THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS CASSOWARY CAPITAL CORPORATION LIMITED (proposed to be renamed Western Gold Exploration Ltd.) CASSOWARY RECEIVES TSXV CONDITIONAL ACCEPTANCE FOR QUALIFYING
NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH
THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS
CASSOWARY CAPITAL CORPORATION LIMITED
(proposed to be renamed Western Gold Exploration Ltd.)
CASSOWARY RECEIVES TSXV CONDITIONAL ACCEPTANCE FOR QUALIFYING
TRANSACTION AND MAILING AND FILING OF SHAREHOLDER MEETING MATERIALS
For Immediate Release
Calgary, Alberta September 24, 2020
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
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.
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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.
For further information, please contact:
Stuart Olley
Chief Executive Officer and Director
Cassowary Capital Corporation Limited
403 618 4900
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
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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.
NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH
THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAWS.