed to foreign exchange risk related to variation in exchange rates between Canadian dollars and Euros. The Company has not entered into any foreign currency contracts or other instruments to mitigate this risk.

(c) Price risk

The Company is exposed to price risk with respect to commodity prices. The Company closely monitors commodity prices to determine the appropriate course of action to be taken by the Company. Price risk is remote since the Company is not a producing entity.

Merida Minerals Inc. Notes to Consolidated Financial Statements For the year ended June 30, 2021 (Expressed in Canadian dollars)

10. FINANCIAL RISK FACTORS (continued)

Fair value of financial assets and liabilities

A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

When measuring the fair value of an asset or liability, the Company uses observable market data, as much as possible. Fair values are classified into different levels in a hierarchy based on the inputs used in the valuation techniques, as follows:

Level 1: quoted prices (without adjustments) in active markets for identical assets or liabilities. Level 2: inputs other than Level 1 quoted prices, that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs, for assets or liabilities, that are not based on observable market information (non-observable inputs).

As at June 30, 2021, the fair values of Company's financial instruments approximate their carrying values, given their short-term nature.

APPENDIX "F" MANAGEMENT'S DISCUSSION AND ANALYSIS OF MERIDA MINERALS INC. FOR THE YEARS ENDED JUNE 30, 2020 AND JUNE 30, 2021

MANAGEMENT DISCUSSION & ANALYSIS FOR THE FINANCIAL YEAR ENDED JUNE 30, 2021

Merida Minerals Inc. Management’s Discussion & Analysis For the year ended June 30, 2021

Introduction

The following Management’s Discussion & Analysis (“MD&A”) of Merida Minerals Inc. (the “Company” or “Merida”) for the year ended June 30, 2021 has been prepared to provide material updates to the business operations, liquidity and capital resources of the Company.

This MD&A has been prepared in accordance with National Instrument 51-102 – Continuous Disclosure Obligations . This MD&A is dated December 20, 2021, and this discussion should be read conjunction with the Company’s audited annual financial statements for the year ended June 30, 2021 as well as for the year ended June 30, 2020, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. This MD&A contains information up to and including December 8, 2021. The Company’s audited financial statements and the financial information contained in this MD&A are prepared in accordance with International Financial Reporting Standards (“IFRS”).

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the “Board”), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company’s common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Forward-Looking Statements

Certain sections of this MD&A may contain “forward-looking statements” within the meaning of applicable securities legislation. All statements, other than statements of historical fact, made by the Company that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forward-looking statements, including, but not limited to, statements preceded by, followed by or that include words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words. Forward-looking statements may relate to the Company’s future financial conditions, results of operations, plans, objectives, performance or business developments. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive

1 Merida Minerals Inc. Management’s Discussion & Analysis For the year ended June 30, 2021

uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements.

There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. All of the forward-looking statements made in this MD&A are qualified by these cautionary statements and those made in our other filings with applicable securities regulators in Canada. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

Corporate Overview

The Company was incorporated under the Business Corporations Act (Ontario) (“OBCA”) on August 8, 2018 under the name “2649285 Ontario Inc.”, and subsequently changed its name to “Merida Minerals Inc.” pursuant to articles of amendment filed with the OBCA on September 4, 2019. The principal business of the Company is the acquisition, exploration and evaluation of mineral properties.

BUSINESS OF MERIDA

On March 19, 2019, Merida acquired all of the issued and outstanding shares of La Joya Minerals S.L.U., a corporation incorporated on November 29, 2006 in Seville, Spain (“La Joya”) by way of Share Purchase Agreement. On July 25, 2019, La Joya entered into a joint venture agreement with Auplata S.A. ("Auplata"), Amaiur Recursos Minerales, SL. ("Amaiur") with respect to certain mining assets in Spain. The mining assets, known officially as the Permiso de Investigación "Herrerías" #12.785, which was demarcated in March 2013 (Morales 2013), located approximately 80 km east-southeast of Badajoz, Spain (the “Project”).

Due to Covid-19 pandemic, the material obligations under the Joint Venture Agreement had not been fulfilled. Both the parties had agreed to continue with the Joint Venture agreement and to suspend all the obligations until situation in Spain gets better.

On March 31, 2021 the Joint Venture agreement was terminated and on March 31, 2021 the Company entered into an asset purchase agreement with Amaiur to acquire 100% interest in Herrerias Property. Under the agreement the Company issued 2,300,000 common shares to Amaiur, €90,750 (inclusive of VAT) in cash, and a one percent (1%) net smelter return royalty in favour of Amaiur-Auplata as a full payment for the Herrerias Property.

Merida Minerals Inc. Management’s Discussion & Analysis For the year ended June 30, 2021

Property Description and Location

The Project covers an area of 90 km2 which consists of 299 individual Mining Grid rectangles, which form a contiguous block and includes a Zn-Cu-Pb-Ag prospect, known as Las Herrerías.

The Project is located approximately 80 km east-southeast of Badajoz, Spain and is accessible by road.

Amalgamation Agreement

On December 9th, 2020, Merida, Winston Capital Group Inc. (“Winston”) and 2797200 Ontario Inc. (“2797200”), a wholly-owned subsidiary of Winston entered into the Amalgamation Agreement. Pursuant to the Amalgamation Agreement, Merida will amalgamate with 2797200 to form an amalgamated entity ("Amalco"), which will continue as a wholly owned subsidiary of Winston. In connection with the completion of the Amalgamation, each holder of Merida common shares shall exchange their Merida common shares for the resulting issuer common shares on the basis of one (1) fully paid and non-assessable resulting issuer common share for every one Merida common share held.

Pursuant to the Amalgamation Agreement, Merida intends to raise capital by way of a nonbrokered private placement a minimum of $692,526 at a price of $0.15 per Merida unit. Each Merida unit comprised of one (1) Merida common share and one half of one (1/2) Merida common share purchase warrant. Each Merida warrant exercisable for a period of 24 months from the date of issuance at an exercise price of $0.30 per Merida common share.

Results of Operations

Selected financial information for the years ended June 30, 2021, 2020 and 2019

	2021	2020	2019
	$’s	$’s	$’s
Revenue	-	-	-
Loss fromOperations	(1,075,003)	(1,035,220)	(261,114)
Other income(expense)	(230,000)	-	33,000
Loss (before income tax before income tax expenses)	(1,305,003)	(1,035,220)	(228,114)
Income Tax Expenses	-	-	-
Comprehensive Loss	(1,328,049)	(1,026,209)	(234,425)
Weighted average number of shares outstanding	39,706,977	44,399,949	6,504,142
Basic andDilutedloss pershare	(0.03)	(0.02)	(0.04)
Total Assets	167,412	32,147	29,010
TotalNon-Current Financial Liabilities	45,088	24,000	-

3 Merida Minerals Inc. Management’s Discussion & Analysis For the year ended June 30, 2021

Revenue

During the year ended June 30, 2021, the Company had no revenue, which is the same compared to the period ended June 30, 2020. The Company is continuing with acquisition of mining assets and exploration of the Property, and it didn’t record any sale for the year ended June 30, 2021.

Loss from Operations for the years ended June 30, 2021 and 2020

	2021	2020
Expenses
General and corporate	$ 998,871	$ 769,278
Exploration expenses	76,132	221,890
Share-based compensation	-	44,052
Net loss from operations	(1,075,003)	(1,035,220)
Other items
Impairment of exploration assets	(230,000)	-
Net loss	(1,305,003)	(1,035,220)
Other comprehensive income/ (loss)
Foreign currencytranslationgain/ (loss)	(23,046)	9,011
Comprehensive loss	$ (1,328,049)	$ (1,026,209)

General and corporate includes legal, accounting, management, marketing, rent and administration to support its operations in anticipating of a going public transaction.

The decrease in exploration expense was the result of less funds available work on the project in Spain. The Company did sufficient work to keep the property in good standing.

Share-based compensation were $nil (2020 - $44,052) for the year ended June 30, 2021. This expense related to the portion of stock options that vested during the year. No stock options were issued or vesting during the year.

The Company recorded an impairment of $230,000 on the exploration assets. This impairment related to the uncertainty over the timing of the renewal of the investigation permit, therefore the related issuance of shares in accordance with the purchase agreement was expensed.

Liquidity and Capital Resources

As at June 30, 2021, the Company had a working capital deficiency of $241,706 (June 30, 2020 – working capital deficiency of $811,559); being defined as current assets less current liabilities.

The Company had an increase of cash and cash equivalents to $161,790 at June 30, 2021, compared to $32,147 at June 30, 2020. The increase was the result of net cash proceeds from the

4

Merida Minerals Inc. Management’s Discussion & Analysis For the year ended June 30, 2021

issuance of common shares and loans in the amount of $537,423, offset by a foreign exchange loss of $6,262 and $401,517 of cash used in operations

The Company’s 2021 monthly cash burn rate on average, which was calculated as cash spent per month in operating activities, was approximately $30,000. At its current operating level, the Company will not have sufficient funds to cover short-term operational needs. The Company expects to still operate at a loss for at minimum the next 12 months. To help with the liquidity issues, management and directors have been deferring compensation, and have in the past, settled part of these fees in exchange for common shares (to help preserve cash). As such, the Company will need additional financing for costs related to corporate operations and exploration activities. The Company is currently addressing its liquidity concerns by proactively planning future financings through the sale of equity and settling other fees and debt with the issuance of shares. The Company has been successful in the past at raising necessary funds but the timing and ability to do so will depend on the liquidity of the financial markets, economic conditions, as well as the acceptance of investors to small cap companies. There can be no guarantee that the Company will be able to secure any required financing.

The primary need for liquidity is to fund exploration programs and to maintain general corporate operations. The primary source of liquidity in the past has primarily been private financings.

Overall, given the working capital deficiency at June 30, 2021, the Company will not be able to meet its general operational requirements for 2021, and will require additional capital for exploration programs in 2022 and to funds operations.

The Company’s management continues to hold discussions on securing financing. There are no assurances that the Company will be successful in obtaining any form of financing on a timely basis or on reasonable or acceptable terms, or at all. If the Company cannot obtain financing or otherwise improve liquidity, then the Company’s treasury will be depleted and it will be required to curtail all of its operations and may be required to liquidate its assets under a formal process. Failure to continue as a going concern would require that the Company’s assets and liabilities be restated on a liquidation basis, which would differ from the going concern basis.

Going public transaction

On December 9th, 2020, Merida, Winston and 2797200, entered into the Amalgamation Agreement providing for the qualifying transaction for Winston. Completion of the qualifying transaction is subject to satisfaction of a number of conditions precedent, including, but not limited to, receipt of the approval of the TSX Venture Exchange and completion of the Company’s private placement as set out earlier in this discussion. The Amalgamation Agreement may be terminated: (i) by mutual agreement in writing by the parties; (ii) in the event that the qualifying transaction date has not occurred by February 26, 2021 (the Qualifying Transaction Date”), unless the failure to complete the Transaction by such date is the result, directly or indirectly, of a breach of the Amalgamation Agreement by the party seeking to terminate the Amalgamation Agreement; or (iii)

Merida Minerals Inc. Management’s Discussion & Analysis For the year ended June 30, 2021

if any of the parties fail to meet any conditions precedent as set forth in the Amalgamation Agreement at any time prior to the Qualifying Transaction Date.

Copies of the Amalgamation Agreement have been filed on SEDAR at www.sedar.com under Winston’s SEDAR profile.The summaries of the Amalgamation Agreement contained in this document is qualified in its entirety by reference to the full version of the Amalgamation Agreement.

Share capital

Merida’s authorized share capital consists of an unlimited number of Common Shares without par value. All the common shares have the same rights in respect of the distribution of dividends and the repayment of capital.

As at the date of this MD&A, there were 44,676,826 Common Shares outstanding, 1,589,925 warrants, and 4,500,000 stock options.

Off balance sheet arrangements

At the date of this MD&A, the Company had no material off balance sheet arrangements that have or are reasonably likely to have a current or future effect on the results of operations or financial condition of the Company including, without limitation, such considerations as liquidity and capital resources that have not previously been discussed.

Contractual obligations

With the exception of the Amalgamation Agreement described earlier, there are no other significant contractual obligations.

Risk Factors

Companies operating in the mining industry face many and varied kinds of risks. While risk management cannot eliminate the impact of all potential risks, the Company strives to manage such risks to the extent possible and practical. Following are the risk factors most applicable to the Company:

Exploring and developing mineral resource projects bears a high potential for all manner of risks. Additionally, few exploration projects successfully achieve development due to factors that cannot be predicted or foreseen. Moreover, even one such factor may result in the economic viability of a project being detrimentally impacted such that it is neither feasible nor practical to proceed. The Company closely monitors its activities and those factors that could impact them, and employs experienced consulting, engineering, insurance and legal advisors to assist in its risk management reviews.

Merida Minerals Inc. Management’s Discussion & Analysis For the year ended June 30, 2021

Although the Company has taken steps to verify the title to mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects.

At present the principal activity of the Company is the exploration and development of the Property. The feasible development of such properties is highly dependent upon the price of primarily zinc and copper, and to a lesser extent upon the price of lead and silver. A sustained and substantial decline in these commodity prices could result in the write-down, termination of exploration and development work or loss of its interests in identified resource properties.

Although such prices cannot be forecasted with certainty, the Company carefully monitors factors that could affect these commodity prices in order to assess the feasibility of its resource projects.

Critical accounting estimates

The preparation of these financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Such estimates primarily relate to unsettled transactions and events as at the date of the financial statements.

On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, revenues, and expenses. Management uses various factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual results could differ from the estimates used under different assumptions and conditions.

Exploration and evaluation assets

Pre-exploration costs are expensed in the period in which they are incurred.

Merida Minerals Inc. Management’s Discussion & Analysis For the year ended June 30, 2021

recoverable amount but only to the extent that this does not exceed the original carrying value of the property that would have resulted if no impairment had been recognized.

The Company recognizes in income costs recovered on exploration and evaluation assets when amounts received or receivable are in excess of the carrying amount.

Income taxes

Share-based payments

The Company has a stock option plan (the “Plan”). The Company uses the fair value-based method of accounting for share-based compensation. The fair value of each option granted to employees is measured using the Black-Scholes option pricing model at the date of grant and recognized over the vesting term with the related increase to contributed surplus. Upon exercise of the stock options, the consideration paid, together with the amount previously recognized in contributed surplus, is recorded as an increase in share capital. At each reporting date, the amount recognized as an expense is adjusted to reflect the actual number of stock options that are expected to vest.

Merida Minerals Inc. Management’s Discussion & Analysis For the year ended June 30, 2021

Foreign currency translation

Foreign operations

The financial results and position of foreign operations whose functional currency is different from the Company’s presentation currency are translated as follows:

Assets and liabilities are translated at period-end exchange rates prevailing at that reporting date; and
Income and expenses are translated at average exchange rates for the period. Exchange differences arising on translation of foreign operations are recognized in other comprehensive income and recorded in the Company’s accumulated other comprehensive income in equity. These differences are recognized in the profit or loss in the period in which the operation is disposed.

Transactions and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Impairment of non-financial assets

9 Merida Minerals Inc. Management’s Discussion & Analysis For the year ended June 30, 2021

recoverable amount of the cash-generating unit to which the asset belongs. Any intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.

Share issue costs

Costs incurred for the issue of common shares are deducted from share capital.

Financial Instruments

Financial assets

Initial recognition and measurement

Subsequent measurement – Financial assets at FVTPL

Financial assets measured at FVTPL include financial assets management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument

Merida Minerals Inc. Management’s Discussion & Analysis For the year ended June 30, 2021

in a hedge relationship. Financial assets measured at FVTPL are carried at fair value with changes in fair value recognized in profit or loss.

Subsequent measurement – Financial assets at FVTOCI

Derecognition

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership.

Impairment of financial assets

Financial liabilities

Initial recognition and measurement

Merida Minerals Inc. Management’s Discussion & Analysis For the year ended June 30, 2021

Subsequent measurement – financial liabilities at amortized cost

Derecognition

There was no material impact on the implementation of changes in the Company’s consolidated financial statements.

The Company’s financial instruments consist of the following:

The Company’s financial instruments	consist of the following:
Financial assets:	Classification IFRS 9
Cash	Amortized cost
Financial liabilities:	Classification IFRS 9
Accounts payable	Amortized cost

Loss per share

Capital Management

Merida Minerals Inc. Management’s Discussion & Analysis For the year ended June 30, 2021

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

The Company is not subject to any externally imposed capital requirements.

Exploration and Evaluation of Project

During the period ended June 30, 2019, the Company entered into a Letter of Interest with AuplataAmaiuer (“Amaiur”) to earn a 100% interest in a joint venture which owns 100% of the Herrerias Investigation Permit (the “Herrerias Property”).

On July 25, 2019, the Company and Amaiur entered into a Joint Venture Agreement to explore and, if proved economic, develop the Herrerias Property.

During the year ended June 30, 2021, the Joint Venture Agreement was terminated and the Company entered into a new purchase agreement with Amaiur to acquire 100% interest in Herrerias Property. The consideration for the transfer of 100% of the Herrerias Property is as follows:

€75,000 plus 21%VAT (€15,750)
Issue 2,300,000 shares to Amaiur
A royalty 1% Net Smelter Return (NSR)

The purchase agreement will be executed once the extension of the investigation permit is granted by the government mining authority in Spain. During the year ended June 30, 2021, the Company issued 2,300,000 common shares to Amaiur. The shares had a fair value of $230,000. Due to the uncertainty on the timing of the extension of the permit and execution of the purchase agreement, the Company fully impaired the advance for property acquisition of $230,000.

13 Merida Minerals Inc. Management’s Discussion & Analysis For the year ended June 30, 2021

Loan from Related Party

During the year ended June 30, 2021, the Company was advanced $60,000 by OCI Inc., a shareholder. The loan is interest fee and repayable on May 6, 2023. The loan was initially measured at its fair value of $44,532 and subsequently accounted for using the amortized cost method discounted at an effective interest rate of 15%, with the discount portion recorded directly in equity. Accretion expense of $557 was recorded in the income statement for the year ended June 30, 2021.

During the year ended June 30, 2020, the Company was advanced $24,000 by OCI Inc. On October 7, 2020, the loan was settled by issuing common shares at $0.10 per share.

Related Party Transactions and Balances

a) Compensation of key management personnel

	2021	2020
Salary or other short-term benefits	$ 181,930	$ 181,930
Share-based payments	-	40,223
Professional and legal fee	143,132	193,608
Consultancy fees	103,395	123,422
Rent	27,120	-
Exploration expenses	59,897	-
	$ 515,474	$539,183

b) Other related party balances and transactions

As of June 30, 2021, a balance of $341,288 (June 30, 2020: $498,961) was owing to the directors, officers and companies associated with them. All amounts are non-interest bearing, unsecured and due on demand.

14 Merida Minerals Inc. Management’s Discussion & Analysis For the year ended June 30, 2021

Financial Risk Factors

The Company's risk exposures and the impact on the Company's financial instruments are summarized below.

Credit risk

Liquidity risk

Market risk

(a) Interest rate risk

(b) Currency risk

(c) Price risk

Fair value of financial assets and liabilities

15 Merida Minerals Inc. Management’s Discussion & Analysis For the year ended June 30, 2021

A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

Level 3: inputs, for assets or liabilities, that are not based on observable market information (nonobservable inputs).

As at June 30, 2021, the fair values of Company's financial instruments approximate their carrying values, given their short-term nature.

16 Merida Minerals Inc. Management’s Discussion & Analysis For the year ended June 30, 2021

APPENDIX "G" UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS OF MERIDA MINERALS INC. AS AT AND FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

MERIDA MINERALS INC.

UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

(Expressed in Canadian Dollars)

Merida Minerals Inc.

Unaudited Condensed Interim Consolidated Statement of Financial Position

(Expressed in Canadian dollars)

Merida Minerals Inc. Unaudited Condensed Interim Consolidated Statement of Financial Position (Expressed in Canadian dollars)
As at September 30, 2021	As at June 30, 2021
ASSETS Current assets Cash $ 158,033 Restricted cash 72,000 Prepaid expenses 5,661	$ 161,790 - 5,622
TOTAL ASSETS $ 235,694	$ 167,412
LIABILITIES AND DEFICIENCY Current liabilities Accounts payable and accrued liabilities $ 67,834 Subscriptions received in advance (note 3) 72,000 Due to relatedparties(note 6 and9) 382,374	$ 67,830 - 341,288
522,208 Loanpayable(note 5) 46,801	409,118 45,088
Total liabilities 569,009	454,206
Deficiency Share capital (note 7) 2,235,221 Contributed surplus 51,200 Accumulated other comprehensive loss (19,559) Deficit (2,600,177)	2,235,221 51,200 (20,346) (2,552,869)
Total deficiency (333,315)	(286,794)
TOTAL LIABILITIES AND DEFICIENCY $ 235,694	$167,412

Going concern (note 1)

Approved and authorized for issue by the Board of Directors on February 2, 2022.

Signed:

“Norman Brewster”, Director “Rahim Allani”, Director

The accompanying notes are an integral part of these consolidated financial statements.

Merida Minerals Inc.

Unaudited Condensed Interim Consolidated Statement of Loss and Comprehensive Loss For the three months ended September 30, 2021 and September 30, 2020

(Expressed in Canadian dollars)

(Expressed in Canadian dollars)
	2021	2020
Expenses
General and corporate (note 6)	$ 47,307	$ 385,846
Exploration expenses(note 4)	-	25,456
Net loss	(47,307)	(411,302)
Other comprehensive income/ (loss)
Foreign currencytranslationgain/(loss)	787	(25,382)
Comprehensive loss	(46,520)	(436,684)
Lossper share, basic and diluted	$(0.00)	$(0.02)
Weighted average number of common shares outstanding, basic
and diluted	44,676,826	28,502,687

The accompanying notes are an integral part of these consolidated financial statements.

Merida Minerals Inc. Unaudited Condensed Interim Consolidated Statement of Changes in Deficiency (Expressed in Canadian dollars)

					Accumulated
					other
			Shares to be	Contributed	comprehensive
	Share capital	Share capital	issued	surplus	income	Deficit	Total
	#	$	$	$	$	$	$
Balance June 30, 2020	47,481,251	348,875	25,000	51,200	2,700	(1,263,334)	(835,559)
Shares issued under parivate placement	2,918,492	317,985	(25,000)	-	-	-	292,985
Share issue costs		(7,000)	-	-	-	-	(7,000)
Share cancellation	(21,262,849)	(155,650)	-	-	-	-	(155,650)
Other comprehensive loss	-	-	-	-	(25,382)	-	(25,382)
Net income and comprehensive income	-	-	-	-	-	(411,302)	(411,302)
Balance September 30, 2020	29,136,894	504,210	-	51,200	(22,682)	(1,674,636)	(1,141,908)
Balance June 30, 2021	44,676,826	2,235,221	-	51,200	(20,346)	(2,552,870)	(286,795)
Other comprehensive loss	-	-	-	-	787	-	787
Net income and comprehensive income	-	-	-	-	-	(47,307)	(47,307)
Balance September 30, 2021	44,676,826	2,235,221	-	51,200	(19,559)	(2,600,177)	(333,315)

The accompanying notes are an integral part of these consolidated financial statements.

Merida Minerals Inc.

Unaudited Condensed Interim Consolidated Statement of Cash Flows For the three months ended September 30, 2021 and September 30, 2020 (Expressed in Canadian dollars)

	2021	2020
Cash flow from operating activities
Net loss	$ (47,307)	$ (411,302)
Items not affecting cash:
Interest accretion expense	1,713	-
Changes in non-cash working capital:
Accounts payable and accrued liabilities	-	189,190
Subscriptions received in advance	72,000	-
Prepaid expenses	(39)	-
Due to relatedparties	41,089	136,326
Total cash flows used in operatingactivities	67,456	(85,786)
Cash flow from financing activities
Issue of common shares,net of costs	-	285,985
Total cash flowsprovided byfinancingactivities	-	285,985
Effect of exchange rate changes	787	(25,382)
Net change in cash	68,243	174,817
Cash and restricted cash, beginning balance	161,790	32,147
Cash and restricted cash, ending balance	$ 230,033	$ 206,964

The accompanying notes are an integral part of these consolidated financial statements.

Merida Minerals Inc. Notes to Unaudited Condensed Interim Consolidated Financial Statements For the three months ended September 30, 2021 and September 30, 2020 (Expressed in Canadian dollars)

1. NATURE OF BUSINESS AND GOING CONCERN

Nature of business

Going concern assumption

The Company will continue to seek the funding necessary to enable it to carry on as a going concern, but management cannot provide assurance that the Company will be able to raise additional debt and/or equity capital or conclude a corporate transaction. If the Company is unable to raise additional funds in the immediate future, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favourable terms and/or pursue other remedial measures or cease operations. These factors indicate the existence of material uncertainties that may cast significant doubt upon the Company’s ability to continue as a going concern. Management is aware, in making its assessment of material uncertainties related to events or conditions that cast significant doubt upon the entity’s ability to continue as a going concern.

Merida Minerals Inc. Notes to Unaudited Condensed Interim Consolidated Financial Statements For the three months ended September 30, 2021 and September 30, 2020 (Expressed in Canadian dollars)

2. BASIS OF PRESENTATION AND STATEMENT OF COMPLIANCE

Basis of presentation

These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting and follow the same accounting policies and methods of application as the Company’s most recent annual financial statements for the year ended June 30, 2021. These condensed interim consolidated financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the financial statements of the Company as at and for the year ended June 30, 2021, prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company’s financial position and performance since the last annual financial statements.

These financial statements were approved by the Board of Directors of the Company on February 2, 2022.

Basis of consolidation

		Percentage owned
Entity	Country of incorporation	As of September 30, 2021
La Joya Mineral S.L.U.(“La Joya”)	Spain	100%

All transactions and balances between companies are eliminated upon consolidation, including unrealized gains and losses on transactions between the companies.

Functional and presentation currency

Critical judgments and estimation uncertainties

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

Capitalization of exploration and evaluation costs
Management has determined that exploration and evaluation costs incurred during the year have future economic benefits and are economically recoverable. In making this judgement, management has assessed various sources of information including but not limited to the geologic and metallurgic information, history of conversion of mineral deposits to proven and probable mineral reserves, scoping and feasibility studies, proximity of operating facilities, operating management expertise and existing permits.

Merida Minerals Inc. Notes to Unaudited Condensed Interim Consolidated Financial Statements For the three months ended September 30, 2021 and September 30, 2020 (Expressed in Canadian dollars)

2. BASIS OF PRESENTATION AND STATEMENT OF COMPLIANCE (continued)

Critical judgments and estimation uncertainties (continued)

Income, value added, withholding and other taxes

 Share-based compensation

 Going concern assumption

 Determination of functional currency

Impairment of exploration and evaluation assets

Merida Minerals Inc. Notes to Unaudited Condensed Interim Consolidated Financial Statements For the three months ended September 30, 2021 and September 30, 2020 (Expressed in Canadian dollars)

2. BASIS OF PRESENTATION AND STATEMENT OF COMPLIANCE (continued)

Critical judgments and estimation uncertainties (continued)

Impairment of exploration and evaluation assets (continued)

3. SUBSCRIPTIONS RECEIVED IN ADVANCE

During the period ended September 30, 2021, the Company received cash in advance relating to share issuances totaling $72,000.

4 . EXPLORATION AND EVALUATION PROJECT

On July 25, 2019, the Company and Amaiur entered into a Joint Venture Agreement to explore and, if proved economic, develop the Herrerias Property.

€75,000 (CAD$110,250) plus 21%VAT (€15,750) (CAD$23,150)
Issue 2,300,000 shares to Amaiur
A royalty 1% Net Smelter Return (NSR)

Merida Minerals Inc. Notes to Unaudited Condensed Interim Consolidated Financial Statements For the three months ended September 30, 2021 and September 30, 2020 (Expressed in Canadian dollars)

4 . EXPLORATION AND EVALUATION PROJECT (continued)

The purchase agreement will be executed once the extension of the investigation permit is granted by the government mining authority in Spain. During the year ended June 30, 2021, the Company issued 2,300,000 common shares to Amaiur. The shares have a fair value of $230,000. Due to the uncertainty one the timing of the extension of the permit and execution of the purchase agreement, the Company fully impaired the amount.

During the three months ended September 30, 2021, the Company incurred pre-exploration expenditures of $nil (September 30, 2020: $25,456).

5 . LOAN PAYABLE

__

During the year ended June 30, 2021, the Company was advanced $60,000 by OCI Inc., a shareholder. The loan is interest free and repayable on May 6, 2023. The loan was initially measured at its fair value of $44,532 and subsequently accounted for using the amortized cost method discounted at an effective interest rate of 15%, with the discount portion recorded directly in equity. Accretion expense of $1,713 (2020 - $nil) was recorded in the income statement for the three months ended September 30, 2021.

6 . RELATED PARTY TRANSACTIONS

a) Compensation of key management personnel

	2021	2020
Salary or other short-term benefits	$ 45,483	$ 45,483
Professional and legal fee	-	152,911
Consultancyfees	-	31,669
	$ 45,483	$ 230,063

b) Other related party balances and transactions

During the year ended June 30, 2021, 2020, the Company settled payables in the amount of $872,148 with related parties. The debt was settled with the issuance of 8,721,475 common shares at $0.10 per share (being the fair value of the shares at the date of issuance).

As of September 30, 2021, a balance of $382,374 (June 30, 2021: $ 341,288) was owing to the directors, officers, family members of directors and officer and companies controlled by directors and officers, and their family members. All amounts are non-interest bearing, unsecured and due on demand.

Merida Minerals Inc. Notes to Unaudited Condensed Interim Consolidated Financial Statements For the three months ended September 30, 2021 and September 30, 2020 (Expressed in Canadian dollars)

7 . SHARE CAPITAL

a) Shares authorized

Unlimited number of preferred and common shares without nominal or par value

As of September, 30, 2021, no preferred shares have been issued.

b) Common shares issued and outstanding

	Shares	Amount
Balance June 30, 2020	47,481,251	348,875
Shares cancelled (i)	(21,380,000)	(155,650)
Amendment of share price (ii)	-	191,438
Shares issued under private placement (iii)	3,179,950	317,985
Share issue costs	-	(7,000)
Shares issued on settlement of debt (iv)	11,788,645	1,178,865
Shares issued on settlement of debt (v)	1,307,080	130,708
Shares issued forpropertyacquisition(note 4)	2,300,000	230,000
Balance June 30, 2021 and September 30, 2021	44,676,826	$ 2,235,221

(i) On July 2, 2020, 21,380,000 common shares were cancelled.
(ii) On October 1, 2020, the Company amended the share price of 6,231,250 shares originally issued at $0.02 per share to $0.05 per share.
(iii) On July 30, 2020, the Company completed a private placement for gross proceeds of $317,985 and issued 3,179,850 common shares. The Company also issued 1,589,925 warrants to various subscribers. Each warrant entitles the holders to purchase one common share at a price of $0.25 per share up to July 30, 2022. The Company determined the fair value of warrants issued to be $Nil.

(iv) On October 21, 2020, $1,178,865 of payables were settled with the issuance of 11,788,645 common shares.

(v) On October 27, 2020, $130,708 of payables were settled with the issuance of 1,307,080 common shares.

Merida Minerals Inc. Notes to Unaudited Condensed Interim Consolidated Financial Statements For the three months ended September 30, 2021 and September 30, 2020 (Expressed in Canadian dollars)

7 . SHARE CAPITAL (continued)

d) Stock options

The Company has a stock option plan which provides for the granting of options to purchase common shares to officers, directors, and other service providers at the discretion of the directors.

As at September 30, 2021, the following stock options were outstanding:

			Number of
Number of Options	Exercise	Expiry	Options	Weighted Average
Outstanding	Price($’s)	Date	Exercisable	RemainingLife(years)
850,000	0.10	January 31, 2024	850,000	2.34
600,000	0.10	March 31, 2024	600,000	2.50
800,000	0.10	June 30, 2024	800,000	2.75
1,700,000	0.10	June 30, 2024	800,000	2.75
550,000	0.10	September 30. 2022	550,000	1.00
4,500,000			4,500,000	2.43

The weighted average fair value per option issued during the period was $nil (year ended June 30, 2020 - $0.02).

No options were granted during the three months ended September 30, 2021 and September 30, 2020.

8. FINANCIAL RISK FACTORS

The Company's risk exposures and the impact on the Company's financial instruments are summarized below.

Credit risk

Liquidity risk

As at September 30, 2021 the Company had a cash balance of $158,033 (June 30, 2021 - $161,790) to settle current liabilities of $522,208 (June 30, 2021 - $409,118). The continuing operations of the Company are dependent upon its ability to obtain adequate financing and to commence profitable operations in the future.

Market risk

(a) Interest rate risk

Merida Minerals Inc. Notes to Unaudited Condensed Interim Consolidated Financial Statements For the three months ended September 30, 2021 and September 30, 2020 (Expressed in Canadian dollars)

8. FINANCIAL RISK FACTORS (continued)

(b) Currency risk

(c) Price risk

Fair value of financial assets and liabilities

The Company measures its cash, accounts payable and accrued liabilities, due to related parties and loan payable at amortized cost.

As at September 30, 2021, the fair values of Company's financial instruments approximate their carrying values, given their short-term nature. Due to the use of subjective judgments and uncertainties in the determination of fair values these values should not be interpreted as being realizable in an immediate settlement of the financial instruments.

9. SUBSEQUENT EVENTS

On January 31, 2022, the Company issued 6,333,334 shares at $0.15 per share for proceeds of $950,000.

Subsequent to September 30, 2021, $262,365 of amounts due to related parties have been deferred and will not be repaid until such time as the Company completes an equity financing raising gross proceeds of no less than $8,000,000; or (ii) January 31, 2025. The Company also entered into subsequent debt cancellation agreements with related parties totalling $84,133.

APPENDIX "H" MANAGEMENT'S DISCUSSION AND ANALYSIS OF MERIDA MINERALS INC. AS AT AND FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021

MANAGEMENT DISCUSSION & ANALYSIS FOR THE THREE MONTHS ENDED SEPTEMBER 30 2021

Merida Minerals Inc. Management’s Discussion & Analysis For the three months ended September 30, 2021

Introduction

The following Management’s Discussion & Analysis (“MD&A”) of Merida Minerals Inc. (the “Company” or “Merida”) for the three months ended September 30, 2021 has been prepared to provide material updates to the business operations, liquidity and capital resources of the Company.

This MD&A has been prepared in accordance with National Instrument 51-102 – Continuous Disclosure Obligations . This MD&A is dated December 8, 2021, and this discussion should be read conjunction with the Company’s interim financial statements for the three months ended September 30, 2021 and the audited annual financial statements for the year ended June 30, 2021 as well as for the year ended June 30, 2020, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. This MD&A contains information up to and including December 8, 2021. The Company’s audited financial statements and the financial information contained in this MD&A are prepared in accordance with International Financial Reporting Standards (“IFRS”).

Forward-Looking Statements

1 Merida Minerals Inc. Management’s Discussion & Analysis For the three months ended September 30, 2021

estimates and assumptions that, while considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements.

Corporate Overview

Business Of Merida

Merida Minerals Inc. Management’s Discussion & Analysis For the three months ended September 30, 2021

Property Description and Location

The Project covers an area of 90 km2 which consists of 299 individual Mining Grid rectangles, which form a contiguous block and includes a Zn-Cu-Pb-Ag prospect, known as Las Herrerías.

The Project is located approximately 80 km east-southeast of Badajoz, Spain and is accessible by road.

Amalgamation Agreement

Results of Operations

Revenue

During the three months ended September 30, 2021, the Company had no revenue, which is the same compared to the three months ended September 30, 2020. The Company is continuing with acquisition of mining assets and exploration of the Property.

*Loss from Operations for the three months ended September 30, 2021 and*	*Loss from Operations for the three months ended September 30, 2021 and*	*September 30, 2020*
	2021	2020
Expenses
General and corporate	$ 47,307	$ 385,846
Exploration expenses	-	25,456
Net loss	(47,307)	(411,302)
Other comprehensive income/ (loss)
Foreign currencytranslationgain/(loss)	747	(25,382)
Comprehensive loss	$ (46,520)	$ (436,684)

Merida Minerals Inc.

Management’s Discussion & Analysis

For the three months ended September 30, 2021

For the three months ended September 30, 2021, General and corporate included management fees, as the Company solely focused on advancing its going public transaction. In the comparative period it also included legal, accounting, management, marketing, rent and administration to support its operations.

The decrease in exploration expense was the result of less funds available work on the project in Spain.

Liquidity and Capital Resources

As at September 30, 2021, the Company had a working capital deficiency of $286,514 (June 30, 2021 – working capital deficiency of $283,707); being defined as current assets less current liabilities.

The Company had an increase of cash of $158,033 and restricted cash of $72,000 at September 30, 2021, compared to cash of $161,790 at June 30, 2021. The restricted cash of $72,000 were subscriptions proceeds for a financing, received in advance of closing (January 2022).

At its current operating level, the Company will not have sufficient funds to cover short-term operational needs. The Company expects to still operate at a loss for at minimum the next 12 months. To help with the liquidity issues, management and directors have been deferring compensation, and have in the past, settled part of these fees in exchange for common shares (to help preserve cash). As such, the Company will need additional financing for costs related to corporate operations and exploration activities. The Company is currently addressing its liquidity concerns by proactively planning future financings through the sale of equity and settling other fees and debt with the issuance of shares. The Company has been successful in the past at raising necessary funds but the timing and ability to do so will depend on the liquidity of the financial markets, economic conditions, as well as the acceptance of investors to small cap companies. There can be no guarantee that the Company will be able to secure any required financing.

The primary need for liquidity is to fund exploration programs and to maintain general corporate operations. The primary source of liquidity in the past has primarily been private financings.

Overall, given the working capital deficiency at September 30, 2021, the Company will not be able to meet its general operational requirements for 2021, and will require additional capital for exploration programs in 2022 and to funds operations.

To help alleviate the liquidity concerns, on January 31, 2022, the Company closed a private placement financing through the issuance of 6,333,334 shares at $0.15 per share for proceeds of $950,000.

4 Merida Minerals Inc. Management’s Discussion & Analysis For the three months ended September 30, 2021

Going public transaction

Off balance sheet arrangements

Contractual obligations

With the exception of the Amalgamation Agreement described earlier, there are no other significant contractual obligations.

Risk Factors

Merida Minerals Inc. Management’s Discussion & Analysis For the three months ended September 30, 2021

experienced consulting, engineering, insurance and legal advisors to assist in its risk management reviews.

Although such prices cannot be forecasted with certainty, the Company carefully monitors factors that could affect these commodity prices in order to assess the feasibility of its resource projects.

The Company's risk exposures and the impact on the Company's financial instruments are summarized below.

Credit risk

Liquidity risk

Market risk

(a) Interest rate risk

The Company has cash balances and no long-term debt. The Company's current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions.

6 Merida Minerals Inc. Management’s Discussion & Analysis For the three months ended September 30, 2021

The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. The Company considers this risk to be minimal.

(b) Currency risk

(c) Price risk

Fair value of financial assets and liabilities

The Company measures its cash, accounts payable and accrued liabilities, due to related parties and loan payable at amortized cost.

Critical accounting estimates

Critical judgments and estimation uncertainties

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

Capitalization of exploration and evaluation costs

Merida Minerals Inc. Management’s Discussion & Analysis For the three months ended September 30, 2021

mineral reserves, scoping and feasibility studies, proximity of operating facilities, operating management expertise and existing permits.

Income, value added, withholding and other taxes

Share-based compensation

Going concern assumption

Determination of functional currency

8 Merida Minerals Inc. Management’s Discussion & Analysis For the three months ended September 30, 2021

Impairment of exploration and evaluation assets

Impairment of exploration and evaluation assets (continued)

Capital Management

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

The Company is not subject to any externally imposed capital requirements.

Merida Minerals Inc. Management’s Discussion & Analysis For the three months ended September 30, 2021

Exploration and Evaluation of Project

On July 25, 2019, La Joya and Amaiur entered into a Joint Venture Agreement to explore and, if proved economic, develop the Herrerias Property.

€75,000 plus 21%VAT (€15,750)
Issue 2,300,000 shares to Amaiur
A royalty 1% Net Smelter Return (NSR)

Loan from Related Party

Related Party Transactions and Balances

Compensation of key management personnel

10

Merida Minerals Inc. Management’s Discussion & Analysis For the three months ended September 30, 2021

key management personnel and entities over which they have control or significant influence were as follows for the three months ended September 30, 2021 and 2020:

	2021	2020
Salary or other short-term benefits	$ 45,483	$ 45,483
Professional and legal fee	-	152,911
Consultancyfees	-	31,669
	$ 45,483	$230,063

Other related party balances and transactions

Share capital

As at the date of this MD&A, there were 51,010,160 Common Shares outstanding, 4,756,590 warrants, and 4,500,000 stock options.

Merida Minerals Inc. Management’s Discussion & Analysis For the three months ended September 30, 2021

APPENDIX "I"

PRO FORMA FINANCIAL STATEMENTS OF THE RESULTING ISSUER

Unaudited Pro Forma Consolidated Statement of Financial Position of Resulting Issuer

As at September 30, 2021

Merida Minerals Inc./ Winston Capital Group Inc.

Unaudited Pro Forma Consolidated Statement of Financial Position

As at September 30, 2021

(In Canadian dollars)

MERIDA MINERALS INC./WINSTON CAPITAL GROUP INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at September 30, 2021

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at September 30, 2021
(Expressed in Canadian dollars) Adjusted Merida Minerals Inc. Merida Minerals Inc. 30-Sep-21 Merida financing (note 2(b)) Merida financing cash commission (note 2(b)) Accrued charges (note 2(i)) Property acquisition payment (note 2(m)) Deferral and cancellation of liabilities (note 2(l)) 30-Sep-21 Assets Cash and cash equivalents 158,033 $ 950,000 $ (66,500) $ (120,000) $ (135,000) $ - $ 786,533 $ Restricted cash 72,000.00 (72,000.00) - Accounts receivable - - - - - - - Prepaid expenses 5,661 - - - - - 5,661 235,694 878,000 (66,500) (120,000) (135,000) - 792,194 Exploration and evaluation assets - - - - 135,000 - 135,000 Total assets 235,694 $ 878,000 $ (66,500) $ (120,000) $ - $ - $ 927,194 $ Liabilities and Shareholders' Equity Current Liabilities: Accounts payable and accrued liabilities 67,834 $ - $ - $ - $ - $ - $ 67,834 $ Subscriptions received in advance 72,000 (72,000) - - - - - Due to related parties (note 2 (l)) 382,374 - - - - (346,498) 35,876 522,208 (72,000) - - - (346,498) 103,710 Long term liabilities 46,801 - 262,365 309,166 Total liabilities 569,009 (72,000) - - - (84,133) 412,876	Adjusted Winston Capital Group Inc. Winston Capital Group Inc. 30-Sep-21 Elimination of equity (note 2(d)) Issue of shares (note 2(e)) 30-Sep-21 246,989 $ - - 246,989 $ 11,218 - - 11,218 - - - - 258,207 - - 258,207 - - - - 258,207 $ - $ - $ 258,207 $ 5,544 $ - $ - $ 5,544 $ - - - - - - 5,544 - - 5,544 - - - - 5,544 $ - $ - $ 5,544 $	Pro Forma
		Consolidated 30-Sep-21
	246,989 $ - - 11,218 - - - - -	1,033,522 $ 11,218 5,661
	258,207 - - - - -	1,050,401
		135,000
	258,207 $ - $ - $	1,185,401 $
	5,544 $ - $ - $ - - - - - -	73,378 $ -
		35,876
	5,544 - - - - -	109,254
		309,166
	5,544 $ - $ - $	418,420 $
Shareholders' equity: Share capital 2,235,221 926,199 (66,500) - - - 3,094,920 Contributed surplus 51,200 - - - - - 51,200 Warrants - 23,801 - - - - 23,801 Accumulated other comprehensive income (19,559) - - - - - (19,559) Deficit (2,600,177) - - (120,000) - 84,133 (2,636,044) (333,315) 950,000 (66,500) (120,000) - 84,133 514,318 235,694 $ 878,000 $ (66,500) $ (120,000) $ - $ - $ 927,194 $	518,547 (518,547) 1,230,000 1,230,000 67,258 (67,258) - - - - - - - - - - (333,142) 333,142 (977,337) (977,337) 252,663 (252,663) 252,663 252,663 258,207 $ (252,663) $ 252,663 $ 258,207 $	4,324,920 51,200 23,801 (19,559) (3,613,381)
		766,981
		1,185,401 $

The accompanying notes are an integral part of this unaudited pro forma statement of financial position

MERIDA MINERALS INC. /WINSTON CAPITAL GROUP INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT SEPTEMBER 30, 2021 ( expressed in United States dollars)

1. BASIS OF PRESENTATION

The accompanying unaudited pro forma consolidated statement of financial position of Winston Capital Group Inc. (“Winston”) and Merida Minerals Inc. (“Merida”) has been prepared by management to reflect the proposed transactions as described in Note 2.

The unaudited pro forma consolidated statement of financial position has been prepared from information derived from and should be read in conjunction with the following:

The unaudited financial statements of Merida Minerals Inc. for the three months ended September 30, 2021 and;
The unaudited consolidated financial statements of Winston for the three and nine months ended September 30, 2021. This unaudited pro forma consolidated statement of financial position has been presented assuming the Transaction had been completed on September 30, 2021.

The Transaction (see Note 2) has been accounted for in accordance with IFRS 2, Share-Based Payment. The Transaction is considered to be a reverse takeover of Winston by Merida (the “Resulting Issuer”). A reverse takeover transaction involving a non-public operating entity and a non-operating company is in substance a share-based payment transaction, rather than a business combination. The Transaction is equivalent to the issuance of shares by Merida for the net assets and the public listing status of the nonoperating company, Winston. The fair value of the shares issued was determined based on the fair value of the common shares issued by Merida. The Resulting Issuer will retain the accounting policies of Merida.

The unaudited pro forma consolidated statement of financial position has been prepared by management, and, in the opinion of management, includes all adjustments necessary for fair presentation. No adjustments have been made to reflect additional costs or cost savings that could result from the combination of the operations of Merida and Winston, as management does not anticipate any material costs or cost savings as a result of the Transaction.

The unaudited pro forma consolidated statement of financial position has been prepared for illustration purposes only and may not be indicative of the combined results or financial position had the Transaction been in effect at the date indicated. The unaudited pro forma consolidated statement of financial position should be read in conjunction with other information contained in the Filing Statement.

MERIDA MINERALS INC. /WINSTON CAPITAL GROUP INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT SEPTEMBER 30, 2021 ( expressed in United States dollars)

2. ASSUMPTIONS AND PRO FORMA ADJUSTMENTS

The pro forma adjustments contained in the unaudited pro forma consolidated statement of financial position are based on estimates and assumptions by management of Merida Minerals Inc. based on available information and the receipt and closing of the Transaction, private placements and equipment acquisitions, as if they had occurred on June 30, 2021.

On December 9th, 2020, Winston, Merida and 2797200 Ontario Inc. entered into the Amalgamation Agreement. Pursuant to the Amalgamation Agreement, Merida will amalgamate with 2797200 Ontario Inc to form an amalgamated entity ("Amalco"), which will continue as a wholly owned subsidiary of Winston. In connection with the completion of the Amalgamation, each holder of Merida Common Shares shall exchange their Merida Common Shares for Resulting Issuer Common Shares on the basis of one (1) fully paid and non-assessable Resulting Issuer Common Share for every one Merida Common Share held.

Pursuant to the terms of the Amalgamation, the unaudited pro forma consolidated statement of financial position gives effect to the following assumptions and adjustments:

(a) Merida shareholders will receive one share of the resulting issuer for each Merida Minerals Inc. share held.
(b) Merida will complete a private placement financing of units, to raise approximate gross proceeds of $950,000 (the “Private Placement”), through the issuance of 6,333,333 units at $0.15 per unit (“Unit”). Each Unit will consist of one common share and one half of one (1/2) share purchase warrant ("Merida Unit Warrant"). Each whole Merida Unit Warrant is exercisable at a price of $0.30 per Merida Common Share for a period of twenty-four (24) months from the closing of the Private Placement. The warrants were assigned a value of $nil, using the residual value approach.

In connection with the Private Placement, Merida, in its discretion, may pay a cash commission of up to 7% ($66,500) of the gross proceeds from the sale of the Units and a number of broker warrants ("Broker Warrants") that is up to 7% of the number of Units sold (443,333) pursuant to the Private Placement. Each Broker Warrant will entitle the holder to one common share and is exercisable at a price of $0.30 per Common Share for a period of 24 months from the date of issuance, subject to the requirements of the Exchange. The broker warrants were assigned a value of $23,801 using the Black Scholes option pricing model with the following assumptions: exercise price of $.30, stock price of $0.15, risk free interest rate 0.70%; expected volatility of 100%; expected dividend yield of 0% and an expected life of 2 years.

MERIDA MINERALS INC. /WINSTON CAPITAL GROUP INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT SEPTEMBER 30, 2021 ( expressed in United States dollars)

2. ASSUMPTIONS AND PRO FORMA ADJUSTMENTS (continued)

Other assumptions:

(c) Merida Minerals Inc.is the deemed acquirer, and issued 7,500,000 common shares, and 750,000 stock options, to acquire 100% of the issued and outstanding common shares of Winston; and
(d) Share capital, contributed surplus and the deficit of Winston are eliminated.
(e) The fair value of the consideration is as follows:

The fair value of the consideration is as follows:

The fair value of the consideration is as follows:
Deemed issuance 7,500,000* common shares to the former shareholders of Winston	$ 1,125,000
Issuance of 750,000stock options	105,000
	$1,230,000
The allocation of the consideration is as follows:
Cash	$ 246,989
Prepaid expenses	11,218
Accounts payable	(5,544)
Listingcosts expensed	977,337
Value attributed to shares issued	$1,230,000

*share price based on Merida’s private placement in (b)

(f) Winston has 750,000 stock options outstanding, exercisable at $0.10 expiring February 29, 2029 and 500,000 Winston warrants that expired on February 28, 2021. Winston has no other dilutables outstanding. The 750,000 stock options were valued at $105,000 using the black scholes options pricing model using the following assumptions: exercise price of $0.10, risk free rate of return 0.70%, annualized volatility of 100% and dividend rate of 0%.
(g) Merida has 4,500,000 outstanding stock options. Each Merida option will be exchanged for one resulting issuer option with the same terms, as follows:

Number of Options	Exercise	Expiry	Number of Options
Outstanding	Price ($’s)	Date	Exercisable
850,000	0.10	January 31, 2024	850,000
600,000	0.10	March 31, 2024	600,000
800,000	0.10	June 30, 2024	800,000
1,700,000	0.10	June 30, 2024	1,700,000
550,000	0.10	September 30. 2022	550,000

MERIDA MINERALS INC. /WINSTON CAPITAL GROUP INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT SEPTEMBER 30, 2021 ( expressed in United States dollars)

4,500,000 4,500,000

No other options will be granted concurrent with the Transaction.

(h) Merida has 1,589,925 warrants outstanding prior to the Private Placement and will issue 3,610,000 with the Private Placement. Each warrant will be exchanged for those of the resulting issuer at the same terms, as follows:

Number of
Warrants	Exercise	Expiry
Outstanding	Price($’s)	Date
1,589,925 *	0.25	July 20, 2022
3,166,667 *	0.30	March 31, 2023
443,333 **	0.30	March 31,2023
5,199,925

value of $250,400 using the black scholes options pricing model model using the following assumptions exercise price of $0.30, interest rate of 0.70%, annualized volatility 100% and a term of 2 years.
**value of $23,801 using the black scholes options pricing model using the following assumptions: exercise price of $0.30, interest rate of 0.70%, annualized volatility 100% and a term of 2 years.
(i) Additional costs associated with the Transaction which have not been incurred are estimated to be approximately $120,000.
(j) The pro forma effective income tax rate applicable will be approximately 28%.
(k) Winston will change its name to Merida Minerals Inc., as the Resulting issuer will carry on the business of Merida.
(l) Subsequent to September 30, 2021, $262,365 of amounts due to related parties have been deferred and will not be repaid using the proceeds of the financing in 2(b). The Company also entered into subsequent debt cancellation agreements with related parties totaling $84,133.
(m) A payment of €75,000 + VAT (CAD$135,000) for a payment on acquisition of the property.

MERIDA MINERALS INC. /WINSTON CAPITAL GROUP INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT SEPTEMBER 30, 2021 ( expressed in United States dollars)

3. PRO FORMA SHARE CAPITAL

	Number of	Dollar amount
Balance of Winston at September 30, 2021	7,500,000	$ 518,547
Elimination of Winston capital on RTO	(7,500,000)	(518,547)
Deemed issuance of Merida shares and 750,000 stock options for
acquisition of Winston	7,500,000	1,230,000
Balance of Merida at September 30, 2021	44,676,826	2,235,221
Private placement	6,333,333	950,000
Finder’s fee - cash	-	(66,500)
Finder’s fee - agent options	-	(23,801)
	58,510,159	$4,324,920

APPENDIX "J"

STOCK OPTION PLAN OF THE RESULTING ISSUER

STOCK OPTION PLAN OF MERIDA MINERALS INC.

1. Purpose

The purpose of the Stock Option Plan (the “ Plan ”) of Merida Minerals Inc., a corporation formed under the Business Corporations Act (Ontario) (the “ Corporation ”) is to advance the interests of the Corporation by encouraging the directors, officers, employees and consultants of the Corporation, and of its subsidiaries and affiliates, if any, to acquire common shares in the share capital of the Corporation (the “ Shares ”), thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs.

2. Administration

The Plan shall be administered by the board of directors of the Corporation or by a special committee of the directors appointed from time to time by the board of directors of the Corporation pursuant to rules of procedure fixed by the board of directors (such committee or, if no such committee is appointed, the board of directors of the Corporation, is hereinafter referred to as the “ Board ”). A majority of the Board shall constitute a quorum, and the acts of a majority of the directors present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the directors.

Subject to the provisions of the Plan, the Board shall have authority to construe and interpret the Plan and all option agreements entered into thereunder, to define the terms used in the Plan and in all option agreements entered into thereunder, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations necessary or advisable for the administration of the Plan. All determinations and interpretations made by the Board shall be binding and conclusive on all participants in the Plan and on their legal personal representatives and beneficiaries.

Each option granted hereunder may be evidenced by an agreement in writing, signed on behalf of the Corporation and by the optionee, in such form as the Board shall approve. Each such agreement shall recite that it is subject to the provisions of this Plan.

3. Stock Exchange Rules

All options granted pursuant to this Plan shall be subject to rules and policies of any stock exchange or quotation system on which the common shares of the Corporation are then listed and any other regulatory body having jurisdiction hereinafter (hereinafter collectively referred to as, the “ Exchange ”).

4. Shares Subject to Plan

Subject to adjustment as provided in Section 21 hereof, the Shares to be offered under the Plan shall consist of common shares of the Corporation’s authorized but unissued common shares. The aggregate number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed 10% of the issued and outstanding common shares of the Corporation at the time of the grant. If any option granted hereunder shall expire or terminate for any reason in accordance with

the terms of the Plan without being exercised, the unpurchased Shares subject thereto shall again be available for the purpose of this Plan.

5. Maintenance of Sufficient Capital

The Corporation shall at all times during the term of the Plan reserve and keep available such numbers of Shares as will be sufficient to satisfy the requirements of the Plan.

6. Eligibility and Participation

Directors, officers, consultants, and employees of the Corporation or its subsidiaries, and employees of a person or company which provides management services to the Corporation or its subsidiaries (“ Management Company Employees ”) shall be eligible for selection to participate in the Plan (such persons hereinafter collectively referred to as “ Participants ”). Subject to compliance with applicable requirements of the Exchange, Participants may elect to hold options granted to them in an incorporated entity wholly owned by them and such entity shall be bound by the Plan in the same manner as if the options were held by the Participant. Prior to the grant of options to a Participant, the Corporation and the Participant must each represent that the Participant is a bona fide employee of the Corporation or bona fide Management Company Employee.

Subject to the terms hereof, the Board shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted and vested, and the number of Shares to be subject to each option. In the case of employees or consultants of the Corporation or Management Company Employees, the option agreements to which they are party must contain a representation of the Corporation that such employee, consultant or Management Company Employee, as the case may be, is a bona fide employee, consultant or Management Company Employee of the Corporation or its subsidiaries. A Participant who has been granted an option may, if such Participant is otherwise eligible, and if permitted under the policies of the Exchange, be granted an additional option or options if the Board shall so determine.

7. Exercise Price

(a) The exercise price of the Shares subject to each option shall be determined by the Board, subject to applicable Exchange approval, at the time any option is granted. In no event shall such exercise price be lower than the Discounted Market Price, as such term is defined by the Exchange.
(b) Once the exercise price has been determined by the Board, accepted by the Exchange (if applicable) and the option has been granted, the exercise price of an option may be reduced upon receipt of Board approval, provided that in the case of options held by Insiders (as defined below), the exercise price of an option may be reduced only if disinterested shareholder approval is obtained.

8. Number of Optioned Shares

(a) The number of Shares subject to an option granted to any one Participant shall be determined by the Board, but no one Participant shall be granted an option which exceeds the maximum number permitted by the Exchange.
(b) No single Participant may be granted options to purchase a number of Shares equaling more than 5% of the issued common shares of the Corporation in any twelve-month period unless the Corporation has obtained disinterested shareholder approval in respect of such grant and meets applicable Exchange requirements.
(c) Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any twelve-month period to any one consultant of the Corporation (or any of its subsidiaries).
(d) Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any twelve-month period to persons employed to provide investor relations activities. Options granted to Consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least 12 months with no more than 1⁄4 of the options vesting in any 3-month period.
(e) The Insiders of the Corporation (as that term is defined in TSX Venture Exchange Policy 1.1) (the “ Insiders ”), as a group, shall not be granted options to purchase a number of Shares equaling more than 10% of the issued and outstanding common shares of the Corporation unless the Corporation has obtained disinterested shareholder approval in respect of such grant and meets applicable Exchange requirements.
(f) The Insiders, as a group, shall not be granted options to purchase a number of Shares equaling more than 10% of the issued and outstanding common shares of the Corporation in any twelve-month period, calculated as at the date any option is granted to any Insider, unless the Corporation has obtained disinterested shareholder approval in respect of such grant and meets applicable Exchange requirements

9. Duration of Option

Each option and all rights thereunder shall be expressed to expire on the date set out in the option agreement and shall be subject to earlier termination as provided in Sections 11, 12 and 14, provided that in no circumstances shall the duration of an option exceed the maximum term permitted by the Exchange. For greater certainty, if the Corporation is listed on the Canadian Securities Exchange or the TSX Venture Exchange, the maximum term may not exceed 10 years.

10. Option Period, Consideration and Payment

(a) The option period shall be a period of time fixed by the Board not to exceed the maximum term permitted by the Exchange, provided that the option period shall be reduced with respect to any option as provided in Sections 11, 12 and 14 covering

cessation as a director, officer, consultant, employee or Management Company Employee of the Corporation or its subsidiaries, or death of the Participant.

(b) Subject to any vesting restrictions imposed by the Exchange, the Board may, in its sole discretion, determine the time during which options shall vest and the method of vesting, or that no vesting restriction shall exist.
(c) Subject to any vesting restrictions imposed by the Board, options may be exercised in whole or in part at any time and from time to time during the option period. To the extent required by the Exchange, no options may be exercised under this Plan until this Plan has been approved by a resolution duly passed by the shareholders of the Corporation.
(d) Except as set forth in Sections 11 and 12, no option may be exercised unless the Participant is at the time of such exercise a director, officer, consultant, or employee of the Corporation or any of its subsidiaries, or a Management Company Employee of the Corporation or any of its subsidiaries.
(e) The exercise of any option will be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Shares with respect to which the option is being exercised, accompanied by cash payment, certified cheque or bank draft (or such other manner of payment that is acceptable to the Corporation, acting reasonably) for the full purchase price of such Shares with respect to which the option is exercised. No Participant or his legal representatives, legatees or distributes will be, or will be deemed to be, a holder of any common shares of the Corporation unless and until the certificates for Shares issuable pursuant to options under the Plan are issued to him or them under the terms of the Plan.

11. Ceasing To Be a Director, Officer, Consultant or Employee

(a) Subject to subsection (b), if a Participant shall cease to be a director, officer, consultant, employee of the Corporation, or its subsidiaries, or ceases to be a Management Company Employee, for any reason (other than death or termination with cause), such Participant may exercise his option to the extent that the Participant was entitled to exercise it at the date of such cessation, provided that such exercise must occur within the earlier of the option expiry date and ninety (90) days, after the Participant ceases to be a director, officer, consultant, employee or a Management Company Employee.
(b) Nothing contained in the Plan, nor in any option granted pursuant to the Plan, shall as such confer upon any Participant any right with respect to continuance as a director, officer, consultant, employee or Management Company Employee of the Corporation or of any of its subsidiaries or affiliates.

12. Death of Participant

Notwithstanding section 11, if a Participant dies, the legal representatives of the Participant may exercise the options held by the Participant within a period after the date of the Participant’s death. For greater certainty shall remain outstanding beyond one-hundred eighty (180) days following the date of death or such other period as determined by the Board, provided that, in any event, no option shall remain outstanding for any period that exceeds the expiry date of such Option. The Board may determine at any time, including for greater certainty at any time subsequent to the date of grant of the options, that such portion of the option vests automatically or pursuant to a vesting schedule determined by the Board. The Board may delegate authority to the Chief Executive Officer to make any determination with respect to the expiry or termination date of options or vesting of options or any portion thereof held by any deceased Participant. If the legal representative of a Participant who has died exercises the option of the Participant in accordance with the terms of this Plan, the Corporation will have no obligation to issue the Shares until evidence satisfactory to the Corporation has been provided by the legal representative that the legal representative is entitled to act on behalf of the Participant to purchase the Shares under this Plan.

13. Disability of Participant

If the employment or engagement of a participant is terminated by the Corporation by reason of such participant’s Disability, any options held by such participant shall be exercisable by such participant or by the legal representative on or before the date which is the earlier of one hundred and eighty (180) days following the termination of employment, engagement or appointment as a director or officer and the applicable expiry date.

For the purposes of this plan, “Disability” means a medically determinable physical or mental impairment expected to result in death or to last for a continuous period of not less than twelve (12) months, and which causes an individual to be unable to engage in any substantial gainful activity, or any other condition of impairment that the Board, acting reasonably, determines constitutes a disability;

14. Termination with Cause

Notwithstanding section 11, in the event that a Participant is terminated for cause, as such term is defined in the agreement governing such Participants relationship with the Corporation and/or applicable laws, the option previously granted to such Participant will expire immediately upon such termination for cause. For greater certainty, immediately upon such termination for cause, the option shall concurrently expire and terminate and be of no further force or effect whatsoever.

15. Rights of Optionee

No person entitled to exercise any option granted under the Plan shall have any of the rights or privileges of a shareholder of the Corporation in respect of any Shares issuable upon exercise of such option until certificates representing such Shares shall have been issued and delivered.

16. Vesting

Unless the Board determines otherwise, options held by or exercisable by a participant or a legal representative shall, during the period prior to their termination, continue to vest in accordance with any vesting schedule to which such options are subject.

17. Acceleration on Change of Control

(a) For the purposes of this Section 16, “ Change of Control ” means the occurrence of any one or more of the following:
(i) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Corporation or any of its Affiliates and another corporation or other entity, as a result of which the holders of Shares prior to the completion of the transaction hold less than 50% of the outstanding shares of the successor corporation after completion of the transaction;
(ii) a resolution is adopted to wind-up, dissolve or liquidate the Corporation;
(iii) any person, entity or group of persons or entities acting jointly or in concert (an “ Acquiror ”) acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Corporation which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or Associates and/or Affiliates of the Acquiror to cast or to direct the casting of 20% or more of the votes attached to all of the Corporation’s outstanding Voting Securities which may be cast to elect directors of the Corporation or the successor corporation (regardless of whether a meeting has been called to elect directors);
(iv) as result of or in connection with: (A) a contested election of directors; or (B) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Corporation or any of its Affiliates and another corporation or other entity, the nominees named in the most recent Management Information Circular of the Corporation for election to the Board shall not constitute a majority of the Board; or
(v) the Board adopts a resolution to the effect that a Change of Control as defined herein has occurred or is imminent.

For the purposes of the foregoing, “ Voting Securities ” means Shares and any other shares entitled to vote for the election of directors of the Corporation and shall include any security, whether or not issued by the Corporation, which are not shares entitled to vote for the election of directors of the Corporation but are convertible into or exchangeable for shares which are entitled to vote for the election of directors of the Corporation including any options or rights to purchase such shares or securities;

For the purposes of the foregoing, “control” means the ability of a person or company, directly or indirectly, to direct management and policies of another person or company, as defined in the Securities Act (Ontario);

(b) In the event of a Change of Control, all Options outstanding shall be immediately exercisable, notwithstanding any determination of the Board pursuant to this Plan or any stock option agreements, if applicable, and the expiry date of such Options shall remain the same. In the event of a Change of Control and options are held by Consultants performing Investor Relations, as such terms are defined by the Exchange, vesting of such options shall be subject to Exchange approval. In any event, upon a Change of Control, Participants shall not be treated any more favourably than shareholders of the Corporation with respect to the consideration that the Participant would be entitled to receive for their Shares.

18. Right to Terminate Options on Sale of Corporation

Notwithstanding any other provision of this Plan, if the Board at any time by resolution declares it advisable to do so in connection with any proposed Change of Control (collectively, the “ Proposed Transaction ”), the Corporation may give written notice to all Participants advising them that, within 30 days after the date of the notice each Participant must advise the Board whether the Participant desires to exercise its options prior to the closing of the Proposed Transaction, provided that the Proposed Transaction is completed within 180 days after the date of the notice. In the event the Proposed Transaction is completed within 180 days after the date of the notice and the Participant does not advise the Board of their desire to exercise its options prior to the closing of the Proposed Transaction, the said options shall expire. If the Proposed Transaction is not completed within the 180-day period, no right under any option will be exercised or affected by the notice. If a Participant gives notice that the Participant desires to exercise its options prior to the closing of the Proposed Transaction, then all options which the Participant elected by notice to exercise will be exercised immediately prior to the effective date of the Proposed Transaction or such earlier time as may be required to complete the Proposed Transaction.

19. Withholding

(a) To the extent required under applicable law, the Corporation shall be entitled to take all reasonable and necessary steps, which may include the sale of certain Shares issued upon the exercise of any option granted under the Plan (other than a redemption or purchase for cancellation), or obtain all reasonable or necessary indemnities, assurances, payments or undertakings, to the sole satisfaction of the Corporation, to satisfy any tax remittance obligations of the Corporation or any Subsidiary to any taxing authorities arising in respect of any exercise of any options granted hereby or any other options heretofore granted by the Corporation and the President of the Corporation shall be appointed as the attorney-in-fact for any person granted an option under this Plan to take all such reasonable and necessary steps or Share sales.
(b) Each Participant (or their beneficiaries) shall be responsible for all taxes with respect to any options granted to such Participant under this Plan, whether as a result of the grant or exercise of options or otherwise. The Corporation makes no guarantee to any person regarding the tax treatment of options or payments made

under this Plan and none of the Corporation, or any of its employees or representatives shall have any liability to any Participant with respect thereto.

20. Proceeds from Sale of Shares

The proceeds from the sale of Shares issued upon the exercise of options shall be added to the general funds of the Corporation and shall thereafter be used from time to time for such corporate purposes as the Board may determine.

21. Adjustments

If the outstanding common shares of the Corporation are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Corporation or another corporation or entity through re-organization, merger, re-capitalization, re-classification, stock dividend, subdivision or consolidation, any adjustments relating to the Shares optioned or issued on exercise of options and the exercise price per Share as set forth in the respective stock option agreements shall be made in accordance to the terms of such agreements.

Adj ustments under this Section shall be made by the Board whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional Share shall be required to be issued under the Plan on any such adjustment.

Adjustments under this Section, other than Adjustments related to subdivisions or consolidations, shall be subject to prior approval of the Exchange.

22. Transferability

All benefits, rights and options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein or the extent, if any, permitted by the Exchange. During the lifetime of a Participant any benefits, rights and options may only be exercised by the Participant.

23. Amendment and Termination of Plan

(a) The Board may, at any time, amend or terminate the terms and conditions of the Plan by resolution of the Board (the “ Amendment Procedure ”). Any amendment to the Plan shall take effect only with respect to options granted after the effective date of such amendment, provided that it may apply to any outstanding options with the mutual consent of the Corporation and the Participant to whom such options have been granted. Without limiting the generality of the foregoing, the Board may use the Amendment Procedure without seeking shareholder approval when:
(i) effecting amendments of a “housekeeping” or administerial nature including, without limiting the generality of the foregoing, any amendment for the purpose of curing any ambiguity, error, typographical error, inconsistency or omission in or from the Plan;

(ii) effecting amendments to clarify existing provisions of the Plan that do not have the effect of altering the scope, nature and intent of such provisions; and
(iii) any other amendment, whether fundamental or otherwise, not requiring shareholder approval under applicable law (including, without limitation, the rules, regulations, and policies of the Exchange).
(b) Shareholder approval will be required for the following types of amendments:
(i) amendments that increase the number of Shares issuable under the Plan, except such increases by operation of Section 19 of the Plan;
(ii) amendments required to be approved by shareholders under applicable law (including, without limitation, pursuant to the rules, regulations and policies of the Exchange).
(iii) altering, extending or accelerating the terms and conditions of vesting of any options, subject to the prior written approval of the Exchange;
(iv) accelerating the expiry date of options;
(v) amending the definitions contained within the Plan;
(vi) effecting amendments necessary to comply with the provisions of applicable laws (including, without limitation, the rules, regulations and policies of the Exchange), or necessary or desirable for any advantages or other purposes of any tax law (including, without limitation, the rules, regulations, and policies of the Canada Revenue Agency or any taxation authority);
(vii) effecting amendments respecting the administration of the Plan; and
(viii) effecting amendments necessary to suspend or terminate the Plan.
(c) disinterested shareholder approval will be required for the following types of amendments:
(i) amendments to the Plan that could result in the number of Shares reserved for issuance under the Plan to Insiders, within a 12-month period, exceeding 10% of the outstanding issue;
(ii) the grant to Insiders of a number of options exceeding 10% of the Company’s issued Shares at any time;
(iii) the grant to Insiders, within a 12-month period, of a number of options exceeding 10% of the Company’s issued Shares, calculated as at the date any stock option is granted or issued to any Insider;

(iv) an extension of the term of the Plan;
(v) any reduction in the price or extension of term of an option if the Participant is an Insider at the time of the proposed amendment; and
(vi) amendments requiring disinterested shareholder approval under applicable law (including, without limitation, pursuant to the rules, regulations and policies of the Exchange).

In addition to the above, all amendments to the Plan are subject to the approval of the Exchange.

24. Necessary Approvals

The ability of a Participant to exercise options and the obligation of the Corporation to issue and deliver Shares in accordance with the Plan is subject to any approvals that may be required from shareholders of the Corporation and any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If any Shares cannot be issued to any Participant for whatever reason, the obligation of the Corporation to issue such Shares shall terminate and any option exercise price paid to the Corporation will be returned to the Participant.

25. Effective Date of Plan

The Plan has been adopted by the Board as of the [  ][th] day of [  ], [  ]. The Plan may be subject to Exchange approval at a later date.

26. Interpretation

The Plan will be governed by and construed in accordance with the laws of the Province of Ontario.

CERTIFICATE OF WINSTON CAPITAL GROUP INC.

The foregoing document constitutes full, true and plain disclosure of all material facts relating to the securities of Winston Capital Group Inc. (" Winston "), assuming Completion of the Qualifying Transaction.

DATED February 14, 2022.

(signed) "Bruce Bent" Bruce Bent President, Chief Executive Officer, Chief Financial Officer and Director

(signed) "Michael White" Michael White Corporate Secretary and Director

ON BEHALF OF THE BOARD OF DIRECTORS OF WINSTON CAPITAL GROUP INC.

(signed) "John Gamble" (signed) "Dave Woolford" John Gamble Dave Woolford Director Director

CERTIFICATE OF MERIDA MINERALS INC.

The foregoing as it relates to Merida Minerals Inc.(" Merida ") constitutes full, true and plain disclosure of all material facts relating to the securities of Merida.

DATED February 14, 2022.

(signed) "Norman Brewster" Norman Brewster President, Chief Executive Officer, and Director

(signed) "Kyle Appleby" Kyle Appleby Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS OF MERIDA MINERALS INC.

(signed) "Rahim Allani" (signed) "Miguel Cabal" Rahim Allani Miguel Cabal Director Director

ACKNOWLEDGEMENT

"Personal Information" means any information about an identifiable individual, and includes information contained in any items in the attached filing statement that are analogous to Items 4.2, 11, 12.1, 15, 17.2, 18.2, 23, 24, 26, 31.3, 32, 33, 34, 35, 36, 37, 38, 40 and 41 of Form 3B2 of the Exchange, as applicable.

The undersigned acknowledges and agrees that it has obtained the express written consent of each individual related or connected to the undersigned to:

(a) the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to Form 3B2 of the Exchange; and
(b) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.

WINSTON CAPITAL GROUP INC.

Per: (signed) "Bruce Bent" Bruce Bent President, Chief Executive Officer, Chief Financial Officerand Director

AI assistant

Hispania Resources Inc. — M&A Activity 2022

47723_rns_2022-02-16_daefd55d-63ca-423d-bc3e-0a142a11a18e.PDF

FILING STATEMENT

WINSTON CAPITAL GROUP INC.

IN RESPECT OF

MERIDA MINERALS INC.

AND

2797200 ONTARIO INC.

TABLE OF CONTENTS

APPENDICES

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

SOURCE OF INFORMATION

CURRENCY INFORMATION

DATE OF INFORMATION

GLOSSARY OF TERMS

" Non-Arm's Length Party " means:

SUMMARY OF FILING STATEMENT

The Entities

Winston

Merida

2797200 Ontario Inc

The Project

PROPOSED EXPLORATION BUDGET

Field Mapping

Geophysical Processing and Interpretation

Gravimetric Survey and Structural Interpretation

The Transaction

Merida Private Placement

Amalgamation

Interests of Insiders

Notes:

Arm's Length Transaction

Available Funds and Principal Purposes

Notes:

Selected Pro Forma Consolidated Financial Information

Exchange Listing and Market Price

Conflicts of Interest

Interest of Experts and Others

Risk Factors

AN INVESTMENT IN SECURITIES OF WINSTON AND, FOLLOWING THE COMPLETION OF THE TRANSACTION, THE RESULTING ISSUER IS HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK AND SHOULD ONLY BE MADE BY INVESTORS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.

Conditional Acceptance of the Exchange

RISK FACTORS

The Transaction May Not Be Completed

Nature of Mineral Exploration and Mining

Exploration, Development and Operations

Additional Financing

No Earnings and History of Losses

Volatility of Commodity Prices

Foreign Operations Risk

Acquiring Title

Title Matters

Insurance and Uninsured Risks

Environmental Risks and Hazards

Construction and Start-up of New Mines

Infrastructure

Competition for Exploration, Development and Operation Rights

Limited Operating History

Reliance on Project

Risks Associated with the Project

Governmental Regulation

Attracting and Retaining Talented Personnel

Possible Conflicts of Interest of Directors and Officers of the Resulting Issuer

Permitting Risk

Volatility of Market for Resulting Issuer Common Shares

Dilution Risk

Dividends

Public Health Crisis

INFORMATION CONCERNING WINSTON

Corporate Structure

Name and Incorporation

General Development of the Business

History

Selected Financial Information

Management's Discussion and Analysis

Description of Securities

Winston Common Shares

Preferred Shares

Escrowed Shares

Stock Option Plan

Hispania Resources Inc. M&A Activity 2022