/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, Aug. 12, 2020 /CNW/ - Cassowary Capital
Corporation Limited (TSXV: BIRD.P) ("BIRD" or the
"Company") announces that in connection with its previously
announced "Qualifying Transaction" (the "Transaction"),
wherein it proposes to acquire Western Gold Exploration Limited
("WGE"), a private company formed under the laws of
England and Wales, that holds minerals interests in Argyll
County in western Scotland, and
which mineral interests include the Knapdale property (the
"Knapdale Property") and Lagalochan properties (see the
Company's June 1, 2020, June 19, 2020 and July 20,
2020 press releases), it continues to work diligently to
advance the Transaction and towards closing its previously
announced concurrent non-brokered private placement of subscription
receipts (see the Company's June 19,
2020 and July 20, 2020 press
releases) (the "Private Placement").
The Company now expects: (i) it will issue CAD$1,700,000 worth of subscription receipts of
the Company when it closes the Private Placement; and (ii) to pay a
cash finder's fee of between 3% to 6% of the gross proceeds of the
Private Placement to arm's length parties in respect of the Private
Placement.
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 and is currently being reviewed by the TSX
Venture Exchange (the "Exchange"). Information regarding the
Geological Report and WGE's mining interests will be disclosed in
detail in the Information Circular being prepared in connection
with the Transaction, and the Geological Report will be filed under
the Company's SEDAR profile at www.sedar.com when the
aforementioned Information Circular is similarly filed on
SEDAR.
Finally, the Company has made the determination that in
connection with the Transaction it will apply for a waiver from
sponsorship requirements pursuant to the policies of the
Exchange.
Further Information
BIRD will issue additional news releases related to the
Transaction, the Private Placement and 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
management information circular or filing statement to be 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
and the Private Placement; the ability of BIRD and WGE to
complete the Transaction and the Private Placement; the receipt of
all necessary shareholder, Exchange, securities regulatory
authority and other third party consents and approvals; the receipt
by BIRD of a waiver from the sponsorship requirements of the
Exchange and the resumption in trading of the common shares of the
Company; 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