Jiva Technologies Inc. — Capital/Financing Update 2020

Jul 16, 2020

For Immediate Release

July 15, 2020

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

WINSTON RESOURCES INC.

WINSTON RESOURCES PROVIDES UPDATE ON REVERSE TAKEOVER TRANSACTION WITH PLANTX AND EFFECTIVE DATE FOR CONSOLIDATION OF SHARES AND CHANGE OF NAME

Winston Resources Inc. (“ Winston ” or the " Company ") ( CSE: WRW; FSE:WNT ) is pleased to announce that further to its press releases of January 24 and April 14, 2020 and in connection with the acquisition by the Company of all of the issued and outstanding common shares in the capital of PlantX Life Inc. (“ PlantX ”) in exchange for common shares (the “ Shares ”) in the capital of the Company (the “ Acquisition ”), the Company has entered into an amended and restated share exchange agreement dated July 10, 2020 (the “ Amending Agreement ”) amending and restating the share exchange agreement dated March 27, 2020. Pursuant to the Amending Agreement, the Company will now issue an aggregate of 35,572,220 Shares (the “ Payment Shares ”) to the holders of all of the issued and outstanding common shares in the capital of PlantX at a deemed price of $0.25 per Payment Share on a post-consolidated basis.

The Payment Shares will be subject to escrow conditions and/or resale restrictions as required by applicable securities laws and the policies of the Canadian Securities Exchange (“ CSE ”). In addition, 15,000,000 Payment Shares will be subject to a voluntary 18 month hold period, whereby 10% of such Payment Shares will be released on the listing date and an additional 30% will be released every six months thereafter.

In connection with the Acquisition and pursuant to the Amending Agreement, the Company will now issue 3,557,222 Shares on a post-consolidated basis to an arm’s length third party at a deemed price of $0.25 per Share as a finder’s fee.

The Company also announces that effective July 17, 2020, Winston will change its name to “Vegaste Technologies Corp.” and consolidate its Shares on the basis of ten pre-consolidation Shares without par value for one post-consolidation Share without par value (the “ Consolidation ”). The new CUSIP number will be 92255Q101 and the new ISIN number will be CA92255Q1019 post Consolidation and under the new name of the Company.

Letters of transmittal with respect to the Consolidation will be mailed to all registered shareholders of the Company. All registered shareholders will be required to send their respective certificates representing the pre Consolidation Shares along with a properly executed letter of transmittal to the Company’s transfer agent, Computershare Investor Services Inc. (“ Computershare ”), in accordance with the instructions provided in the letter of transmittal. Additional copies of the letter of transmittal can be obtained through Computershare (Corporate Actions 1-800-564-6253 or by e-mail to corporateactions@computershare.com). All shareholders who submit a duly completed letter of transmittal along with their respective pre-Consolidation Share certificate(s) to Computershare, will receive a post Consolidation Share certificate or Direct Registration Advice representing the post-Consolidation Shares and under the new name of the Company.

The Company is also pleased to announce that the Company has closed a $3.2 million private placement (the “ Concurrent Offering ”) of 12,819,200 subscription receipts (the “ Subscription Receipts ”) at a price of $0.25 per Subscription Receipt (the “ Issue Price ”).

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The Concurrent Offering was completed in connection with the Acquisition. Pursuant to the terms of the Subscription Receipts, the gross proceeds from the Concurrent Offering (the “ Escrowed Funds ”) will be held in escrow pending satisfaction of certain conditions, including, amongst others, (a) the satisfaction or waiver of each of the conditions precedent to the Acquisition, other than the issuance of the consideration contemplated by the Acquisition; and (b) the receipt of the conditional approval of the listing of the Shares on the CSE (“ Escrow Release Conditions ”). If the Escrow Release Conditions have not been satisfied on or prior to 5:00 p.m. (Vancouver time) January 11, 2021, the holders of Subscription Receipts will receive a cash amount equal to the Issue Price of the Subscription Receipts and any interest that has been earned on the Escrowed Funds.

The Company paid $10,000 to eligible finders as finder’s fees and will issue 36,000 finder’s warrants to a finder on the date the Escrow Funds are released. The Subscription Receipts are subject to a statutory fourmonth hold period in accordance with Canadian securities legislation. The net proceeds of the Concurrent Offering will be used to fund the Acquisition and to provide working capital to the resulting issuer.

Closing of the Acquisition remains subject to certain closing conditions, including, approval of the CSE. There can be no assurance that the Acquisition will be completed as proposed or at all. It is expected that trading in the Company’s securities will remain halted pending completion of the Acquisition.

About PlantX

PlantX is an online platform serving as a resource for consumers interested in or living a plant-based lifestyle.

Distributing products throughout North America, PlantX offers high-quality plant-based food and beverages for home delivery along with plant-based meal delivery services available through local and regional food delivery services. The website also serves as a directory to help users find approved vegan/plant-based restaurants in any location around the world.

Offering a collaborative online forum and various resources including blogs, podcasts and recipes from wellknown chefs and contributions from members of the community, PlantX is redefining the plant-based experience.

PlantX is the only all-encompassing online platform to offer plant-based meal delivery, products, recipes, discussions, and local restaurant suggestions for any location.

The e-commerce website has a mission to plant awareness in a hyper-palatable world as a way of simplifying vegan living and all the stigmas surrounding it. The goal is to deliver the best products with the best service in the most convenient manner. Since PlantX.com is supposed to serve as a community for vegans and plantbased individuals, the company obsesses over meeting and exceeding their customers’ needs.

Innovation truly drives the PlantX operations. The team is always coming up with new ways to collaborate with local entrepreneurs and restaurateurs to bring PlantX to the world.

ON BEHALF OF THE BOARD OF DIRECTORS

“Quinn Field-Dyte”

Quinn Field-Dyte, Chief Executive Officer

For additional information, please contact:

Winston Resources Inc. Quinn Field-Dyte, CEO Phone: 604-283-1722

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The CSE does not accept responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding “Forward-Looking” Information

This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. In particular, this release contains forward-looking information relating to the intention of the parties to complete the Transaction, the related transactions and the business of the Company. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include regulatory actions, market prices, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

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