CWN Mining Acquisition Corporation enters into Option Agreement with YES Exploration Syndicate Inc

TORONTO, Oct. 31, 2014 /CNW/ -Â CWN Mining Acquisition Corporation ("CWN") (TSXV: "CWN.P"), a capital pool company ("CPC"), is pleased to announce that it has entered into an option agreement dated October 31, 2014 (the "Option Agreement") with YES Exploration Syndicate Inc ("YES Exploration"), granting CWN an option (the "Option") to acquire a 100% undivided interest, net of a 2% royalty reserved for YES Exploration, in certain mining claims (the "Property") situated in the Whitehorse Mining District, Yukon, Canada, and generally and collectively known as the "TOP Project" (the "Transaction").

The Transaction is subject to TSX Venture Exchange ("TSXV") approval and is intended to constitute CWN's "Qualifying Transaction" in accordance with TSXV Policy 2.4 â€" Capital Pool Companies. On closing of the Transaction, the resulting issuer anticipates being classified as a "Tier 2" issuer that will meet the TSXV'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 the TSXV 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 km northwest of Whitehorse, Yukon and 60 km west-northwest of Carmacks, Yukon, and is less than 15 km from the now decommissioned Mt. Nansen gold mine, possibly the highest grade mine in the Yukon.Â

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 had 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, P.Geo, a Qualified Person as defined by National Instrument 43-101, 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. Â

Terms of the Option Agreement

Subject to receipt of TSXV approval of the Option Agreement, CWN will have the right to acquire a 100% undivided interest in the Property, net of a 2% 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 tenth business day after the date on which CWN receives TSXV acceptance of the Transaction (the "Effective Date"). CWN is also required to incur financing exploration expenditures totaling a minimum of $300,000 by the one-year anniversary of the Effective Date. YES Exploration will retain a 2% 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 National Instrument 43-101 â€" Standards of Disclosure for Mineral Projects compliant technical report on the Property (the "43-101 Report").

Conditions for Closing of the Transaction

The completion of the Transaction is subject to a number of customary closing conditions, including: (i) TSXV 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 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 $4,000,000 of common shares (the "Private Placement") 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 4,400,000 common shares as well as 200,000 participating brokers options exercisable at $0.10 per common share and 125,000 management options exercisable at $0.10 per common share.Â

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 TSXV.

Sponsorship

Sponsorship of a qualifying transaction of a CPC is required by the TSXV 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 anticipates they will remain halted until the documentation required by the TSXV for the proposed Transaction can be delivered.

About YES Exploration

YES Exploration Syndicate Inc is a British Columbia company headquartered in North Vancouver. It holds a 100% interest in multiple gold and copper targets in the Yukon and has specialized in prospects located in the Carmacks Caldera.Â

About CWN

CWN is a capital pool company within the meaning of Policy 2.4 of the TSXV, incorporated under the Canada Business Corporations Act with its head office in Vancouver, British Columbia. CWN intends that the Transaction to constitute its "Qualifying Transaction" under Policy 2.4 of the TSXV. Â

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV 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.

The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the completion of the proposed Transaction and the proposed Private Placement. Although CWN believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.

Forward looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. CWN cautions investors that any forward-looking information provided by CWN are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: CWN's ability to complete the proposed Transaction; the completion of the Private Placement; the state of the financial markets for CWN's securities; the state of the market for products to be developed by the Resulting Issuer in the event the Transaction is completed; recent market volatility; CWN's ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that CWN is unaware of at this time. The reader is referred to CWN's most recent annual and interim Management's Discussion and Analysis for a more complete discussion of all applicable risk factors and their potential effects, copies of which may be accessed through CWN's page on SEDAR at www.sedar.com.

SOURCE CWN Mining Acquisition Corporation