/NOT FOR DISTRIBUTION OR DISSEMINATION IN THE
UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF UNITED
STATES SECURITIES LAWS/
CALGARY, AB, Sept. 24, 2020 /CNW/ - Cassowary Capital
Corporation Limited (TSXV: BIRD.P) ("BIRD" or the
"Company") is pleased to announce that the TSX Venture
Exchange (the "Exchange") has granted conditional acceptance
of the Company's proposed "Qualifying Transaction" (the
"Transaction") pursuant to the policies of the Exchange,
wherein it proposes to acquire Western Gold Exploration Limited
("WGE"), a private company formed under the laws of
England and Wales. WGE holds
minerals interests in Argyll County in western Scotland, which mineral interests include the
Knapdale property (the "Knapdale Property") and Lagalochan
properties. The combined entity (the "Resulting
Issuer") will continue the business of WGE and initially will
be engaged in the exploration and development of the aforementioned
properties, with a focus on gold and copper exploration and
development.
BIRD Shareholder Meeting
BIRD announces that its Annual General and Special Meeting (the
"Meeting") for holders (the "Shareholders") of its
common shares ("Common Shares") is to be held on
Tuesday, October 20, 2020 at
10:00 a.m. (Calgary time). Due to the uncertain public
impact of the coronavirus outbreak (COVID-19) and in consideration
of the health and safety of Shareholders and the broader community,
this Meeting will be held online in a virtual meeting format only,
by way of a live webcast and telephone conference.
BIRD also announces today the filing and publication of its
Management Information Circular (the "Circular") issued in
connection with the Meeting, and which sets forth the full details
of the Transaction. A copy of the Circular can be obtained
from the Company`s SEDAR profile at www.sedar.com.
Amongst annual meeting matters, at the Meeting, Shareholders
will be asked to consider the Transaction and related Consolidation
(defined below) and Name Change (defined below). All
Shareholders are strongly encouraged to vote prior to the Meeting
by any of the means described in the Circular, as in-person voting
at the time of the Meeting will not be possible.
Details as to how Shareholders can access and attend the Meeting
are set forth in the Circular. Shareholders can vote by proxy in
advance of the Meeting. Shareholders must follow the instructions
set out in their applicable proxy or voting instruction forms.
If you have questions regarding your ability to attend and
participate in the Meeting or vote your Common Shares, please
contact the Company's registrar and transfer agent, Alliance Trust
at 1-877-537-6111 (Canada and
U.S.) or direct, from outside of North
America at 1-403-237-6111, or by email at
inquiries@alliancetrust.ca.
The Knapdale Property and 43-101 Technical Report
A National Instrument 43-101 – Standards of Disclosure for
Mineral Projects compliant geological report (the
"Geological Report") has been prepared in respect of the
Knapdale Property. Information regarding the Geological Report and
WGE's mining interests is disclosed in detail in the Circular, and
the Geological Report has been filed under the Company's SEDAR
profile at www.sedar.com.
The Transaction
Transaction Agreement
Pursuant to the terms of the binding definitive share exchange
agreement dated effective July 14,
2020 (the "Definitive Agreement") with WGE and the
holders of a majority of the outstanding shares of WGE, BIRD will
acquire all of the issued and outstanding shares of WGE (which will
be 199,676,875 shares immediately prior to the closing of the
Transaction), in exchange for 32,666,900 common shares of the
Resulting Issuer (on a pre-Consolidation basis (as defined below))
at closing of the Transaction. As the majority of shareholders of
WGE have executed the Definitive Agreement, WGE has exercised drag
along rights to compel the remaining WGE shareholders to
participate in the Transaction. Consequently, subject to the
conditions set forth in the Definitive Agreement, the Company will
acquire 100% of the outstanding shares of WGE upon closing of the
Transaction.
Proposed Consolidation
It is also proposed that concurrent with the completion of the
Transaction, the common shares of the Resulting Issuer will be
consolidated on the basis of one (1) post-consolidation share for
each two and one-half (2.5) pre-consolidation shares (the
"Consolidation"). A special resolution for the approval of
the Consolidation is being put to Shareholders for consideration at
the Meeting.
Proposed Name Change
In connection with the Transaction it is also proposed that BIRD
complete a name change to "Western Gold Exploration Ltd." or
another name as the board of directors of BIRD deems appropriate
and as is acceptable to regulators having jurisdiction over BIRD
(the "Name Change"). A special resolution for the approval
of the Name Change is being put to Shareholders for consideration
at the Meeting.
Sponsorship
Sponsorship of the Transaction is required by the Exchange
unless an exemption or waiver from sponsorship requirement is
available. BIRD has applied for and obtained a waiver from the
sponsorship requirement in connection with the Transaction.
Trading Halt
Trading in the Common Shares is presently halted. It is
uncertain whether the Common Shares will resume trading until after
the Transaction is completed and approved by the Exchange.
Further Information
See the Company's June 1, 2020,
June 19, 2020, July 20, 2020, August 12,
2020 and August 21, 2020 press
releases for further information. The Company will issue additional
press releases related to other material information as it becomes
available.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, 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
Circular 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 upon.
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 news release.
Neither the TSX Venture Exchange nor its Regulation
Service Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
This press release is not an offer of the Company's
securities for sale in the United
States. The Company's securities may not be offered or sold
in the United States absent
registration or an available exemption from the registration
requirements of the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act") and applicable U.S. state securities laws.
The Company will not make any public offering of its securities in
the United States. The Company's securities have not been and
will not be registered under the U.S. Securities Act.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy, nor shall there be any sale of
these securities, in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION: This news release includes certain
"forward-looking statements" under applicable Canadian securities
legislation. Forward-looking statements include, but are not
limited to, statements with respect to the structure, terms,
conditions and proposed timing for completion of the Transaction;
the ability of BIRD and WGE to complete the Transaction; the
receipt of all necessary shareholder, Exchange, securities
regulatory authority and other third party consents and approvals;
the resumption in trading of the Common Shares; and the Company's
future business operations and results. Forward-looking statements
are necessarily based upon a number of estimates and assumptions
that, while considered reasonable, are subject to known and unknown
risks, uncertainties, and other factors, which may cause the actual
results and future events to differ materially from those expressed
or implied by such forward-looking statements. Such factors
include, but are not limited to: general business, economic,
competitive, political and social uncertainties; delay or failure
to receive shareholder or regulatory approvals; and the results of
continued development, marketing and sales. There can be no
assurance that such statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. BIRD disclaims
any intention or obligation to update or revise any forward-looking
statements, whether because of new information, future events or
otherwise, except as required by law.
SOURCE Cassowary Capital Corporation Limited
