2695389 Ontario Corp. ("Ontario") entered into a non-binding letter of intent (the "LOI") to acquire Winston Capital Group Inc. (TSXV:WNST.P) in a reverse merger transaction on June 21, 2019. Pursuant to the LOI, Winston Capital 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 called "Verrian Corp." Pursuant to the transaction, each issued and outstanding common share of Ontario will be exchanged into one common share of Verrian Corp. on a 1:1 basis so that all of the issued and outstanding common shares of Ontario will be exchanged for approximately 96.2 million Verrian Corp. common shares (not including Ontario Common Shares issued pursuant to the Private Placement), and each unexercised warrant of Ontario shall be exchanged for a replacement warrant issued by Verrian Corp. with the same terms as the respective warrant. Upon closing of the transaction, Winston Capital Group expects to list as a Tier 2 Life Sciences Issuer. In a related transaction, Ontario plans to enter into an agreement to acquire Patton Associated Trading Limited, Northside Property Management Limited and Ocean Healthcare Limited, each a corporation incorporated under the laws of Ireland (collectively, "Lake Health"). After the completion of the acquisition of Lake Health, Ontario will have approximately 96.2 million common shares issued and outstanding. Prior to the completion of the transaction, Ontario plans to complete a private placement of up to 8 million units at CAD 0.50 per unit, each unit consisting of one common share of Ontario and one-half warrant to purchase a common share of Ontario for gross proceeds of up to CAD 4 million. Each whole warrant (an "Ontario Warrant") will entitle the holder thereof to purchase one common share of Ontario for CAD 0.65 per share for a period of two years from closing. The transaction is subject to certain conditions including approval of the transaction by the board of directors of Winston Capital Group, satisfactory completion of due diligence and execution of the definitive agreement. Shareholder approval is not required with respect to the transaction under the rules of the Exchange. However, the structure of the transaction has not yet been finalized so shareholder approval under corporate law may be required. 2695389 Ontario Corp. cancelled the non-binding letter of intent to acquire Winston Capital Group Inc. (TSXV:WNST.P) in a reverse merger transaction on February 11, 2020. The transaction was terminated because the parties were unable to close it by the deadline. Common shares of Winston Capital will resume trading on the TSX Venture Exchange on or about Thursday, February 13, 2020.