Western Gold Exploration Ltd. — Proxy Solicitation & Information Statement 2020

Sep 24, 2020

NOTICE OF ANNUAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF

CASSOWARY CAPITAL CORPORATION LIMITED

AND

MANAGEMENT INFORMATION CIRCULAR

DATED AS OF SEPTEMBER 21, 2020 TO CONSIDER (AMONG OTHER MATTERS) THE QUALIFYING TRANSACTION OF CASSOWARY CAPITAL CORPORATION LIMITED, THE CONSOLIDATION OF ITS COMMON SHARES AND NAME CHANGE

IMPORTANT NOTICE

CASSOWARY’S ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS WILL BE HELD ON OCTOBER 20, 2020 IN CALGARY, ALBERTA, BUT IN A VIRTUAL ONLY MEETING FORMAT. YOU WILL NOT BE ABLE TO ATTEND THE MEETING PHYSICALLY. CASSOWARY’S SHAREHOLDERS ARE STONGLY 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.

This management information circular and proxy statement (the “Circular”) is furnished in connection with the solicitation of proxies by and on behalf of the management of Cassowary Capital Corporation Limited (“BIRD”) for the purposes set out in the accompanying Notice of Annual General and Special Meeting of Shareholders of BIRD (“Notice of Meeting”) to be held on October 20, 2020 at the time and format and for the purposes set out in the accompanying Notice of Meeting and any adjournment thereof.

All information contained in this Circular with respect to BIRD was supplied by BIRD for inclusion herein.

All information contained in this Circular with respect to Western Gold Exploration Limited (“WGE”) was supplied by WGE for inclusion herein.

All information contained in this Circular with respect to the Knapdale Property (as defined in the Circular) was supplied by WGE or derived from the Technical Report (as defined in the Circular). Readers are encouraged to read the Technical Report in its entirety.

No person has been authorized to give any information or make any representation in connection with any matters to be considered at the Meeting, other than as contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized.

Neither the TSX Venture Exchange Inc. (“Exchange”) nor any securities regulatory authority has in any way passed upon the merits of the Qualifying Transaction described in this Circular.

These materials require your immediate attention. If you are in doubt as to how to deal with these materials, or the matters referred to herein, please consult your investment dealer, stockbroker, bank manager or other professional advisor.

CASSOWARY CAPITAL CORPORATION LIMITED

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general and special meeting (the “ Meeting ”) of the holders (the “ BIRD Shareholders ”) of the common shares (the “ BIRD Common Shares ”) of Cassowary Capital Corporation Limited (“ BIRD ”) will be held on Tuesday, October 20, 2020 at 10 a.m. (Calgary time), for the following purposes:

• 1 to receive audited financial statements of BIRD for the years ended December 31, 2019 and December 31, 2018, and the auditors’ report thereon;

• 2 to consider and, if deemed advisable, to fix the number of directors of BIRD for the ensuing year, or as otherwise authorized by the BIRD Shareholders, at four (4) members;

• to elect directors of BIRD for the ensuing year;

• 4 to appoint the auditors for BIRD for the ensuing year and to authorize the directors to fix their remuneration;

1. to consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution approving the Option Plan (as such term is defined in the Management Information Circular of BIRD dated September 21, 2020 (the “ Circular ”)), as more particularly described in the accompanying Circular;

2. subject to approval of the Transaction Resolution (defined below), to consider and if deemed advisable to pass, with or without variation, a special resolution, the full text of which is set forth under “ Consolidation Resolution ” in Appendix A to the Circular, authorizing the board of directors of BIRD, in its sole discretion at any time up to one year following the date of the Meeting, to consolidate the BIRD Common Shares at a ratio of 2.5, or such lesser number as is determined by the board of directors of BIRD, to 1, and to amend BIRD’s Articles accordingly, as more particularly described in the Circular;

3. subject to approval of the Transaction Resolution, to consider, and, if deemed appropriate, to pass with or without variation, a special resolution approving an amendment to the Articles of BIRD to change the name of BIRD to “Western Gold Exploration Ltd.” or such other name as may be determined and acceptable to the board of directors of BIRD and the applicable regulatory authorities, as more fully described in the Circular the full text of which is set forth under “ Name Change Resolution ” in Appendix A to the Circular;

4. to consider and, if thought advisable, to pass, by Majority of the Minority Shareholder Approval (as such term is defined in the Circular), with or without variation, a special resolution (the “ Transaction Resolution ”) the full text of which is set forth under “ Transaction Resolution ” in Appendix A to the accompanying Circular to approve: (i) the transaction (the “ Transaction ”) involving BIRD, Western Gold Exploration Limited (“ WGE ”) and the shareholders of WGE, wherein BIRD will acquire all of the issued and outstanding shares of WGE, substantially as set out in the Share Exchange Agreement dated July 14, 2020 among BIRD, WGE and holders of a majority of the outstanding shares of WGE (the “ Transaction Agreement ”), all as more particularly described in the accompanying Circular; and (ii) the Transaction Agreement; and

5. to transact such other business as may properly come become the Meeting or any adjournments or postponements thereof.

The record date for the determination of BIRD Shareholders entitled to receive notice of and to vote their BIRD Common Shares is August 31, 2020. BIRD Shareholders whose names have been entered in the

register of shareholders of BIRD at the close of business on that date will be entitled to receive notice of and to vote their BIRD Common Shares.

While the Meeting location will be Calgary, Alberta, due to the uncertain public impact of the coronavirus outbreak (COVID-19) and in consideration of the health and safety of BIRD Shareholders and the broader community, this Meeting will be held online in a virtual meeting format only, by way of the following:

Live Webcast

Link: https://gowlingwlgca.zoom.us/j/97004967475?pwd=RVFncENHL2x3aVBSY3MvTmhzRW5WQT09 Passcode: 976737

or by:

Telephone Canada Toll Free: 855 703 8985 USA Toll Free: 877 853 5247 UK Toll Free: 0 800 031 5717 Webinar ID: 970 0496 7475 Passcode: 976737

The nature of the business to be transacted at the Meeting and the specific details regarding the items discussed above are described in further detail in the Circular.

A copy of the Circular, a form of proxy, financial statement request form and a return envelope accompany this Notice of Meeting. A copy of the audited financial statements of BIRD for the years ended December 31, 2019 and December 31, 2018, and the auditors’ reports thereon, and accompanying MD&A (as such term is defined in the Circular), are available to the public on the SEDAR website at www.sedar.com.

ALL BIRD SHAREHOLDERS ARE STONGLY 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.

BIRD Shareholders are requested to either: (i) date and sign the form of proxy and return it to BIRD’s transfer agent, Alliance Trust Company, 1010, 407 – 2[nd] Street S.W., Calgary, Alberta T2P 2Y3; or (ii) complete the form of proxy online at www.alliancetrust.ca/shareholders/, at any time prior to the close of business on the second last business day preceding the day of the Meeting. In order to be valid, proxies must be received by Alliance Trust Company on or before the close of business on the second last business day preceding the date of the Meeting.

If you a beneficial holder of BIRD Common Shares and received these materials through your broker or another intermediary, please complete and return the form of proxy provided to you in accordance with the instructions provided therein.

The instrument appointing a proxy must be in writing and must be executed by the BIRD Shareholder or his or her attorney authorized in writing or, if the BIRD Shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized.

The persons named in the enclosed form of proxy are directors and/or officers of BIRD. Each BIRD Shareholder has the right to appoint a proxyholder other than such persons, who need not be a shareholder, to attend and to act for them and on their behalf at the Meeting. To exercise such right, the names of the

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nominees of management should be crossed out and the name of the Shareholder’s appointee should be legibly printed in the blank space provided.

DATED this 21st day of September, 2020.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “ Stuart Olley” Stuart Olley Chief Executive Officer and Director

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