/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, June 19, 2020 /CNW/ - Cassowary Capital
Corporation Limited (TSXV: BIRD.P) ("BIRD" or the
"Company") announces a proposed non-brokered private
placement of a minimum of 5,200,000 subscription receipts and a
maximum of 6,666,667 subscription receipts of the Company
("Subscription Receipts") at a price of CAD$0.15 per Subscription Receipt for
minimum gross proceeds of CAD$780,000
and maximum gross proceeds of CAD$1,000,000 (the "Private
Placement").
The Private Placement is being completed in conjunction with the
previously announced proposed "Qualifying Transaction" (the
"Transaction") pursuant to the policies of the TSX Venture
Exchange (the "Exchange"), with the result that the Company
will acquire Western Gold Exploration Limited ("WGE"). Upon
completion of the Transaction, the combined entity (the
"Resulting Issuer") will continue the business of WGE and
initially will be engaged in the exploration and development of
prospective mineral properties located in Scotland, with a focus on gold and copper
exploration and development.
As previously announced, it is also proposed that concurrent
with the completion of the Transaction, the common shares of the
Resulting Issuer 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 will be put to
BIRD's shareholders for consideration at BIRD's shareholder meeting
in connection with the Transaction.
Each Subscription Receipt will, upon satisfaction
of certain escrow release conditions,
automatically convert, without any further action or further
consideration from the Subscription Receipt holder, into one (1)
common share of BIRD (each a "BIRD Share") and, immediately
thereafter, upon completion of the Transaction, will be subject to
Consolidation (assuming the Consolidation is approved by BIRD
shareholders as described above).
The gross proceeds from the sale of the Subscription Receipts
will be held in escrow pending the completion of the Transaction,
unless the Exchange grants a waiver for earlier release of such
escrow. If the Transaction is not completed, holders of the
Subscription Receipts will be entitled to receive the full purchase
price of their Subscription Receipts, together with their pro rata
share of interest earned thereon.
The Private Placement is expected to close in Q3 2020; however,
completion is subject to certain conditions, including approval of
the Exchange. The Subscription Receipts issued in the Private
Placement will be subject to a statutory four-month hold
period.
The net proceeds of the Private Placement will be used with a
view to developing the business of the company resulting from the
Transaction and for general working capital purposes.
See the Company's press release dated June 1, 2020 for further information regarding
the Transaction. BIRD will issue additional news releases
related to the final legal structure of the Transaction,
sponsorship, financial and shareholder information regarding WGE,
the names and background of insiders of the Resulting Issuer and
other material information as it becomes available.
BIRD may pay a commission or finder's fee to eligible
parties in connection with the Private Placement, subject to the
approval of the Exchange and compliance with applicable securities
laws.
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,
the Consolidation and the Private Placement; the ability of BIRD
and WGE to complete the Transaction, Consolidation and the Private
Placement; the use of proceeds of the Private Placement; the
Resulting Issuer's future business operations and results; the
receipt of all necessary shareholder, Exchange, securities
regulatory authority and other third party consents and approvals;
and the anticipated composition of the board of directors and
management of the Resulting Issuer. 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; the impact of
COVID-19 on the parties to the Transaction and the world economy;
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