ESPN.V · 2021-07-30 12:00:00

Winston Capital Group Inc. Announces Changes IN Accordance with New Cpc Policy

Corporate Updates

NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION

IN THE UNITED STATES

WINSTON CAPITAL GROUP INC. ANNOUNCES CHANGES IN ACCORDANCE WITH

NEW CPC POLICY

Calgary, Alberta--(Newsfile Corp. – July 30, 2021) - Winston Capital Group Inc . (the "Company") (TSX

Venture: WNST.P) a capital pool corporation as defined under Policy 2.4 – Capital Pool Companies ("CPC")

of the TSX Venture Exchange (the " Exchange"), announces changes that are in accordance with the new

CPC policy.

Certain Escrow Amendments

On February 10, 2021, disinterested shareholders approved the implementation of the certain changes

needed to transition to the TSX Venture Exchange (“TSXV”) Policy 2.4 - Capital Pool Companies ("Policy

2.4"), which became effective as at January 1, 2021 (the "New CPC Policy"). The certain changes approved

by disinterested shareholders, are as follows: (i) to remo ve the consequences of failing to complete a

"Qualifying Transaction" (as defined in Policy 2.4) within 24 months of the date of the original capital pool

companies listing on the TSXV; and (ii) to amend the escrow release conditions and certain other

provisions of the Company's previously existing escrow agreement including allowing the Company's

escrowed securities to be subject to an 18 -month escrow release schedule as detailed in the New CPC

Policy, rather than the 36-month escrow release schedule under the previous Policy 2.4. The amendment

of the escrow policy only amends the escrowed securities issued prior to the completion of the qualifying

transaction and was amended and restated on July 16, 2021.

The Company notes all other matters considered by shareholders were also approved at the meeting.

Please refer to the Company's news release dated January 20, 2021 for further details with respect to the

changes for further details regarding the escrow release conditions and matters considered at the

meeting.

ABOUT THE COMPANY

The Company 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 Exchange’s CPC Policy, until the

completion of its qualifying transaction, the Company 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

Chief Executive Officer

Winston Capital Group Inc.

Telephone: + 1 (905) 567-3431

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES

LAW.

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

the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The

Exchange has in no way passed upon the merits of the qualifying transaction and has neither approved

nor disapproved the content of this press release.