This Restriction May Constitute a Violation of United States Securities Laws
NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH
THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS
www.westerngoldexploration.com
TSX Venture: WGLD
CASSOWARY COMPLETES QUALIFYING TRANSACTION, CONSOLIDATION AND
NAME CHANGE TO WESTERN GOLD EXPLORATION LTD.
For Immediate Release
Calgary, Alberta October 27, 2020
WESTERN GOLD EXPLORATION LTD. (formerly Cassowary Capital Corporation Limited) (TSX Venture –
WGLD) (the “Company”) is pleased to announce that it has completed its previously announced “Qualifying
Transaction” (the “Transaction”), with the result that the Company is now a Tier 2 mining issuer under the
policies of the TSX Venture Exchange (the “Exchange”) and engaged in the exploration and development of
its prospective mineral properties located in Argyll County in western Scotland, with a focus on gold and
copper exploration and development.
Harry Dobson, Executive Chairman of the Company commented: “This is an exciting development for
Western Gold Exploration, as it continues to assess the potential of the Stronchullin prospect and
surrounding areas. The team is looking forward to exploring Scotland’s Dalradian rock formations further, to
establish a better understanding of the mineral deposits located throughout the belt.”
Change of Name and Stock Symbol, Resumption of Trading
Trading in the common shares of the Company is expected to begin on the Exchange under the
Company’s new name “Western Gold Exploration Ltd.” and new stock symbol “WLGD”, on
Thursday, October 29, 2020.
Qualifying Transaction
As a result of the Transaction, the Company acquired all the issued and outstanding shares of Western Gold
Exploration Limited (“WGE”) in exchange for 32,666,883 common shares of the Company (on a pre-
Consolidation basis (as defined below)). This share exchange was based on shareholders of the Company
(prior to the Transaction) and WGE shareholders holding, 30% and 70% of the outstanding common shares
of the Company upon completion of the Transaction (before the Concurrent Financing (as defined below)),
respectively, on a deemed valuation of the Company (prior to the Transaction) of CAD$0.1225 per common
share (on a pre-Consolidation basis) and a deemed valuation of WGE of CAD$4 million.
The Company now holds, through its wholly-owned subsidiary WGE, interests in two mineral properties in
Scotland: the Knapdale Property and the Lagalochan Property. See the Company’s Management Information
Circular dated September 21, 2020 (the “Circular”) issued in connection with the Transaction for further
information about the Company and its mining interests. A copy of the Circular can be obtained from the
Company`s SEDAR profile at www.sedar.com.
Conversion of Subscription Receipts
In connection with the completion of the Transaction, the escrow release conditions associated with the
11,333,331 subscription receipts (the “Subscription Receipts”) issued by the Company on August 19, 2020
were satisfied (the “Concurrent Financing ”). As a result, the Subscription Receipts were automatically
converted for no further consideration into 11,333,331 common shares of the Company (on a pre-
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Consolidation basis (as defined below)) and the gross proceeds of the offering (CAD$1.7 million) were
released to the Company.
See the Company’s August 21, 2020 press release for further information regarding the Concurrent
Financing, and as disclosed therein in detail: (i) aggregate cash finder’s fees of CAD$25,500 are now
payable by the Company as a result of completion of the Transaction; and (ii) the Subscription Receipts
purchased under the Concurrent Financing by Stuart Olley, a director of the Company, and Gordon Chmilar,
a former director and officer of the Company, were automatically converted into 40,000 common shares and
16,666 common shares of the Company (each on a pre-Consolidation basis), respectively.
In addition, six (6) “Pro Group” members (as defined in Exchange Policy 1.1) who subscribed for an
aggregate of 2,480,000 Subscription Receipts under the Concurrent Financing, had their Subscription
Receipts automatically converted into 2,480,000 common shares of the Company (on a pre-Consolidation
basis, which is 992,000 common shares of the Company upon completion of the Consolidation described
below).
Consolidation
The Company also announces the consolidation of its share capital on a 2.5 for 1 basis (the
"Consolidation"), such that the Company now has an aggregate of approximately 23,354,705 common
shares issued and outstanding. Shareholder authorization to effect the Consolidation was approved at the
Company’s annual general and special meeting held on October 20, 2020.
As indicated above, the Company's common shares will continue to be traded on the Exchange, but under
the new symbol "WGLD", on a post‐consolidation basis and under a new CUSIP number – 95827R101 / ISIN
number – CA95827R1010, beginning on Thursday, October 29, 2020.
A letter of transmittal has been mailed to all registered shareholders of the Company with instructions on how
to exchange existing share certificates for new share certificates. Additional copies of the letter of transmittal
can be obtained from Alliance Trust Company or by accessing the Company's SEDAR profile at
www.sedar.com. Until surrendered, each certificate formerly representing common shares of the Company
will be deemed for all purposes to represent the number of common shares to which the holder thereof is
entitled as a result of the Consolidation.
No fractional shares were issued as a result of the Consolidation. Shareholders who would otherwise be
entitled to receive a fraction of a common share were rounded down to the nearest whole number of
common shares and no cash consideration will be paid in respect of fractional shares.
Further details with respect to the Consolidation are contained in the Circular.
Board, Management and Corporate Matters
The Board of Directors of the Company are as follows: Harry Dobson, Ross McLellan, Willie McLucas and
Stuart M. Olley. Mr. McLellan has been appointed Chief Executive Officer and Mr. Jim O’Neill has been
appointed Chief Financial Officer and Corporate Secretary.
Biographies of board members and management are available in the Circular.
Escrowed Securities
In accordance with the policies of the Exchange, an aggregate of 12,169,691 common shares in the capital
of the Company (post-Consolidation) are held in escrow pursuant to escrow agreements with Alliance Trust
Company, as escrow agent, or subject to similar resale restrictions (collectively, the “Escrowed Shares ”).
The Escrowed Shares will be released from escrow based on the Exchange’s Tier 2 – Value escrow
schedule as follows: 10% upon issuance of the Exchange bulletin granting final approval for the Transaction
(the “Final Bulletin”); 15% on the date that is six months after the date of the Final Bulletin; 15% on the date
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that is 12 months after the date of the Final Bulletin; 15% on the date that is 18 months after the date of the
Final Bulletin; 15% on the date that is 24 months after the date of the Final Bulletin; 15% on the date that is
30 months after the date of the Final Bulletin; and 15% on the date that is 36 months after the date of the
Final Bulletin.
Additional Information
Additional information about the Company and the Transaction is available on SEDAR at www.sedar.com
under the Company’s profile. The summary of the Transaction and Consolidation set out above is qualified in
its entirety by reference to the description of the Transaction and Consolidation in the Circular.
For further information, please contact:
Ross McLellan, CEO
Phone: +44 1620 890159
Email: [email protected]
Website: www.westerngoldexploration.com
Resumption of trading on the Exchange is subject to a number of conditions. There can be no assurance that
trading shall resume as set out herein or at all. Investors are cautioned that, except as disclosed in the
Circular or in this press release, any information released or received with respect to the Transaction or the
resumption of trading may not be accurate or complete and should not be relied upon. Trading in the
securities of the 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.
Early Warning Reporting
As a result of the completion of the Transaction and the conversion of the Subscription Receipts:
Zila Corporation (c/o GMS, Le Ruscino, 14 Quai Antoine 1er, Monaco, MC98000) (a founding
shareholder of the Company and a former shareholder of WGE) now owns and controls 3,336,005
common shares of the Company. Of these shares of the Company, 2,879,338 common shares were
acquired by Zila Corporation in exchange for its former shareholdings in WGE (acquired at an effective
price of $0.30625 per share) and 56,666 common shares were acquired in connection with the
Concurrent Financing (acquired at an effective price of $0.375 per share). Zila Corporation held
approximately 7% of the common shares of the Company before these transactions and now holds
approximately 14.28% of the common shares of the Company. The Company is advised that Zila
Corporation acquired these securities for investment purposes and has no present intention to acquire
further securities of the Company, although it may in the future acquire or dispose of securities of the
Company, through the market, privately or otherwise, as circumstances or market conditions warrant.
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Smaller Company Capital Ltd. (c/o 4 Lombard Street, London, EC3V 9HD, United Kingdom) (a founding
shareholder of the Company and a former shareholder of WGE) and the owners of Smaller Company
Capital Ltd. (collectively, “SCC”) now collectively own and control 2,226,581 common shares of the
Company. Of these shares of the Company, 1,426,581 common shares were acquired by SCC in
exchange for their former shareholdings in WGE (acquired at an effective price of $0.30625 per share).
SCC held approximately 13.9% of the common shares of the Company before these transactions and
now holds approximately 10.93% of the common shares of the Company. The Company is advised that
SCC acquired these securities for investment purposes and has no present intention to acquire further
securities of the Company, although they may in the future acquire or dispose of securities of the
Company, through the market, privately or otherwise, as circumstances or market conditions warrant.
Eurasian Consolidated Minerals Pty Ltd. (c/o Level 4, 100 Albert Road, South Melbourne VIC 3205) (a
former shareholder of WGE) now owns and controls 2,509,139 common shares of the Company
(acquired at an effective price of $0.30625 per share). Eurasian Consolidated Minerals Pty Ltd. held no
common shares of the Company before these transactions and now holds approximately 10.74% of the
common shares of the Company. The Company is advised that Eurasian Consolidated Minerals Pty Ltd.
acquired these securities for investment purposes and has no present intention to acquire further
securities of the Company, although it may in the future acquire or dispose of securities of the Company,
through the market, privately or otherwise, as circumstances or market conditions warrant.
The number of common shares of the Company and the effective prices set forth under this heading are all
disclosed on a post-Consolidation basis. A copy of the early warning reports required to be filed by Zila
Corporation, SCC and Eurasian Consolidated Minerals Pty Ltd. with applicable securities commissions in
connection with this acquisition will be available for viewing under the Company’s profile on SEDAR at
www.sedar.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS: 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 resumption of trading and
escrow of the common shares of the Company, the filing of early warning reports, exploration activities and
results and other information concerning future events or the intentions, plans and future action of the
Company described herein. Forward-looking statements consist of statements that are not purely historical,
including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such
information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”,
“estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations.
Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no
assurance that the plans, intentions or expectations upon which they are based will occur.
By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and
uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates,
forecasts, projections and other forward-looking statements will not occur. These assumptions, risks and
uncertainties include, among other things, the state of the economy in general and capital markets in
particular, as well as those risk factors discussed or referred to in the Company's annual Management's
Discussion and Analysis for the year ended December 31, 2019 available at www.sedar.com, many of which
are beyond the control of the Company. Forward-looking statements contained in this press release are
expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release.
Except as required by law, the Company disclaims any intention and assumes no obligation to update or
revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made
by, third parties in respect of the matters discussed above.
NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH
THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.