Ms. Terry Wong reports

CWN MINING ACQUISITION CORPORATION ENTERS INTO OPTION AGREEMENT WITH YES EXPLORATION SYNDICATE INC

CWN Mining Acquisition Corp. has entered into an option agreement dated Oct. 31, 2014, with YES Exploration Syndicate Inc., granting CWN an option to acquire a 100-per-cent undivided interest, net of a 2-per-cent royalty reserved for YES Exploration, in certain mining claims situated in the Whitehorse mining district, Yukon, Canada, and generally and collectively known as the TOP project.

The transaction is subject to TSX Venture Exchange approval and is intended to constitute CWN's qualifying transaction in accordance with TSX-V Policy 2.4, capital pool companies. On closing of the transaction, the resulting issuer anticipates being classified as a Tier 2 issuer that will meet the TSX-V's initial listing requirements for a mineral exploration company. The transaction will not be a non-arm's-length qualifying transaction (as that term is defined under TSX-V policies), and, as such, it is not expected that the approval of CWN's shareholders will be required.

The property

The property is a 234-claim, 4,886-hectare epithermal gold-silver target on the northern edge of the Carmacks caldera area, Yukon.

The property is situated approximately 200 kilometres northwest of Whitehorse, Yukon, and 60 kilometres west-northwest of Carmacks, Yukon, and is less than 15 kilometres from the now decommissioned Mt. Nansen gold mine, possibly the highest-grade mine in the Yukon.

The multiple vein-type porphyry- and breccia-related deposits at Mt. Nansen are linked to northwest-trending faults associated with strong magnetic anomalies in the immediate vicinity of northeast-striking cross-faults. Located along a northwest-trending fault structure that appears to pass through the Mt. Nansen mine area to the southeast, the property is cut by northeast-trending structures that intersect the main northwest-trending structure in several locations.

Historical work identified several gold anomalies found in creeks throughout the property and significant gold anomalies in soils. As a result, YES Exploration staked the property in 2011 at an approximate cost of $60,000.

An approximately $254,000 exploration program consisting of soil sampling, rock sampling, prospecting and geological mapping was completed to follow up on previous work and identify new targets. A 2012 technical report by Reliance Geological Services' Edward Harrington, PGeo, a qualified person as defined by National Instrument 43-101 (standards of disclosure for mineral projects), identified targets in both the north and south areas of the property and recommended phased programs including geophysical surveys followed by geochemical sampling, geological mapping, trenching and shallow drilling.

Terms of the option agreement

Subject to receipt of TSX-V approval of the option agreement, CWN will have the right to acquire a 100-per-cent undivided interest in the property, net of a 2-per-cent royalty reserved for YES Exploration, for consideration of $160,000 in cash and $180,000 in common shares to be paid to YES Exploration over a four-year period. An initial cash payment of $10,000 and an initial payment of $30,000 worth of common shares will be made on the 10th business day after the date on which CWN receives TSX-V acceptance of the transaction. CWN is also required to incur financing exploration expenditures totalling a minimum of $300,000 by the one-year anniversary of the effective date. YES Exploration will retain a 2-per-cent net smelter return royalty on the property. Under the terms of the option agreement, CWN may elect to purchase one-half of this royalty interest by paying $250,000 to YES Exploration over a six-year period. CWN will also provide YES Exploration with a $3,000 non-refundable deposit to be used by YES Exploration to complete an updated NI 43-101-compliant technical report on the property.

Conditions for closing of the transaction

The completion of the transaction is subject to a number of customary closing conditions, including: (i) TSX-V approval of the transaction; (ii) receipt of all required consents, orders and approvals necessary or desirable for the completion of the transaction; (iii) completion of the private placement (as defined below); (iv) all representations and warranties of CWN and YES Exploration contained in the option agreement remaining true and correct; (v) delivery of the NI 43-101 report to CWN; (vii) delivery of any other closing documents as may be required by CWN; and (viii) satisfactory completion of due diligence by CWN of the property.

Private placement

Concurrently with the closing of the transaction, CWN will complete a non-brokered private placement of up to $4-million of common shares in order to satisfy the terms of the option agreement. The proceeds from the private placement will be used to provide CWN with adequate working capital and financial resources to carry out a stated work program for 12 months following the listing, as well as $100,000 in unallocated funds. All securities issued pursuant to the private placement will be subject to certain resale restrictions.

Capitalization

As of the date hereof, CWN has issued and outstanding 4.4 million common shares, as well as 200,000 participating broker options exercisable at 10 cents per common share and 125,000 management options exercisable at 10 cents per common share.

Management of the resulting issuer

The directors and officers of the resulting issuer will be determined prior to closing and disclosed in connection with the completion of the transaction, subject to the requirements of the TSX-V.

Sponsorship

Sponsorship of a qualifying transaction of a capital pool company is required by the TSX-V unless an exemption from the sponsorship requirement is available. CWN intends to apply for an exemption from the sponsorship requirement. There is no assurance that CWN will be able to obtain such an exemption.

Trading halt

CWN's common shares are currently halted, and CWN expects that they will remain halted until the documentation required by the TSX-V for the proposed transaction can be delivered.

About YES Exploration

YES Exploration is a British Columbia company headquartered in North Vancouver. It holds a 100-per-cent interest in multiple gold and copper targets in the Yukon and has specialized in prospects located in the Carmacks caldera.

Completion of the transaction is subject to a number of conditions, including, but not limited to, TSX-V acceptance. 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 CWN should be considered highly speculative.

We seek Safe Harbor.