Announces Proposed Qualifying Transaction

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IN THE UNITED STATES

Winston Capital Group Inc.

Announces Proposed Qualifying Transaction

Calgary, Alberta --(Newsfile Corp. - June 24 2019) - Winston Capital Group Inc . (the " Corporation")

(TSX Venture: WNST.P) is pleased to announce details concerning its proposed arm's length qualifying

transaction (the "Transaction") involving a proposed business combination with 2695389 Ontario Corp.

("Ontario"), a private company incorporated under the laws of the Province of Ontario on May 9, 2019.

Ontario plans to enter into an agreement to acquire Patton Associated Trading Limited, Northside

Property Management Limited and Ocean Healthcare Limited, each a corpo ration incorporated under the

laws of Ireland (collectively, " Lake Health "). Lake Health is a pharmaceutical products wholesale

distribution company with an experienced leadership team. Lake Health has medical wholesale

distribution authorization (WDA) from the Irish Health Products Regulatory Authority (" HPRA"). This

authorization allows Lake Health to import and distribute prescribed medicines; over the counter

medicinal products; unauthorized medical products; exempt medical products; and psychoactive products

within Ireland and to export the same product ca tegories across the EU/EEA region, subject to local

regulation. Lake Health’s logistics solution, including access to a state of the art distribution facility

which is approved by the HPRA and is ISO 2001:2008 certified, enables same day delivery to 1,800

pharmacies in Ireland and 48 to 72 hour distribution across mainland Europe.

After the completion of the acquisition of Lake Health, Ontario will have approximately 96,180,000

common s hares (" Ontario Common Shares ") issued and outstanding. Prior to the c ompletion of the

Transaction, Ontario plans to complete a private placement of up to 8,000,000 units at $0.50 per unit ,

each unit consisting of one Ontario Common Share and one-half warrant to purchase an Ontario Common

Share for gross proceeds of up to CDN$4,000,000. Each whole warrant (an "Ontario Warrant") will

entitle the holder thereof to purchase one Ontario Common Share for $0.65 per share for a period of two

years from closing.

The Corporation has entered into a non- binding letter of intent wi th Ontario dated June 21, 2019 (the

"LOI") pursuant to which the Corporation and Ontario intend to complete a share purchase, plan of

arrangement, amalgamation, three-cornered amalgamation or alternate structure to be determined, having

regard to relevant tax, securities and other factors and potentially including a pre- closing reorganization

of Ontario, to form a new company (" Newco") called "Verrian Corp.". Pursuant to the proposed

Transaction, each issued and outstanding Ontario Common Share will be exchanged into one common

share of Newco (" Newco Common Share ") on a 1:1 basis so that all o f the issued and outstanding

Ontario Common Shares will be exchanged for approximately 96,180,000 Newco Common Shares (not

including Ontario Common Shares issued pursuant to the Private P lacement), and each unexercised

Ontario Warrant shall be exchanged fo r a replacement warrant issued by Newco with the same terms as

the respective warrant.

It is intended that the Transaction, when completed, will constitute the Corporation's "Qualifying

Transaction" in accordance with Policy 2.4 of the TSX Venture Exchange (the " Exchange"). A more

comprehensive news release will be issued by the Corporation disclosing details of the Transaction,

including financial information respecting Ontario , the names and backgrounds of all persons who will

constitute insiders of Newco, and information respecting sponsorship, once an agreement has been

finalized and certain conditions have been met, including:

i) approval of the Transaction by the board of directors of the Corporation;

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ii) satisfactory completion of due diligence; and

iii) execution of the definitive agreement.

Shareholder approval is not required with respect to the Transaction under the rules of the Exchange.

However, the structure of the Transaction has not yet been finalized so shareholder approval under

corporate law may be required. In the event a final agreement is not reached, the Corporation will notify

shareholders. Trading in the common shares of the Corporation has been halted and is not expected to

resume trading until the Transaction is completed or until the Exchange receives the requisite

documentation to resume trading. U pon closing of the T ransaction, the Corporation expects to list as a

Tier 2 Life Sciences Issuer.

ABOUT THE CORPORATION

The Corporation is a capital pool company ( a "CPC") that has not commenced commercial operations

and has no assets other than cash. Except as specifically contemplated in the TSX Venture Exchange

Inc.'s CPC policy, until the completion of its qualifying transaction, the Corporation will not carry on

business, other than the identification and evaluation of business es or assets with a view to completing a

proposed qualifying transaction.

For further information, please contact:

Bruce Bent

President, Chief Executive Officer, and Chief Financial Officer

Winston Capital Group Inc.

Telephone: + 1 (905) 567-3431

Email: [email protected]

Forward-Looking Information Cautionary Statement

Statements in this press release regarding the Corporation's business which are not historical facts are

"forward-looking statements" that involve risks and uncertainties, such as terms and completion of the

proposed transaction. Since forward- looking statements address future events and conditions, by their

very nature, they involve inh erent risks and uncertainties. Actual results in each case could differ

materially from those currently anticipated in such statements.

Completion of the Transaction is subject to a number of conditions, including but not limited to,

execution of a binding definitive agreement relating to the Transaction, Exchange acceptance and if

applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where

applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be

no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing

statement to be prepared in connection with the Transaction, any information released or received with

respect to the Transaction may not be accurate or complete and should not be relied u pon. Trading in the

securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and

has neither approved nor disapproved the contents of this press release.

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Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the

policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news

release.